The Stars Group Announces Pricing of Public Offering of Common Shares

TORONTO, June 21, 2018 -- The Stars Group Inc. (Nasdaq: TSG; TSX: TSGI) (“The Stars Group” or the “Company”) announced today the upsizing and pricing of its underwritten public offering of common shares (the “Offering”) at a price of US$38.00 per common share. The underwriters have agreed to purchase 17,000,000 common shares from the Company and 8,000,000 common shares from certain shareholders of the Company (the “Selling Shareholders”). The net proceeds to the Company, after underwriting discounts and commissions, but before estimated expenses of the Offering payable by the Company, are expected to be approximately US$621,775,000 million.

The Company and the Selling Shareholders have granted the underwriters for the Offering an over-allotment option to purchase up to 1,875,000 and 1,875,000 additional common shares, respectively. The over-allotment option will be exercisable for a period of 30 days from the date hereof.

The Offering is expected to close on June 26, 2018, subject to the satisfaction of customary closing conditions, including, but not limited to, the listing of the treasury common shares on the Toronto Stock Exchange and the Nasdaq and the approval of the Toronto Stock Exchange.

The Stars Group intends to use the net proceeds from the treasury offering, together with debt financing and cash on hand to fund the previously announced acquisition of Sky Betting & Gaming, a leading mobile-led betting and gaming operator (the “Acquisition”). The Offering is not contingent on the closing of the Acquisition or any debt financing. If for any reason the Acquisition does not close, the Company intends to use the net proceeds from the Offering for general corporate purposes.

Morgan Stanley, J.P. Morgan and Deutsche Bank Securities are acting as the joint book-running managers and representatives of the underwriters for the Offering. The additional joint book-running managers for the Offering are Goldman Sachs & Co. LLC, Barclays, BMO Capital Markets and Macquarie Capital (USA) Inc. The co-managers for the Offering are Blackstone Capital Markets, Cormark Securities (USA) Limited, Canaccord Genuity Corp., Union Gaming Securities, LLC and Investec Bank plc.

The Company will file a final prospectus supplement (the “Prospectus Supplement”) to its short form base shelf prospectus dated January 16, 2018 with the securities regulatory authorities in each of the provinces and territories of Canada. The Prospectus Supplement will also be filed with the U.S. Securities and Exchange Commission (the “SEC”) as part of a registration statement on Form F-10 (the “Registration Statement”) under the U.S./Canada Multijurisdictional Disclosure System. A copy of the Prospectus Supplement and related short form base shelf prospectus, containing pricing information and other important detailed information about the Offering, may be found, when available, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, and a copy of the Registration Statement can be found on EDGAR at www.sec.gov. When available, copies of the Prospectus Supplement and the Registration Statement may also be obtained in the United States from Morgan Stanley, Attention: Prospectus Department, 180 Varick Street, 2nd Floor, New York, NY 10014; J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717; or Deutsche Bank Securities Inc., Attention: Prospectus Group, 60 Wall Street, New York, NY 10005-2836 and in Canada from J.P. Morgan Securities Canada Inc., Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717. Prospective investors should read the Prospectus Supplement and the Registration Statement before making an investment decision.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.