GP Investments : Material Fact – Announcement of the Termination of the Definitive Agreement between GPIAC and World Kitchen

GP INVESTMENTS, LTD., a company headquartered at 129, Front Street, Penthouse, Hamilton HM 12, Bermuda, which Class A shares are traded on BM&FBOVESPA S.A. - Bolsa de Valores, Mercadorias e Futuros as Brazilian Depositary Receipts ("GP" or "Company"), in connection with the subject matter informed in its material fact disclosed on April 19th, 2016, hereby informs the public as follows:

On the date hereof, GP Investments Acquisition Corp. (NASDAQ: GPIA; GPIAW; GPIAU) ("GPIAC") and WKI Holding Company, Inc. ("World Kitchen"), the parent company of World Kitchen, LLC, have mutually agreed to terminate the definitive agreement pursuant to which GPIAC would have acquired World Kitchen. The aforementioned termination is effective as of November 11, 2016.

Consistent with the terms set forth in its memorandum and articles of association, GPIAC will continue to seek attractive investment opportunities in the United States or Europe, with focus on companies with long-term growth potential in the consumer goods, services and retail sectors.

For further information, please access GPIAC's press release filed today with the Securities and Exchange Commission ("SEC"), which is available on the SEC´s website (www.sec.gov) and the Company´s website (www.gp-investments.com).

GP will keep the market and its shareholders informed about updates regarding the matters hereof.

November 14th, 2016.

Alvaro Lopes da Silva Neto

Chief Financial and Investor Relations Officer