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The Board of Gaming Corps AB has decided to issue a new issue of 4,000,000 shares to Svea Bank AB (the “Targeted Issue”) at a subscription price of SEK 2.50 per share, representing issue proceeds of SEK 10 million. The targeted issue deviates from the preferential rights of the shareholders and is based on the authorization of the Annual General Meeting on June 28, 2022. The subscription price was determined by the Board of Directors of the company and corresponds to a [premium] of approximately 7.8 percent calculated on a volume weighted average share price (VWAP) during the last 20 trading days up to and including December 12, 2022.

“I would like to take this opportunity to thank SVEA BANK AB on behalf of the management for this investment, especially when the market situation looks as if the market situation is accompanied by uncertainties in some areas, not least in the listed environment. We have several ongoing game certifications and game titles in development, in addition to several new approvals in regulated markets where we engage local legal counsel for the processes. Here we are eagerly awaiting the opinion from each market so that I can update you, our shareholders,” says Juha Kauppinen, CEO.

” The Board of Directors has been working for some time to find the most favorable financing solution for shareholders and the company. In the current market situation, we saw that the terms of raising capital were very costly and directly detrimental to the company and shareholders. By adding capital through the investment of SVEA BANK, we are strengthening our cash position and giving the company more financial flexibility, giving us a good base for future investments in the business,” commented Claes Tellman, CEO of Gaming Corps.

THE TARGETED ISSUE
The Board of Directors of Gaming Corps resolved today, December 13, 2022, to issue 4,000,000 shares in deviation from existing shareholder preference and in support of the authorization of the Annual General Meeting held on December 28, 2022. The Subscription The price for the shares in the targeted issue has been set by the Board of Directors at SEK 2.50 per share and will be paid in cash. The subscription price corresponds to a [premium] of approximately 7.8 percent, calculated on the basis of a volume weighted average price (WVAP) per trading day for the Company’s stock on the Nasdaq First North Growth Market for the last 20 trading days up to and including December 12, 2022. The directional issue was issued by Svea Bank AB and will bring proceeds of SEK 10 million to the Company.

CHANGES IN SHARE CAPITAL, SHARES AND VOTES AND DILUTION
The targeted issue will result in an increase in the Company’s share capital by a maximum of SEK 200,000.01 from SEK 2,707,625.06 to SEK 2,907,625.07. The number of shares and votes increases by a total of 4,000,000 from 54,152,501 to 58,152,501. Completion of the directional offering will result in a dilution of approximately 6.88 percent for existing shareholders relative to the Company’s total outstanding shares and votes.

DEROGATIONS TO SHAREHOLDER PREFERENCES
The aim of the targeted issue and the reason for the deviation from the preferential right of the shareholders is the time and cost-efficient implementation of a capital increase. The Board of Directors has evaluated the possibility of a preferential rights issue first hand. The Company has weighed the pros and cons of a preferential rights issue versus a targeted equity offering and has concluded that a preferential rights issue would be (i) significantly more time consuming, thereby risking the Company to miss potential growth opportunities, (ii) too significantly would result in higher costs for the Company, primarily attributable to obtaining a guarantee consortium and legal costs, (iii) would expose the Company to greater market volatility, particularly given current market conditions, and (iv) likely would have resulted in a lower subscription price ( with discount instead of a [premium]) and would result in a higher dilutive effect that would have been negative for all shareholders. In addition, the Board of Directors considers it positive that the institutional ownership of the Company will be strengthened through the targeted issue. The overall assessment of the Board of Directors is therefore that the reasons for carrying out the directed issue in this manner and in this specific situation outweigh the reasons justifying the main rule of issuing shares with preferential rights for existing shareholders and a new share issue in derogation from the subscription right of the shareholders is therefore in the well-understood interest of the company and all shareholders.

ADVISOR
Baker McKenzie is the Company’s legal counsel on the directed offering.

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