The First Directed Share Issue

The First Directed Share Issue is intended to be carried out with deviation from the shareholders' preferential rights and is resolved by the Company's board of directors based on the issued authorization resolved at the annual general meeting on April 16, 2025. The subscription price and the total number of newly issued shares will be determined through an accelerated bookbuilding procedure, which will commence immediately after the publication of this press release and will be carried out by Corpura Fondkommission. Completion of the procedure, pricing and allotment in the First Directed Share Issue is expected to take place before the commencement of trading in the Company's shares on Nasdaq First North on 6 November 2025. The Company will inform about the outcome of the Directed New Share Issue in a press release when the bookbuilding procedure has been completed.

The time for the final express of interest, pricing and allocation is determined by the board of directors. The accelerated bookbuilding procedure may, it the board of directors determines, be shorten, extended or at any time terminated. The Company may thus wholly or partially refrain from carrying out the First Directed Share Issue.

The Second Directed Share Issue

Shareholders representing approximately 10.8 percent of the number of shares in the Company, have requested the Board of Directors of the Company that an extraordinary general meeting be convened to resolve on the Second Directed Share Issue, in which the Company's Chairman of the Board, Per-Anders Wärn, Board member Staffan Eklöw, CEO Thomas Lindgren and the Company's CFO Ulf Hammarmyr are offered to subscribe for shares for a total of approximately SEK 1.5 million – all subject to the completion of the First Directed Share Issue. The price per subscribed share shall correspond to a volume-weighted average share price.

The second Directed Share Issue has been deemed to facilitate the Company to achieve the required subscription in the accelerated bookbuilding procedure as Corpura has during the market soundings perceived that it is important for potential investors that board members and management are prepared to invest in the Company's share. As the subscribers are board members and senior executives of the Company, they fall within the category of persons covered by Chapter 16. The Swedish Companies Act (the so-called Leolag rules), which is why a valid resolution at the general meeting will require a majority consisting of at least nine-tenths of both the votes cast and the shares represented at the general meeting. Per-Anders Wärn, Staffan Eklöw and Thomas Lindgren has expressed a wish to be able to pay payment by way of set-off.

Background and reasons

Goodbye Kansas is a technology-driven visual content provider with expertise in visual effects (VFX), animation, game trailers, and in-game content. The Company is in a transformation with a clear commercial focus, where the unique combination of creative talents and long-term technology investments forms the basis for delivering world-class assignments. During the recent period, the Company has taken important steps to strengthen sales focus, optimize project execution and realize value from historical technology investments. This reflects the Company's strong performance, with the highest level of new contracts signed in Q3 2025, corresponding to SEK 128 million.

In order to meet the increased demand from the newly signed agreements and to be able to accelerate the transformation and further strengthen the Company's competitiveness, the Board of Directors assesses that it is strategically justified to bring in new, including industrially experienced owners with expertise relevant to the Company's focus. The intended investors have, among other things, solid experience from, among other things, the gaming industry and game development. Their involvement is expected to bring strategic perspectives, an expanded network and operational insights that support the Company's continued development.

The First Directed Share Issue therefore aims not only to raise capital, but also to strengthen the shareholder base in the long term with active, value-creating owners who can contribute to the company's continued growth and expansion.

Deviation from the shareholders’ preferential rights

Prior to the First Directed Share Issue, the Company's Board of Directors has conducted an analysis of the conditions for and carefully considered the possibility of raising capital through a rights issue. The conclusion of this assessment is, under the current conditions, that the First Directed Share Issue is the most advantageous alternative for the Company and its shareholders. The reasons for this and the deviation from the shareholders' preferential rights have been based on the following considerations and conclusions: (i) a rights issue would take significantly longer to complete, which would have risked that the Company would miss out on the opportunity to raise capital that secures the Company's liquidity needs in the short and medium term, which could ultimately impair the Company's financial and operational flexibility, (ii) through the First Directed Share Issue, the Company's shareholder base can be diversified and strengthened with additional capital-strong investors and broaden the base of capital-strong shareholders who are deemed to have the financial ability to support the Company's operations in the long term, which is further deemed to strengthen the Company's ability to execute the Company's growth strategy, (iii) the completion of the First Directed Share Issue is deemed to be able to take place at significantly lower cost and with less complexity than a rights issue, (iv) in light of the prevailing market conditions and the volatility that has been observed in the stock market, the Board of Directors has assessed that a rights issue would also require significant underwriting from a guarantee consortium, which would entail high costs and/or additional dilution for the shareholders depending on the type of consideration paid for such guarantee commitments, and (v) in light of the fact that the Company in April 2024 carried out a Rights Issue, which was only subscribed to approximately 53 percent, the Board of Directors assesses that a new rights issue would probably not be fully subscribed, which would mean that the Company cannot meet its capital needs. In view of the above, the board of directors believes, after an overall assessment, that the First Directed Share Issue is the most advantageous alternative for the Company to raise capital in a cost- and time-efficient manner to strengthen the Company's financial position, while maintaining the most value in the Company and being most beneficial to the Company's shareholders.

The reasons for deviation from the shareholders' preferential rights in the Second Directed Share Issue are primarily to increase the conditions for a successful First Directed Share Issue with the investments of board members and executives in the Company.

The subscription price

Since the subscription price in the First Directed Share Issue will be determined through a bookbuilding procedure, the Board of Directors of the Company believes that the subscription price will reflect current market conditions and demand for such new share issue. The subscription price in the Second Directed Share Issue is based on the average share price during a measurement period of 30 days (“VWAP”) and is thus deemed to correspond to the market value of the share.

Advisors

Corpura Fondkommission is acting as Sole Bookrunner and Synch Law is acting as legal advisor to Goodbye Kansas in the Directed Share Issues.

For further information, please contact:
Thomas Lindgren, Interim CEO, Goodbye Kansas Group
E-mail: thomas.lindgren@goodbyekansas.com
Direct: +46 70 591 3056

Important information

The publication, publication or distribution of this press release may be subject to restrictions by law in certain jurisdictions and persons in the jurisdictions in which this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with applicable regulations in their respective jurisdictions. This press release does not constitute an offer to sell or a solicitation of an offer to buy or subscribe for any securities issued by the Company in any jurisdiction where such offer or solicitation would be contrary to applicable rules or require registration or other measures.

This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration, an exemption from, or in a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States, or to make a public offer of such securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or into the United States, Australia, Hong Kong, Japan, Canada, New Zealand, Switzerland, Singapore, South Africa, South Korea, Russia, Belarus or any other jurisdiction where such announcement, publication or distribution of this information would be contrary to applicable regulations or where such action is subject to legal restrictions or would require registration or other measures than what follows from Swedish law. Actions in violation of this instruction may constitute a violation of applicable securities legislation.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorized any offer to the public of securities in any member state of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issues. In each EEA Member State, this announcement is only directed at "qualified investors" in that Member State as defined in the Prospectus Regulation.

In the United Kingdom, this document, and any other materials relating to the securities referred to herein, are only being distributed and directed at, and any investment or investment activity relating to this document is only available to, and will only be available to, qualified investors (as defined in section 86(7) of the Financial Services and Markets Act 2000) who are (i) persons who have professional experience in matters relating to investments and who fall into the United Kingdom. within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) "high net worth entities" referred to in Article 49(2)(a) to (d) of the Regulation (all such persons collectively referred to as "relevant persons"). An investment or investment measure to which this announcement relates is only available in the United Kingdom to relevant persons and will only be made with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act or rely on it.

This press release does not identify or purport to identify risks (direct or indirect) that may be associated with an investment in the Company's shares. An investment decision to acquire or subscribe for new shares in the Directed Share Issues may only be made based on publicly available information regarding the Company and the Company's shares. Such information has not been verified by Corpura. Corpura is acting on behalf of the Company in connection with the Directed Share Issues and not on behalf of anyone else. Corpura is not responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice in connection with the Directed Share Issues or with respect to any other matters referred to herein.

This press release does not constitute a recommendation for any investors' decisions regarding the Directed Share Issues. Each investor or potential investor should conduct its own research, analysis and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities can decrease as well as increase. Achieved results do not provide guidance for future results. Neither the content of the Company's website nor any other website accessible through hyperlinks on the Company's website is incorporated into or forms part of this press release.

Failure to follow these instructions may result in a violation of the Securities Act or applicable laws in other jurisdictions.