Gentoo Media Inc. completes a fully underwritten directed share issue of Class Z Common Stock, raising the final proceeds of EUR 50 million to fully refinance its December 2026 bonds
REGULATORY NEWS · Nasdaq Stockholm: G2M
Gentoo Media Inc. - 2 November 2026
This information is information that Gentoo Media Inc. (the "Company" or "Gentoo") is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out below, at 11:15 CEST on 2 November 2026.
· The Board of Directors of the Company (the "Board") has today completed the directed share issue originally announced on 1 October 2026, comprising 91,928,663 new shares of a new, unlisted class of common stock, designated "Class Z Common Stock" (the "New Shares"), resulting in aggregate gross proceeds of approximately EUR 50,000,000 before transaction costs (the "Share Issue").
· The subscription price is SEK 6.1633 per New Share, equivalent to EUR 0.5439 per New Share (the "Subscription Price"), representing the 12-month volume-weighted average price of the Company's shares on Nasdaq Stockholm up to and including 30 September 2026, and a premium of approximately 58% to the closing price on that date. The Subscription Price has been determined based on negotiations held on an arm's-length basis. Accordingly, the Subscription Price has, in the Board's assessment, been set on market terms and conditions.
· Participation in the Share Issue was open to existing shareholders of the Company that are institutional investors based in the EU, the EEA and the UK and that met certain other predetermined eligibility criteria (the "Eligible Shareholders", as further described below), each of whom was offered the opportunity to subscribe for New Shares. Only MJ Foundation Fundacja Rodzinna ("MJF") and Fundacja Zbigniewa Juroszka Fundacja Rodzinna ("ZJF") (the "Backstop Providers") provided subscription commitments.
· The Share Issue was fully underwritten by the Backstop Providers. Accordingly, all of the New Shares have been allocated to the Backstop Providers as follows: MJF: 45,964,331 New Shares; ZJF: 45,964,331 New Shares.
· No set-up fee or underwriting fee has been or will be paid to any of the Backstop Providers in connection with the provision of the underwriting commitments.
Background
On 1 October 2026, the Company announced that it had agreed the Loan with ZJF of EUR 50,000,000, and that the Board planned to carry out a directed share issue targeting aggregate gross proceeds of EUR 50,000,000, for which the Backstop Providers had signed commitments to fully underwrite the issue.
The Share Issue
The Share Issue comprised 91,928,663 New Shares, corresponding to an aggregate gross proceeds of EUR 50,000,000 before transaction costs. The New Shares are of a new class of common stock, par value USD 0.001 per share, which will not be admitted to trading on Nasdaq Stockholm or any other trading venue, and will be registered directly on the Company's share register held by Euronext VPS. The New Shares will carry the same voting and dividend rights as the Company's existing Common Stock.
The New Shares are subject to transfer restrictions under Regulation S of the U.S. Securities Act of 1933 for a period of 12 months following delivery. Accordingly, the Class Z Common Stock may not be transferred during that 12-month period without the Company's specific consent (which will only be provided if the Company is satisfied that the transferee is not a US Person and receives the appropriate certifications). Upon the lapse of that period, holders of Class Z Common Stock may require the Company to convert their shares one-for-one into Common Stock. Any such conversion, and the admission to trading of the resulting shares of Common Stock on Nasdaq Stockholm, will be subject to applicable securities-law requirements, including any prospectus that may be required in connection with admission.
The Subscription Price of SEK 6.1633 is equal to the volume-weighted average price of the Company's shares on Nasdaq Stockholm over the 12-month period ending on, and including, 30 September 2026. Translated at the European Central Bank EUR/SEK reference rate of 11.331 on 30 September 2026 and rounded down to four decimal places, the Subscription Price corresponds to EUR 0.5439 per New Share. Payment for the New Shares is to be made in EUR. The Subscription Price represents a premium of approximately 58% to the closing price of SEK 3.90 of the Company's shares on Nasdaq Stockholm on 30 September 2026.
The Board has set the Subscription Price by reference to the longer-term trading price rather than the current share price, which the Board considers to be temporarily depressed by short-term factors related to the Company's financial position ahead of the Bond repayment. The Subscription Price has been determined based on negotiations held on an arm's-length basis. Accordingly, the Subscription Price has, in the Board's assessment, been set on market terms and conditions.
Eligible Shareholders were offered the opportunity to subscribe for New Shares at the Subscription Price. Subscription commitments were provided only by the Backstop Providers, all of whom are entities affiliated with the Juroszek family. Accordingly, all of the New Shares have been allocated to, and subscribed for by, the Backstop Providers, and the allocation of New Shares is split 50/50 between them in accordance with their subscription commitments and underwriting undertakings.
Underwriting by the Backstop Providers
Pursuant to the Backstop and Underwriting Agreement dated 30 September 2026, each of the Backstop Providers irrevocably undertook (i) to subscribe in full for the New Shares pro rata to its shareholding, and (ii) to subscribe for any New Shares not subscribed and paid for by other Eligible Shareholders (as defined below) according to an allocation determined by the Backstop Providers, so that the Share Issue would raise its full target amount of EUR 50,000,000. No commitment, underwriting or similar fee has been or will be paid to any of the Backstop Providers in connection with the provision of the underwriting commitments. As no Eligible Shareholders other than the Backstop Providers provided subscription commitments, the Backstop Providers have subscribed for all of the New Shares in accordance with these undertakings.
The Backstop Providers are entities affiliated with the Juroszek family, and with Board members Mateusz Juroszek and Tomasz Juroszek. The underwriting arrangements accordingly constitute a related party transaction. The directors affiliated with the Backstop Providers took no part in the Board's deliberations or resolutions on the Share Issue, which were resolved by the disinterested directors.
Reasons for the deviation from shareholders' preferential rights
Having evaluated other options, including a rights issue, the Board has concluded that a share issue with preferential rights for all shareholders is objectively impracticable in the Company's specific circumstances. This is not a question of cost or convenience alone: such an issue cannot be structured in a manner that is both compliant with U.S. securities law and capable of reaching all the Company's shareholders on equal terms. In particular:
· U.S. securities law. As a Delaware corporation, the Company is a U.S. domestic issuer. A registered U.S. offering could not be completed before the Bonds mature, and its costs would require a significantly larger capital raise. The Company must therefore rely on Regulation S, which requires it to ensure that no shares are offered to or received by U.S. persons, including beneficial owners, and that no shares are transferred to U.S. persons within 12 months of issue.
· Identification of shareholders. The Company's shareholders are registered in Euronext VPS or Euroclear Nordics AB ("Euroclear Sweden"). Identifying all beneficial owners to confirm that none are U.S. persons is operationally impracticable and, in several instances, impossible, as U.S. custodians hold shares through omnibus accounts where beneficial owners may block disclosure.
· Transfer restrictions. Transfers to U.S. persons cannot be blocked for shares listed on Nasdaq Stockholm. The only way to comply is to issue unlisted shares, of a separate class, subject to transfer blocks at the central securities depository. Such shares cannot be registered with Euroclear Sweden and, as complex financial instruments under MiFID II, would require individual appropriateness assessments before being offered to retail investors, which is not practicable across thousands of shareholders. Hence, the Share Issue is being carried out in an unlisted share class `Class Z Common Stock' which will be directly registered on Euronext VPS.
· Timing. The Bonds mature on 18 December 2026 and the need to raise capital is urgent. A directed issue to a defined group of known shareholders can be completed within this timetable, whereas a rights issue requiring a prospectus could not.
In connection with the Share Issue, the Board offered holders of Common Stock as at 30 September 2026 (the offering record date) who fell within certain predetermined criteria (including that they are large institutional investors based in the EU, the EEA or the UK and are known not to be U.S. persons (as defined in Regulation S)), in order to avoid the regulatory burden described above, the opportunity to subscribe for New Shares (together, the "Eligible Shareholders"). Following such offer, only the Backstop Providers provided subscription commitments and, accordingly, all the New Shares have been allocated to the Backstop Providers in an equal allocation between them. A broader offering was not operationally feasible within the available timeframe, and the Board is of the opinion that it lies in the interest of all shareholders that the capital was secured swiftly and without risk of failure, which the Backstop Providers' underwriting ensured at no fee to the Company.
The Board therefore considers that the Share Issue, and the deviation from shareholders' preferential rights, is in the interest of the Company and all its shareholders.
Effect on shareholders
Prior to the Share Issue, the Company had 134,707,974 shares of Common Stock in issue. Following the completion of the Share Issue, the total number of shares in the Company has increased by 91,928,663 New Shares to 226,636,637 shares, corresponding to a dilution of approximately 40.6% of the shares and votes for shareholders who did not participate in the Share Issue.
Prior to the Share Issue, the Backstop Providers together held shares, corresponding to approximately 26.79 % of the shares and votes in the Company before the completion of the Share Issue. Following the Share Issue, the Backstop Providers together hold 128,029,657 shares, corresponding to approximately 56.49% of the shares and votes in the Company following the Share Issue. Betplay Capital, an entity affiliated with the Juroszek family, additionally holds 6,443,026 shares.
Use of proceeds
The gross proceeds of the Share Issue of approximately EUR 50,000,000, together with the Loan, are intended to be applied to repay the Bonds in full at maturity on 18 December 2026 (≈ EUR 91,500,000) and to repay in full the Company's unsecured loans (≈ EUR 2,000,000) and to partially repay (≈ EUR 6,500,000) the Company's senior secured loans (≈ EUR 14,000,000) set out in the Company's announcement of 1 October 2026.
Comment
"Today we have completed the share issue, and with it our refinancing. The issue was offered to our eligible shareholders and has been fully subscribed by our largest shareholders, at a premium to the current share price. Together with the loan, it secures the repayment of our bonds in full in December and reduces the amount of debt in the Group."
Jonas Warrer, Chief Executive Officer of Gentoo Media Inc.
For further information, please contact
Mikael Harstad, Chairman l Mikael.harstad@g2m.com
Sebastian Mortensen, Investor Relations, +45 2083 9553 I Sebastian.mortensen@g2m.com
About Gentoo Media Inc.
Gentoo Media is a market-leading affiliate connecting operators and players in the online gambling and sports betting industry. Gentoo Media offers an array of iGaming affiliate solutions, such as paid marketing expertise and quality traffic through our prominent industry sites including AskGamblers, Time2Play, CasinoTopsOnline, WSN and Casinomeister. In 2024, Gentoo Media (formerly GiG Media) became Gentoo Media Inc. following a legal split separating the Media and Platform and Sportsbook business in Gaming Innovation Group (GiG) into two independently listed companies. Gentoo Media Inc. is listed on Nasdaq Stockholm (ticker "G2M"). www.gentoomedia.com
Important notices
Forward-looking statements
This announcement contains forward-looking statements that reflect the Company's current expectations regarding future events, including statements relating to the Loan, the Share Issue, the EGM, and the Company's future financial position and capital structure, and any future dividends, share buybacks or other returns of capital. These statements are subject to risks and uncertainties, and actual results may differ materially. The Company does not guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors, and readers should not place undue reliance on such forward-looking statements. The information, opinions and forward-looking statements contained herein speak only as of the date of this announcement and are subject to change without notice. The Company undertakes no obligation to update or revise any forward-looking statement, except as required by applicable law or Nasdaq Stockholm's rules for issuers.
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This announcement is for informational purposes only and is not an offer to sell or a solicitation of an offer to buy securities in the United States or to, or for the account or benefit of, any U.S. person.
The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities may not be offered, sold, pledged, delivered or otherwise transferred in the United States or to, or for the account or benefit of, any U.S. person, absent registration under the Securities Act or an available exemption from, or transaction not subject to, the Securities Act's registration requirements.
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This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction. The Company has not authorised any offer to the public of shares or other securities in any member state of the European Economic Area ("EEA"). In each member state of the EEA, this message is only directed towards "qualified investors" in that member state in accordance with the definition in the Prospectus Regulation. In the United Kingdom, this document and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" (within the meaning of Article 86(7) of the Financial Services and Markets Act 2000) who are (i) persons having professional experience in matters relating to investments who fall 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 falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.
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