GiG Software PLC successfully completes directed share issue and has entered into convertible loans raising total proceeds of EUR 8,500,000

This information is information that GiG Software PLC 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 above, at 07:00 CEST on 26 August 2026.

26 August 2026

GiG Software Plc

(“GiG” or the “Company”)

GiG Software PLC successfully completes directed share issue and has entered into convertible loans raising total proceeds of EUR 8,500,000

GiG Software P.L.C. (“GiG” or the “Company”) today announces the successful completion of a directed issue of shares, represented by Swedish Depository Receipts (“SDRs”), to existing shareholders, (the “Share Issue”) and that it has entered into convertible loan agreements raising a combined EUR 8,500,000. The Company intends to use the net proceeds to fund the initial payment of the acquisition of 80% of the shares of 888 Africa Limited (“888AFRICA”) as well as for general corporate purposes.

The subscribers in the Share Issue consist of existing shareholders, including the Company’s largest shareholders, the MJ Foundation, ZJ Foundation, and the Company’s Chief Executive Officer, Richard Carter and the lenders under the convertible loan agreements include Richard Carter, Myrild AS, and Nalavio Limited.

The Share Issue is based on the general authorization granted to the Board under the Company’s Articles of Association, as reflected in the terms and conditions for the SDRs and the NDRs, which permit the Board to execute a directed issue of shares, NDRs and SDRs with deviation from preferential rights. 

Prior to resolving in favour of the Share Issue, the Board carried out an overall assessment and carefully considered the alternative of raising capital through a rights issue with preferential rights. The rationale for deviating from shareholders’ preferential rights is that, compared with a rights issue, a directed issue (i) can be completed within a short timeframe, thereby mitigating the risk of a materially adverse effect on the trading price of the Company’s SDRs on Nasdaq Stockholm; (ii) results in lower transaction costs; and (iii) enables the Company to act swiftly on the opportunity to acquire 80 percent of the shareholding in 888AFRICA. Having considered the foregoing, the Board has concluded that a directed issue of SDRs, deviating from shareholders’ preferential rights, represents the most favorable alternative for the Company and is in the best interests of its SDR holders.

The subscription price for the Share Issue has been set to SEK 1.725 per SDR. The Board’s assessment is that the Share Issue was carried out on market terms. The Company will receive EUR 2,500,000 million in gross proceeds from the Share Issue, before deduction of transaction costs. After the registration of the Share Issue, the total number of shares in the Company will amount to 176,907,744 (the vast majority of which are represented by listed SDRs). The Company’s nominal share capital will increase with EUR 16,038.85, from EUR 160,868.903 to EUR 176907.7436. The Share Issue will result in a dilution of approximately 9% of the number of SDRs in the Company. The subscription is subject to the completion of the acquisition of 80% of 888AFRICA Limited and receipt of funds.

The Company has also raised EUR 6,000,000 in 2-year convertible loans which are subject to an interest rate of 15% per annum, whereby the principle is repayable at the 2-year maturity and interest payable semi-annually (“Convertible Loans”). 25% of the principal of the Loans may be converted into SDRs every six months, at a conversion price representing a 10 percent discount to the volume-weighted average price (“VWAP”) of the Company’s SDRs on Nasdaq Stockholm over the 10 trading days preceding the relevant conversion notice. As the conversion price is not currently determined, it is not possible to calculate the dilution that will be caused as a result of the conversion.

The net proceeds of the Share Issue and the Convertible Loans are intended to be used to fund the initial payment in connection with the proposed acquisition of 80 percent of the share capital of 888AFRICA, as well as for general corporate purposes.

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About GiG Software Plc

GiG Software is a leading B2B iGaming technology company that provides premium solutions, products, and services to iGaming operators worldwide, fully compliant with regulatory requirements. GiG’s proprietary technology empowers our partners by delivering dynamic, data-driven, and scalable iGaming solutions that drive user engagement, optimise performance, and propel sustainable growth in the ever-evolving digital landscape. GiG’s vision is to be the pioneering force in the iGaming industry, transforming digital gaming experiences through innovation and technology that inspire and engage players worldwide.

GiG operates out of Malta and is listed on the Nasdaq First North Premier Growth Market in Stockholm, Sweden, under the ticker GiG SDB.

Find out more at www.gig.com.

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IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions by law. The recipients of this press release in jurisdictions where this press release has been published or distributed shall inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer to sell or an offer, or the solicitation of an offer, to acquire or subscribe for shares issued by the Company in any jurisdiction where such offer or invitation would be illegal prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

This press release is not a prospectus for the purposes of the Prospectus 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 rights in any Member State of the EEA and no prospectus has been or will be prepared in connection with the Directed Share Issue. In any EEA Member State, this communication is only addressed to and is only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”). There is no intention to register any securities referred to herein in the United States or to make a public offering of the 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, within or into Australia, Belarus, Canada, Hong Kong, Japan, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, the United States (including the district of Columbia) or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require registration or any other action other than those required under Swedish or Maltese law, is prohibited pursuant to EU, UK or US sanctions, or otherwise in conflict with applicable rules in such jurisdiction or cannot take place without application of an exemption from such measure. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new shares or granting loans to the Company. Any investment decision to acquire or subscribe for shares in connection with the Directed Share Issue or to provide loans to the Company must be made on the basis of all publicly available information relating to the Company and the Company’s shares.

The information in this press release may not be forwarded or distributed to any other person and may not be reproduced at all. Any forwarding, distribution, reproduction or disclosure of this information in its entirety or in any part is prohibited. Failure to follow these instructions may result in a breach of the Securities Act or applicable laws in other jurisdictions.

This press release does not constitute an invitation to warrant, subscribe, or otherwise acquire or transfer any securities in any jurisdiction. This press release does not constitute a recommendation for any investors’ decisions regarding the Directed Share Issue. Each investor or potential investor should conduct a self-examination, analysis and evaluation of the business and information described in this press release and any 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 contents of the Company’s website nor any other website accessible through hyperlinks on the Company’s website are incorporated into or form part of this press release.