Wicket Gaming’s Board of Directors decides on a rights issue of units of approximately SEK 46.7 million and procures a bridge loan of SEK 4.5 million

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED KINGDOM, THE UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, SOUTH AFRICA, SOUTH KOREA, SWITZERLAND, CANADA, HONG KONG, OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

The Board of Directors of Wicket Gaming AB (“Wicket Gaming” or the “Company”) has, subject to the shareholders' subsequent approval on an extraordinary general meeting, decided to carry out an issue of units consisting of shares and warrants with preferential rights for existing shareholders of approximately SEK 46.7 million (the “Rights Issue”). The Rights Issue is covered by subscription commitments and underwriting commitments to approximately 60.0 percent, corresponding to approximately SEK 28.0 million. In connection to the Rights Issue, the Board of Directors have also procured a bridge loan of SEK 4.5 million (the “Bridge Loan”) from Formue Nord Fokus A/S, (the “Lender”). In addition to procuring the Bridge Loan, the Company has undertaken to repay parts the loan procured from the Lender on May 25, 2022 (the “Existing Loan”). As an agreement regarding the partial repayment of the Existing Loan, which according to the loan terms fall due upon execution of the Rights Issue, the Lender will, through a directed issue, subject to the shareholders’ subsequent approval on an extraordinary general meeting, receive 1,333,333 warrants of series TO2, free of charge.

Summary

• The Rights Issue will, if fully subscribed, provide Wicket Gaming with approximately SEK 46.7 million, before deductions of costs for the issue. In the event of full utilization of the warrants of series TO2, including the warrants issued to the Lender, the Company may receive a maximum of approximately SEK 54.7 million, assuming full subscription in the Rights Issue.
• All existing shareholders will receive one (1) unit right for each share owned on the record date on January 19, 2023. Two (2) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of three (3) newly issued shares and two (2) warrants of series TO2. The subscription price is SEK 12.0 per unit, corresponding to SEK 4.0 per share. The warrants of series TO2 are issued without consideration.
• The subscription period for the Rights Issue will run from January 23, 2023, up to and including February 6, 2023.
• The Rights Issue is covered to approximately 18.5 percent by subscription commitments, corresponding to SEK 8.7 million, and approximately 41.5 percent through underwriting commitments, corresponding to SEK 19.4 million. Thus, the Rights Issue is covered by subscription commitments and underwriting commitments to approximately 60.0 percent.
• The Rights Issue is carried out for the purpose of raising capital to finance continued development and the global launch of Cricket Manager Pro, securing new orders within the Education segment, repaying loans and providing working capital.
• Wicket Gaming has decided to procure the Bridge Loan of SEK 4.5 million from the Lender. The Bridge Loan has an interest rate on market terms of 1.5 percent per commenced 30-day period and will be repaid with the proceeds from the issue.
• In connection with the Rights Issue and the procurement of the Bridge Loan, the Company has undertaken to repay parts of the Existing Loan to the Lender. As an agreement regarding partial repayment of the Existing Loan, which according to the loan terms is due for payment upon execution of the Rights Issue and procurement of the Bridge Loan, the Lender will, as compensation in order not to require full pre-payment of the Existing Loan, receive 1,333,333 warrants of series TO2 through a directed issue, without consideration.

Background and rationale in summary

Wicket Gaming carries out the Rights Issue to continue financing the Company’s expansive growth strategy. Focus will be directed toward finalizing the ongoing restructuring of Wicket Gaming and implementation of the recently acquired Wegesrand Group through Wicket Media GmbH (“Wicket Media”). The ambition is to move the development cost and resources for Cricket Manager Pro from external consultants to developers within the subsidiary Linked Dimensions. Wicket Media’s profitable position in digital education on the German market generates steady revenue streams and focus is directed toward expanding the operations within the Education segment. The Company also aims to accelerate the launch of Cricket Manage Pro globally and have several big cricketers ready to market the game. The proportion of players returning to the game and user ranking has increased significantly since the last update and the game has been downloaded more than 600,000 times.

During 2022, Wicket Gaming’s Board of Directors and management have continuously evaluated the need for resources to reach the goals the Company is working towards and agreed upon a need for working capital to finance continued growth. The Company also needs financing for repayment of the Existing Loan which is intended to be fully repaid with the proceeds from the warrants of series TO2 in November 2023.

The proceeds from the Rights Issue and proceeds from the utilization of warrants of series TO2 shall primarily be used for:

• Expansion within the Education segment
• Global launch of Cricket Manager Pro
• Repayment of loans
• Provision for working capital

Comment from the CEO

Wicket Gaming is facing a very exciting period in the Company's development, where both the global launch of Cricket Manager Pro and a continued expansion of the company's fast-growing Ed-Tech vertical are on the horizon. With a strengthened financial position, we gain increased flexibility on our growth journey. It also means that we will be able to take advantage of exciting acquisition opportunities along the way, with the aim of further strengthening the company.

Terms for the Rights Issue

The Board of Directors of Wicket Gaming has, subject to the subsequent approval from an extraordinary general meeting on January 4, 2023, decided to carry out the Rights Issue in accordance with the following main terms:

• All existing shareholders will receive one (1) unit right for each share owned on the record date, January 19, 2023. Two (2) unit rights give the right to subscribe for one (1) unit. One (1) unit consists of three (3) newly issued shares and two (2) warrants of series TO2.
• The subscription price per unit is SEK 12.0 corresponding to SEK 4.0 per share. The warrants are issued without consideration.
• The Rights Issue entails an issue of a maximum of 3,895,547 units, corresponding to 11,686,641 shares and 9,124,427 warrants of series TO2, including 1,333,333 warrants issued to the Lender.
• The subscription period for subscription of units will run from January 23, 2023, up to and including February 6, 2023.
• Upon full subscription in the Rights Issue, the Company receives approximately SEK 46.7 million before costs for the issue.
• Each warrant of series TO2 gives the right to subscribe for one (1) new share in the Company. The subscription price for subscription of shares with the support of warrants of series TO2 corresponds to 70 percent of the volume-weighted average price paid for the Company’s shares from October 17, 2023, up to and including October 30, 2023, however not less than SEK 3.0 and not more than SEK 6.0.
• The exercise period for the warrants of series TO2 will run from November 1, 2023, up to and including November 14, 2023.
• In the event of full subscription and full exercise of all warrants of series TO2 in conjunction with offered units and warrants issued to the Lender, the Company may be provided with an additional maximum amount of approximately SEK 54.7 million.
• The warrants of series TO2 are intended to be admitted to trading on Spotlight Stock Market after final registration with the Swedish Companies Registration Office.
• Through the Rights Issue, the share capital may increase by a maximum of SEK 11,686,641, from SEK 7,791,094 to SEK 19,477,735. Upon full exercise of the warrants of series TO2, the share capital may increase by an additional SEK 9,124,427 to SEK 28,602,162.
• The existing shareholders in the Company who do not subscribe for units in the Rights Issue will be diluted. A fully subscribed Rights Issue entails a dilution corresponding to 60.0 percent. The maximum increase in the number of shares in the Company as a result of full subscription of the Rights Issue and full exercise of attached warrants of series TO2 entails a dilution of approximately 72.8 percent.

Subscription commitments and underwriting commitments

The Rights Issue is covered to approximately 60.0 percent by subscription commitments and underwriting commitments. The Company has received subscription commitments of approximately 18.5 percent of the Rights Issue, corresponding to SEK 8.7 million, and approximately 41.5 percent of the Rights Issue is covered by underwriting commitments, corresponding to SEK 19.4 million. The subscription commitments and underwriting commitments are not secured through bank guarantees, pledge or similar arrangements. Subscription commitments have been made by a number of existing shareholders in the Company as well as management. The underwriting commitments have been provided by both internal and external investors. For the underwriting commitments, an underwriting compensation of fifteen (15) percent of the guaranteed amount in cash, or twenty (20) percent of the guaranteed amount in the form of units is paid. The subscription price for any units issued to underwriters shall correspond to the subscription price in the Rights Issue. No compensation is paid for underwriting commitments.

Procuring of the Bridge Loan, renegotiation of the terms of the Existing Loan and a directed issue of warrants of series TO2

Wicket Gaming has decided to raise the Bridge Loan for a total amount of SEK 4.5 million from the Lender in order to secure the Company’s short-term working capital until the completion of the Rights Issue. The Bridge Loan has an interest rate at market terms of 1.5 percent per commencing 30-day period and is repayable with proceeds from the Rights Issue.

Further, in connection with the Rights Issue and the raising of the Bridge Loan, the Company has renegotiated the Existing Loan that the Company raised from the Lender on May 25, 2022. The Existing Loan is, by its terms, repayable in full, in advance, in the event of a rights issue of warrants during the term of the Loan. As an agreement for the repayment of the Existing Loan in connection with the Rights Issue, the Lender will, as compensation for not requiring full pre-payment, receive 1,333,333 warrants of series TO2, without consideration, through a directed issue.

The reason for the deviation from the shareholders' preferential rights is thus to fulfil the Company's obligations under the agreement with the Lender and to release working capital in a timely and cost-effective manner. After careful consideration, the Company has determined that the arrangement and the issuance of warrants are in the best interests of the Company and its shareholders. The warrants will be issued without consideration. The subscription price for the Warrants has been determined through arm's length negotiations with the Lender and is considered to be fair market value in light of the agreement with the Lender. The Board's decision to issue the TO2 warrants to the Lender is subject to subsequent approval by an extraordinary general meeting.

Extraordinary general meeting

Notice of the extraordinary general meeting, for the approval of the Rights Issue and the TO2 directed issue, the decision to amend the limits of the Articles of Association, and the updated authorization for the board to resolve on new issuances will be announced by separate press release.

Prospectus

A prospectus and application form will be available before the beginning of the subscription period on the Company's website, www.wicketgaming.com/ir, and Mangold Fondkommissions website, https://emission.mangold.se/.

Common questions

Wicket Gaming addresses common questions in connection with the Company's Rights Issue on this link. The information will also be available on the Company’s website, www.wicketgaming.com/ir.

Indicative timetable

Advisers

Mangold Fondkommission AB is the financial advisor to Wicket Gaming in connection with the Rights Issue. Eversheds Sutherland Advokatbyrå AB is the legal advisor to the Company in connection with the Rights Issue.

Contacts

Eric de Basso, CEO, Wicket Gaming AB

E-mail: eric@wicketgaming.com

Phone: +46 70 780 52 00

About Wicket Gaming AB

Wicket Gaming is a Swedish game development company that was founded in 2015. The company's business concept is based on developing and distributing so-called free-to-play games in the sports genre based on proprietary brands. Since its founding, the Company has been working on developing its first title, Cricket Manager, which is a cricket manager game for mobile devices where you own and manage your own cricket club and compete against other players around the world. The goal is to create one of the world's most popular cricket manager games for mobile devices and to use a technical platform to broaden the game portfolio to include other sports manager games.

For more information, see Wicket Gaming's website www.wicketgaming.com 

This information is information that Wicket Gaming AB 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, on December 2, 2022 at 08:00 CET.

Important Information

Publication, announcement, or distribution of this press release may, in certain jurisdictions, be subject to restrictions according to law. Recipients of this press release in those jurisdictions, in which this press release has been announced or distributed, should inform themselves of and follow such legal restrictions. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in Wicket Gaming in any jurisdiction. Invitation to the persons concerned to participate in the Rights Issue will only take place through the EU growth prospectus which the Company intends to publish in connection with the Rights Issue.

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 sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933, as amended. The information in this press release may not be announced, published or distributed in or into the United Kingdom, the United States, Australia, Japan, New Zealand, South Africa, South Korea, Switzerland, Canada, Hong Kong or in any other jurisdiction where the announcement, publication or distribution of the information would not comply with applicable laws and regulations.

Within the European Economic Area, no offer is made to the public of securities in any country other

than Sweden. In other Member States of the European Union, such an offer may only be made in accordance with the exceptions in the Prospectus Regulation (EU) 2017/1129.

This press release contains certain forward-looking information that reflects the Company’s present view of future events as well as financial and operational development. Words such as “intend”, “assess”, “expect”, “may”, “plan”, “believe”, “estimate” and other expressions entailing indications or predictions of future development or trends, not based on historical facts, constitute forward-looking information. Forward-looking information is inherently associated with both known and unknown risks and uncertainties as it depends on future events and circumstances. Forward-looking information is not a guarantee of future results or development, and actual outcomes may differ materially from the statements set forth in the forward-looking information.