GAN.L Regulatory News (GAN)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, CANADA OR JAPAN.

LONDON STOCK EXCHANGE (LSE): GAN | IRISH STOCK EXCHANGE (ISE): GAME

Posting of Circular

London & Dublin | May 23, 2018: GAN plc ("GAN" or the "Company"), an award-winning developer and supplier of enterprise-level B2B Internet gaming software, services and online gaming content in the United States, announced on May 21, 2018 a conditional equity subscription to raise gross proceeds of £7.5 million.

A circular, containing a notice of the General Meeting, has been sent to Shareholders outlining the terms of the Subscription and seeking the necessary approval of Shareholders to issue the Subscription Shares on a non-pre-emptive basis (the "Circular"). The general meeting is convened to be held on June 7, 2018 at 2.00 p.m. at the offices of Mishcon de Reya LLP, Africa House, 70 Kingsway, Holborn, London WC2B 6AH.

Application will be made to the London Stock Exchange and Euronext Dublin for the Subscription Shares to be admitted to trading on AIM and the ESM, respectively. Subject to the Resolutions being passed at the General Meeting, it is expected that Admission of the Subscription Shares will become effective and that dealings will commence in the Subscription Shares at 8.00 a.m. on June 8, 2018.

Pursuant to Rule 20 of the AIM and ESM Rules, copies of the Circular are now available for inspection at www.GAN.com.

Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the Circular.

For further information please contact:

GAN | Overview

GAN is a leading B2B supplier of Internet gaming enterprise software-as-a-service solutions to the US land-based casino Industry. GAN is listed on the ESM, the market of the Irish Stock Exchange (Euronext Dublin), under the ticker: GAME, and AIM ,the market of the London Stock Exchange, under the ticker: GAN.

The Company has developed an Internet gaming enterprise software system, GameSTACK™, which it licenses principally to land-based US casino operators as a turnkey technology solution for both regulated real-money and/or virtual Simulated Gaming. GAN has fourteen (14) casino operators as clients of Simulated Gaming coast-to-coast across the US and Internationally; two (2) clients of real money Regulated Gaming in New Jersey; one (1) client of real money Regulated Gaming in Pennsylvania and ten (10) clients of real money Regulated Gaming in Europe.

The Internet Gaming System, developed in London under a UK Gambling Commission license, is certified to the highest technical standards currently required by gaming regulators. In January 2018 GAN announced a strategic partnership with SBTECH, a leading European B2B sports betting technology provider. In April 2017 GAN was granted a Casino Service Industry Enterprise license by the New Jersey Division of Gaming Enforcement being GAN's first privileged gaming license in the United States. In May 2018, the US Supreme Court repealed PASPA and GAN confirmed the H2 launch of sports betting for US clients integrated into GAN's enterprise software platform.

This Announcement should be read in its entirety. In particular, investors should read and understand the information provided in the "Important Notices" section of this Announcement.

For more information please visit www.GAN.com

Important Notices

Davy, which is authorised and regulated in Ireland by the Central Bank of Ireland, is acting as Nominated Adviser and ESM adviser to the Company in connection with the matters described in this announcement. Davy is acting exclusively for the Company in connection with arrangements described in this announcement and is not acting for any other person and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Davy or for advising any other person on the arrangements described in this announcement. Davy has not authorised the contents of, or any part of, this announcement and no liability whatsoever is accepted by Davy for the accuracy of any information or opinion contained in this announcement or for the omission of any information.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

This announcement and the information contained herein is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada or Japan or any other jurisdiction into which the publication or distribution would be unlawful.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the current intentions, beliefs or expectations of the directors ("Directors") of the Company concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. These forward-looking statements speak only as at the date of this announcement. Save as required by applicable law or regulation, none of the Company, its agents, employees or advisers undertakes any obligation to update or revise any forward-looking or other statements, whether as a result of any change in the Directors' expectations or to reflect events, conditions or circumstances after the date of this announcement or otherwise.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Davy, The Equity Group or Walbrook PR or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in or forms part of this announcement.

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