Guild Esports . Regulatory News (GILD)

The information contained within this announcement is deemed by the Company to constitute inside information stipulated under the Market Abuse Regulation (EU) No. 596/2014, as retained as part of the law of England and Wales. Upon the publication of this announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

Press Release

30 October 2023

Guild Esports PLC

("Guild Esports", "Guild", or "the Company")

Up to £1 million subscription by strategic investor

Guild Esports PLC (LSE: GILD; OTCQB: GULDF), a global gaming-focused media business, is pleased to announce that it has signed a subscription letter with an international esports, content creation and media brand ("the Brand") for the Brand to subscribe for up to 200,000,000 new ordinary shares of £0.001 each in the capital of Guild ("Ordinary Shares") at a price of £0.005 per Ordinary Share, to raise up to £1,000,000 before expenses.

The Brand subscribed for the Ordinary Shares in three tranches, payable entirely in cash. The first two tranches are unconditional, with the first tranche of £250,000 already subscribed for and the second tranche of £250,000 due and payable on 30 October 2023. The third tranche of the subscription is for £500,000 and is conditional on the negotiation and entry into a wider commercial agreement between the Brand and Guild.

Guild expect that the synergies between the Company and the Brand will enhance operational efficiencies and amplify value creation for stakeholders. The shared vision and complementary capabilities of both companies position them well to unlock growth, innovation, and market penetration. The Board anticipates that both companies will explore avenues for how collaboration can benefit each other's businesses, partners, audience footprint and generate future value. The investment and proposed partnership are a continuation of Guild's long-term strategy to establish itself as a leader within the esports, media and gaming sector. The Company will make a further announcement on the commercial agreement in due course.

Use of funds

The net proceeds of the subscription will provide Guild with additional working capital which will be used to implement Guild's strategic drive for its brand and services more deeply into the industry eco-system as well as to facilitate international expansion. The Company intends to target new geographical areas and audiences, with a particular focus on MENA. MENA is an area of rapid growth for gaming and esports, estimated to have 87.9 million gamers by 2026 (source: Statista, 2023), and acts as a geographic bridge between Europe, Asia and Africa, all of which have growing gaming communities. Regional governments are investing heavily in esports, with the Kingdom of Saudi Arabia recently announcing the Esports World Cup, expected to have the largest prize pool in esports history (source: Reuters, 2023). The Directors of the Company believe that MENA offers the opportunity for rapid growth and are keen for Guild to establish an immediate foothold in the region.

Prospectus and Admission

The Ordinary Shares to be issued to the Brand will rank pari passu in all respects with the existing Ordinary Shares. However, Guild does not currently have sufficient headroom for the Ordinary Shares issued and to be issued pursuant to the subscription to be admitted to the Official List maintained by the FCA and to trading on the London Stock Exchange PLC's Main Market without the publication of a prospectus. The Company has therefore agreed with the Brand that it will use its reasonable endeavours to procure admission of the Ordinary Shares within 12 months of the first allotment, as permitted and required by the Listing Rules.

The Company will prepare and, subject to approval by the FCA, publish prospectus in due course. Once the prospectus has been published, application will be made for the 200,000,000 new ordinary shares (assuming the subscription becomes wholly unconditional) to be admitted, to be admitted to the Standard List segment of the Official List and to trading on the Main Market of the London Stock Exchange plc.

Shares and Total Voting Rights

Only the first tranche of shares has been subscribed for and therefore following issue of those shares the total number of issued shares and total number of voting rights will be 672,317,362. The Company does not hold any shares in treasury.

Further announcements in respect of the second and third tranches will be made in due course. However, assuming the subscription becomes wholly unconditional, there are no other allotments (other than pursuant to the subscription) and no shares are held in treasury, the total number of issued shares and the total number of voting rights in the Company will be 822,317,362 following the completion of the subscription.

Arkios Limited acted as bookrunner to the placing and Guild's Special Advisor to the Board, Stephen Duval, was integral to negotiating the deal.

Jasmine Skee, CEO of Guild Esports, commented: "This subscription marks a significant milestone in Guild's journey and paves the way for exciting opportunities ahead. There is immense international appetite for esports, particularly in the MENA region which is rapidly emerging as an esports hub. The investment is crucial to furthering our vision of becoming the leading international esports and gaming-focused media brand and Guild looks forward to deepening ties with a complementary business."

Stephen Duval, Special Advisor to the Board of Directors, Guild Esports: "This deal is an exciting development for Guild. We believe the investment and partnership (in due course) will work seamlessly within Guild's strategy to solidify itself as a globally robust leader in the esports and gaming ecosystem."

For further information please contact:

About Guild Esports:

Guild Esports PLC is a global gaming-focused media business that fields professional players in gaming competitions under the Guild banner. Our in-house training academy aims to attract and nurture the best esports talent, and our goal is to provide the ultimate entertainment experience alongside a distinctive lifestyle brand authentic to the esports community worldwide. Guild is led by an experienced management team of entertainment sector and esports veterans and co-owned by David Beckham. The Company is headquartered in the UK and its shares are listed on the Main Market of the London Stock Exchange (ticker: GILD) and on the OTCQB Venture Market in the United States (ticker: GULDF). Please visit www.guildesports.com for more information.

Forward-looking statements

This Announcement includes forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on management's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believe", "expects", "targets", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the intentions, beliefs or current expectations of management or the Company concerning, among other things, the results of operations, financial condition, prospects, growth, strategies and dividend policy of the Company and the industry in which it operates. In particular, the statements included in the sections entitled "Risk Factors" and "Business" of this Announcement regarding the Company's strategy, targets and expectations in respect of the Company's expected revenue, profit, growth, accounting tax rates, and capital expenditure upon the operating results of the Company as well as other expressions of the Company's targets and expectations and other future events or prospects are forward-looking statements.