Gstechnologies Regulatory News (GST)

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This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

19 November 2021

GSTechnologies Limited

("GST" or the "Company" or the "Group")

Placing to raise £1.0 million

GSTechnologies Limited (LSE: GST), the fintech and information technology solutions company, is pleased to announce that the Company has raised gross proceeds of £1.0 million through a placing (the "Placing") of 50,000,000 shares of no par value in the Company ("Placing Shares") at a price of 2p per share. The placing was arranged by ETX Capital.

The issue of the Placing Shares pursuant to the Placing is within the Company's existing allotment authorities. The Placing Shares equate to approximately 3.48% of the Company's currently issued share capital.

Background to and reasons for the Placing

On 5 March 2021 the Company announced that it intended to expand its focus into new higher-growth businesses based on blockchain technology, particularly those applicable to the banking and financial services sectors. The Company set up two new wholly owned subsidiaries, GS Fintech Ltd in the UK and GS Fintech Pte Ltd in Singapore to develop this strategy.

Under the Company's Collaboration Agreement with Wise MPay, as announced on 28 May 2021, Wise MPay is providing the Company with software and services to develop products and services based on blockchain technology for the banking and financial services sector, in line with the Group's goal of enabling its customers to conduct peer-to-peer payments around the world quickly and cheaply.

On 5 October 2021, to further accelerate the implementation of the Group's strategy, the Company announced its conditional acquisition of Angra Limited ("Angra"), a Financial Conduct Authority ("FCA") approved Authorised Payment Institution ("API"), conducting fast, secure and low-cost foreign exchange business and payment services internationally from its base in the UK. Completion of the acquisition of Angra is conditional on GST obtaining approval from the FCA for the change of control of Angra, a regulated entity.

The Directors believe the Group is well positioned to leverage a variety of neobanking business models and monetization strategies, including deposit/withdrawal fees, FX spread, and transaction fees. The Group will seek to obtain any further licenses that may become necessary by applicable law at a future point in time.

The funds raised from the Placing will be principally used to accelerate the implementation of the Group's strategy, in particular covering planned sales and marketing costs, and the costs of further development and implementation of the Wise MPay technology.

Tone Goh, Chairman of GST, commented: "I am delighted to announce this successful fundraising and welcome a number of new shareholders to GST. The Placing will provide additional funds for us to accelerate the implementation of our fintech plans, in particular in conjunction with our collaboration partner Wise MPay, and as we look to complete the acquisition of Angra. I look forward to providing further updates in due course as we seek to rapidly build a blockchain enabled neobanking business."

Admission and Total Voting Rights

The Placing has been conducted utilising the Company's existing share authorities. The Placing Shares will rank pari passu in all respects with the existing shares. The Placing is conditional, inter alia, on there being no breach of the obligations under the Placing Agreement entered into between Monecor (London) Ltd (trading as ETX capital) and the Company prior to Admission, and admission of the Placing Shares to trading on the Main Market of the London Stock Exchange ("Admission") becoming effective. Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on the Main Market of the London Stock Exchange and the Standard Segment of the FCA Official List. It is expected that Admission will become effective and that dealings in the Placing Shares on the Main Market of the London Stock Exchange will commence on or around 25 November 2021.

On Admission, the Company will have 1,484,982,002 shares in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of shares and voting rights will be 1,484,982,002 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquiries:

For more information please see: https://gstechnologies.co.uk/