Issue of Equity

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION .

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Gfinity PLC or other evaluation of any securities of Gfinity PLC or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

For immediate release

7 May 2025

Gfinity PLC

("Gfinity" or the "Company")

Issue of equity

The Board is pleased to announce that the Company has today raised £300,000 conditional on Admission, through a Company arranged subscription with third parties ("Subscription") at a price of 0.07 pence per new Ordinary Share (the "Issue Price"). 

David Halley, CEO of Gfinity, commented:

"This funding, coupled with the continued development of Connected IQ technology, allows us to take Connected IQ through to industry wide adoption, and is reflective of the efficient model built by the team. With the Digital Media Group currently profitable on a monthly basis and Yentra.AI expected to be cash flow positive from the outset, we will utilise this capital primarily to build out our sales infrastructure for Connected IQ in both the UK and USA to accommodate advertising agency interest in both countries."

Fundraising

The Company has today raised £300,000, conditional on Admission, through a Company arranged subscription with third parties ("Subscription") at a price of 0.07 pence per New Ordinary Share (the "Issue Price") through the issue of 428,571,428 new Ordinary Shares ("Subscription Shares"). The proceeds (before expenses) from the Subscription will be used to develop the commercialisation of CIQ, new business opportunities and provide general working capital.

In addition, the Company will issue 214,285,714 new warrants ("Warrants") pursuant to the Fundraising on the basis of one-half Warrant for every Subscription Share. Holders of the Warrants may subscribe for one new Ordinary Share in the Company at a price of 0.15p for 18 months commencing on issuance.

The Subscription Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares. Application is being made for the 428,571,428 Subscription Shares to be admitted to trading on AIM and Admission is expected to take place on or around 16 May 2025.

Other Information

A copy of this announcement is available at the Company's website: www.gfinityplc.com

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). The person who arranged for the release of this announcement on behalf of the Company was David Halley, Chief Executive.

Enquiries:

Further Information

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate'' ''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures, competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements.

ENDS