Proposed Fundraising and Notice of General Meeting

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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

11 November 2025

Gfinity PLC

("Gfinity" or the "Company")

Proposed fundraising and Notice of General Meeting

The Board of Gfinity plc (AIM: GFIN) is pleased to announce that the Company has today conditionally raised £355,000 through a Company arranged subscription with third parties ("Subscription") at a price of 0.0475p per new Ordinary Share (the "Issue Price"). In addition, the Company will issue new warrants ("Warrants") pursuant to the Subscription on the basis of one new Warrant for every four Subscription Shares. Holders of the Warrants may subscribe for one new Ordinary Share in the Company at a price of 0.095p for 24 months commencing on issuance.

The Subscription is conditional on the passing of the resolutions to be proposed at a General Meeting ("Resolutions").

A circular, containing details of the Subscription and notice of the General Meeting to be held at 11.30 a.m. on 26 November 2025 is expected to be published and despatched to Shareholders shortly (the "Circular"). Following publication, the Circular will be available on the Group's website at www.gfinityplc.com.

David Halley, CEO of Gfinity, commented:

"This subscription marks an exciting point in the next stage of the development of Connected IQ, and with a full commercial team, we are able to extend the reach of our products and move into 2026 anticipating profitability at an operating level (before central overheads) across all of our subsidiaries".

Fundraising

The Company has today conditionally raised £355,000 (before expenses) through a Company arranged Subscription at the Issue Price. The Subscription is conditional on the passing of the Resolutions at the General Meeting.

In addition, the Company will issue new warrants "(Warrants") pursuant to the Fundraising on the basis of one Warrant for every four Subscription Shares. Holders of the Warrants may subscribe for one new Ordinary Share in the Company at a price of 0.095p for 24 months commencing on issuance.

The Issue Price compares to the closing mid-market price per share of 0.06p on 10 November 2025 (being the last practicable date prior to the announcement of the Subscription). Subject to shareholder approval, the Company will issue 747,368,421 new Ordinary Shares ("Subscription Shares") pursuant to the Subscription.

The proceeds (before expenses) from the Subscription, amounting to £355,000, will be used to develop the commercialisation of CIQ, new business opportunities and provide general working capital.

In addition, the Company has agreed to settle commissions of £14,750 in respect of the Subscription in new Ordinary Shares at the Issue Price, amounting to 31,052,631 new Ordinary Shares ("Fee Shares"), also subject to shareholder approval of the Resolutions.

Current trading

The Company continues to grow the Digital Media division, with continuing profitability of the websites and additional revenue generated from new affiliate deals and monetisation of the division's extensive social media channels.

Connected IQ is in continued discussions with some of the world's largest advertising agencies and has completed full integration into Iris, a leading CTV data platform. The integration has led to some immediate initial revenues and allowed for the potential development of commercial sales in the US market.

Connected IQ has also started work with the development group behind Ad Context Protocol (AdCP). AdCP is an open-source communication protocol that lets AI agents - whether built by advertisers, publishers, or ad tech intermediaries - interact using a common language. By being part of the build-out of what the Company believes is a key part of the future of advertising, we are seeking to position the Company to being one of the leading contextual services providers.

Yentra.AI has been further developing the Evolve product and we aim to start commercial sales within Q1 2026, coupled with academic partnerships. There is a large appetite in the corporate world for products which allow for the transformation of companies to being AI enabled and training models on their internal data and IP in a secure and owned environment.

General Meeting

The Circular, containing further details of the Subscription and notice of the General Meeting to be held at 11.30 a.m. on 26 November 2025 to, inter alia, approve the resolutions required to implement the Subscription, is expected to be published and despatched to Shareholders shortly. Following publication, the Circular will be available on the Group's website.

Admission

As announced on 7 May 2025, the Company raised £300,000 through a Company arranged subscription with third parties at a price of 0.07 pence per new Ordinary Share through the issue of 428,571,428 new Ordinary Shares and for which application was made for trading on AIM. Due to rounding error, a total of 428,571,429 new Ordinary Shares were in fact issued by the Company and therefore application will also now be made for admission to trading on AIM in respect of this one (1) further new ordinary share ("Additional Share").

The Subscription Shares, the Fee Shares and the Additional Share (together the "New Shares") therefore amount in aggregate to 778,421,053 new Ordinary Shares. The New Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares. Application will be made for admission to trading on AIM of the New Shares, subject to the passing of the Resolutions, and which is expected to take place on or around 27 November 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.

APPENDIX

SUBSCRIPTION STATISTICS

ENDS