GFIN Gfinity Plc

For immediate release

26 September 2024

Gfinity PLC

("Gfinity" or the "Company")

Director / PDMR Shareholding

Issue of equity

The Board of Gfinity plc (AIM:GFIN) is pleased to announce that further to the announcement earlier today ("Announcement"), David Halley has now subscribed £30,000 for 200,000,000 new Ordinary Shares ("Subscription Share") at a subscription price of 0.015p per new Ordinary Share "(Subscription Price") ("Subscription").

The 200,000,000 Subscription Shares issued pursuant to the Subscription will rank pari passu with the existing Ordinary Shares and application will be made for admission of the Subscription Shares to be admitted to trading on AIM on or around 4 October 2024 ("Admission"). The proceeds of the Subscription will provide additional working capital for the Company.

Voting Rights

In accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority ("FCA"), the total issued share capital on Admission will consist of 3,599,029,913 ordinary shares of 0.01p each, none of which are to be held in treasury. Therefore, the total number of voting rights in the Company on Admission is 3,599,029,913.

The above mentioned figure may be used by shareholders 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 and Transparency Rules.

Related Party

David Halley is a director of the Company and the Subscription is being treated as a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Accordingly, the Independent Directors (being the Board other than David Halley) consider, having consulted with the Company's nominated adviser, Beaumont Cornish, that the Subscription is fair and reasonable insofar as Gfinity's Shareholders are concerned. In particular the Directors have taken into account that the Subscription Price of 0.015p per Subscription Share is the same as the Conversion Price of the Notes, the terms of which were set out in the Announcement earlier today.

Other Information

A copy of this announcement is available at the Company's website: www.gfinityplc.com. Words and phrase defined in the Announcement will have the same meaning in this announcement.

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.

ENDS