Gentoo Media Inc has agreed to a preferred secured loan of 50 million euros and has received a full underwriting commitment for the proposed 50 million euro rights issue to refinance its bonds due in December 2026.

Regulatory News • Insider Information • NASDAQ Stockholm: G2M

Gentoo Media Inc – October 1, 2026, 08:00 CET

This information constitutes insider information that Gentoo Media Inc (“the Company” or “Gentoo”) is obligated to disclose publicly in accordance with the European Union’s Market Abuse Regulation (Regulation (EU) No. 596/2014 (“MAR”). This information was submitted for publication on CET at 08:00 on October 1, 2026.

Valletta, Malta, October 1st / PRNewswire / ——

• The company's subsidiary Gentoo Media PLC has entered into a preferential secured term loan (‘loan’) of 50 million euros with the company’s major shareholder Fundacja Zbigniewa Juroszka Fundacja Rodzinna (“ZJF”), with the latter acting as the lender.

The company's board of directors ("Board of Directors") plans to conduct a private placement, issuing a new class of common shares with a total target fundraising amount of 50 million euros ("private placement"). This private placement plan is scheduled to be implemented in the fourth quarter of 2026, but further approval is still required, including approval from the shareholders' general meeting (EGM) to increase the authorized share capital. Whether the private placement will be carried out and the final terms will be announced separately.

The company's major shareholders, including MJ Foundation Fundacja Rodzinna ("MJF"), ZJF, and Betplay Capital Fundacja Rodzinna (collectively referred to as the "underwriting party"), have signed commitments to underwrite any proposed rights issues at a subscription price of 6.1633 Swedish kronor per share, with an underwriting amount of up to 50 million euros.

Therefore, the company has received a total commitment of 100 million euros, which exceeds the approximately 91.5 million euros of outstanding senior secured bonds ("bonds") for the 2023/2026 period, which amount to Gentoo Media P L.C.

The combined net proceeds from the loan and rights issue are intended to be used for the full repayment of the company's bonds on December 18, 2026, and to further reduce the company's current debt financing limit of 16 million euros by approximately 8.5 million euros.

The new capital structure will return control of the group's cash flow to the company: loans can be repaid in advance at any time without penalties or premiums, and there is no equity component involved. Moreover, after the bonds are redeemed, the board of directors will have the flexibility to consider returning capital to shareholders through dividends and share repurchases over time.

To implement the rights issue, the board of directors intends to convene a special general meeting of shareholders ("EGM") in order to: (i) increase the authorized number of the company's common shares from 200 million to 250 million; and (ii) authorize the company to issue a new class of common shares with a par value of $0.001 per share, named "Class Z Common Stock", totaling 100 million shares. The number of such issued shares ("Class Z Common Stock") shall at no time exceed the number of authorized but unissued common shares.

background

Gentoo Media Inc is the ultimate parent company of the Gentoo group. The company's current bonds are issued by its subsidiaries Gentoo Media P and L.C. The company and several of its subsidiaries provide guarantees for these bonds, which are issued in two tranches in both euros and Swedish kronor. The total outstanding face value is approximately 91.5 million euros, with the maturity date being December 18, 2026.

The board of directors, in conjunction with advisors, evaluated the refinancing options before the bond maturity and concluded that the proposed solution, which consists of a new preferred secured loan and a private placement of shares, is the most certain and appropriate approach to fully refinance the bonds and strengthen the company's capital structure. The refinancing process was led by an independent refinancing committee (hereinafter referred to as the "Committee") established within the board of directors, and directors with ties to the lenders did not participate in the discussions or resolutions regarding this financing matter. During 2026, with the assistance of external financial advisors, the company conducted extensive market outreach, contacted more than 100 potential financiers, and received several formal financing offers. The Committee also obtained an independent opinion from Deloitte Malta, which concluded that the pricing of the loan and other key terms were in line with fair market conditions and were superior to any executable alternative third-party options.

Loan

Gentoo Media PLC is the borrower of this preferential secured loan of 50 million euros, which is provided by the lender. This loan is a preferential secured debt with a repayment priority at least on par with other preferential secured debts of the group and is not subordinate to them. The interest is calculated at a rate of EURIBOR plus 7.50% per annum, paid quarterly in cash, with a minimum of 2.00% EURIBOR set in place. The loan is due on December 18, 2029, with 10 million euros required to be repaid on each of the first two anniversaries, and the remaining 30 million euros to be repaid on the final maturity date. No arrangement fee or setup fee is charged for this loan. The company may repay the loan in full or in part at any time without having to pay a penalty or premium, and the lender will not obtain any additional equity interests, warrants, conversion rights, or other equity participation rights as a result of this loan. This flexibility to repay in advance allows the company to utilize its free cash flow to reduce debt at its own pace and according to its own decisions.

Since the lender is a major shareholder of the company and is associated with board members Mateusz Juroszek and Tomasz Juroszek, this loan constitutes a related-party transaction. The loan terms were assessed and negotiated by the board's independent refinancing committee, which used formal quotes obtained from the competitive market process as a benchmark. Additionally, the opinion of Deloitte Malta was sought to ensure independence and fairness; this opinion stated that the loan's pricing and other key terms were in line with fair market conditions. The board determined that the loan terms were market-compliant for such financing, taking into account the company's financial situation, while the directors related to the lender abstained from participating in the relevant discussions and resolutions.

Rights issue

After obtaining the signed commitment from the underwriter, the board of directors sought the necessary approvals to implement a rights issue; the underwriter committed to subscribing for all the shares allocated to them in proportion, as well as any shares that other eligible shareholders did not subscribe for ("underwriting shares"), thereby ensuring that the rights issue would be fully subscribed and achieving the target amount of 50 million euros. The subscription price agreed upon with the underwriter for their proportional subscription rights ("proportional shares") and the underwriting shares was 6.1633 Swedish kronor per share; this price is equal to the weighted average trading price of the company's shares over the 12 months prior to the date of this announcement, and it was converted into euros using the prevailing exchange rate at that time between euros and Swedish kronor ("subscription price").

The board of directors plans to conduct a private placement to issue a new class of common shares (see also “EGM Approval to Increase Authorized Shares and Establish a New Share Class”), with a total target fundraising of 50 million euros. The company has obtained a commitment signed by the underwriter (“underwriting commitment”), which states that any new shares not subscribed for by other qualified shareholders will be subscribed for by the underwriter (“underwritten shares”) to ensure full subscription of the private placement. The underwriting commitment comes with usual conditions; the subscription price for the private placement is 6.1633 Swedish kronor per share, which is equal to the weighted average trading price of the company’s shares on NASDAQ Stockholm over the 12 months prior to September 30, 2026 (“subscription price”), and it represents a premium of about 58% over the closing price of the company’s shares on NASDAQ Stockholm as of September 30, 2026.

The party providing the guarantee is an entity associated with the Juroszek family, which is a major shareholder of the company. Therefore, these underwriting arrangements also constitute related-party transactions, and the basis for handling them is the same as that for the loans mentioned above.

The rights issue plan is to be implemented in the fourth quarter of 2026, but further approval is still required, including approval from the shareholders' general meeting to increase the authorized share capital. Whether the rights issue will be carried out and the final terms will be announced separately.

EGM Approves Increase in Authorized Shares and Establishment of New Share Classes

To implement the rights issue, the board of directors intends to convene a special general meeting of shareholders in order to: (i) increase the authorized number of common shares with a par value of $0.001 per share (“common shares”) from 200 million shares to 250 million shares; and ( ii ) authorize the company to issue a new class of common shares with a par value of $0.001 per share, named “ Class Z Common Stock ”, totaling 100 million shares. Prior to the rights issue, the company's authorized share capital consisted of 200 million common shares, of which 134,707,974 shares were already issued and listed. The number of Class Z Common Stock issued shares shall not at any time exceed the number of authorized but unissued common shares. After a 12-month lock-up period, holders of Class Z Common Stock may request the company to convert their shares into common shares. Any such conversion, as well as the listing and trading of the converted common shares, must comply with applicable securities laws, including any prospectus requirements related to listing.

EGM The notice, including the full agenda and proposed resolutions, will be published separately in accordance with applicable laws and the company's articles of association.

It is expected that EGM will be held on November 2, 2026.

Purpose of Funds

The total funds raised of approximately 100 million euros, expected to come from loans and rights issues, are intended to be used for the following purposes:

The payment of bond interest will be funded by the company's cash flow.

After the aforementioned repayments, the group's outstanding interest-bearing debts are estimated to be around 57.5 million euros, and these will be owed to the company's largest shareholder.

Capital Allocation and Financial Flexibility

This refinancing will return control of the group's cash flow to the company. Unlike bonds, loans can be repaid in full or in part at any time without penalty or premium, allowing the group to use its free cash flow to reduce leverage at its own pace. After the bonds are redeemed, the company will also have greater flexibility in capital allocation and may consider returning capital to shareholders over time, including through dividends and share repurchases, subject to new financing terms, applicable laws, and future decisions by the board of directors and (if necessary) shareholders.

Comment

"This financing plan provides a clear and fully implemented solution before the maturity of our bonds in December, and it has received continuous support from our largest shareholder. It enables us to repay the bonds in full, reduce existing debt, and regain control of our cash flow. The new loan will strengthen the company's balance sheet, and over time, it will give us flexibility to allow the board of directors to decide on ways to return capital to shareholders through dividends or share repurchases."

—— Gentoo Media Inc. Chief Executive Officer Jonas Warrer

For more information, please contact

Mikael Harstad, Chairman | [ email protected ]

Regarding Gentoo Media Inc.

Gentoo Media is a leading alliance marketing company in the online gaming and sports betting industry that connects operators with players. Gentoo Media offers a range of iGaming alliance solutions, including professional paid marketing capabilities, as well as high-quality traffic brought by well-known industry websites such as AskGamblers, Time2Play, CasinoTopsOnline, WSN, and Casinomeister. In 2024, Gentoo Media (formerly known as GiG Media) became Gentoo Media Inc after the separation of its media business and platform from its sports betting business at Gaming Innovation Group (GiG), resulting in the formation of two independent listed companies. Gentoo Media Inc is listed on NASDAQ Stockholm (Stockholm: G2M). www.gentoomedia.com

Important Notice

Forward-looking Statements

This announcement contains forward-looking statements that reflect the company's current expectations regarding future events, including those related to loans, rights issues, EGM, as well as the company's future financial condition and capital structure, and future dividends, stock repurchases, or other capital returns. These statements are subject to risks and uncertainties, and actual results may differ significantly from them. The company does not guarantee that the assumptions on which these forward-looking statements are based are correct, and readers should not rely excessively on such statements. The information, opinions, and forward-looking statements contained in this announcement are as of the date of the announcement and may be changed without prior notice. Except as required by applicable law or Nasdaq Stockholm issuer rules, the company has no obligation to update or revise any forward-looking statements.

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In certain jurisdictions, the publication, issuance, or distribution of this announcement may be subject to legal restrictions. Those who receive this announcement should be aware of and comply with such restrictions on their own. This announcement does not constitute, nor should it be construed as, an offer to sell or issue securities in any jurisdiction, nor an invitation to purchase or subscribe for company securities. It should not serve as the basis or foundation for any related contract. This announcement and the information contained therein shall not be directly or indirectly published, issued, or distributed in Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Switzerland, Singapore, South Africa, South Korea, or any other jurisdiction where such publication, issuance, or distribution would be illegal or require registration or other measures. Recipients of this announcement are responsible for using this announcement and the information contained therein in accordance with the rules applicable in their respective jurisdictions.

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This announcement is for informational purposes only and does not constitute an offer to sell securities to any person in the United States or to solicit purchases of securities in the United States.

The securities mentioned in this article have not been and will not be registered under the revised U.S. Securities Act of 1933 (“Securities Act”). Unless registration is completed in accordance with the Securities Act, or an exemption applies, or the transactions are not subject to the registration requirements of the Securities Act, such securities may not be sold, pledged, delivered, or otherwise transferred in the United States or to persons in the United States, or for their accounts or interests.

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For the purposes of this announcement, "United States" and "U.S. persons" have the meanings assigned to them by Section S of the Securities Act.

This announcement is not a prospectus in the meaning of EU Regulation (EU) 2017/1129 (the “Prospectus Regulation”), and has not been approved by any regulatory authority in any jurisdiction. The company is not authorized to publicly issue shares or other securities in any member state of the European Economic Area (“EEA”). In the member states of EEA, this information is intended only for ‘qualified investors’ as defined in those member states and complies with the definition of the Prospectus Regulation. In the United Kingdom, this document and any other materials relating to the securities described herein are distributed only to and for ‘qualified investors’, and any investment or investment activities related to this document are applicable only to and conducted only with ‘relevant persons’. ‘Relevant persons’ refer to qualified investors as defined in Section 86(7) of the Financial Services and Markets Act 2000, that is: (i) persons who have professional experience in investment matters and who are ‘investment professionals’ as defined in Section 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (‘that Order’); or (ii) high-net-worth entities covered by Sections 49(2)(a) to (d) of that Order. Persons who are not relevant should not take any action based on this press release, nor should they act upon it or rely on its content.

This announcement does not identify or explain, nor is it intended to identify or explain, any risks (direct or indirect) related to investing in the company's shares. Any investment decision regarding the rights issue must be based on all publicly available information related to the company and its shares. This press release does not constitute a recommendation to any investor regarding a decision to participate in the rights issue. Each investor or potential investor should conduct their own review, analysis, and evaluation of the business and information described in this press release, as well as any other publicly available information. Securities prices and values may fall as well as rise. Past performance does not guarantee future performance. The content of the company's website or any other websites accessible through hyperlinks on its website is not part of this press release and is not incorporated into it.

Failure to comply with these instructions may result in violations of the Securities Law or other applicable laws in the jurisdiction.

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