Gentoo Media Inc. Agreed to a preferential guarantee loan of 50 million euros and received a full underwriting commitment for a planned 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

The company stated that this information constitutes insider information, and Gentoo Media Inc. (“The company” or “Gentoo”) is obliged to disclose it in accordance with the EU Market Abuse Regulation (Regulation (EU) No 596/2014, “MAR”). This information was submitted for publication on October 1, 2026, at 08:00 CET.

Valletta, Malta, October 1, 2026 / PRNewswire / —

• The subsidiary of the company, 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 (‘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 of 50 million euros ("rights issue"). This rights issue 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 rights issue will ultimately be carried out and the final terms will be announced separately.
• The largest shareholders of the company, including MJ Foundation Fundacja Rodzinna (“MJF”), ZJF, and Betplay Capital Fundacja Rodzinna (collectively referred to as “Back-Up Underwriters”), have signed commitments to underwrite any proposed rights issue at a subscription price of 6.1633 Swedish kronor per share, with an underwriting cap of 50 million euros.
• Therefore, the company has received commitments totaling 100 million euros, which exceeds the approximately 91.5 million euros of outstanding 2023/2026 senior secured bonds (“bonds”) with guarantees of Gentoo Media P and L.C.
• The combined net proceeds from loans and rights issues 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 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 they do not contain any equity components; after the bonds are redeemed, the board of directors will have greater flexibility to consider returning capital to shareholders through dividends and stock repurchases in the future.
• To advance the rights issue, the board of directors plans to convene a special general meeting of shareholders ("EGM") in order to: (i) increase the authorized number of common shares from 200 million to 250 million; (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 issued Class Z common shares shall not at any 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 denominated in two currencies (euro and Swedish krona), with a total outstanding face value of approximately 91.5 million euros. The maturity date is December 18, 2026.

The board of directors, together with its advisors, has evaluated refinancing options prior to the bond maturity and has concluded that the proposed solution, which consists of a new preferred secured loan and a private placement, 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 (the “Committee”) established within the board of directors, and directors with ties to the lenders did not participate in the board's 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 fairness 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 equal to that of other preferential secured debts of the group and is not subordinate to other such debts. The interest is calculated at EURIBOR plus 7.50% per annum, paid quarterly in cash, with a minimum EURIBOR of 2.00%. The loan maturity date is December 18, 2029. On each of the first two anniversaries, 10 million euros must be repaid compulsorily, with the remaining 30 million euros to be repaid upon final maturity. No arrangement fee or set-up fee is charged for this loan. The company may repay the entire or part of the loan at any time without penalty or premium, and the lender will not obtain any additional equity benefits, warrants, conversion rights, or other equity participation interests from this loan. The company states that this flexibility to repay in advance allows it to reduce its debt at its own pace and based on its own judgment, utilizing its free cash flow.

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 and compared with formal quotes obtained through competitive market processes. Additionally, Deloitte Malta provided an independent opinion on fairness, stating that the loan pricing and other key terms were in line with fair market conditions. The board determined that the loan terms were market-oriented for such financing, taking into account the company's financial situation, while directors who had an association with the lender abstained from relevant discussions and resolutions.

Rights issue

After the company has obtained commitments from the backup underwriters, the board of directors is seeking the necessary approvals to implement a rights issue. According to these commitments, the backup underwriters will subscribe for all shares allocated to them proportionally, as well as any shares that other eligible shareholders do not subscribe for (referred to as "backup shares"), thereby ensuring full subscription of the rights issue and achieving the target amount of 50 million euros. The subscription price agreed upon with the backup underwriters for their proportional subscription rights ("proportional shares") and the backup shares is 6.1633 Swedish kronor, which is equal to the weighted average trading price of the company's shares on NASDAQ Stockholm over the 12 months prior to the date of this announcement, converted into euros using the exchange rate of euros to Swedish kronor at that time ("subscription price").

The board of directors plans to issue a new class of common shares through a private placement (see also “Special General Meeting of Shareholders Approves Increase in Authorized Shares and Establishment of a New Class of Shares”), with a total target fundraising of 50 million euros. The company has obtained a commitment signed by the backup underwriter (“Underwriting Commitment”), which states that if other eligible shareholders do not subscribe for any of the new shares offered in the placement, then the backup underwriter will subscribe for those new shares (“Backup Shares”) to ensure full subscription of the placement. The Underwriting Commitment is subject to customary conditions, and the subscription price for the placement is 6.1633 Swedish kronor, which is equal to the weighted average trading price of the company’s shares on NASDAQ Stockholm over the 12 months ending September 30, 2026 (“Subscription Price”), and represents a premium of approximately 58% over the closing price of the company’s shares on NASDAQ Stockholm as of September 30, 2026.

The backup underwriter is an entity associated with the Juroszek family, which is a major shareholder of the company; therefore, the underwriting arrangement also constitutes a related-party transaction, and the basis for handling it is the same as that for the aforementioned loan.

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 ultimately be carried out and the final terms will be announced separately.

The Extraordinary General Meeting of Shareholders approved the increase in authorized shares and the establishment of a new class of shares.

To facilitate the rights issue, the board of directors plans to convene a special general meeting of shareholders in order to: (i) increase the authorized number of shares of the company's common stock with a par value of $0.001 per share (“common stock”) from 200 million shares to 250 million shares; ( ii ) authorize the company to issue a new class of common stock with a par value of $0.001 per share, to be named “ Class Z Common Stock ”, for a total of 100 million shares. Prior to the rights issue, the authorized share capital of the company consisted of 200 million shares of common stock, 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 stock. Any such conversion, as well as the subsequent listing and trading of the resulting common stock, must comply with applicable securities laws, including any prospectus requirements related to listing.

Notice of the Extraordinary General Meeting of Shareholders, including the complete agenda and proposed resolutions, will be issued separately in accordance with applicable laws and the company's articles of association.

The extraordinary general meeting of shareholders is expected to be held on November 2, 2026.

Purpose of Funds

The total funds to be raised from loans and rights issues are expected to be around 100 million euros, which are planned to be used for the following purposes:

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

After completing the aforementioned repayments, the group's outstanding interest-bearing debts are estimated to be around 57.5 million euros, and it will still owe money to the company's largest shareholder.

Capital Allocation and Financial Flexibility

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 leverage its free cash flow at its own pace. After the bonds are redeemed, the company will also have greater flexibility in capital allocation and may gradually consider returning capital to shareholders 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 our existing debt, and regain control of our cash flow. The new loan will strengthen the company's balance sheet and will provide us with flexibility to return capital to shareholders in the future, whether through dividends or share repurchases, at the discretion of the board of directors."

— 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 and sports betting industry that connects operators with players. Gentoo Media offers a range of iGaming alliance solutions, such as professional paid marketing capabilities, as well as high-quality traffic brought by well-known industry websites including AskGamblers, Time2Play, CasinoTopsOnline, WSN, and Casinomeister. In 2024, Gentoo Media (formerly known as GiG Media) became Gentoo Media Inc after the legal separation of its media and platform operations from its sports betting business at Gaming Innovation Group ( GiG ), and subsequently split into 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, general meetings of shareholders, as well as the company's future financial condition and capital structure, as well as future dividends, share repurchases, or other capital returns. Such statements involve risks and uncertainties, and actual results may differ significantly from these projections. The company does not guarantee that the assumptions on which these forward-looking statements are based are error-free, and readers should not rely excessively on them. The information, opinions, and forward-looking statements contained in this announcement are as of the date of issuance and may be subject to change without prior notice. Except as required by applicable laws or Nasdaq Stockholm listing rules, the company assumes no obligation to update or revise any forward-looking statements.

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

Non-securities offer

It is not allowed to directly or indirectly publish, disclose, or distribute in the United States or to persons in the United States.

This announcement is for informational purposes only and does not constitute an offer or solicitation to sell securities in the United States or to purchase securities for the account or benefit of persons in the United States. The securities mentioned in this document have not been and will not be registered under the revised Securities Act of 1933 (the “Securities Act”). Unless registration has been completed in accordance with the Securities Act or an exemption applies, or unless the transaction is not subject to the registration requirements of the Securities Act, these securities may not be offered, sold, pledged, delivered, or otherwise transferred in the United States or to persons in the United States, or for their account or benefit.

Any securities offering or sale is intended to be conducted solely offshore in accordance with the 'Securities Act' Rule S outside of the United States, and no directed sales efforts shall be undertaken within the United States.

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

This announcement does not constitute 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. In the United Kingdom, this document and any other materials relating to the securities described herein are distributed only to and for “qualified investors” as defined under Section 86(7) of the Financial Services and Markets Act 2000 (Financial Services and Markets Act 2000). Such persons must be: (i) “investment professionals” as defined under Section 19(5) of the Financial Promotion Order 2005 (Financial Promotion Order 2005); or (ii) high-net-worth entities covered by sections 49(2)(a) to (d) of that order (such persons are collectively referred to as “relevant persons”). In the United Kingdom, any investment or investment activities related to this communication may only be offered to and carried out with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they rely on its content.

This announcement does not identify or describe, nor does it claim to identify or describe, the potential risks (direct or indirect) associated with investing in such shares. Any investment decision regarding the rights issue must be based on all publicly available information about 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 independently review, analyze, and evaluate 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 incorporated into or constitutes a part of this press release.

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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