REG - Gfinity PLC - Proposed Fundraising and Notice of General Meeting

GfinityAnnouncement

11/11/2025 11:15

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RNS Number : 0712H  Gfinity PLC  11 November 2025

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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

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 (http://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:

 Gfinity Plc                    David Halley      +44 (0)7516 948427

 Beaumont Cornish Limited       Roland Cornish    +44 (0)207 628 3396

 Nominated Adviser and Broker   Michael Cornish   www.beaumontcornish.co.uk (http://www.beaumontcornish.co.uk/)

 

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

 

 Issue Price                                                                     0.0475p
 Number of Existing Ordinary Shares prior to Admission of any of the             4,443,601,342
 Subscription Shares
 Total number of Subscription Shares issued by the Company pursuant to the       747,368,421
 Subscription
 Gross proceeds of the Subscription (before expenses)                            £355,000
 Total number of Fee Shares                                                      31,052,631
 Enlarged Share Capital following completion of the Subscription and Admission   5,222,022,394
 Percentage of the existing Share Capital comprised by the Subscription Shares   17.5%
 and Fee Shares
 New warrants issued pursuant to the Subscription                                186,842,105
 ISIN                                                                            GB00BT9QD572
 SEDOL                                                                           BT9QD57

 

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