REG - Winking Studios Ltd - Proposed Acquisition of NA Studio /New Appointment

Winking StudiosAnnouncement

27/03/2026 07:00

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RNS Number : 3385Y  Winking Studios Limited  27 March 2026

WINKING STUDIOS LIMITED

(Company Registration No. 159882)

(Incorporated in the Cayman Islands)

 

 

27 March 2026

 

Proposed Acquisition of North American Studio and

Appointment of Gaming Industry Veteran as Chief Revenue Officer

Strategic step to accelerate business development efforts and expand market
presence

in Western markets, as well as strengthen leadership team

 

Highlights

 

 ·             Winking Studios has entered into a share purchase agreement to acquire 100 per
               cent. of Ampera.

 ·             On completion, Claude Bordeleau, formerly a senior leader of Keywords Studios,
               will join the Group as Chief Revenue Officer.

 ·             Ampera will serve as Winking Studios' initial North American platform,
               supporting the Group's expansion in Western markets.

 ·             Aggregate consideration comprises CAD525,010 in cash (or approximately
               US$379,845(( 1  (#_ftn1) )) or approximately £285,343(( 2  (#_ftn2) ))) and
               deferred issuance of 10 million new Winking Studios Ordinary Shares, the
               latter subject to certain conditions.

 

Winking Studios Limited ("Winking Studios", the "Company" and together with
its subsidiaries, the "Group"), one of the leading global AAA game art
outsourcing studios and an established game development company, is pleased to
announce that it has entered into a share purchase agreement to acquire all
the issued and outstanding shares in Studios Ampera Inc. ("Ampera"), a
Quebec-based studio founded by Claude Bordeleau ("Claude"), formerly a senior
leader of Keywords Studios.

 

On completion of the proposed acquisition, Claude will join Winking Studios as
Chief Revenue Officer ("CRO") and lead the Group's global commercial strategy
across Western markets, reporting directly to Executive Director and Chief
Executive Officer (Founder) Johnny Jan.

 

The proposed acquisition and appointment represent an important step in
executing the Group's longer-term strategy to accelerate its business
development efforts and expand its presence in Western markets. Ampera will
provide Winking Studios with initial leadership and an operational platform in
North America, enhancing customer engagement, commercial reach and senior
leadership capacity as the Group continues to pursue organic growth and
selective merger & acquisition opportunities in Western markets.

 

The proposed acquisition of Ampera is expected to be accretive to the Group's
revenue performance in FY2026, with contributions anticipated to scale
progressively over time. However, this will be accompanied by incremental
investments in business expansion and marketing initiatives, which typically
require a payback period of between two to three years.

 

In connection with  the Company's North America expansion strategy, up to 35
million new ordinary shares of a nominal or par value of S$0.04 each in the
issued share capital of the Company ("Ordinary Shares") may be issued
contingent upon the achievement of cumulative adjusted EBITDA of approximately
US$33 million over the period from 2026 to 2031, and the Company's volume
weighted average price reaching specified targets annually, culminating to at
least 54.6 pence (or approximately S$0.936(( 3  (#_ftn3) ))) in 2031.

 

Johnny Jan, Executive Director and Chief Executive Officer (Founder) of
Winking Studios, commented: "Expanding our presence in Western markets is a
key strategic priority for Winking Studios. This transaction is an important
step in advancing that strategy and in strengthening the leadership platform
we are building in order to target Western markets."

 

"Claude brings a strong entrepreneurial track record, deep industry
relationships and first-hand experience of building and scaling high-quality
games services businesses. We believe his appointment, together with the
acquisition of Ampera, will strengthen our commercial presence in North
America and enhance our ability to deepen relationships with leading game
developers and publishers."

 

"Winking Studios has built significant delivery scale and capability across
Asia and Southeast Asia. With market conditions continuing to improve and
outsourcing demand strengthening, we believe this is the right time to add
experienced Western leadership and customer proximity to support the next
phase of the Group's growth globally."

 

Claude Bordeleau commented: "Winking Studios has built a compelling global
platform, combining scale, quality and a strong delivery reputation across the
gaming industry. I am excited by the opportunity to join the Group at this
stage of its development.

 

"I believe there is a significant opportunity to broaden Winking Studios'
commercial reach in Western markets, deepen relationships with major game
publishers and developers, and help build a stronger bridge between customer
demand in North America and Europe and the Group's delivery capabilities
across its wider studio network."

 

Strategic context

 

The proposed acquisition of Ampera, together with the appointment of Claude
Bordeleau, build on a long-running strategic priority for Winking Studios to
accelerate its business development efforts and expand its presence in Western
markets.

 

That objective has been a consistent feature of the Group's growth strategy,
as stated at the time of its dual listing to the AIM segment of the London
Stock Exchange.

 

With Ampera's experienced leadership team and strong track record in building
and scaling games services businesses in North America and Europe, the Board
believes the proposed acquisition of Ampera and the appointment of Claude as
CRO represents a significant and practical step in delivering that strategy,
adding senior leadership in North America as part of the Group's broader
build-out of leadership and operational presence in Western markets.

 

Over time, this is expected to enhance customer engagement, support business
development and create a practical and scalable platform from which the Group
can broaden its presence and deepen relationships with leading game developers
and publishers in Western markets.

 

Claude Bordeleau

 

Claude founded Volta Creation Inc ("Volta") in 2006 and built it into an
award-winning game art studio serving global AAA game clients. Following
Keywords Studios' acquisition of Volta in 2016, Claude went on to hold senior
leadership roles within Keywords' Create division, where he played an integral
role in scaling the business's art services operations in North America and
Europe.

 

Winking Studios believes Claude's experience in studio-building, customer
development and strategic growth will be highly valuable as the Group
strengthens its commercial presence in North America and continues to develop
its wider Western market strategy.

 

About Ampera

 

Ampera was incorporated in Quebec in November 2025 and is focused on art
outsourcing and game development.

 

Ampera has already secured initial commercial traction and is engaged in
active discussions and active projects with several mid-to-large scale game
developers and publishers. These opportunities are at various stages of
progression and are expected to support the ramp-up of the North American
platform following completion. Currently, Ampera has a team of 18 employees,
all of whom will join Winking Studios.

 

Transaction summary

 

Under the terms of the share purchase agreement, the aggregate consideration
payable in connection with the proposed acquisition is CAD525,010 in cash (or
approximately US$379,845(( 4  (#_ftn4) )) or approximately £285,343(( 5 
(#_ftn5) ))) and deferred issuance of 10 million new Ordinary Shares of a
nominal or par value of S$0.04 each (the "Consideration Shares"), the latter
subject to certain conditions. The Consideration Shares exclude Ordinary
Shares aggregating up to 35 million that may be issued pursuant to the
Company's incentive arrangements in connection with the proposed acquisition.

 

Once issued, the Consideration Shares will represent approximately 2.21 per
cent. of the Company's enlarged issued share capital (taking into account only
issuance of the Consideration Shares). The Consideration Shares will rank pari
passu in all respects with the existing Ordinary Shares.

 

Completion and next steps

 

Completion of the proposed acquisition is expected in April 2026 and subject
to the satisfaction of customary closing conditions, including the execution
of employment agreements and confidentiality, non-compete and proprietary
rights agreements, as well as operational and financial integration steps
required to enable consolidation into the Group's financial reporting.

 

Further details of the proposed acquisition are announced and set out as below
in accordance with the requirements of the SGX-ST Catalist Rules.

 

Enquiries

 Singapore                                                  UK
 Winking Studios Limited                                    Alma Strategic Communications

 Johnny Jan, Executive Director and CEO (Founder)           Justine James / David Ison / Emma Thompson

 Oliver Yen, Finance Director and Group CFO                 +44 (0)20 3405 0205

                                                            WKS@almastrategic.com (mailto:WKS@almastrategic.com)

 8PR Asia (Investor Relations)                              Strand Hanson Limited

 Alex Tan                                                   (Financial and Nominated Adviser)

 +65 9451 5252                                              James Harris / James Bellman

 alex.tan@8prasia.com (mailto:alex.tan@8prasia.com)          +44 (0)20 7409 3494

 PrimePartners Corporate Finance Pte. Ltd.                  SP Angel Corporate Finance LLP (Joint Broker)

 (Sponsor)                                                  Stuart Gledhill / Charlie Bouverat (Corporate Finance)

 Foo Jien Jieng                                             Abigail Wayne / Rob Rees (Corporate Broking)

 sponsorship@ppcf.com.sg (mailto:sponsorship@ppcf.com.sg)   +44 (0)20 3470 0470

                                                            Zeus Capital Limited (Joint Broker)

                                                            James Hornigold (Investment Banking)

                                                            Ben Robertson (Equity Capital Markets)

 

About Winking Studios Limited (AIM and SGX: WKS)

 

Headquartered in Singapore and dual-listed on the London Stock Exchange and
Singapore Exchange (Trading Code: WKS), Winking Studios Limited is one of the
leading global AAA game art outsourcing studios and an established game
development company.

 

With over 25 years of experience and established track record, the Group
provides end-to-end art outsourcing, game development services and other
gaming services across various platforms for the global gaming industry via
its three business segments of Art Outsourcing, Game Development and Global
Publishing & Other Services.

 

The Group has 13 studios across Taipei, Nanjing, Suzhou, Dalian, Tianjin,
Shanghai and Kuala Lumpur with over 1,400 highly skilled employees serving a
global customer base that includes 22 of the top 25 game publishers in the
world.

 

For more information, please visit www.winkingworks.com
(https://protect.checkpoint.com/v2/___http:/www.winkingworks.com___.YzJ1OnJhamFoYW5kdGFubjpjOm86Mzg1MGRmYjQ2ZjFiMGRmNjhjNTI3NmVhY2ZkZmFlYTg6Njo5Y2JkOjAxMjgzOGE2OTIwN2VhZDE4NDJiOTIzNWIwOWMwOTBmN2Q0NmFiNzMxZmE4OTY4OGVlMThiYTljMmNjNTE0MzA6cDpGOk4)
.

 

 

 

 PROPOSED ACQUISITION OF ALL THE ISSUED AND OUTSTANDING SHARES IN THE CAPITAL
 OF STUDIOS AMPERA INC.

1.         INTRODUCTION

 

The Board of Directors (the "Board" or "Directors") of Winking Studios Limited
(the "Company", and together with its subsidiaries, the "Group") wishes to
announce that the Company has on 26 March 2026 entered into a share purchase
agreement (the "Share Purchase Agreement") with Claude Bordeleau, Luc Blouin
and Manuel Couture (the "Vendors"), in connection with the purchase of all the
issued and outstanding shares in the capital of Studios Ampera Inc. (the
"Target" and the acquisition, the "Proposed Acquisition").

 

2.         INFORMATION ON THE TARGET AND THE VENDORS

 

The Target is a private company limited by shares incorporated under the
Quebec Business Corporations Act on 21 November 2025. Its registration number
is 1181523532. The Target is an art studio that is mainly engaged in art
outsourcing and game development, being principal businesses of the Group,
despite operating in a different geographic location from that of the Group's.

 

The Vendors collectively hold all the issued and outstanding shares in the
capital of the Target (the "Sale Shares"). Claude Bordeleau is the sole
director of the Target.

 

None of the Target or its shareholders and directors, is related to any of the
Directors, controlling shareholders, chief executive officer of the Company
and/or their respective associates. As at the date of this announcement, none
of the Target, its directors or shareholders, holds shares, directly or
indirectly, in the Company.

 

 

3.         RATIONALE FOR AND BENEFITS OF THE PROPOSED ACQUISITION

 

The Directors believe that the Proposed Acquisition is in line with the
Group's business strategy to pursue strategic acquisitions to expand its sale
and capabilities so as to increase its market presence globally, which is in
line with its business strategies as disclosed in the Company's annual report
for the financial year ended 31 December 2024 ("FY2024") and in the section
entitled "The Group and its Business Activities - The Group's Strategy" of the
admission document issued by the Company dated 8 November 2024 (the "Admission
Document") in connection with the Company's dual listing on the AIM market of
the London Stock Exchange and in the Company's circular to its shareholders
(the "Shareholders") dated 4 October 2024 (the "Placement Circular").

 

The Proposed Acquisition will be financed through the Company's internal
resources as well as proceeds from the Placing (as defined in the Admission
Document). The aforementioned utilisation is in accordance with the intended
use of proceeds from the Placing and the Company will make further
announcement(s) when the remaining proceeds from the Placing are materially
disbursed.

 

In addition, the Directors believe that the Proposed Acquisition will allow
the Group to scale up its presence in North America, which is in line with the
Company's business strategies of pursuing growth through acquisitions, as
elaborated upon above. The Proposed Acquisition is also expected to provide
the Group with increased resources, including assets and manpower, so as to
achieve an increased capacity for its service offerings. The Proposed
Acquisition will also allow the Group to expand its customer base, thereby
reducing the concentration risk on existing customers.

 

Having considered the terms of the Proposed Acquisition and based on the
benefits of the Proposed Acquisition to the Group, the Directors are of the
view that the Proposed Acquisition is in the best interests of the Company.

 

4.         FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION

 

The proforma financial effects of the Proposed Acquisition on the net tangible
assets ("NTA") attributable to the owners of the Company per share and the
earnings per share ("EPS") of the Group are set out below. The proforma
financial effects have been prepared based on the latest unaudited
consolidated financial statements of the Group for FY2025. The expenses in
connection with the Proposed Acquisition are disregarded for the purpose of
calculating the financial effects. The proforma financial effects are purely
for illustration purposes only and are therefore not necessarily indicative of
the actual financial position of the Group after completion of the Proposed
Acquisition ("Completion").

 

(a)        Effect on NTA per share

 

For illustrative purposes only, the proforma financial effects of the Proposed
Acquisition on the Group's NTA per share, assuming that the Proposed
Acquisition had been completed on 31 December 2025, being the end of the most
recently completed financial year whose results have been announced, are set
out below:

 

                                                             Before the Proposed Acquisition  After the Proposed Acquisition
 NTA (US$'000)                                               32,938                           32,890
 Number of issued shares (excluding treasury shares) ('000)  441,938                          486,938

 NTA per share (US$ cents)                                   7.45                             6.75

 

(b)        Effect on EPS

 

For illustrative purposes only, the proforma financial effects of the Proposed
Acquisition on the consolidated earnings of the Group, assuming that the
Proposed Acquisition had been completed on 1 January 2025, being the beginning
of the most recently completed financial year whose results have been
announced, are set out below:

 

                                           Before the Proposed Acquisition  After the Proposed Acquisition
 Net profits (US$'000)                     326                              278
 Weighted average number of shares ('000)  440,645                          485,645
 EPS (US$ cents)                           0.07                             0.06

 

(c)        Effect on share capital of the Company

 

For illustrative purposes only, the proforma financial effects of the Proposed
Acquisition on the share capital of the Company, assuming that the Proposed
Acquisition had been completed on 1 January 2025, being the beginning of the
most recently completed financial year whose results have been announced, are
set out below:

 

                                             Before the Proposed Acquisition  After the Proposed Acquisition
 Number of issued and paid-up shares ('000)  441,938                          486,938
 Share capital (US$'000)                     13,414                           14,824

 

5.         RELATIVE FIGURES IN RESPECT OF THE PROPOSED ACQUISITION

 

The relative figures in respect of the Proposed Acquisition pursuant to Rule
1006 of the Listing Manual Section B: Rules of Catalist of the SGX-ST (the
"Catalist Rules") based on the latest announced unaudited consolidated
financial statements of the Group as at 31 December 2025 are as follows:

 

 Catalist Rule  Bases of computation                                                             Relative figures (%)

 1006(a)        The net asset value ("NAV") of the assets to be disposed of, compared with the   Not applicable((1))
                Group's NAV.

 1006(b)        The net profits((2)) attributable to the assets acquired or disposed of,         8.23
                compared with the Group's net profits.

 1006(c)        The aggregate value of the consideration((3)) given or received, compared with   10.66
                the Company's market capitalisation(()(4)()) based on the total number of

                issued shares excluding treasury shares.

 1006(d)        The number of equity securities issued by the Company as consideration for the   10.18
                Proposed Acquisition, compared with the number of equity securities previously
                in issue.

 1006(e)        The aggregate volume or amount of proved and probable reserves to be disposed    Not applicable(()(5)())
                of, compared with the aggregate of the Group's proved and probable reserves.

                This basis is applicable to a disposal of mineral, oil and gas assets by a
                mineral, oil and gas company, but not to an acquisition of such assets.

 

Notes:

 

(1)        This basis is not applicable to the Proposed Acquisition,
which is an acquisition of assets.

 

(2)        Under Catalist Rule 1002(3)(b), "net profits" means profit
or loss including discontinued operations that have not been disposed and
before income tax and non-controlling interests. Based on the unaudited
consolidated financial statements of the Group for FY2025, the net profits of
the Group were approximately US$578,000 (or approximately S$741,054(( 6 
(#_ftn6) ))). Based on the latest unaudited financial statements of the Target
for the same financial period, the net losses attributable to the Target were
approximately Canadian dollars ("CAD") CAD65,730 (or approximately
S$60,971(( 7  (#_ftn7) )) or US$47,555(( 8  (#_ftn8) ))). The ratio is arrived
at taking into account absolute figures.

 

(3)        Assuming maximum issuance of shares , the  aggregate
consideration for the Proposed Acquisition will comprise a cash payment of CAD
525,010 (or approximately US$379,845(( 9  (#_ftn9) )) or approximately
£285,343(( 10  (#_ftn10) ))), the deferred issuance of 10 million new shares,
and up to 35 million incentive shares pursuant to the Company's incentive
arrangements, details of which are set out in section 8 "DETAILS OF SERVICE
AGREEMENTS" below.

 

(4)        Under Catalist Rule 1002(5), "market capitalisation" is
determined by multiplying the number of shares in issue of the Company
("Shares") by the volume weighted average price of such Shares transacted on
25 March 2026, being the last market day whereby the Shares were traded
preceding the date of the Share Purchase Agreement.

 

(5)        This basis is not applicable as the Company is not a
mineral, oil and gas company.

 

Pursuant to Rule 1007(1) of the Catalist Rules, if any of the relative figures
computed pursuant to Rule 1006 of the Catalist Rules involves a negative
figure, Chapter 10 of the Catalist Rules may still be applicable to the
transaction in accordance with the applicable circumstances in Practice Note
10A of the Catalist Rules.

 

As the relative figure under Rule 1006(b) of the Catalist Rules involves a
negative figure and the Proposed Acquisition falls within the circumstances
provided for in paragraph 4.4(a) of Practice Note 10A of the Catalist Rules,
the Proposed Acquisition constitutes a disclosable transaction under Chapter
10 of the Catalist Rules.

 

6.         DETAILS IN RELATION TO THE PROPOSED ACQUISITION

 

(a)        Purchase Consideration

 

The aggregate purchase consideration payable by the Company in connection with
the Proposed Acquisition is up to CAD525,010 to Claude Bordeleau (or
approximately US$379,845(( 11  (#_ftn11) )) or approximately £285,343(( 12 
(#_ftn12) ))) (the "Cash Consideration") and the allotment and issuance of an
aggregate of 10,000,000 consideration shares in the capital of the Company to
the Vendors (the "Consideration Shares" and together with the Cash
Consideration, the "Purchase Consideration").

 

(b)        Terms of Payment

 

The Purchase Consideration shall be satisfied by a combination of cash and the
allotment and issuance of consideration shares in the capital of the Company
to the Vendors, pursuant to which:

 

(i)         the Cash Consideration shall be payable by the Company to
Claude Bordeleau's designated account within five business days following the
Completion; and

 

(ii)         the Consideration Shares shall be allotted and issued in
tranches subsequent to the completion of the Proposed Acquisition.

 

(c)        Basis of the Purchase Consideration

 

The Purchase Consideration was negotiated between the Company and the Vendors
at arms' length and arrived at on a willing buyer-willing seller basis, taking
into account, amongst other things:

 

(i)         the fair value of the Target as set out in the Valuation
Report (as defined below); and

 

(ii)        the prevailing market conditions in respect of the art
outsourcing and game development industries globally.

 

(d)        Conditions Precedent

 

Completion is conditional upon satisfaction of the closing conditions set out
in the Share Purchase Agreement, which include, inter alia, the following:

 

(i)         each Vendor having duly executed and delivered an
employment agreement with the Target, or the Company or one of its affiliates,
in form and substance satisfactory to the Company (the "Employment
Agreements"), and such Employment Agreements shall be in full force and effect
as of the completion date, being the date on which Completion occurs (the
"Completion Date");

 

(ii)         each Vendor, and any other relevant individuals as may be
required by the Company, having duly executed and delivered a confidentiality,
non‑competition and proprietary rights agreement, in form and substance
satisfactory to the Company, which shall remain binding and enforceable as of
the Completion Date (the "Confidentiality Agreement", and together with the
Employment Agreements, the "Transaction Documents");

 

(iii)        the Target having completed all financial and accounting
preparations necessary to enable the consolidation of the Target's financial
results into the Company's consolidated financial statements, including,
without limitation: (A) alignment of accounting tools, policies and practices
with those of the Company and its affiliates; and (B) completion of the
necessary trainings to relevant finance personnel of the Target to enable
effective participation in the Company's financial reporting and consolidation
processes;

 

(iv)        the Vendors having taken all necessary corporate actions
and approvals required for the execution, delivery and performance of the
Share Purchase Agreement and the Transaction Documents to which any Vendor is
a party;

 

(v)        the Vendors having satisfied all other customary closing
conditions applicable to transactions of this nature including without
limitation: (A) the accuracy, in all material respects, of the Vendors'
representations and warranties as of the Completion Date; (B) the performance
by the Vendors of all covenants, obligations and undertakings required to be
performed prior to or at Completion; (C) the delivery of all ancillary
agreements, certificates, corporate authorisations, releases and instruments
contemplated under the Share Purchase Agreement or reasonably required by the
Company; (D) the absence of any order, proceeding, claim, injunction or legal
restraint preventing or restricting the consummation of the transactions; and
(E) the confirmation that no material adverse change has occurred with respect
to the Target or its business, assets, liabilities, operations or condition
(financial or otherwise) since the date of the Share Purchase Agreement;

 

(vi)        the Company having duly executed and delivered all
agreements, certificates, instruments and other documents to which it is a
party and that are required to be executed and delivered by the Company
pursuant to the Share Purchase Agreement, including, without limitation, the
Transaction Documents to which the Company is a party; and

 

(vii)       the Company having satisfied all other customary closing
conditions applicable to transactions of this nature including: (A) the
accuracy, in all material respects, of the Company's representations and
warranties as of the Completion Date; (B) the performance by the Company of
all covenants, obligations, and undertakings required to be performed prior to
or at Completion; (C) delivery of all certificates, instruments and ancillary
documents required of the Company under the Share Purchase Agreement; and (D)
confirmation that no material adverse change has occurred with respect to the
Company's ability to consummate the transactions contemplated in the Share
Purchase Agreement,

 

(collectively, the "Closing Conditions").

 

(e)        Completion

 

Completion is expected to take place in April 2026 and shall, in any event,
take place no later than the fifth business day after the date the last of the
Closing Conditions is satisfied, or such other date as the parties to the
Share Purchase Agreement may otherwise agree.

 

(f)         Value of the Sale Shares

 

Based on the latest unaudited financial statements of the Target for FY2025,
the book value represented by the Sale Shares was CAD(65,710) (or
approximately S$60,952(( 13  (#_ftn13) )) or US$47,541(( 14  (#_ftn14) ))) and
the NTA represented by the Sale Shares was CAD(65,710) (or approximately
S$60,952(( 15  (#_ftn15) )) or US$47,541(( 16  (#_ftn16) ))).

 

The Company commissioned an independent valuation in respect of the Sale
Shares for the purposes of the Proposed Acquisition. Based on a valuation
report dated 25 March 2026 prepared by Jia Wan Asset Identification Ltd. (the
"Valuation Report"), the fair value of the Sale Shares as at 28 February 2026
is US$1,836,171 (or approximately S$2,354,155(( 17  (#_ftn17) ))) to
US$2,230,323 (or approximately S$2,859,497(( 18  (#_ftn18) ))) (the "Fair
Value of the Sale Shares"). The Fair Value of the Sale Shares was mainly
derived from the income method of valuation, which is based on the future
income flow from the assets, and the cost approach to valuation, which is
based on the highest price a market participant would be willing to pay for a
similarly functioning underlying asset.

 

 

 

7.         INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS

 

None of the Directors or substantial shareholders of the Company has any
interest, whether direct or indirect, in the Proposed Acquisition, save for
their direct or indirect interests (if any) arising by way of their
shareholdings and/or directorships, as the case may be, in the Company.

 

8.         DETAILS OF SERVICE AGREEMENTS

 

It is envisaged that the Company will, upon Completion, enter into Employment
Agreements with each of the Vendors. As at the date of this Announcement, the
Company has not entered into any service contract with any Director or any
person proposed to be appointed as a Director of the Company in connection
with the Proposed Acquisition.

 

However, for completeness, in connection with the Proposed Acquisition, the
Company has on 26 March 2026 entered into performance unit agreements (the
"First Performance Unit Agreements") with each of Claude Bordeleau, Luc Blouin
and Manuel Couture, pursuant to which the Company has agreed to grant up to
10,000,000, 1,250,000 and 1,250,000 performance units over the Performance
Period (as defined in the First Performance Unit Agreements) to each of them
respectively, subject to the fulfilment of the performance criteria specified
in the First Performance Unit Agreements. Each performance unit represents the
right to receive one Share.

 

Further, the Company intends to enter into other performance unit
agreement(s)  substantially on the same terms (the "Subsequent Performance
Unit Agreements" and together with the First Performance Unit Agreements, the
"Performance Unit Agreements") in due course, pursuant to which the Company
proposes to grant up to an additional 12,500,000 performance units over the
Performance Period to certain employees of another newly established North
American studio associated with Ampera. Accordingly, the aggregate number of
Shares to be allotted and issued under the Performance Unit Agreements is
25,000,000 Shares. The grant of performance units is subject to such employees
achieving established key performance indicators ("KPI") within a fixed
period.

 

In addition, the Company intends to enter into restricted share unit
agreements (the "Restricted Share Unit Agreements") in due course, pursuant to
which the Company proposes to grant up to an additional 10,000,000 restricted
share units to certain employees of its North American game development
studio. Each restricted share unit represents the right to receive one Share.
The grant of restricted share units is subject to such employees fulfilling a
specified minimum service period with the Group.

 

Employees may be granted both performance share units and restricted share
units. The former is intended to incentivise performance, while the latter is
aimed at retaining key talent particularly those in roles (such as support
functions) where performance is not directly tied to measurable KPIs.

 

The Company will rely on the then prevailing general share issue mandate at
the relevant time prior to the issuance of such Shares pursuant to the
Performance Unit Agreements and the Restricted Share Unit Agreements, which is
subject to renewal at the annual general meeting ("AGM"). In the event that
the general share issue mandate is not approved at an AGM or is insufficient
for any such issuance of Shares pursuant to the Performance Unit Agreements
and/or the Restricted Share Unit Agreements, the Company will then seek
specific approval from its Shareholders for the issuance of the Shares
pursuant to the Performance Unit Agreements and/or the Restricted Share Unit
Agreements.

 

9.         DOCUMENTS FOR INSPECTION

 

Copies of the Share Purchase Agreement, Performance Unit Agreements and the
Valuation Report are available for inspection during normal business hours at
the Singapore headquarters of the Company at 6 Raffles Quay, #14-06, Singapore
048580, for a period of 3 months commencing from the date of this
announcement.

 

10.        FURTHER UPDATES

 

The Company will make the relevant update announcements in compliance with the
Catalist Rules to inform Shareholders of any updates or developments in due
course in relation to the Proposed Acquisition, if any.

 

11.        CAUTION IN TRADING

 

Shareholders and potential investors of the Company should exercise caution
when trading in the Company's shares. In particular, Shareholders and
potential investors of the Company should note that there is no assurance that
any business activities or transactions mentioned in this announcement will
materialise. Persons who are in doubt as to the action they should take should
consult their legal, financial, tax or other professional advisers.

 

 

BY ORDER OF THE BOARD

 

 

MR. JOHNNY JAN

Executive Director and Chief Executive Officer (Founder)

 

27 March 2026

 

 

 

This announcement has been reviewed by the Company's sponsor, PrimePartners
Corporate Finance Pte. Ltd. (the "Sponsor"). It has not been examined or
approved by the Singapore Exchange Securities Trading Limited (the "SGX-ST")
and the SGX-ST assumes no responsibility for the contents of this
announcement, including the correctness of any of the statements or opinions
made or reports contained in this announcement. The contact person for the
Sponsor is Ms. Foo Jien Jieng, 16 Collyer Quay, #10-00 Collyer Quay Centre,
Singapore 049318, sponsorship@ppcf.com.sg.

 

 1  (#_ftnref1) Based on the exchange rate of CAD1: US$0.7235 as at 26 March
2026 as computed from rates extracted from the Monetary Authority of
Singapore's ("MAS") website.

 2  (#_ftnref2) Based on the exchange rate of CAD1: GBP£0.5435 as at 26 March
2026 as computed from rates extracted from the MAS website.

 3  (#_ftnref3) Based on the exchange rate of GBP£1: S$1.7134 as at 26 March
2026 as extracted from the MAS website.

 4  (#_ftnref4) See footnote 1 above.

 5  (#_ftnref5) See footnote 2 above.

 6  (#_ftnref6) Based on the exchange rate of US$1: S$1.2821 as at 26 March
2026 as extracted from the MAS website.

 7  (#_ftnref7) Based on the exchange rate of CAD1: S$0.9276 as at 26 March
2026 as extracted from the MAS website.

 8  (#_ftnref8) See footnote 1 above.

 

 9  (#_ftnref9) See footnote 1 above.

 10  (#_ftnref10) See footnote 2 above.

 11  (#_ftnref11) See footnote 1 above.

 12  (#_ftnref12) See footnote 2 above.

 13  (#_ftnref13) See footnote 7 above.

 14  (#_ftnref14) See footnote 1 above.

 15  (#_ftnref15) See footnote 7 above.

 16  (#_ftnref16) See footnote 1 above.

 17  (#_ftnref17) See footnote 6 above.

 18  (#_ftnref18) See footnote 6 above.

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