GFIN Gfinity Plc

For immediate release

5 February 2025

Gfinity PLC

("Gfinity" or the "Company")

Issue of equity

The Board is pleased to announce that, further to the announcement earlier today, David Halley has now subscribed £15,000 for 24,000,000 new Ordinary Shares at a subscription price of 0.0625p per new Ordinary Share.

Fundraising

As announced earlier today, the Company has raised £245,000, conditional on Admission, through a Company arranged subscription with third parties ("Subscription") at a price of 0.0625 pence per new Ordinary Share (the "Issue Price") through the issue of 392,000,000 new Ordinary Shares ("Subscription Shares").  David Halley has now subscribed £15,000 for a further 24,000,000 new Ordinary Shares ("Director Subscription Shares") at the Issue Price ("Director Subscription"). The proceeds from the Subscription and the Director Subscription (together the "Fundraising"), amounting to £260,000 in aggregate, will be used to develop the commercialisation of CIQ, new business opportunities and provide general working capital.

In addition, as announced earlier, the Company will issue new warrants "(Warrants") pursuant to the Fundraising on the basis of one Warrant for every Subscription Share or Director Subscription Share. Holders of the Warrants may subscribe for one new Ordinary Share in the Company at a price of 0.09p for 18 months commencing on issuance. The Warrant instrument contains a provision that if the volume weighted average price of a Gfinity Ordinary Share trades above 0.12p for five consecutive business days, and a Warrant holder exercises Warrants within 20 business days after being notified of such by the Company, the Warrant holder will then become entitled to receive a new Warrant ("New Warrant") on the basis of one New Warrant for every Warrant exercised. Holders of the New Warrants may then subscribe for one new Ordinary Share in the Company at a price of 0.2p for an 18-month period from issuance.

Admission

The Subscription Shares and the Director Subscription Shares (together the "Fundraising Shares") amount in aggregate to 416,000,000 New Ordinary Shares. The Fundraising Shares will, when issued, rank pari passu in all respects with the existing Ordinary Shares. Application is being made for the 416,000,000 Fundraising Shares to be admitted to trading on AIM and Admission is expected to take place on or around 14 February 2025.

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 4,015,029,913 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 4,015,029,913.

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 Director 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 David Halley is subscribing on the same terms and conditions as the third-party subscribers pursuant to the Subscription.

Other Information

A copy of this announcement is available at the Company's website: www.gfinityplc.com

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.

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.

ENDS