The Board of Directors of Jumpgate AB (“Jumpgate” or “the Company”) has today, pursuant to the authorisation granted by the Annual General Meeting on 13 May 2026, resolved to carry out a directed share issue of 4,342,858 shares at a subscription price of SEK 1.75 per share, thereby raising approximately SEK 7.6 million for the Company before issue costs (the “Directed Share Issue”). The Directed Share Issue is being carried out with a deviation from shareholders’ preferential rights and is directed at the existing owners Jimmy Jönsson, Alexander Ivarsson, Robin Andersson, as well as R&A Partners AB (Robin Andersson) and Boolean AS. The purpose of the Directed Share Issue is to strengthen the Company’s balance sheet through the repayment of loans.

“It is a high priority for the management and board to lower the indebtedness of the Company and we are grateful for the support from our owners now enabling us to repay a loan of ca SEK 7.6 million. This is a significant step towards becoming free of interest-bearing debt. Through the repayment of the loan, we decrease the financial costs and free up significant liquidity during the year which can be used for value accretive game projects rather than for interest payments and amortizations. We have carefully considered the alternatives in the form of refinancing or an extension of the loan and have concluded that a share issue allowing full repayment is the most favourable for the Company in the long term”, says Harald Riegler, CEO of Jumpgate.

The Directed Share Issue

The Board of Directors of Jumpgate has today, pursuant to the authorisation granted by the Annual General Meeting on 13 May 2026, resolved to carry out the Directed Share Issue of 4,342,858 shares, through which the Company will raise approximately SEK 7.6 million before issue costs. The Directed Share Issue is being carried out with a deviation from shareholders’ preferential rights and is directed at the existing owners Jimmy Jönsson, Alexander Ivarsson, Robin Andersson, as well as R&A Partners AB and Boolean AS. The proceeds from the Directed Share Issue are intended to be used to strengthen the Company’s balance sheet through the repayment of loans.

The subscription price in the Directed Share Issue has been set at SEK 1.75 per share, corresponding to a discount of approximately 14 per cent to the volume weighted average price of the Company’s share on NGM Nordic SME during the last five trading days until and including 26 May 2026. The subscription price has been determined through arm’s-length negotiations between the Company and a number of investors, and it is the Board’s assessment that the subscription price reflects current market conditions and demand.

Through the Directed Share Issue, the Company will raise approximately SEK 7.6 million before issue costs.

The Board’s considerations

The Board has carefully considered alternative financing options, including the possibility of raising capital through a rights issue. However, the Board considers, following a comprehensive assessment and careful consideration, that a new share issue carried out with a deviation from shareholders’ preferential rights is a more advantageous alternative for the Company and its shareholders than a rights issue, and that, objectively speaking, it is in the interests of both the Company and its shareholders to carry out the Directed Share Issue. The Board has, among other things, considered the following. A rights issue would be significantly more time-consuming and resource-intensive compared with a Directed Share Issue, not least due to the work involved in securing a rights issue, whilst there are no guarantees that such an issue would be fully subscribed. A rights issue would have required significant guarantee commitments from a guarantee consortium, which would have entailed additional costs and/or further dilution depending on the type of remuneration paid for such guarantee commitments. The Company is carrying out the Directed Share Issue with the aim of enabling the repayment of loans. The reduced time required for a Directed Share Issue creates flexibility, reduces exposure to fluctuations in the share price and the risk of a negative impact on the share price, and enables the Company to capitalise on the current market interest in its shares. Another factor in favour of a directed share issue is that a rights issue would most likely have had to be conducted at a greater discount to the subscription price than the Directed Share Issue, resulting in significant dilution effects for existing shareholders who would not have been able to subscribe for their pro-rata share in the rights issue. From a shareholder perspective, a rights issue at an even more significant discount also entails a risk of a negative impact on the share price in connection with the implementation of the rights issue.

The reason the Directed Share Issue is directed at existing shareholders is that these shareholders have expressed and demonstrated a long-term interest in the Company, which, in the Board’s view, creates security and stability for both the Company and its shareholders, as well as significant strategic and long-term value. It is the Board’s assessment that without the support of existing shareholders, it would not have been possible to carry out a successful capital raising.

Share capital, number of shares and dilution

As a result of the Directed Share Issue, the share capital will increase by a maximum of SEK 152,000.03, from SEK 515,317.46 to SEK 667,317.49 SEK, and the number of shares in Jumpgate will increase by a maximum of 4,342,858 shares, from 14,723,356 shares to 19,066,214 shares. The Directed Share Issue will therefore result in a dilution for the Company’s existing shareholders of approximately 22.8 per cent in relation to the now outstanding shares, and a dilution of approximately 10.2 per cent on a fully diluted basis (including all outstanding shares and warrants).

Advisors

Kommissionären för Aktiebolagsärenden is acting as legal adviser to Jumpgate in connection with the Directed Share Issue. Aqurat Fondkommission AB is acting as the lead manager for the Directed Share Issue.

For further information about Jumpgate AB, please contact
Harald Riegler, CEO of Jumpgate AB
Email: ir@jumpgategames.se
Website: www.jumpgategames.se

About Jumpgate AB

Jumpgate AB is an independent group of game development companies founded in 2011, comprising four game studios: Nukklear (Hamburg), Tivola Games (Hamburg), gameXcite (Hamburg) and Funatics (Düsseldorf). The group develops and publishes its own games as well as developing games and other digital products for external companies. The companies in the group have established collaborations with strong industry partners and exciting product portfolios with large potential. The group is engaged in the global market, distributing games on a worldwide basis and has a large international network. For more information: www.jumpgategames.se

Important information

The publication, release or distribution of this press release may, in certain jurisdictions, be subject to legal restrictions, and persons in the jurisdictions where this press release has been published or distributed should inform themselves of and comply with such legal restrictions. The recipient of this press release is responsible for using this press release and the information contained herein in accordance with the applicable rules in their respective jurisdiction. This press release does not constitute an offer to sell or an invitation to make an offer to acquire or subscribe for securities issued by the Company in any jurisdiction where such an offer or invitation would be unlawful.

This press release is not a prospectus within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and has not been approved or reviewed by any regulatory authority in any jurisdiction. Nor does this press release constitute a document in the form prescribed in Annex IX to the Prospectus Regulation.

Within the European Economic Area (“EEA”), no offer of shares, warrants or other securities (“Securities”) is being made to the public in any country other than Sweden. In other Member States of the European Union (“EU”), such an offer of Securities may only be made in accordance with exemptions under the Prospectus Regulation. In other EEA countries that have implemented the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with exemptions under the Prospectus Regulation and in accordance with any relevant implementing measures. In other EEA countries that have not transposed the Prospectus Regulation into national law, such an offer of Securities may only be made in accordance with the applicable exemption under national law.

This press release does not constitute an offer or invitation to acquire or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States without registration, or without the application of an exemption from registration, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction in the United States, and may not be offered or sold in the United States unless they are registered, are covered by an exemption from, or are part of a transaction not subject to the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of such securities in the United States. The information in this press release must not be disclosed, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, in or to the United States, Australia, Belarus, Hong Kong, Japan, Canada, New Zealand, Russia, Singapore, Switzerland, South Africa, South Korea or any other jurisdiction where such disclosure, publication or distribution of this information would be contrary to applicable regulations or where such action is subject to legal restrictions or would require further registration or other measures beyond those required under Swedish law. Any action contrary to this instruction may constitute a breach of applicable securities legislation.

In the United Kingdom, this press release and other material relating to the securities referred to herein are distributed and directed solely to, and any investment or investment activity relating to this press release is available only to and may be undertaken only by, “qualified investors” who are (i) persons who have professional experience in investment business and who fall within the definition of “professional investors” in Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (“the Order”); or (ii) high net worth individuals as defined in Article 49(2)(a)-(d) of the Order (all such persons being collectively referred to as “relevant persons”). An investment or investment activity to which this notice relates is available in the UK only to relevant persons and will be undertaken only with relevant persons. Persons who are not relevant persons should not take any action based on this press release, nor should they act upon or rely on it.

This press release neither identifies nor purports to identify risks (direct or indirect) that may be associated with an investment in new shares. This press release does not constitute an invitation to underwrite, subscribe for or otherwise acquire or dispose of securities in any jurisdiction. This press release does not constitute a recommendation for any potential investors’ decisions regarding the Directed Share Issue. Each investor or potential investor should conduct their own investigation, analysis and evaluation of the business and the information described in this press release and all publicly available information. The price and value of the securities may decrease as well as increase. Past performance is not indicative of future results. Neither the content of the Company’s website nor any other website accessible via hyperlinks on the Company’s website is incorporated into or forms part of this press release.

Forward-looking statements

This press release contains forward-looking statements relating to the Company’s intentions, assessments or expectations regarding the Company’s future results, financial position, liquidity, development, prospects, expected growth, strategies and opportunities, as well as the markets in which the Company operates. Forward-looking statements are statements that do not relate to historical facts and can be identified by the use of terms such as “believes”, “expects”, “anticipates”, “intends”, “estimates”, “will”, “may”, “assume”, “should”, “could” and, in each case, the negations thereof, or similar expressions. The forward-looking statements in this press release are based on various assumptions, which in several cases are based on further assumptions. Although the Company believes that the assumptions reflected in these forward-looking statements are reasonable, there can be no guarantee that they will materialise or that they are correct. As these assumptions are based on estimates and are subject to risks and uncertainties, the actual results or outcomes may, for a variety of reasons, differ materially from those indicated by the forward-looking statements. Such risks, uncertainties, contingencies and other material factors may cause actual events to differ materially from the expectations expressly or implicitly set out in this press release through the forward-looking statements. The Company does not guarantee that the assumptions underlying the forward-looking statements in this press release are correct, and readers of the press release should not unduly rely on the forward-looking statements contained herein. The information, views and forward-looking statements expressly or implicitly contained herein are provided only as of the date of this press release and are subject to change. Neither the Company nor any other party undertakes to review, update, confirm or publicly announce any revision of any forward-looking statement to reflect events that occur or circumstances that arise regarding the content of this press release, unless required by law or the regulations of NGM Nordic SME.