Press release

GAN Limited Announces Pricing of its Upsized U.S. Initial Public Offering

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GAN Limited (the “Company” or “GAN”) (NASDAQ: GAN), a leading business-to-business supplier of internet gambling software-as-a-service solutions primarily to the US land-based casino industry, today announced the pricing of its upsized initial public offering of 6,380,000 ordinary shares at a price to the public of $8.50 per share. All of the ordinary shares are being offered by GAN. In addition, GAN has granted the underwriters a 30-day option to purchase up to 957,000 additional ordinary shares at the initial public offering price, less the underwriting discounts and commissions. GAN has received approval to list its ordinary shares on The Nasdaq Capital Market, with trading expected to begin on May 5, 2020 under the symbol “GAN.”

Prior to this offering, the ordinary shares of GAN plc have traded on AIM, a market operated by the London Stock Exchange plc (“AIM”). As of May 5, 2020, the trading of shares on AIM has been suspended in preparation for delisting on May 6, 2020. In connection with this offering, GAN will affect a reorganization and share exchange in which GAN plc will become a wholly-owned subsidiary of GAN Limited, the ordinary shares of GAN plc will no longer trade on AIM, and the former shareholders of GAN plc will receive one ordinary share of GAN Limited for every four ordinary shares of GAN plc and an aggregate of £2 million in cash.

The gross proceeds from the offering, before deducting underwriting discounts and commissions and estimated offering expenses payable by GAN, are expected to be approximately $54.2 million, excluding any exercise of the underwriters’ option to purchase additional ordinary shares. The offering is expected to close on May 7, 2020, subject to the satisfaction of customary closing conditions. GAN intends to use the net proceeds from this offering for working capital and general corporate purposes, including sales and marketing activities, product development and capital expenditures.

The offering is being made through an underwriting group led by B. Riley FBR, who is acting as sole bookrunner, Macquarie Capital, who is acting as lead manager, and Craig-Hallum Capital Group who is acting as a co-manager.

A registration statement on Form F-1 relating to the offering has been filed with the Securities and Exchange Commission and became effective on May 4, 2020. The offering is made only by means of a prospectus, copies of which may be obtained when available, from: B. Riley FBR, Inc., Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at, or by telephone at (703) 312-9580.

This press release does not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such state or jurisdiction.

About GAN Limited

GAN is a leading business-to-business supplier of internet gambling software-as-a-service solutions predominantly to the US land-based casino industry. GAN has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses to land-based casino operators as a turnkey technology solution for regulated real-money internet gambling, encompassing internet gaming, internet sports gaming and virtual Simulated Gaming.

Forward-Looking Statements

This press release contains forward-looking statements that are subject to the safe harbors created under federal securities laws. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “will,” and similar expressions are intended to identify forward-looking statements. The forward-looking statements in this press release include statements about the Company’s expectations regarding the closing of its proposed initial public offering and the anticipated use of proceeds from the offering. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the proposed offering, as well as risks and uncertainties associated with the Company’s business and finances in general. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements for any reason, except as required by law.