Result of Placing and Notice of General Meeting

Result of Placing and Notice of General Meeting

23 June 2023

TruFin is pleased to announce that, following the announcement after market close on 22 June 2023 (the "Launch Announcement"), it has received strong demand from existing shareholders and other institutional investors, and it has successfully placed 10,769,230 new ordinary shares (the “Placing Shares”) at a price of 65 pence per share, raising gross proceeds of £7 million under the Placing.

Liberum Capital Limited (“Liberum”) acted as Nominated Adviser and Corporate Broker on the oversubscribed Placing.

James van den Bergh, Chief Executive Officer of TruFin, commented:

“We are delighted that Playstack has entered into an agreement to develop and license further games in the Mortal Shell franchise, building on the highly successful first instalment of the franchise launched in 2020 to critical acclaim. This cements Playstack as a significant player in the games industry and augments a compelling line up of games for 2023, 2024 and beyond. The Placing Proceeds will secure this exciting franchise for Playstack as well as provide additional funding to the Group. We are delighted our shareholders have supported us in this oversubscribed Placing, with the Open Offer to follow.”

Related Party Transactions

Gresham House Asset Management (“Gresham”) and Watrium AS are related parties of the Company (the "Substantial Shareholders") for the purposes of the AIM Rules for Companies by virtue of their status as substantial shareholders of the Company.

Gresham and Watrium AS will receive 4,923,077 and 2,475,922 shares, respectively, as part of the Placing.

The Directors (other than Anders Wilhelmsen, being a representative of Watrium on the Board) having consulted with the Company's Nominated Adviser, Liberum, consider that the terms of the participations in the Placing by the Substantial Shareholders are fair and reasonable insofar as the shareholders of the Company are concerned.

Open Offer

As announced in the Launch Announcement, the Company also intends to raise up to approximately £1 million through the issue of 1,543,982 new Ordinary Shares pursuant to the Open Offer (the “Open Offer Shares”) on the basis of 1 Open Offer Share for every 61 Existing Ordinary Shares held on the Record Date at the Issue Price, to allow Shareholders, including those who are not participating in the Placing, to subscribe for new Ordinary Shares at the Issue Price.

The terms and conditions of the Open Offer will be set out in the Circular, which will be posted later today and which will also be made available on the Company's website at https://trufin.com/ shortly following posting.

Circular and Meeting

Completion of the Placing and Open Offer will be conditional upon, inter alia, the approval by Shareholders of the resolutions to be proposed at a General Meeting of the Company. Notice of the General Meeting will be set out in the Circular. The General Meeting will be held at 9.00 a.m. on 10 July 2023 at the offices of Travers Smith LLP, 10 Snow Hill, London EC1A 2AL.

Admission

Application will be made to London Stock Exchange plc for the Placing Shares and the Open Offer Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the Placing Shares and the Open Offer Shares will commence at 8.00 a.m. on 11 July 2023 (being the business day following the General Meeting), subject to the Resolutions being passed at the General Meeting.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Launch Announcement released by the Company on 22 June 2023.