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Result of Placing

22 March, 2016
GAN is pleased to announce the completion of the Placing announced earlier today. A total of 11,069,326 Placing Shares have been conditionally placed by Davy to existing and new institutional and private investors at a price of 28 pence each, raising gross proceeds of approximately £3.1 million.

The Placing Shares represent approximately 19.8 per cent of the Existing Ordinary Share Capital. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the Placing Shares.

The Company plans to use the net proceeds from the Placing to continue expansion of real-money Regulated Gaming and Simulated GamingTM opportunities in the US and for working capital and general business development purposes.

The Placing is conditional upon, amongst other things, the Resolutions required to implement the Placing being duly passed at the general meeting of the Company (“General Meeting”), proposed to be held at the offices of Addleshaw Goddard LLP, Milton Gate, Chiswell Street, London, EC1Y 4AG at 10.00 a.m. on 7 April 2016, the Placing Agreement not having been terminated in accordance with its terms and upon Admission becoming effective.

Application will be made to the London Stock Exchange and the Irish Stock Exchange for the Placing Shares to be admitted to trading on AIM and ESM respectively (“Admission”). It is expected that Admission will become effective and that dealings will commence in the Placing Shares at 8:00 a.m. (Dublin time) on 8 April 2016.

A circular, containing a notice of the General Meeting, will be sent shortly to Shareholders outlining the terms of the Placing and seeking the necessary approval of Shareholders to issue the Placing Shares on a non-pre-emptive basis.

Director Participation
The participation of certain directors of the Company who have taken up Placing Shares at the Placing Price is as follows:
Ordinary Shares
held at date of
this document
Placing Shares subscribed for
Resulting holding after Admission
Percentage of
Issued Share
Dermot S Smurfit..................................... 7,475,075 1,071,429 8,546,504 12.75%
David O’Reilly......................................... 2,363,812 357,143 2,720,955 4.06%
Roger Kendrick....................................... 2,085,250(1) 428,571 2,513,821 3.75%
Michael Smurfit Jr................................... 1,068,564 139,607 1,208,171 1.80%
Seamus McGill........................................ - 71,429 71,429 0.11%
(1) Includes Ordinary Shares registered in the name of Britania Limited, a company controlled by Roger Kendrick and in which he is beneficially interest in 80 per cent. of Britania Limited’s holding of Ordinary Shares of the Company.
The Directors are considered related parties for the purposes of the AIM and ESM Rules. As such, the participation of Mr Dermot S Smurfit, Mr Michael Smurfit Jr, Mr David O’Reilly, Mr Roger Kendrick and Mr Seamus McGill in the Placing constitutes a Related Party Transaction under Rule 13 of the AIM and ESM Rules for Companies.   
Accordingly, the Directors (excluding the Directors participating in the Placing), consider, having consulted with the Company’s Nominated Adviser and ESM Adviser, Davy Corporate Finance, that the terms on which the Placing Shares will be issued to the Directors are fair and reasonable insofar as the Company’s Shareholders are concerned.
Capitalised terms used, but not defined in this announcement, have the same meanings as set out in the announcement released by the Company earlier today in relation to the Placing.

GameAccount Network plc. Results of Placing 21.03.16.pdf

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