GAN Limited Announces Launch
of its U.S. Initial Public Offering

London | April 27, 2020: GAN Limited (the “Company” or “GAN”) today announced the launch of its initial public offering in the United States of 4,055,000 ordinary shares pursuant to a registration statement filed with the Securities and Exchange Commission (“SEC”). The initial public offering price is expected to be between $6.50 and $8.50 per share. GAN expects to grant the underwriters a 30-day option to purchase up to an additional 608,250 ordinary shares at the initial public offering price less the underwriting discounts and commissions. GAN has applied to have its ordinary shares approved for listing on The Nasdaq Capital Market 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”), under the symbol “GAN.” 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.

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.

The offering of these securities may be made only by means of a prospectus. Copies of the preliminary prospectus may be obtained by contacting: B. Riley FBR, Inc., Attention: Prospectus Department, 1300 17th St. North, Ste. 1300, Arlington, VA 22209, or by email at [email protected], or by telephone at (800) 846-5050.

A registration statement on Form F-1, including a prospectus, which is preliminary and subject to completion, relating to these securities has been filed with the SEC, but has not yet become effective. These securities may not be sold, nor may offers to buy be accepted, nor may any portion of the purchase price be received, prior to the time the registration statement becomes effective. This press release shall 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 in which such offer, solicitation or sale would be unlawful prior to 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 to the US land-based casino industry. GAN has developed a proprietary internet gambling enterprise software system, GameSTACK™, which it licenses principally to land-based US 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 commencement and completion of its proposed initial public offering, its expectations with respect to granting the underwriters a 30-day option to purchase additional ordinary shares 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.