Gaming Corps signs groundbreaking strategic agreement with major shareholder, Denwena Limited

Gaming Corps, a publicly listed game studio based in Sweden, has entered into a strategic collaboration agreement with global iGaming group and existing major shareholder, Denwena Limited.

The agreement, subject to approval by Gaming Corps’ shareholders, aims to drive growth through the joint production, marketing and distribution of games.

In addition, Denwena will market Gaming Corps as a game studio to other operators and providers, as well as use its extensive network of streamers and influencers for major digital marketing campaigns for the games produced under the collaboration.

The agreement is based upon milestones regarding Gaming Corps’ monthly revenue, linked to the joint games produced. Each milestone is achieved when the turnover from the collaboration reaches or exceeds a specific threshold for a single calendar month, outlined in the table below.

Should these milestones be achieved, Denwena Limited will be compensated through a warrant program with a predetermined number of shares in Gaming Corps for each milestone reached.

If the collaboration achieves all eight milestones, which Gaming Corps and Denwena Limited acknowledge to be ambitious, the maximum number of warrants Denwena Limited can receive is 208,640,208 with the maximum dilution in Gaming Corps shares fixed at 58.9%.

Each warrant entitles Denwena to subscribe for one new share in Gaming Corps at a subscription price of SEK 1.34 (which corresponds to 130 per cent of the volume-weighted average price (VWAP) of the Company’s share on Nasdaq First North Growth Market thirty trading days before June 16, 2025

Given the high levels of turnover required by the agreement’s various milestones, there is no communicated timetable for when each milestone will be achieved.

In addition to the collaboration agreement, Gaming Corps and Denwena Limited have entered into a loan agreement for a credit facility totalling €2 million, maturing on 20 June 2028 with an interest rate of 6 per cent per annum.

The total value of the agreement is approximately SEK 280 million, which means that the rules in AMN 2025:19 on certain related party transactions need to be considered to comply with generally accepted practice in the stock market.

Against this background, the agreement is subject to approval by Gaming Corps’ shareholders at an extraordinary general meeting. Notice of the meeting will be published shortly. The shares and votes held by Denwena will not be considered in the resolution of the General Meeting.

If milestones are reached, Denwena will subscribe for new shares in Gaming Corps with the support of the warrants Denwena receives in connection with each milestone.

These shares will be transferred from Denwena to Denwena’s owners to avoid mandatory bids in the Company. There is no agreement or other agreement between Denwena’s owners regarding the coordinated exercise of voting rights in Gaming Corps.

“The collaboration with Denwena Limited has had a flying start, and when they first chose to double their RGS agreement with us and then also enter heavily as an owner in connection with our directed share issue in the autumn of 2024, it was an important step for our company journey. To now be able to tell you about the continued path we have set out for Gaming Corps together with them feels incredibly exciting. Our common ambition is to build Gaming Corps into one of the great dragons among the world’s game studios in the coming years. Thanks to the step-by-step model with milestones that the collaboration is based on, the risks for us as a company are small, while the opportunities for both the Company and us shareholders are extremely exciting,” comments Juha Kauppinen, CEO of Gaming Corps.

“We are very pleased with the design of this agreement. In the event of a successful exchange, there is indeed a large dilution effect on our share, but at the same time it is fully conditional on extreme revenue growth levels for Gaming Corps, levels that most likely create value for our shareholders at completely different levels than the dilution effect,” adds Bülent Balikci, Chairman of the Board of Gaming Corps.

“This, in turn, means that if sales do not increase according to our set milestones and joint ambition, there will be no dilution of the share. In addition, Denwena is committed to supporting us with the financing needs that may arise when we gear up the organisation in such a comprehensive way through a loan agreement. Thus, the structure of the agreement creates double built-in protections for our existing investors. 

“Here I would also like to clarify that it is only the turnover directly derived from the collaboration with Denwena Limited that is included in these calculations of milestones, while our other operations continue according to the previously communicated strategy and plan.”

Juha Kauppinen, CEO of Gaming Corps, concludes: “Although we have had a very good revenue development in Gaming Corps in recent years, the figures discussed in this collaboration are at very high levels. If we were to achieve only a couple of these milestones, we are likely to be more than profitable, which would be a fantastic development for Gaming Corps and the shareholders. 

“In parallel, we will of course also continue to build the Company according to our previous communication, where our strong distribution network and our innovative, unique game engines have given us a solid foundation for increased shareholder value in the long-term work towards profitability, concludes.”