On Thursday 4 July at 12.00 CEST, the Company will hold a digital information meeting with acting President and CEO Stefan Tengvall who will present Fragbite Group, the Company's pipeline of upcoming activities and game releases, as well as the ongoing operations review. Prior to the meeting, shareholders are invited to submit questions via email. The presentation will be followed by a Q&A session where participants can ask questions via chat.

"After a number of major changes in the recent period, it is important for Fragbite Group to update the market on what lies ahead for us. Fragbite Group has a fantastic core business and a strong pipeline, and I look forward to having the opportunity to talk about the Company's future with our shareholders," says Stefan Tengvall, Acting President and CEO, Fragbite Group.

"I would like to invite all shareholders who have questions to email us, giving us the opportunity to prepare the information meeting in the best way possible and ensure that we include the topics that are important to you. You can of course also ask questions during the QnA. Welcome!" says Erika Mattsson, Chief Communications Officer, Fragbite Group.

Email questions to ir@fragbitegroup.com.

How to participate
The information meeting will be held via Zoom on Thursday 4 July at 12:00. Please click on the link below, if you do not already have the latest version of the Zoom app, we recommend that you choose to join from the browser in order to enter the meeting directly.

https://us06web.zoom.us/j/84461563648

The recalculated financial information for the period from January 1 to March 31, 2024 has today been made available on the Company’s website. It has been compiled by Fragbite Group and has not been subject to review by the Company’s auditors.

Amendment of the Articles of Association
The EGM resolved in accordance with the Board of Directors' proposal to amend the limits for the share capital and the number of shares in the Articles of Association so that the share capital shall be not less than SEK 40,000,000 and not more than SEK 160,000,000 and that the number of shares shall be not less than 2,400,000,000 and not more than 9,600,000,000.

Rights issue of units
The EGM resolved to approve the Board of Directors' resolution on 23 May 2024 to carry out a new issue of units consisting of shares and warrants of series TO2 with preferential rights for the Company's shareholders. Each unit consists of thirty-three (33) shares and four (4) warrants of series TO2. For the resolution, the following conditions shall otherwise apply.

1) A maximum of 3,603,812,718 shares may be issued, entailing an increase in the share capital of no more than SEK 60,062,507.853843. A maximum of 436,825,784 warrants of series TO2 may be issued, entailing an increase in the share capital of no more than SEK 7,280,303.982284 if all warrants are exercised.
2) Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 28 June 2024 shall receive one (1) unit right for each share held in the Company. One (1) unit right shall entitle to subscription for one (1) unit.
3) The price for each new share is SEK 0.02, the subscription price per unit thus amounts to SEK 0.66. The share premium shall be transferred to the unrestricted premium reserve.
4) The warrants of series TO2 are issued without consideration. The terms and conditions for the warrants of series TO2 are available at the Company's website.
5) The record date for participation in the issue of units with preferential rights shall be 28 June 2024.
6) In the event that not all units are subscribed for with the support of unit rights, the Board of Directors shall, within the maximum amount of the new issue of units, resolve on the allotment of units to those who have subscribed for units without the support of unit rights in accordance with the following allotment principles:

1. Firstly, allotment shall be made to those who have subscribed for units through unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in proportion to the number of unit rights each subscriber exercised for subscription and, to the extent this is not possible, by drawing lots.
2. Secondly, allotment shall be made to others who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units each subscriber subscribed for and, to the extent this is not possible, by drawing lots.
3. Thirdly and finally, any remaining units shall be allotted to the guarantors who have entered into guarantee commitments in proportion to the size of the guarantee commitment and, to the extent this is not possible, by drawing lots.

7) Subscription of units through unit rights shall take place through simultaneous cash payment during the period from 2 July 2024 to and including 16 July 2024. Subscription of units without the support of unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made no later than the second banking day after the settlement note showing the allotment of units has been sent out.
8) The Board of Directors shall be entitled to extend the subscription and payment period.
9) The new shares entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the Company's share register kept by Euroclear Sweden AB.
10) New shares issued as a result of exercise of the warrants of series TO2 entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

Issue authorization
The EGM resolved, in accordance with the Board of Directors' proposal, to authorize the Board of Directors to, on one or more occasions until the next Annual General Meeting, within the limits of the at each time registered articles of association, resolve to issue new shares, warrants and/or convertibles. The Board of Directors shall be able to resolve on issue of shares, warrants and/or convertibles against cash payment, with deviation from the shareholders’ preferential rights and/or with a provision for contribution in kind, or by set-off claims, or on other terms under Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.

For questions, please contact:
Erika Mattsson, Chief Communications Officer
em@fragbitegroup.com
Phone: +46 8 520 277 82
Redeye AB is the Company’s Certified Adviser.

About us
Fragbite Group (publ) is a Swedish corporate group with a portfolio of established subsidiaries that develop, adapt and publish games and esports content within GAMING, ESPORTS and WEB3. Our products are developed for both traditional platforms – PC, mobile and console – and modern web3 platforms built on blockchain technology. The Group is headquartered in Stockholm and listed on Nasdaq First North Growth Market.

Developed and published by Klei Entertainment, Don’t Starve Together has received much critical acclaim since its first release on PC in 2015 and currently has 95% positive player reviews on global platform Steam. Playdigious is developing the mobile version of the game for exclusive release on the global Netflix subscription platform.

“With this deal, Playdigious demonstrates the strength of their brand and their capabilities as a developing studio by collaborating on such a high-profile title. I am also very happy to be adding another one of Playdigious’ games to the global Netflix platform. I have high expectations on Don’t Starve Together, it is a great addition to our portfolio,” says Stefan Tengvall, President and CEO, Fragbite Group.

“Don’t Starve Together is a truly classic IP and it is a feather in our cap to become part of this franchise. I want to thank Klei Entertainment for the confidence they have shown Playdigious, and for collaborating on ensuring the mobile version reaches a wide global audience,” says Abrial Da Costa, CEO, Playdigious.

Don’t Starve Together is a multiplayer survival game developed by Klei Entertainment as an expansion of the success game Don’t Starve. It was first released on PC in 2015 and subsequently on console, having garnered high player ratings and critical acclaim over the years. The mobile version will be released exclusively on the Netflix subscription platform, where Playdigious have previously released mobile games Spiritfarer, Dead Cells and Teenage Mutant Ninja Turtles: Shredder’s Revenge.

Anders Rössel, CFO and Head of M&A, has announced that he wishes to step down from his position. The company's Head of Financial Control, Inger Hasselberg, has been appointed acting CFO and will join the management team. Anders Rössel will during the remainder of June work on the handover of his duties and other obligations, after which Inger Hasselberg will formally take over on 1 July 2024.

"I have accepted Anders' resignation, and we have in good faith and cooperation reached a good solution for the handover. I would like to thank Anders for his great efforts and teamwork during his time with Fragbite Group. Inger Hasselberg has for the past two years been an important core of the group's finance function, and I look forward to working closely with her," says Stefan Tengvall, President and CEO, Fragbite Group.

Lucky Kat is today starting the marketing campaign for in-game token $KOBAN ahead of the upcoming public release and sale. This entails the publication of the Tokenomics of $KOBAN – a strategic document outlining allocation and stakeholder engagement activities. It also entails the start of a three-step marketing campaign which will run over the course of the coming period. As part of the launch, the Company plans to engage investors for an additional private sale. Unit price and date for the public launch will be communicated later via press release.

$KOBAN is an in-game token which after public launch can be used as means of payment within Fragbite Group’s web3 games, alongside being traded on external marketplaces. $KOBAN is a utility token empowering an ecosystem of games which means that over time, more games can be added to the ecosystem, both titles owned by Fragbite Group as well as titles owned by third parties. To date, approximately 38 MSEK has been raised in private sales of $KOBAN, generating revenue to support game and ecosystem development, ahead of the public launch and sale.

“At Fragbite Group we are committed to deliver entertainment for the new generation of gamers, and we are very proud to have a web3 business area that is pioneering a new frontier in the gaming industry. The public launch of KOBAN is a milestone for the Group, it not only allows full web3 functionality for Panzerdogs and Cosmocadia, it is also the first building block for creating a modern, easily accessible and interconnected ecosystem of web3 games which puts the player experience and the love of gaming first,” says Stefan Tengvall, President and CEO, Fragbite Group

"We are incredibly excited about the launch of $KOBAN and the opportunities it brings. Our vision of creating an entire ecosystem of web3 games not only maximizes the potential success of the KOBAN token but also enables a truly interoperable gaming environment. This approach gives control back to the players, allowing them to seamlessly use $KOBAN across multiple games, enhancing their gaming experience and value. We believe that by fostering this interconnected ecosystem, we can create a sustainable and engaging platform that benefits both developers and players alike." says Zara Zamani, Fragbite Group Board Member and CEO of Lucky Kat.

Towards the end of June, Lucky Kat will release an updated version of Cosmocadia on PC and mobile which has full web3 functionality, following the limited mobile release earlier this year which has allowed for a period of data collection through user acquisition (UA) campaigns. $KOBAN utility and integration have been developed for both Panzerdogs and Cosmocadia, ensuring the token is ready for seamless implementation immediately following the public launch.

The $KOBAN marketing campaign is planned in three main steps consisting of activities designed to attract and engage users from both within and beyond the Sui blockchain. Activities include gamified tournament campaigns, social awareness campaigns, airdrop campaigns, and additional activities that are yet to be announced. All with the intended purpose to onboard new audiences into the $KOBAN gaming ecosystem. The $KOBAN Tokenomics document has today been made available via Lucky Kat’s channels.

The $KOBAN token is a collaboration between Fragbite Group subsidiaries Lucky Kat and Wagmi. Wagmi is the Company’s issuer of financial assets within web3 and is, in its capacity as a licensed Virtual Asset Service Provider, responsible for issuing $KOBAN under the supervision of the Gibraltar Financial Services Commission. Lucky Kat is the Company’s developer of web3 games and manages the $KOBAN launch process in terms of operations, marketing and stakeholder communication.

Playdigious has today released the mobile version of Skul: The Hero Slayer on Apple App Store and on Google Play Store. The action roguelite platform game is developed by Southpaw Games and was released in January 2021 on PC and later the same year on console, with currently 93% positive player reviews on global platform Steam.

“We are very excited to finally bring Skul: The Hero Slayer to mobile platforms. The Playdigious team has done a fantastic job adapting the gameplay, and I am confident that many of the game’s over 2 million PC and console players will want to expand their game experience to mobile devices. We expect this version to also attract new players, and I look forward to following the commercial performance of Skul in the coming months and years,” says Abrial Da Costa, CEO at Playdigious.

Right to participate and notice of participation
A shareholder who wishes to participate in the Extraordinary General Meeting must (i) be recorded in the share register maintained by Euroclear Sweden AB relating to the circumstances on 14 June 2024 and (ii) no later than 18 June 2024 give notice by post to Fragbite Group AB (publ), Åsögatan 108, 118 29 Stockholm or by e-mail to ir@fragbitegroup.com. When providing such notice, the shareholder should set forth the name, address, telephone number (daytime), personal/corporate identity number, the number of shares held and, when applicable, information about representatives and assistants.

If a shareholder is represented by proxy, a written, dated proxy for the representative must be issued, should the right to vote for the shares be divided among different representatives, the representatives, together with information on the number of shares each representative is entitled to vote for. A proxy form is available on the Company’s webpage, www.fragbitegroup.com. If the proxy is issued by a legal entity, a certificate of registration or equivalent certificate of authority should be enclosed. To facilitate the registration at the general meeting, the proxy and the certificate of registration or equivalent certificate of authority should be sent to the Company as set out above so that it is received no later than 18 June 2024.

Nominee-registered shares
A shareholder whose shares are held with a nominee must, through the nominee, register its shares in its own name so that the shareholder is registered in the share register kept by Euroclear Sweden AB as of 14 June 2024 to be entitled to participate in the Extraordinary General Meeting. Such registration may be temporary (so called voting right registration). A shareholder who wishes to register its shares in its own name must, in accordance with the nominee's procedures, request that the nominee carries out such voting right registration. Voting right registrations completed no later than 18 June 2024 are taken into account when preparing the meeting's register of shareholders.

Proposed agenda
Proposed agenda at the extraordinary general meeting.

1. Opening of the meeting
2. Election of the chairman of the meeting
3. Election of one or two persons to verify the minutes
4. Preparation and approval of the voting list
5. Determination of whether the meeting has been duly convened
6. Approval of the agenda
7. Resolutions to amend the articles of association and on a new issue of units with preferential rights for the Company's shareholders
   1. The board of directors’ proposal to amend § 4 and § 5 of the articles of association
   2. Approval of the board of directors’ resolution on a new issue of units with preferential rights for the shareholders
8. Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
9. Closing of the meeting

Proposed resolutions:

Item 7 – Resolutions to amend the articles of association and on a new issue of units with preferential rights for the Company's shareholders

General information regarding the board of directors' proposal under item 7
To enable the registration of the resolution on a new issuance of units under item 7 b) below, the board of directors proposes that the general meeting resolves that the limits to the share capital and the number of shares in the articles of association be amended.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

The items 7 a) – b) are one proposal to be approved together in one resolution at the general meeting.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the Extraordinary General Meeting.

Item 7 a) – The board of directors' proposal to amend § 4 and § 5 of the articles of association

§ 4 in the articles of association is proposed to have the following wording.

Current wording
The share capital shall be not less than SEK 1,440,000 and not more than SEK 5,760,000.

Proposed wording
The number of shares shall be not less than SEK 40,000,000 and not more than SEK 160,000,000.

§ 5 in the articles of association is proposed to have the following wording.

Current wording
The number of shares shall be not less than 87,000,000 and not more than 348,000,000.

Proposed wording
The number of shares shall be not less than 2,400,000,000 and not more than 9,600,000,000.

Item 7 b) – The board of directors’ proposal on a new issue of units
The board of directors proposes that the general meeting approves the board of directors' resolution on 23 May 2024 to carry out a new issue of units consisting of shares and warrants of series TO2 with preferential rights for the Company's shareholders. Each unit consists of thirty-three (33) shares and four (4) warrants of series TO2. For the resolution, the following conditions shall otherwise apply.

1) A maximum of 3,603,812,718 shares may be issued, entailing an increase in the share capital of no more than SEK 60,062,507.853843. A maximum of 436,825,784 warrants of series TO2 may be issued, entailing an increase in the share capital of no more than SEK 7,280,303.982284 if all warrants are exercised.

2) Those who are registered as shareholders in the share register maintained by Euroclear Sweden AB on the record date 28 June 2024 shall receive one (1) unit right for each share held in the Company. One (1) unit right shall entitle to subscription for one (1) unit.

3) The price for each new share is SEK 0.02, the subscription price per unit thus amounts to SEK 0.66. The share premium shall be transferred to the unrestricted premium reserve.

4) The warrants of series TO2 are issued without consideration. The terms and conditions for the warrants of series TO2 are available at the Company's website.

5) The record date for participation in the issue of units with preferential rights shall be 28 June 2024.

6) In the event that not all units are subscribed for with the support of unit rights, the board of directors shall, within the maximum amount of the new issue of units, resolve on the allotment of units to those who have subscribed for units without the support of unit rights in accordance with the following allotment principles:

1. Firstly, allotment shall be made to those who have subscribed for units through unit rights, regardless of whether the subscriber was a shareholder on the record date or not, and in the event of oversubscription, in proportion to the number of unit rights each subscriber exercised for subscription and, to the extent this is not possible, by drawing lots.
2. Secondly, allotment shall be made to others who have subscribed for units without the support of unit rights, and, in the event that they cannot receive full allotment, in proportion to the number of units each subscriber subscribed for and, to the extent this is not possible, by drawing lots.
3. Thirdly and finally, any remaining units shall be allotted to the guarantors who have entered into guarantee commitments in proportion to the size of the guarantee commitment and, to the extent this is not possible, by drawing lots.

7) Subscription of units through unit rights shall take place through simultaneous cash payment during the period from 2 July 2024 to and including 16 July 2024. Subscription of units without the support of unit rights shall take place during the same period on a separate subscription list. Payment for units subscribed for without the support of unit rights must be made no later than the second banking day after the settlement note showing the allotment of units has been sent out.

8) The board of directors shall be entitled to extend the subscription and payment period.

9) The new shares entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after the registration of the new shares with the Swedish Companies Registration Office and the subsequent entry of the shares in the Company's share register kept by Euroclear Sweden AB.

10) New shares issued as a result of exercise of the warrants of series TO2 entitle the holder to a dividend for the first time on the record date for the dividend that occurs immediately after subscription has been executed.

The board of directors, the CEO, or anyone appointed by the board of directors or the CEO, shall be authorized to make such minor amendments to the above resolution as may be necessary in connection with the registration of the resolution with the Swedish Companies Registration Office or Euroclear Sweden AB or due to other formal requirements.

Item 8 – Resolution on authorisation for the board of directors to resolve on issues of shares, warrants and/or convertibles
The board of directors proposes that the general meeting authorises the board of directors to, on one or more occasions until the next Annual General Meeting, within the limits of the at each time registered articles of association, resolve to issue new shares, warrants and/or convertibles. The board of directors shall be able to resolve on issue of shares, warrants and/or convertibles against cash payment, with deviation from the shareholders’ preferential rights and/or with a provision for contribution in kind, or by set-off claims, or on other terms under Chapter 2, Section 5, second paragraph 1-3 and 5 of the Swedish Companies Act.

The CEO, or the person appointed by the board of directors, shall have the right to make such minor adjustments that may be required in connection with the registration of the resolution with the Swedish Companies Registration Office.

A valid resolution requires that the resolution is supported by shareholders representing at least two thirds of the votes cast as well as of the shares represented at the Extraordinary General Meeting.

Shareholders’ right to request information
Shareholders are reminded of their right to request information in accordance with Chapter 7, Section 32 of the Swedish Companies Act (Sw. aktiebolagslagen).

Use of personal data
For information regarding the processing of your personal data, please refer to the privacy policies of Euroclear, available on their website: www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.

Documents
Documents according to the Swedish Companies Act as well as other relevant documents are available at the Company’s office and at the Company's website, www.fragbitegroup.com. The documents will also be sent to shareholders who request this and provide their address.

Stockholm in May 2024

Fragbite Group AB (publ)

The board of directors

Fragbite Group AB (publ) ("Fragbite Group" or the "Company") announced earlier today that the Company has conducted a strategic review of Fall Damage Studio AB ("Fall Damage"), resulting in the Board's decision to file for the bankruptcy of Fall Damage. More information can be found in the following press release: [Fragbite Group declares subsidiary Fall Damage Studio bankrupt – Fragbite Group]. In connection with this, the Company's Board today announces a decision, subject to subsequent approval by the General Meeting, on a new issue of units of approximately SEK 72.1 million with preferential rights for the Company's existing shareholders (the "Rights Issue") and the arrangement of bridge financing of approximately SEK 20.0 million to finance the short-term liquidity needs before the proceeds from the Rights Issue are received. The proceeds from the upcoming Rights Issue are intended to finance the repayment of the Company's utilized credit facilities and strengthen the balance sheet to leverage the opportunities surrounding the Company's remaining portfolio. The Rights Issue is secured to approximately 84.5 percent through subscription commitments and underwriting obligations in the form of bottom and top guarantees. The terms for participating in the Rights Issue are expected to be as follows: for each share held on the record date of June 28, 2024, one (1) unit right will be received. One (1) unit right entitles the holder to subscribe for one (1) unit. Each unit in the Rights Issue consists of thirty-three (33) newly issued shares in the Company and four (4) free warrants of series TO2 (together, a “Unit”). The subscription price per Unit is SEK 0.66, equivalent to SEK 0.02 per share. Upon full subscription and full exercise of all warrants of series TO2 within the issued Units, the Company may receive additional capital of up to approximately SEK 13.1 million. A notice for the Extraordinary General Meeting to be held on June 25, 2024, will be announced via a separate press release.

Summary

• The Board of Fragbite Group decides on a capitalization of a maximum of approximately SEK 72.1 million through a new issue of up to 109,206,446 Units with preferential rights for the Company's existing shareholders, subject to subsequent approval by the General Meeting.

• The proceeds are intended to be used for the repayment of the Company's utilized credit facilities and to strengthen the balance sheet to leverage the opportunities arising from the Company's remaining portfolio. The Company has a fundamentally stable, profitable core business with a very strong pipeline of planned game releases and projects in 2024 and 2025.

• One (1) existing share in the Company entitles the holder to one (1) unit right. One (1) unit right entitles the holder to subscribe for one (1) Unit, consisting of thirty-three (33) newly issued shares and four (4) newly issued warrants of series TO2 (“Warrants”). This means that a total of up to 3,603,812,718 new shares and 436,825,784 new Warrants may be issued. The Warrants are intended to be listed on Nasdaq First North Growth Market.

• The subscription price has been set at SEK 0.66 per Unit, equivalent to SEK 0.02 per share. The Warrants are issued free of charge.

• Through the Rights Issue, Fragbite Group can initially raise up to approximately SEK 72.1 million before deducting costs related to the Rights Issue, estimated to be approximately SEK 11 million, of which approximately SEK 6.5 million constitutes guarantee compensation provided all guarantors choose cash compensation. Upon full subscription and full exercise of all Warrants within the issued Units, the Company may receive additional capital of up to approximately SEK 13.1 million.

• The subscription period runs from July 2, 2024, to July 16, 2024. Unit rights not utilized during the subscription period will become invalid and lose their value. Trading in unit rights is planned to take place on Nasdaq First North Growth Market from July 2, 2024, to July 11, 2024. Trading in BTU (paid subscribed unit) is planned to take place on Nasdaq First North Growth Market from July 2, 2024, to approximately July 25, 2024.

• The Rights Issue entails an initial maximum dilution of approximately 97.1 percent. If the Rights Issue is fully subscribed and all Warrants are exercised for the subscription of shares, an additional dilution effect corresponding to approximately 10.5 percent relative to the new number of shares after the fully subscribed Rights Issue will occur.

• The exercise period for the Warrants runs from October 1, 2024, to October 15, 2024. The subscription price upon the exercise of Warrants is SEK 0.03 per share. If all Warrants are exercised for the subscription of shares, the Company will receive additional capital of up to approximately SEK 13.1 million before issuance costs.

• Full information regarding the Rights Issue and information about the Company will be provided in an EU growth prospectus expected to be published on the Company’s website around June 28, 2024.

Background and Motivation
Fragbite Group develops and publishes games and esports content for both traditional and modern platforms. The Company combines expertise in gaming, esports, and web3 to create entertainment for a new global generation of gamers who want to play, watch, and own.

In 2023, Fragbite Group made several significant investments to strengthen the core operations of the Company’s three business areas. Primarily, capital was allocated to Playdigious to further accelerate the growth rate of the subsidiary’s long-profitable business of porting established IPs to mobile platforms. Investments were also made through the establishment of the business unit Playdigious Originals, which publishes independent games on PC and console. These investments have resulted in an increased production capacity with an expectation to double the number of game titles on mobile platforms in 2024, as well as enabled Playdigious to sign more and larger game titles, thereby increasing the value of its pipeline. The total estimated net revenue for the current pipeline is between 10 and 17+ MEUR.

In 2023, Fragbite Group made the strategic decision to divest a part of the hyper-casual game portfolio due to declining revenues and low profitability, leading to a decrease in the Company’s net revenue. This reallocation of resources from subsidiary Lucky Kat has allowed the Company to invest in the development of the web3 business area with associated game titles, which are expected to contribute positively to net revenue and profitability over time. The public launch and sale of the Company’s game token $KOBAN was initially planned for late 2023 but was postponed pending more favourable market conditions. This delay has allowed the Company to expand the project's scope and engage in more dialogues with potential investors and partners to ensure a successful launch in 2024. $KOBAN, along with its ecosystem of associated games, both proprietary and future external IPs, is expected to become a significant revenue source for the Company over time.

Lastly, significant restructuring was carried out within the esports business area in 2023, returning it to profitability for the full year 2023. The restructured, modern business with proprietary IPs and expertise in marketing using gaming and esports as channels, is well-positioned for growth and further profitability.

On October 11, 2023, Fragbite Group acquired Fall Damage Studio AB and simultaneously conducted a directed issue aimed at financing the acquisition of Fall Damage, as well as the continued operation of Fall Damage and the development of the game ALARA Prime until its release. Since the acquisition, Fall Damage has engaged in numerous dialogues with potential partners regarding the publication of ALARA Prime. This process has been extensive, involving many counterparts, and despite very positive feedback regarding the game’s quality and potential, the subsidiary has not yet been able to complete the process within the necessary timeframe. This has led to the Board’s decision to file for the subsidiary’s bankruptcy.

Fragbite Group's remaining portfolio consists of a stable, profitable core business in gaming, and businesses in web3 and esports positioned at the front-end of the industry. This positions the Company uniquely to leverage market trends and changes in consumer behaviour among young players to capitalise on opportunities in all business areas. The Company has long-term ambitions with aspirations for a successful 2024. The Company intends to strengthen its balance sheet to capitalize on current opportunities to increase the profitability of the remaining portfolio and therefore plans to carry out the upcoming Rights Issue.

The proceeds from the Rights Issue are intended to be used for the following purposes in order of priority:

• Repayment of credit facility and bridge loan, totalling approximately 40.0 MSEK
• General working capital, approximately 32.1 MSEK

Through the Rights Issue, Subscription Warrants will be issued free of charge, which, if fully utilized, can provide the Company with an additional approximately 13.1 MSEK before issue costs. The exercise period for the Subscription Warrants runs from October 1, 2024, to October 15, 2024. The subscription price upon exercise of the Subscription Warrant is 0.03 SEK per share. The proceeds from the exercised Subscription Warrants are intended to be used entirely for general working capital purposes.

Preliminary Timetable for the Rights Issue

• June 25, 2024: Extraordinary General Meeting
• June 28, 2024: Record date for participation in the Rights Issue
• June 28, 2024: Estimated date for publication of the prospectus
• July 2 – July 16, 2024: Subscription period
• July 2 – July 11, 2024: Trading in unit rights
• July 17, 2024: Estimated date for announcement of the outcome of the Rights Issue

Subscription Commitments and Underwriting Obligations
The Rights Issue is covered to approximately 84.5 percent by subscription commitments and underwriting obligations, of which subscription commitments amount to approximately 22.6 percent of the Rights Issue, bottom underwriting obligations approximately 43.2 percent, and top underwriting obligations approximately 18.7 percent of the Rights Issue. The top underwriting obligations are added to the prevailing subscription level in the Rights Issue (including other executed underwriting obligations if applicable). For top underwriters, compensation is either in cash or in the form of newly issued shares in the Company amounting to twenty (20) percent of the guaranteed amount. For bottom underwriters, compensation is in cash or newly issued shares amounting to twelve (12) percent of the guaranteed amount. The guarantee compensation in the form of shares is conditional upon the Company’s extraordinary meeting on June 25, 2024, authorizing the Board to decide on the issuance of shares to the guarantors. No compensation is paid for subscription commitments. The subscription commitments and underwriting obligations are not secured by bank guarantee, blocked funds, pledges, or similar arrangements.

Extraordinary General Meeting
The Board's decision regarding the Rights Issue is subject to approval by an extraordinary general meeting to be held on June 25, 2024 and that the extraordinary general meeting resolves to amend the limits for the share capital and the number of shares in the Company's articles of association in accordance with the Board's proposal. The notice of the extraordinary general meeting will be issued through a separate press release.

Prospectus
Full information regarding the Rights Issue and information about the Company will be provided in an EU growth prospectus expected to be published on the Company’s website around June 28, 2024.

Shares and Share Capital
Provided that the Rights Issue is fully subscribed and paid for, the share capital of the Company will increase by a maximum of SEK 60,062,507.85, from SEK 1,820,076.00 to SEK 61,882,583.85, through the issuance of a maximum of 3,603,812,718 shares. The number of shares will thus increase from 109,206,446 shares to a maximum of 3,713,019,164 shares. For existing shareholders who do not participate in the Rights Issue, this implies a dilution effect of approximately 97.1 percent of the capital and votes in the Company.

If the Rights Issue is fully subscribed and all guarantors choose to receive their guarantee compensation in the form of shares, the Company’s share capital will increase by a maximum of SEK 5,366,028.22, through the issuance of a maximum of 321,967,255 shares. The dilution will then amount to approximately 8.7 percent (excluding the issuance of Warrants).

In the event of full utilization of the Warrants, the Company’s share capital will increase by an additional maximum of SEK 7,280,303.98 to SEK 69,162,887.83, through the issuance of a maximum of 436,825,784 shares. The number of shares will thereby increase to a maximum of 4,149,844,948 shares. This corresponds to a dilution effect of approximately 10.5 percent of the capital and votes in the Company after considering full subscription of shares issued in the Rights Issue.

Cost Reduction Program
Fragbite Group has initiated a cost reduction program consisting of operational and financial measures to increase the Company’s efficiency, reduce capital expenditures, and contribute to a stronger cash flow in the short and long term. Group management has conducted a detailed review of costs in all the companies within the group, including the parent company. The goal of the program is to reduce overhead costs throughout the Group, including group-wide costs, by the end of the current fiscal year. Implementation of these measures has started and they are expected to have come into effect in part during the third quarter of 2024, andin full effect by the end of 2024. A significant part of the cost reductions pertain to recently terminated consultancy agreements.

Bridge financing
To fulfil existing commitments before the completion of the Rights Issue, the Company has entered into bridge loan agreements of SEK 20.0 million on market terms from a number of existing and external investors. The bridge loans are intended to be repaid with the proceeds from the Rights Issue.

Advisors
Fragbite Group has engaged Penser by Carnegie, Carnegie Investment Bank AB (publ), and Advokatfirman Schjødt as financial and legal advisors in connection with the Rights Issue.

Important Information
The information in this press release is not intended for release, publication, dissemination, or distribution, directly or indirectly, in or to the United States, Australia, Hong Kong, Canada, Japan, Singapore, Russia, Belarus, or South Africa or any other state, territory, or jurisdiction where such release, publication, dissemination, or distribution would be unlawful or would require additional prospectuses, registration, or other measures beyond those required by Swedish law.

This press release is for informational purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to purchase or subscribe for, any of the securities described herein (collectively, the “Securities”) or any other financial instruments in Fragbite Group AB. Any offer regarding the Securities will only be made through the prospectus that Fragbite Group AB is expected to publish in due course. No offers are being made to, and no subscription forms are being accepted from, subscribers (including shareholders) or persons acting on behalf of subscribers, in any jurisdiction where such subscriptions would be in violation of applicable laws or regulations or would require that additional prospectuses be prepared or registered or that any other actions be taken beyond what is required by Swedish law. Actions contrary to these restrictions may constitute a violation of applicable securities laws.

The Securities mentioned in this press release have not been registered and will not be registered under any applicable securities legislation in the United States, Australia, Hong Kong, Canada, Japan, Singapore, Russia, Belarus, or South Africa, and may not, with certain exceptions, be offered or sold to or within, or for the account or benefit of, any person registered in these countries. The Company has not made any offer to subscribe for or acquire the Securities mentioned in this press release to the public in any country other than Sweden.

None of the Securities have been registered or will be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of the United States (including its territories and provinces, any state of the United States, and the District of Columbia), and may not be offered, pledged, sold, delivered, or otherwise transferred, directly or indirectly, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with other applicable securities laws. No public offering of any of the Securities will be made in the United States.

In member states of the EEA other than Sweden (each such member state, a "Relevant State"), this press release and the information contained herein are intended solely for and directed at qualified investors as defined in the Prospectus Regulation. The Securities mentioned in this press release are not intended to be offered to the public in any Relevant State and are only available to qualified investors, except in accordance with exceptions in the Prospectus Regulation. Persons in any Relevant State who are not qualified investors should not take any actions based on this press release and should not rely on it.

In the United Kingdom, this press release is directed only at and communicated solely to persons who are qualified investors as defined in Article 2(e) of the Prospectus Regulation (2017/1129) who are (i) persons falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (ii) persons who are within Article 49(2)(a) to (d) of the Order, or (iii) persons who are existing members or creditors of Fragbite Group AB or other persons who fall within Article 43 of the Order, or (iv) persons to whom it may otherwise lawfully be communicated (all such persons referred to in (i), (ii), (iii), and (iv) above being collectively referred to as "Relevant Persons"). Persons in the United Kingdom who are not Relevant Persons should not take any action based on this press release and should not rely on it.

This press release does not constitute an investment recommendation. The price of, and value of, securities, and any income derived from securities can go down as well as up and you may lose your entire investment. Past performance is not an indication of future performance. The information in this release cannot be relied upon as an indication of future performance.

This press release contains certain information that reflects Fragbite Group AB's current views on future events and financial and operational development. Words such as "intends," "assesses," "expects," "may," "plans," "estimates," and other expressions that imply indications or predictions of future developments or trends, and that are not based on historical facts, constitute forward-looking information and reflect Fragbite Group AB's beliefs and expectations and involve a number of risks, uncertainties, and assumptions that could cause actual events and results to differ materially from any expected future events or performance expressed or implied by the forward-looking statement. The information in this press release may change without prior notice and, except as required by applicable law, Fragbite Group AB does not undertake any responsibility or obligation to publicly update or review any of the forward-looking statements herein, nor does it intend to do so. You should not place undue reliance on forward-looking statements, which are only relevant as of the date of this press release. As a result of these risks, uncertainties, and assumptions, you should not place undue reliance on these forward-looking statements as a prediction of actual future events or otherwise.

Today, Marcus Teilman has chosen to step down from his role as CEO of Fragbite Group as he intends to pursue new challenges. Marcus will be available to the Company during a transitional period and will provide support to Stefan Tengvall. Stefan Tengvall’s role as Chairman will be assumed by current board member Sten Wranne, as Tengvall takes on the position of interim CEO.

“The Board and I thank Marcus for his efforts and his commitment to Fragbite Group during his time as CEO and wish him the best of luck in the future. The Company has initiated a cost reduction programme with the aim of securing a healthy cash flow in both the short and long term. Further examining the costs of the Group and our portfolio companies as well as identifying opportunities for restructuring, thereby enabling increased capital for our profitable underlying core holdings, will be my main focus in the coming period. I look forward to the task as it is something I have done previously in my career. We have a fantastic Group that can become even better,” comments Stefan Tengvall.

Presentations of Stefan Tengvall and Sten Wranne are available on the Company's website, www.fragbitegroup.com.

For questions, please contact:
Erika Mattsson, Chief Communications Officer
em@fragbitegroup.com
Phone: +46 8 520 277 82

Redeye AB is the Company’s Certified Adviser.

About us
Fragbite Group (publ) is a Swedish corporate group with a portfolio of established subsidiaries that develop, adapt and publish games and esports content within GAMING, ESPORTS and WEB3. Our products are developed for both traditional platforms – PC, mobile and console – and modern web3 platforms built on blockchain technology. The Group is headquartered in Stockholm and listed on Nasdaq First North Growth Market.

This information is information that Fragbite Group AB is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact persons set out above, at 2024-05-23 [xx:xx] CEST.