Publishes an EU-growth prospectus in connection with its upcoming rights issue

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, JAPAN, CANADA, NEW ZEALAND, SWITZERLAND, SINGAPORE, SOUTH AFRICA, SOUTH KOREA OR ANY OTHER JURISDICTION IN WHICH THE RELEASE, DISTRIBUTION OR PUBLICATION OF THIS PRESS RELEASE WOULD BE UNLAWFUL OR WOULD REQUIRE ADDITIONAL REGISTRATION OR OTHER ACTION. ADDITIONAL RESTRICTIONS APPLY. SEE THE "IMPORTANT INFORMATION" SECTION AT THE END OF THIS PRESS RELEASE.

Scout Gaming Group AB (publ) (the "Company" or "SGG") has prepared an EU-growth prospectus (the "Prospectus") in connection with the Company's upcoming, fully guaranteed, rights issue announced by press release on 30 June 2022 and resolved by the extraordinary general meeting on 1 September 2022 (the "Rights Issue"). The Prospectus has today been approved and registered by the Swedish Financial Supervisory Authority (the “SFSA”). The Prospectus is now available on the Company's website, www.scoutgaminggroup.com.

The Prospectus has been prepared in connection with the forthcoming Rights Issue and has today, 6 September 2022, been approved and registered by the SFSA. The Prospectus, containing full terms and conditions and other information relating to the Rights Issue, is available on the Company's and Aqurat Fondkommission AB's respective websites (www.scoutgaminggroup.com, www.aqurat.se). The Prospectus will also be available on the SFSA's website (www.fi.se). Application forms will be available on the Company's and Aqurat Fondkommission AB's respective websites. In addition, application forms may be obtained by contacting the issuing agent by telephone at 08-684 058 00.

The Rights Issue in short

• The Rights Issue comprises of not more than 202,680,423 shares, representing an increase in the share capital of not more than SEK 10,667,390.97 and corresponds, at full subscription, to total proceeds of approximately SEK 101 million before costs for the issue.
• Shareholders who are registered in the share register maintained by Euroclear Sweden AB on the record date 6 September 2022 will receive one (1) subscription right for each share held. One (1) subscription right entitles the holder to subscribe for nine (9) new shares in the Company.
• The subscription price is SEK 0.50 per share.
• The Rights Issue is 100 per cent guaranteed, of which approximately SEK 46 million through subscription undertakings and approximately SEK 55 million through underwriting undertakings, which have been entered into by the existing shareholders Topline Capital Partners LP, Scobie Ward, Novobis AB, Knutsson Holdings AB and Erlinghundra AB. No remuneration will be paid for the subscription underwritings and underwriting undertakings.
• Shares subscribed for under subscription undertakings and underwriting undertakings may not be disposed of without the prior consent of the Company for a period of nine (9) months after the date of allotment of shares in the Rights Issue (so called lock-up).
• In the event that Topline Capital Partners LP's underwriting undertakings is fully utilised, Topline Capital Partners LP's holding in the Company will amount to approximately 30.30 per cent after allocation of shares in the Rights Issue, which triggers a so-called mandatory offer obligation. In order to avoid a potential mandatory offer situation, Topline Capital Partners LP has undertaken to, within four (4) weeks from the date on which the bid obligation arises, divest shares to the extent necessary for the mandatory offer obligation to cease.

Preliminary timetable for the Rights Issue

Advisors

Corpura Fondkommission AB, www.corpura.se, acts as financial advisor, Eversheds Sutherland Advokatbyrå AB acts as legal advisor and Aqurat Fondkommmission AB acts as issuing agent in the Rights Issue.

For additional information, please contact:

Niklas Jönsson, CFO and acting CEO          
Phone: +46 725 494 173     
E-mail: [email protected]

About Scout Gaming Group

Scout Gaming Group is a licensed and regulated provider of B2B Daily Fantasy Sports, Sportsbook, Fantasy betting and other sports betting products. The company offers a flexible and customizable network-based platform with support for most sports and leagues through an in-house StatCenter which also provides real-time information to players. The Group is headquartered in Stockholm, Sweden with development and operations in Bergen, Norway and Lviv, Ukraine. Scout Gaming is listed on Nasdaq First North Growth Market and the Certified Adviser is Redeye AB.

IMPORTANT INFORMATION

The release, announcement or distribution of this press release may, in certain jurisdictions, be subject to restrictions. The recipients of this press release in such jurisdictions, in which this press release has been released, announced, or distributed, should inform themselves of and follow such restrictions. The recipient of this press release is responsible for using this press release, and the information contained herein, in accordance with applicable rules in each jurisdiction. This press release does not constitute an offer, or a solicitation of any offer, to buy or subscribe for any securities in SGG in any jurisdiction, either from SGG or from someone else. This announcement is not a prospectus for the purposes of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and has not been approved by any regulatory authority in any jurisdiction.

This press release does not constitute a recommendation concerning any investor's option with respect to the rights issue. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this press release and publicly available information. The price and value of securities can go down as well as up. Past performance is not a guide to future performance.

This press release does not constitute or form part of an offer or solicitation to purchase or subscribe for securities in the United States. The securities referred to herein may not be sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933 (the "Securities Act"), as amended, and may not be offered or sold within the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There is no intention to register any securities referred to herein in the United States or to make a public offering of the securities in the United States. The information in this press release may not be announced, published, copied, reproduced or distributed, directly or indirectly, in whole or in part, within or into, Australia, Canada , Japan, Hong Kong, New Zealand, Singapore, South Africa, the United States or in any other jurisdiction where such announcement, publication or distribution of the information would not comply with applicable laws and regulations or where such actions are subject to legal restrictions or would require additional registration or other measures than what is required under Swedish law. Actions taken in violation of this instruction may constitute a crime against applicable securities laws and regulations.

In the United Kingdom, this press release and any other materials in relation to the securities described herein is only being distributed to, and is only directed at, and any investment or investment activity to which this document relates is available only to, and will be engaged in only with, "qualified investors" who are (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment or investment activity to which this communication relates is available only to, and will be engaged in only with, relevant persons. Persons who are not relevant persons should not take any action on the basis of this press release and should not act or rely on it.