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MESSAGE _ENGLISH VERSION_
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The Management Board of Ice Code Games S.A. with its registered office
in Warsaw [the "Company"] hereby announces that today the Company
entered into an agreement with a shareholder holding more than 5% of the
Company's share capital and voting rights at the General Meeting [the
"Shareholder"] concerning the conversion into newly issued shares of the
Company of a loan granted to the Company by the Shareholder [of which
the Company reported, inter alia, in ESPI Current Report No. 25/2025
dated 1 October 2025 and ESPI Current Report No. 3/2026 dated 14 April
2026].
The total amount subject to conversion is PLN 230,000.00 and comprises
the outstanding loan principal of PLN 170,000.00 as well as all interest
and ancillary amounts due. The conversion will be effected through the
subscription by the Shareholder for 2,300,000 new ordinary bearer shares
of the Company, with a nominal value and issue price of PLN 0.10 each,
and the set-off of the receivable under the loan against the Company's
receivable in respect of the aggregate issue price of the subscribed
shares in the amount of PLN 230,000.00. Pursuant to the agreement, the
parties also extended the repayment date of the loan until 31 December
2026.
Furthermore, the Company undertook to take steps aimed at offering Paweł
Wilk, free of charge, 15,150,000 subscription warrants, each entitling
its holder to subscribe for one new ordinary bearer share of the Company
at an issue price of PLN 0.10. The rights under the subscription
warrants may be exercised until 31 December 2027.
The agreement also provides that, as of the date on which the Company
enters into a binding preliminary agreement or another binding agreement
with AMIHAN O, with its registered office in Tallinn [the entity which
succeeded AMIHAN Innovations Limited], or with its shareholder or
shareholders, concerning the acquisition by the Company of all shares in
AMIHAN O in exchange for newly issued shares of the Company, the
Shareholder shall irrevocably lose the right to demand repayment in cash
of the indebtedness arising from the loan [the Company reported on the
execution of the letter of intent concerning the transaction with AMIHAN
Innovations Limited in ESPI Current Report No. 11/2026 dated 7 July
2026, and on amendments to that letter of intent in ESPI Current Report
No. 13/2026 dated 30 July 2026 and ESPI Current Report No. 14/2026 dated
31 August 2026]. From that date, the only method of settlement of the
loan shall be the subscription for newly issued shares of the Company
and the corresponding set-off, while the indebtedness under the loan
shall cease to bear interest and shall no longer increase.
The implementation of the above provisions requires the adoption of
appropriate corporate resolutions, including resolutions concerning an
increase in the Company's share capital in connection with the issue of
new shares to be subscribed for by the Shareholder through the
conversion of loans granted to the Company, as well as a conditional
increase in the share capital in connection with the issue of
subscription warrants, together with the exclusion of the pre-emptive
rights of the existing shareholders.
Furthermore, also today, the Company entered into an amendment with
Fingames Lending sp. z o.o., with its registered office in Warsaw
["Fingames"], to the agreement governing the repayment of loans granted
to the Company by Fingames [the Company reported on the execution of
that agreement in ESPI Current Report No. 19/2025 dated 10 September
2025 and on the execution of Amendment No. 1 in ESPI Current Report No.
2/2026 dated 27 February 2026; hereinafter: the "Amendment"].
Pursuant to the Amendment, by no later than 31 December 2026, the
Company undertook to repay a portion of the principal amount of the loan
received in a minimum amount of EUR 150,000, provided that the parties
may apply towards repayment of the loan the cash consideration payable
by Fingames as the issue price for newly issued shares of the Company.
As part of the conversion of the loan into shares of the Company,
Fingames undertook, subject to the fulfilment of the conditions
specified in the Amendment, including those referred to below, to
subscribe for 6,525,000 newly issued shares of the Company at an issue
price of PLN 0.10 per share, i.e. for an aggregate issue price of PLN
652,500, corresponding to EUR 150,000 at the exchange rate of PLN 4.35
per EUR 1 agreed by the parties for the purposes of the conversion.
Furthermore, the Amendment also provides for the issue of subscription
warrants, under which a third party designated by Fingames is to be
offered, free of charge, 43,000,000 subscription warrants entitling the
holder to subscribe for 43,000,000 shares of the Company at an issue
price of PLN 0.10 per share. The subscription warrants may be exercised
until 31 December 2027.
The implementation of the conversion of the Fingames loan into newly
issued shares of the Company will be subject to the fulfilment of the
conditions specified in the Amendment, including in particular: [1] the
adoption by the General Meeting of the Company of appropriate
resolutions concerning an increase in the share capital, a conditional
increase in the share capital, the issue of subscription warrants, as
well as the offering of the relevant shares to Fingames and the
Shareholder [in the respective numbers resulting from the Amendment and
the agreement entered into today with the Shareholder, as referred to in
the first part of this Current Report], and the offering of subscription
warrants to the person designated by Fingames and to Paweł Wilk; [2_]
amendments to the Company's Articles of Association; [3] completion of
the required registrations with the National Court Register [KRS]; [4]
the execution by the Company, by 31 December 2026, of a preliminary
agreement concerning the contemplated transaction with AMIHAN O; and
[5] the establishment of the security in favour of Fingames specified in
the Amendment [i.e. the execution, by 15 September 2026, of an agreement
for the assignment by way of security of receivables and proceeds
related to the production, financing, publishing, sale, distribution,
licensing and other exploitation of the games "Nightmare Frontier" and
"Hard West 2" and the rights related thereto, provided that Fingames
shall be entitled to satisfy its claims from the security only if the
transaction with AMIHAN O is not completed by 31 December 2026 or if,
prior to that date, it becomes known that the transaction will not be
completed, subject to certain circumstances beyond the Company's control
as specified in the agreement].
Upon fulfilment of all conditions specified in the Amendment, the
application of the amount payable by Fingames in respect of the issue
price of the shares towards repayment of the loan shall be mandatory,
subject to mandatory provisions of law, in particular restrictions
concerning the set-off of a subscriber's receivable against a public
company's receivable for payment of the issue price of shares.
The Company also undertook to use due care in taking steps aimed at
introducing the shares covered by the arrangements entered into with
both the Shareholder and Fingames to organised trading, on the terms
specified in the relevant agreements.
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RB_ASO: Zawarcie umów w sprawie konwersji otrzymanych przez Spółkę pożyczek na akcje nowej
emisji
