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TalkPool AG: Year-end report Q4 2024

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CHUR, Switzerland, March 14, 2025 /PRNewswire/ — The network technology service provider Talkpool presents another year of stable financial results. The company has reduced to the MAX while preparing for growth. 

This is a summary of Talkpool’s interim financial results for 24Q4 and the calendar year 2024. The full 13-page report is available on Published Financial Reports & Filings – Talkpool.

THE FOURTH QUARTER OF 2024 IN BRIEF (OCT 1ST – DEC 31ST 2024)

Net sales of EUR 3 970 thousand (compared to EUR 4 538 thousand in Q4 2023)EBITDA of EUR 425 thousand (848) and EBITDA margin of 10.7% (18.7%)EBIT of EUR 378 thousand (791) and EBIT margin of 9.5% (17.0%)Net Earnings After Tax of EUR 406 thousand (247) and net EAT margin of 10.2% (5.4 %)THE YEAR 2024 IN BRIEF (JAN 1ST – DEC 31ST 2024)Net sales amounted to EUR 15 757 thousand (compared to EUR 15 607 in 2024)EBITDA of EUR 1 753 thousand (1 980) and EBITDA margin of 11.1% (12.7%)EBIT of EUR 1 576 thousand (1 806) and EBIT margin of 10.0% (11.6%)Net Earnings After Tax of EUR 869 thousand (788) and EAT margin 5.5% (5.05%)

OCTOBER – DECEMBER KEY DEVELOPMENTS

The year ended with a stable performance in line with the “reduce to the MAX” motto. More conservative accounting practices were applied throughout the year 2024. The operational performance and profitability increased during the last months of the year.           The German business had a slow ending of the year after very good performance in the first 9 months of 2024. The Swiss company and Pakistani company showed strong performance during October to December of 2024.          Talkpool is returning to its telecom network services roots, building upon its legacy of bringing communication technology to diverse regions worldwide. The company has delayed publishing its new strategy as it continues to thoroughly evaluate strategic opportunities.           Moving forward, Talkpool’s primary focus is to grow and strengthen its companies in Germany, Switzerland, and Pakistan. This growth trajectory will be accelerated through the implementation of cutting-edge technology tools powered by artificial intelligence, enabling more efficient service delivery and expanded market reach.

This report contains insider information that Talkpool AG is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication at 08:30 o’clock Central European Time on Friday the 14th of March 2025.

This is Talkpool

Talkpool works behind the scenes to plan, build and improve large communication networks. Competence includes implementation of new technology including hardware, software, project management and human resources management. The company partners with Original Equipment Manufacturers to distribute, integrate and maintain technology that enhances telecommunication infrastructure.

Talkpool has global geographical reach and experience. The business has three main companies:          

Germany: Fixed network planning of fibre and Copper technology performed by 40 staffSwitzerland: One large Operation and Maintenance project of a complete mobile and fixed network in the Caribbean performed by approx. 400 staffPakistan: Market leader with 45 projects to plan, implement, integrate, optimize and refurbish telecom sites performed by approximately 1 000 employees

Talkpool also owns businesses in the USA, Saudi Arabia and Sweden. The company is traded in Stockholm (Nasdaq First North) and Frankfurt (Deutsche Börse) with ISIN CH0322161768. The business has Swedish roots, is majority-owned by Swedish shareholders and managed by a Swedish team. A streamlined and efficient business is now emerging after a turnaround period that has taken several years.

Management Comments

Artificial intelligence (AI) is rapidly surpassing human capabilities across numerous domains. While many telecommunications network operations are still in the early stages of this technological transformation, Talkpool is strategically positioning itself to harness the full potential of AI tools. By automating repetitive tasks currently performed by humans and optimizing use of infrastructure, Talkpool aims to drive efficiency, reduce costs, and deliver superior network performance for its clients.

Talkpool followed the motto “reduce to the MAX” in 2024 – keeping costs low while maximizing future opportunities. Additional resources have been allocated to sales and business development without increasing the cost base.

Germany has during 2024 developed into Talkpool’s most important market. The German work volumes in the fourth quarter were however lower than previously, and accounting practices were further tightened.

The Swiss company continued to overperform based on operational profits from its Operation and Maintenance project in the Caribbean and low headquarter costs.

The business in Pakistan is going through big changes. An effort to export remote services and technology from Pakistan has been initiated. Pakistan has been in a crisis, but the business ended 2024 with a positive trend.

The TALK share price (ISIN CH0322161768) dived from just below SEK 8.0 (€0.62) per share in early October 2024 to SEK 6.3 (€0.45) at the end of the year, only to return to just below SEK 8.0 (€0.62) at the time of writing this text.

Beginning of the year 2025

The business has started the new year as stable as it finished 2024. After 8 years of absence, Talkpool visited the world’s largest wireless show #MWC25 in Barcelona and signed two separate contracts for Artificial Intelligence tools. New sales managers have been hired while efforts to minimize costs continue.

Business development activities have increased in Talkpool’s Miami office. Promising negotiations with optical fiber network operators are undergoing and a network services trial is evaluated in the USA.

Talkpool is considering re-entering the Swedish market to meet new demands for secure mobile communication technology.

Looking ahead, Talkpool is planning to accelerate growth while continuing to focus on cashflow and profit margins.

Despite economic uncertainties, demand for Talkpool’s services remains resilient, with clients increasingly turning to innovation as a response to challenging market conditions. In this turbulent global landscape, Talkpool has established itself as a trusted anchor, providing stability and forward-thinking solutions when clients need them most.

Financial development

KEY FIGURES

Q4 2024

Q4 2023

FY 2024

FY 2023

Sales, € thousand

3’970

4’538

15’757

15’607

Sales growth in %

-12.5 %

-33.3 %

1.0 %

-38.8 %

Gross profit, € thousand

1’082

964

4’246

3’822

Gross margin

27.2 %

21.2 %

26.9 %

24.5 %

EBITDA, € thousand

425

848

1’753

1’980

EBITDA margin

10.7 %

18.7 %

11.1 %

12.7 %

EBIT, € thousand

378

791

1’576

1’806

EBIT margin

9.5 %

17 %

10.0 %

11.6 %

The annual revenue for 2024 remained in line with 2023 levels, with a small increase to EUR 15.8 million in 2024 from EUR 15.6 million in the previous year.

The gross margin throughout 2024 remained stable at an average just below 27%. The Gross Margin in 2024 was approximately 2.5% higher than in the previous year.

Profit Margins per Quarter

24Q4

24Q3

24Q2

24Q1

Revenue [EUR million]

4.0

4.1

3.7

4.0

Gross Margin

27.2 %

26.7 %

27.3 %

26.6 %

EBITDA

10.7 %

12.9 %

10.1 %

10.9 %

EBIT

9.5 %

11.9 %

8.9 %

9.8 %

EAT

10.2 %

3.8 %

4.1 %

4.2 %

Financial position and cash flow

KEY FIGURES

Q4 2024

Q4 2023

FY 2024

FY 2023

Equity ratio

17.4 %

2.5 %

17.4 %

1.4 %

Return on equity

45.3 %

1070 %

97.6 %

-1’450%

Net cash/debt, € thousand

-786

-2’071

-786

-2’071

Operating cash flow, € thousand

490

-757

1’433

-32

[EUR]

The consolidated balance sheet continued to strengthen, with an increasingly positive net debt trend. The Total interest-bearing liabilities declined due to ongoing loan amortization. The long-term loans, marked with green color as “non-current interest-bearing liabilities” in the graph above, have almost been reduced in half from 1’339 thousand to EUR 690 thousand.

The Net Debt of EUR 786 thousand is calculated by deducting Total Debt from the Cash and Cash Equivalents. For Talkpool at the end of 2024, the Net Cash amounted to 1.408m€ cash – 1.504m€ current liabilities – 690k€ long-term liabilities = -786 thousand. The net debt will be reduced by approximately EUR 450 thousand after validating the conversion of shares decided in 2024 and executed in 2025. If the current trend continues, Talkpool will reach zero net debt in the beginning of the year 2025.

EQUITY

The Total equity increased throughout 2024, reaching EUR 1 044 thousand by year-end. Talkpool is since 2016 using an unusual accounting practice, whereby goodwill is discounted from equity. This accounting method has led to drastically reduced equity levels. Equity cannot be negative when applying standard accounting practices, but Talkpool has during many years had a negative equity amounting to several million Euros. Equity incl. minority interest has recovered from negative EUR 1 156 136 at the end of 2022 to a positive equity of EUR 89 871 at the end of 2023 to (positive) EUR 1 044 487 at the end of 2024.

Talkpool has improved its Equity Ratio (=Total Shareholders’ Equity / Total Assets) to 17.4% in 2024. This is a low Equity Ratio for an established service company. The main reason for the low Equity Ratio is Talkpool’s unusual way of discounting goodwill from equity.

Return on Equity (ROE) measures how efficiently a company generates profits from its shareholders’ investments. ROE is calculated as Net Income / Average Equity for the year. A Return of Equity of over 30% is considered as extremely high. This is however distorted in a similar way as described above.

CASH-FLOW AND INVESTMENTS

OCT 1ST – DEC 31ST 2024

Operating cash flow amounted to EUR 490 thousand, a significant improvement compared to the negative EUR 757 thousand recorded in Q4 2023. Strong cashflow will be a key priority in Talkpool’s new strategy.

Working capital reached EUR 231 thousand in Q4 2024, compared to negative EUR 687 thousand in the same period last year.

JAN 1ST – DEC 31ST 2024

Operating cash flow totaled EUR 1 433 thousand for the full year 2024. This is a big improvement compared to previous years. No major extraordinary events occurred and the OCF trend was positive. Despite amortizing loans, Talkpool had more cash at the end of the year than it had at the beginning of 2024.

Talkpool has now reached a healthy level of cashflow generation and intends to intensely continue focusing on cashflow generation. Operating cash flow (OCF) for service companies varies by industry segment, size, and business model, but there are some general benchmarks. For healthy service companies, operating cash flow typically ranges from 8% to 20% of revenue, and this can be compared to Talkpool’s OCF of 9.1% for 2024 and 12.3% for the last quarter.

SIGNIFICANT EVENTS AFTER THE PERIOD

Bonds were converted in September 2024. The resulting capital increase will be completed in the first half year 2025. In this report, we’ve assumed that the validation day for the conversion will be in 2025.

AUDITOR’S REVIEW

The company’s auditors have not audited this report.

CONSOLIDATED INCOME STATEMENT

Oct – Dec

      Jan-Dec

EUR

2024

2023

2024

2023

Net revenue from goods and services

3’970’165

4’538’192

15’756’871

15’606’987

Cost of sales

-2’888’552

-3’574’149

-11’510’760

-11’784’690

Gross profit

1’081’613

964’043

4’246’111

3’822’297

Selling expenses

-85’976

-85’655

-307’979

-352’004

Administrative expenses

-648’808

-791’434

-2’442’611

-2’436’185

Other operating income & expenses

31’353

704’533

80’910

771’947

Operating result

378’181

791’488

1’576’431

1’806’056

Financial net

65’121

-421’083

-118’870

-486’773

Profit before income taxes

443’303

370’404

1’457’561

1’319’282

Income taxes

-37’564

-123’656

-588’671

-531’090

Net profit

405’739

246’749

868’890

788’193

Net income attributable to:

Stockholders of the parent company

399’339

231’549

859’727

790’705

Minority interests

6’400

15’200

9’162

-2’512

Other information

Average number of shares

6’778’097

6’778’097

6’778’097

6’778’097

Earnings per share (no dilutive effects)

0.06

0.03

0.13

0.12

Number of shares, end of period

6’778’097

6’778’097

6’778’097

6’778’097

Earnings per share (no dilutive effects)

0.06

0.03

0.13

0.12

CONSOLIDATED BALANCE SHEET

EUR

December 31
                                    2024

December 31
                                    2023

ASSETS

Current assets

Cash

1’407’778

1’035’045

Trade receivables

826’186

1’550’295

Other current receivables

1’240’347

1’187’972

Inventories and unvoiced services

1’200’340

1’168’190

Prepaid expenses and accrued income

123’533

70’719

Total current assets

4’798’184

5’012’221

Non-current assets

Other financial assets

2’066

6’759

Investments in associates and financial assets

486’268

501’589

Intangible assets

88’437

116’453

Property, plant and equipment

611’927

605’917

Total non-current assets

1’188’698

1’230’718

TOTAL ASSETS

5’986’882

6’242’939

LIABILITIES AND EQUITY

Current liabilities

Trade payables

922’007

1’180’967

Current interest-bearing liabilities

1’503’735

1’766’856

Other current liabilities

397’901

415’781

Accrued expenses and deferred income

1’392’177

1’359’253

Total current liabilities

4’215’820

4’722’587

Non-current liabilities

Non-current interest-bearing liabilities

690’434

1’338’765

Provision

36’141

91’716

Total non-current liabilities

726’575

1’430’480

Total liabilities

4’942’395

6’153’067

Equity

Stockholders’ equity

881’002

-54’540

Minority interest in equity of subsidiaries

163’485

144’411

Total equity

1’044’487

89’871

TOTAL LIABILITIES AND EQUITY

5’986’882

6’242’939

As per 31 December 2016, goodwill acquired is no longer capitalized and depreciated,
but offset against equity.

For further information:

Magnus Sparrholm, Interim CEO 
Telephone: +41 79 758 15 48
magnus.sparrholm@talkpool.com

Erika Loretz, Accounting & Finance Manager 
Telephone: +41 79 333 59 71
erika.loretz@talkpool.com

Talkpool

Gäuggelistrasse 7 Telephone: +41 81 250 20 20 
CH-7000 Chur Mail: info@talkpool.com 
Switzerland Web: www.talkpool.com 

FINANCIAL CALENDAR

Annual Report 2024

25 April 2025

Interim Report January – March 2025

15 May 2025

Annual Shareholder’s Meeting

10 June 2025

Interim Report January – June 2025

8 Aug 2025

Interim Report January – September 2025

14 Nov 2025

Year End Report January – December 2025

27 Mar 2026

CERTIFIED ADVISOR

G&W Fondkommission

This disclosure contains information that TalkPool AG is obliged to make public pursuant to the EU Market Abuse Regulation (EU nr 596/2014). The information was submitted for publication, through the agency of the contact person, on 14-03-2025 08:30 CET.

This information was brought to you by Cision http://news.cision.com

https://news.cision.com/talkpool-ag/r/year-end-report-q4-2024,c4118875

The following files are available for download:

https://mb.cision.com/Main/14365/4118875/3320957.pdf

TalkPool Interim Report Q4 2024 FINAL

View original content:https://www.prnewswire.co.uk/news-releases/talkpool-ag-year-end-report-q4-2024-302401826.html

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Asian American Engineer of the Year Award and Conference Announces First Phase of 2025-2026 Awardees

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SANTA CLARA, Calif., May 1, 2026 /PRNewswire/ — The Asian American Engineer of the Year Award (AAEOY) Executive Committee announces the AAEOY 2025-2026 first phase awardees as follows:

Distinguished Lifetime Achievement Award

Mr. Lip-Bu Tan, CEO, Intel Corporation

Distinguished Leadership in Science and Technology Award

Dr. Arun Majumdar, Dean of the Stanford Doerr School of Sustainability, Stanford University

Executive of the Year Award

Dr. Xiaodong Che, Chief Technology Officer, Western DigitalDr. Sam Heidari, CEO, LumotiveDr. Jungwon Lee, Corporate Executive Vice President, Samsung ElectronicsDr. Liu Ren, Vice President & Chief Scientist, Bosch ResearchMr. Brandon Wang, Vice President, Synopsys

Engineer of the Year Award

Ms. Vivian Ye, Principal Member of Technical Staff, AT&T

Most Promising Engineer of the Year Award

Mr. Max Fang, Director of Architecture, AmbarellaMr. Johnny Ho, CSO & Co-founder, Perplexity AI

The AAEOY Award has been presented annually since 2002 as a cornerstone of the National Engineers Week program, honoring distinguished Asian American professionals across academia, public service, and industry. Since its inception, the AAEOY has recognized over 300 honorees — including nine Nobel Laureates, pioneering scholars, prominent corporate executives, and an astronaut — serving as a beacon of inspiration for the global STEM community. After a series of impactful ceremonies nationwide, the 2025-2026 AAEOY Award and Conference returns to the heart of innovation in Silicon Valley at the Santa Clara Convention Center on September 18-19, 2026.

For more information regarding the AAEOY program, awardees, and event registration, please visit www.aaeoy.org.

The Chinese Institute of Engineers in USA (CIE-USA), founded in 1917, is a nonprofit professional organization that promotes science, technology, engineering, and mathematics (STEM); supports professional advancement and leadership development; and recognizes the achievements of Asian American professionals through flagship programs such as the Asian American Engineer of the Year (AAEOY) Awards. One of the oldest and most prestigious Chinese American engineering associations in the United States, CIE-USA has seven regional chapters nationwide and hosts events throughout the year.

View original content to download multimedia:https://www.prnewswire.com/news-releases/asian-american-engineer-of-the-year-award-and-conference-announces-first-phase-of-2025-2026-awardees-302760569.html

SOURCE AAEOY

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Larry Kellerman, Fermi’s Chief Power Officer and Architect of Its 17 GW Energy Infrastructure, Accepts Board Nomination

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DALLAS, May 1, 2026 /PRNewswire/ — Toby Neugebauer, co-founder and largest shareholder of Fermi America (NASDAQ & LSE: FRMI), today announced that he has nominated Larry Kellerman to join the Fermi Board of Directors. Kellerman, who serves as Chief Power Officer at Fermi America, is the architect of the Company’s 17-gigawatt powered data center campus in Amarillo, Texas — the largest private energy grid in America.

Kellerman is co-founder and Managing Partner of Twenty First Century Utilities and brings more than four decades of power industry and finance expertise to the role. His career spans senior leadership positions at Goldman Sachs, El Paso Corporation, and I Squared Capital. Kellerman said he was honored by the nomination and would be pleased to serve if approved by the Board.

“I appreciate everything that Toby has manifested in Fermi and know that no other human could have created the enterprise and its many thoughtfully interconnected elements as quickly, as effectively, and in as value-accretive a manner as Toby’s leadership has been able to deliver.”
— Larry Kellerman, Chief Power Officer and Board Nominee, Fermi America

For Neugebauer, the choice was crystal clear. Kellerman, who has worked alongside Neugebauer since the earliest days of Project Matador knows Fermi’s power story better than anyone.

“When I came up with the idea of Project Matador, I knew that Larry Kellerman was the one person I needed to convert a really great idea into a really great reality. His knowledge of power and the future of powering data centers is unmatched. Larry is uniquely qualified to steward Fermi as a Board member, and I couldn’t be more pleased with his willingness to serve.”
— Toby Neugebauer, Co-Founder, Fermi America

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SOURCE Toby Neugebauer

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EAST SIDE GAMES GROUP ANNOUNCES NON-BROKERED PRIVATE PLACEMENT OF UNITS TO RAISE UP TO $3.5 MILLION

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VANCOUVER, BC, May 1, 2026 /CNW/ – East Side Games Group (TSX: EAGR) (OTC: EAGRF) (the “Company”), Canada’s leading free-to-play mobile game group, announces a non-brokered private placement of 31,818,182  units (a “Unit”) at $0.11 per Unit (the “Unit Price”), for total gross proceeds of up to $3.5 million. 

Each Unit will be comprised of one common share and one full whole warrant (a “Warrant”).  Each whole Warrant will be exercisable at $0.14 per share (the “Exercise Price”) for a period of three years from issuance. The Warrants will be subject to standard anti-dilution adjustments.

The private placement will be offered in reliance on prospectus exemptions, and any securities sold will be subject to a four month statutory hold period.  The private placement is not anticipated to have any material impact on the control of the Company, nor is it anticipated that any new control persons would be created as a result of the private placement.

It is anticipated that Derek Lew, a director of the Company, will participate in the private placement for an amount of $1.0 million for 9,090,909 Units. As at the date of this news release, Mr. Lew holds 1,667,244 common shares of the Company (2.17%). If the private placement is completed as anticipated, Mr. Lew will hold 10,758,153 common shares (representing 9.89% of the common shares anticipated to be outstanding upon completion of the private placement on a partially diluted basis), 9,090,909 Warrants and 250,000 incentive stock options. Upon exercise of his Warrants, Mr. Lew would own 19,849,062 common shares representing 16.84% of the then issued and outstanding common shares assuming no other share issuances.

The TSX Company Manual requires shareholder approval be obtained  for private placements if the maximum number of common shares issuable under the private placement represents an amount that is more than 25% of the total outstanding common shares as at the date of the press release (pursuant to Section 607(g)). Disinterested shareholder approval must be obtained (excluding those shareholders participating in this private placement and their associates and affiliates) if the number of common shares issued and issuable to insiders under a private placement exceeds 10% of the Company’s issued and outstanding common shares as of the date hereof (pursuant to Section 607(g)(ii)).

As: (a) the private placement is for up to 31,818,182 Units (being equivalent to 41.35% of the Company’s outstanding shares as at the date of this press release), (b) Mr. Lew’s subscription for 9,090,909 Units represents an amount that is equivalent to 11.81% of the Company’s outstanding shares as at the date of this press release, and (c) the Warrants comprising the Units have an exercise price of $0.14 per share (and the five day VWAP is $0.144 per share), the Company has obtained written consent from Jason Bailey, the Company’s CEO and a director, in support of the private placement in accordance with Section 604(d) of the TSX Company Manual.  Mr. Bailey holds more than 50% of the Company’s outstanding shares as at the date of this press release.

The net proceeds from the private placement will be used to repay indebtedness owing to the Royal Bank of Canada (RBC) and for operating expenses and general working capital. Mr. Bailey commented, “With this funding in place, we are on solid footing to continue our disciplined approach to completing the business’s turnaround. With our core portfolio of well performing titles, we have a solid foundation to rebuild upon. We feel we have a strong runway, pipeline and team to execute toward a positive 2026,” [and] “I’d like to thank our existing shareholders for their support and guidance through a difficult 2025 and look forward to achieving the results that will allow this Company, our capital markets strategy and employees to reach its potential.”

The Company’s board of directors considers the private placement to be in the best interests of its shareholders, after having taken into account other alternative forms of financing.  In the course of its review, the Company considered other replacement debt financing, the Company’s ongoing cashflow from operations, as well as ongoing operating expenses, one-off necessary expenditures and the Company’s debt load, within the larger context of the analysis detailed in its press release dated March 31, 2026 as to the re-orienting of the Company’s overall business strategy. 

The Company anticipates that the private placement will close on or before May 8, 2026, subject to acceptance by the TSX.

The Company reserves the right to pay finder’s fees in the form of common shares (in lieu of cash fees) and broker warrants to arm’s length finders in connection with the private placement to arm’s length parties, in accordance with TSX policies. No finder’s fee will be paid to any non-arm’s length parties, nor with respect to subscriptions from non-arm’s length parties.  A maximum number of 1,363,636 common shares (to be issued at $0.11 per share for a total value of $150,000) and a maximum number of 1,254,545 broker warrants will be issuable, assuming the private placement is fully subscribed.  Each broker warrant will entitle the holder to acquire one common share at $0.14 per common share (the “Broker Warrant Exercise Price”) for a period of three years form issuance.  

The maximum number of securities issuable under the private placement is 66,254,545 common shares, comprising 31,818,182 common shares comprising the Units, 31,818,182 common shares issuable upon exercise of the Warrants, 1,363,636 common shares to be issued as finder’s fees, and 1,254,545 common shares issuable upon exercise of the broker warrants, which represents an amount equivalent to 86.10% of the total outstanding common shares as at the date of this press release on a non-diluted basis, without taking into effect the private placement itself, or approximately 46.27% of the Company’s total issued and outstanding common shares following completion of the private placement (being 143,200,825 shares anticipated to be outstanding on a partially diluted basis, assuming the private placement is fully subscribed, full issuance of the finder’s fee shares and full exercise of the Warrants and broker warrants). The Unit Price represents a 22% discount to the Company’s five-day volume-weighted trading price of its common shares on the TSX as at the time of submitting the Company’s application to TSX (the “Market Price”). Market Price and the Exercise Price and the Broker Warrant Exercise Price represent a 2.47% discount to the Market Price.

The total number of common shares expected to be issued to insider (Mr. Lew) under the private placement is 18,181,818 (consisting of 9,090,909 common shares and 9,090,909 common shares issuable upon full exercise of Warrants), representing 23.63% of the total outstanding common shares as at the date of this press release on a non-diluted basis, without taking into effect the private placement itself, or 12.70% of the Company’s total issued and outstanding common shares following completion of the private placement (being 143,200,825 shares anticipated to be outstanding on a partially diluted basis, assuming the private placement is fully subscribed, full issuance of the finder’s fee shares and full exercise of the Warrants and the broker warrants).

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in the United States.  The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and may not be offered or sold within the United states or to U.S. persons unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration is available.

ABOUT EAST SIDE GAMES GROUP

ESGG is a leader in free-to-play mobile gaming, thrilling players with unforgettable experiences that spark lifelong fandom. Fueled by an entrepreneurial spirit, we are driven by creativity, flawless execution, and a laser-focused strategy. We develop and publish both original and licensed IP titles, license our cutting-edge GameKit(s) platforms, and strategically acquire studios or games to expand our family.

Headquartered in Vancouver with around 100 talent-dense team members, we operate over a dozen titles under East Side Games (“ESG”) and LDRLY (Technologies) Inc. (“LDRLY”). Together, we’re crafting, launching, and publishing mobile games across our own studios and an extended Game Kit partner network-reaching players on iOS and Android worldwide.

We power our success through in-app purchases (“IAP”) — offering exclusive, game-enhancing virtual items — and in-game advertising. To keep growing, we focus on captivating audiences, keeping them engaged, and unlocking exciting new ways to monetize. We’ll drive this momentum by launching bold new titles, enriching our current lineup, innovating discovery, expanding into fresh markets, and exploring new distribution platforms.

Additional information about the Company continues to be available under its legal name, East Side Games Group Inc., at www.sedarplus.ca.

Forward-looking Information

Certain statements in this news release constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws. Forward-looking statements are often, but not always, identified by the use of words such as “expects,” “anticipates,” “plans,” “intends,” “believes,” “estimates,” “projects,” “may,” “will,” “would,” “could,” “should,” and similar expressions. Forward-looking statements in this news release include, without limitation, statements regarding the proposed private placement.

Forward-looking statements are based on management’s current expectations, estimates, projections and assumptions. Such forward-looking statements are subject to significant risks, uncertainties and other factors that could cause actual results or events to differ materially from those expressed or implied by such statements, including, without limitation, risks relating to the Company’s ability to complete the proposed private placement as described, and relating to general economic, market and industry conditions. Readers are cautioned not to place undue reliance on forward-looking statements. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE East Side Games Group Inc.

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