Gaming Corps and Denwena Enter Strategic iGaming Deal

Gaming Corps has announced a proposed strategic collaboration with its major shareholder Denwena Limited aimed at accelerating growth through joint game production, marketing, and distribution. The agreement, which remains subject to shareholder approval, is designed to unlock a series of milestones based on monthly revenue targets.

Under the terms of the agreement, Denwena will support Gaming Corps in promoting the studio to other igaming operators and providers. It will also leverage its network of influencers and streamers to run digital marketing campaigns for titles developed under the partnership.

The agreement includes a warrant-based incentive structure, where Denwena could receive up to 208,640,208 warrants tied to the achievement of eight escalating monthly turnover thresholds. If all milestones are met, this would result in a potential maximum dilution of 58.9% in Gaming Corps’ share capital. Each warrant would allow Denwena to subscribe for one share at SEK 1.34, equivalent to 130% of the company’s 30-day VWAP prior to 16 June 2025.

Gaming Corps and Denwena have also signed a loan agreement granting a €2 million credit facility, maturing in June 2028 with a 6% annual interest rate. The total estimated value of the collaboration is approximately SEK 280 million, triggering related party transaction rules under AMN 2025:19. As a result, the deal requires shareholder approval at an extraordinary general meeting, with Denwena’s shares excluded from the vote.

No timeline has been provided for milestone completion, reflecting the high turnover thresholds required for each level. If achieved, new shares issued through the warrant scheme will be transferred from Denwena to its owners to avoid triggering mandatory bid obligations under Swedish takeover regulations. The company clarified that Denwena’s owners have no agreement regarding the coordinated exercise of voting rights.

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

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

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

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

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

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