5th Planet Games A/S — Share Issue/Capital Change 2017

Nov 20, 2017

Hugo Games - Contemplated Private Placement 43/2017

Hugo Games - Contemplated Private Placement 43/2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN AUSTRALIA, DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER OF ANY OF THE SECURITIES DESCRIBED HEREIN.CANADA, JAPAN OR THE UNITED STATES OR ANYOTHER JURISDICTION IN WHICH THE RELEASE, PUBLICATION OR

COPENHAGEN, 20 November 2017

Hugo Games A/S (the "Company"), a mobile interactive entertainment developer and publisher of mobile games has retained Norne Securities AS (the "Manager") to advise on and effect an undocumented private placement of new shares directed towards certain investors after the close of Oslo Stock Exchange today (the "Private Placement").

In the Private Placement, the Company is offering up to the equivalent of approximately 100 million new shares (the "New Shares")* at a subscription price equivalent of NOK 0,48 (the "Subscription Price")* in the Company, however such that the Company shall also take into account completion of a subsequent offering as set out below. The Subscription Price is the volume-weighted average trading price of the Company as of 20 November 2017. The Company has received significant pre-commitments from both existing shareholders and new investors in the Private Placement.

*Please see an additional note on the number of New Shares and the Subscription Price at the bottom of this announcement.

Primary insiders of the Company, Aula Invest ApS, a company controlled by Henrik Kølle (chairman of the board), has subscribed for and will be allocated a total of 13,620,119* New Shares, HNI Trading ApS, a company controlled by Henrik Nielsen (CEO), has subscribed for and will be allocated a total of 13,620,119* New Shares in the Private Placement and Ekman Holding ApS, a company controlled by Peter Ekman (CFO), has subscribed for and will be allocated a total of 1,362,012* New Shares in the Private Placement.

The application period for the Private Placement commences today at 16:30 CET and closes today at 21:00 CET (the "Subscription Period"). The Company and the Manager may, however, at any time resolve to close or extend the Subscription Period at their sole discretion and on short notice. The minimum subscription amount in the Private Placement will be the NOK equivalent of EUR 100,000. The Company may, at its sole discretion, allocate an amount below EUR 100,000 in the Private Placement provided that the Company is able to rely on any applicable exemptions from the prospectus requirement pursuant to applicable regulations, including the Norwegian Securities Trading Act and ancillary regulations.

As of 1H 2017, the Company had cash and cash equivalents of approximately DKK 26 million, however with the launch of multiple new games during 1H 2018, the Company will use the net proceeds from the Private Placement for i) additional working capital to improve positioning of its future games, ii) build-up of the organization in response to increased development or marketing activity and iii) position the Company to be able to take on new attractive projects, as well as for general corporate purposes.

Notification of conditional allocation and payment instructions will be sent to the investors on or about 21 November 2017. Payment details and instructions will be included in the notification. The payment date for the New Shares is expected to be on or about 24 November 2017. The allocated New Shares will be delivered to the applicants as soon as practicable after full payment has been received and the conditions for the Private Placement (as described below) have been met.

The Private Placement is completed based on a board authorization from the Company's extraordinary general meeting on 30 October 2017. The Private Placement is conditional upon i) successful registration of the resolutions from the extraordinary general meeting of the Company on the 30 October 2017 (i.e. to amend the nominal value, completing a capital reduction and reverse split in the ratio 5:1), expected to be registered with the Danish Business Registry on or about the 29 November 2017 and executed in the VPS on or about 1 December 2017 and ii) registration of the increased share capital of the Company pertaining to the Private Placement in the Danish Business Registry.

Further, the listing of the New Shares is subject to a listing prospectus being approved by the Danish Financial Supervisory Authority, passported to Norway and published by the Company. Until such prospectus is approved the New Shares are expected to be issued and delivered on a separate non-tradable ISIN, and thereafter converted to the current ISIN of the Company and become tradable on Oslo Børs as soon as practically possible, estimated medio January 2018.

The Private Placement structure of the transaction will inherently require a waiver of existing shareholders' preferential rights to subscribe for new shares. The Board of Directors of the Company considers such structure and waiver necessary and appropriate in the interest of time and successful completion. However, the Board of Directors of the Company will complete a subsequent offering directed towards existing shareholders in the Company who were not offered to participate in the Private Placement as of the end of trading today, 20 November 2017 (and as registered in the VPS as of the end of 22 November 2017) who are not resident in a jurisdiction where such offering would be unlawful, or would (in jurisdictions other than Norway or Denmark) require any prospectus filing, registration or similar action who were not allocated shares in the Private Placement (the "Subsequent Offering"). The subscription price in the Subsequent Offering will be equal to the subscription price in the Private Placement. Taking into consideration the time, costs and expected terms of alternative methods of the securing the desired funding, as well as the subsequent offering considered, the board has concluded that the conclusion of the Private Placement on acceptable terms at this time is in the common interest of the shareholders of the Company.

*Special note on the Subscription Price and number of New Shares:

Due to the Company being in process of completing i.e. a reverse split in the ratio 5:1 on or about 1 December 2017 (the "Merger Date"), the Private Placement set out above will not be formally registered with the Danish Business Registry before after this Merger Date. As such, the Subscription Price set out above will formally be multiplied by a factor of 5 whereas the number of New Shares to be issued similarly will be divided by a factor of 5 (and rounded down) before registration is completed in the Danish Business Register.

- The total number of shares in the Company before the Private

Placement and before the reverse split is 113,651,713

- The number of New Shares to be issued as a result of the

Private Placement is up to the equivalent of approximately

100 before taking into consideration the reverse split

- After the reverse split in the ratio 5:1 the number of

shares in the Company will be 22,730,342

- After the reverse split, the number of New Shares to be

issued as a result of the Private Placement is up to

approximately 20 million

- The total number of shares in the Company after the Private

Placement and after the reverse split will be up to

approximately 42.7 million

- In addition there will be completed a Subsequent Offering

Norne Securities AS is manager and DELACOUR Advokatpartnerselskab is legal advisory for the transaction.

For more information contact:

CEO in Hugo Games Henrik Nielsen: +45 27200200

About Hugo Games

ugo Games is a Nordic mobile games publisher and developer located in Copenhagen. At Hugo Games we are passionate about games and we are committed to making titles that will engage and bring genuine joy to people for years. We have a consistent portfolio of games globally available across a wide range of platforms including iOS, Android, Windows, Amazon and Facebook.