17 January 2024

Blue Star Capital plc

("Blue Star" or the "Company")

Fundraise, Issue of Warrants and Appointment of Broker

Blue Star Capital plc (AIM: BLU), the investing company with a focus on esports, payments, technology and its applications within media and gaming, announces that it has raised £100,000, before expenses, pursuant to a placing of 100,000,000 new ordinary shares ("Placing Shares") ("the Fundraise") at a price of 0.1p per new ordinary share ("the Issue Price"), representing 1.96% of the Company's enlarged issued share capital. The Fundraise was conducted by the Company's newly appointed broker Axis Capital Markets Limited ("the Broker" or "Axis Capital Markets").

Fundraise and Issue of Warrants

The Fundraise has raised £100,000, before expenses, pursuant to the issue of the 100,000,000 Placing Shares at the Issue Price.  The proceeds of the Fundraise will be used by the Company for working capital purposes and will provide the Company with working capital headroom until September 2024, in line with the Company's forecasted monthly cash burn rate and the anticipated disposal of the Company's shareholding in SatoshiPay.  In addition, for each share issued, the shareholder participating in the Fundraise will receive a warrant allowing the holder to subscribe for  ordinary shares in the Company, on a one to one basis, at an exercise price of 0.1 pence for an exercisable period of 3 years, expiring on 17 January 2027 ("Warrants").  The Warrants are not subject to any other performance criteria.

Additionally, in line with the Fundraise and to facilitate immediate free cash to be used for working capital purposes and to assist in delivering the strategy of the Company, the Directors of Blue Star have agreed to receive their remuneration in ordinary shares in the Company, in lieu of cash, on the same terms as the Placing Shares, which include Warrants, for the period between 1 February 2024 and 30 September 2024.  The Directors will not be issued ordinary shares or Warrants until after 30 September 2024.  A further announcement will be made in due course.

Appointment of Broker

Following the completion of the Fundraise, the Company has appointed Axis Capital Markets Limited to act as Sole Broker to the Company, with immediate effect. Axis Capital Markets has elected to receive its quarterly broker retainer fee in ordinary shares in the Company, payable quarterly based on an average share price for the relevant period.  A further announcement will be made when any such shares will be issued.

Admission and Total Voting Rights

The Placing Shares will rank pari passu with the existing ordinary shares.  Application will shortly be made to the London Stock Exchange to admit the 100,000,000 Placing Shares to trading on AIM ("Admission") which is expected to occur on or around 22 January 2024.

Following Admission of the Placing Shares, the Company's issued share capital will comprise 5,092,772,995 ordinary shares which may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.  The Company does not hold any shares in treasury.   

This announcement contains inside information for the purposes of the UK Market Abuse Regulation and the Directors of the Company are responsible for the release of this announcement.

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About Blue Star

Blue Star is an investing company with a focus on new technologies. Blue Star's investments include SatoshiPay Limited, an incubator and service provider to de-fi businesses using blockchain technology; Dynasty Gaming & Media Pte. Ltd., whose B2B white label platform is a full-stack gaming ecosystem; and Sthaler Limited, an identity and payments technology business which enables a consumer to identify themselves and pay using just their finger.

Forward looking statement disclaimer

Certain statements made in this announcement are forward-looking statements. These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions shareholders and prospective shareholder holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.