Subscription, Director’s Dealing and Investment

4 May 2020

Blue Star Capital plc

("Blue Star" or the "Company")

Subscription, Director's Dealing and Investment

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 £35,000 by way of subscriptions for 29,166,666 new ordinary shares at 0.12p each (the "Subscription") for the purposes of follow-on investments, the first of which is a follow-on investment in Guild Esports plc (formerly The Lords Esports plc)("Guild").

The Company announced on 16 October 2019 and 6 November 2019 that it had invested in a number of eSports businesses.  The terms of these investments included anti-dilution provisions and, following an equity fundraise by Guild since the Company's initial investment, the Company has invested a further £16,000 in Guild in order to maintain its shareholding of 11.6 per cent. of Guild. The investment has been made at a price of 1p per share, the same price as the Company's initial investment.

Derek Lew, a director of the Company and a director of Guild, has subscribed for 14,583,333 new ordinary shares at a price of 0.12p per share, totalling £17,500, as part of the Subscription. The Subscription is conditional on the admission of the new ordinary shares to trading on AIM ("Admission"). Following his subscription and Admission, Derek Lew will have an interest of 132,083,333 ordinary shares, representing 3.96 per cent. of the Company's issued share capital following Admission.

Application will be made to the London Stock Exchange to admit the new ordinary shares to trading on AIM. Admission of the new ordinary shares is expected to occur on or around 8 May 2020. The new ordinary shares will rank pari passu with the existing ordinary shares.

Update on Leaf Mobile

On 17 April 2020, the Company announced that it had made an investment of CDN$ 100,000 into 1182533 B.C. Ltd. (trading as Leaf Digital Studios)("118"), conditional upon the completion of the acquisition of 118 by Leaf Mobile Inc. (formerly Caprice Business Developments Canada Inc.) ("Leaf") and its readmission to TSX Venture Exchange.

The Company is pleased to note that Leaf (TSXV: LEAF) has completed its acquisition and readmission and its shares are trading at a price which currently values the Company's investment at a premium of approximately 50 per cent.

Related Party Transactions

The subscription by Derek Lew, a director of the Company and a director of Guild, and the investment in Guild are related party transactions for the purposes of Rule 13 of the AIM Rules for Companies (the "AIM Rules"). The directors, with the exception of Derek Lew, consider, having consulted with the Company's nominated adviser, Cairn Financial Advisers LLP, that the terms of the transactions are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

Following Admission, the Company's issued share capital will comprise 3,339,249,518 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.   

Tony Fabrizi, CEO of Blue Star said: We continue to be encouraged by our investment in Guild, and believe it's in the Company's best interests to exercise the anti-dilution option contained in our Guild investment agreement, and to maintain our percentage shareholding in Guild."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014.

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About Blue Star Capital plc

Blue Star is an investing company with a focus on new technologies. Blue Star's investments include a 27.7% holding in SatoshiPay, a payments business using blockchain technology; investments in 6 early stage esports companies with shareholdings ranging from 11% to 18% and a 0.9% investment in Sthaler, an identity and payments technology business which enables a consumer to identify themselves and pay using just their finger.