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

About this update from East Side Games Group Inc

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 ...

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