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THE CONTENTS OF THIS ANNOUNCEMENT, WHICH HAS BEEN PREPARED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY, HAVE BEEN APPROVED BY Shore Capital and Corporate Limited SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000.

THE COMMUNICATION OF THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Prospective investors should not subscribe for or purchase any securities referred to in this announcement, except on the basis of the information in an admission document in its final form which may be published by the Company and any supplement thereto ("Admission Document"), in connection with the proposed Admission (as defined below).

A copy of the Admission Document will, following publication, be available for viewing on Winvia Entertainment plc's corporate website at https://winvia.co.uk/, subject to certain access restrictions.

20 October 2025

Winvia Entertainment PLC

("Winvia Entertainment" or the "Company")

Intention to Float on AIM Market of the London Stock Exchange and proposed placing of c. £40 million

Winvia Entertainment, a technology-led entertainment business, focused on two discrete fast-growing channels, being the large and highly fragmented UK Prize Draw market and the regulated Romanian online gaming market, is pleased to announce its intention to seek admission to trading on AIM, a market operated by the London Stock Exchange ("Admission").

Preparations for Admission are at an advanced stage, and the Company expects Admission to occur during the first week of November 2025.

Rationale

Winvia Entertainment and its subsidiaries (the "Group") has expanded rapidly through a combination of organic development and targeted acquisitions. The net proceeds of the Placing (as defined below) are planned to be used by the Company to fund acquisitions in the UK Prize Draw sector and the Group is in discussions with several potential acquisition targets.

The Company is seeking Admission for the following reasons:

·	to raise new funds through the Placing for the 'roll up' opportunity in the UK Prize Draw market;
·	to enhance brand equity and awareness and to provide improved customer and wider stakeholder credibility and trust; and
·	the owners prior to Admission believe the business will benefit from the discipline and structure of being an AIM-quoted company.

Fundraise Highlights

·	The Group is seeking to raise c.£40 million (gross) for the Company through a placing of new ordinary shares of 0.5 pence each ("Ordinary Shares") (the "Placing").
·	The Placing would be comprised solely of new Ordinary Shares and no existing shareholders are selling shares in the Placing.
·	Shore Capital and Corporate Limited is acting as nominated adviser and Shore Capital Stockbrokers Limited is acting as sole bookrunner and broker to the Company in connection with the proposed Placing and Admission.

Investment Highlights

·	Well invested and scalable Technology Platform with a demonstrable track record of supporting growth and operational improvement: The directors of the Company ("Directors") consider the Group's newly built innovative proprietary technology platform which encompasses the 360 Platform and the Optimize Platform ("Technology Platform") to be a key strength of the business. It has been built in-house, with significant investment to date. The Technology Platform has a high level of customisation and has been built on a modular basis with open flexible components to allow faster execution and delivery of new products and deeper integration with third party systems and its application to date has significantly improved key performance metrics.
·	A highly profitable, fast-growing and cash generative business with a track record of successful M&A: The Group has to date been highly profitable with excellent operational cash generation, which has supported reinvestment-led growth. The Group's pro forma gross revenue was c. £153.2 million for the year ended 31 December 2024, representing c. 57 per cent. year-over-year growth, and gross revenue for H125 was c. £93.0 million representing c. 36 per cent. half-year year-over-year growth. The Group also generated Adjusted EBITDA (EBITDA adjusted for exceptional costs or income and gains or losses related to foreign exchange movements) of c. £15.3 million in the year ended 31 December 2024 with c. 11 per cent. year-over-year growth, while H125 generated Adjusted EBITDA of c. £16.0 million.
·	Significant opportunities for rapid growth in the highly fragmented and fast-growing UK Prize Draw market : The Group's near-term growth plans are primarily focused on the highly fragmented, fast-growing UK Prize Draw market. The Directors believe there are strong organic growth opportunities in addition to pursuing acquisitions that can leverage the Technology Platform. The Board believes that the addressable player crossover opportunity for the UK Prize Draw Business is significant and that the UK Prize Draw market to still be relatively immature and that numerous current operators are subscale, operate on legacy technology platforms and often have little capacity or desire to make increased investment to drive further growth. Accordingly, the Directors believe there is a strong pipeline of potentially attractive M&A prospects in the UK Prize Draw market.
·	Exposure to the highly attractive Central European gaming market through the established, growing and cash generative Romanian Online Gaming Business : The Group is a leading player in the regulated Romanian online gaming market, which the Directors believe has significant barriers to entry.
·	A clear strategic focus: The Group's business comprises two well-established units. The Prize Draw Business is in a dynamic, high-growth sector with strong consolidation potential. The Romanian online gaming business is profitable and cash generative and operating in a more mature sector. The Directors intend that following Admission the Group will focus its inorganic growth plans on the Prize Draw Business, with the intention that in the foreseeable future it becomes the dominant of the Group's two businesses.
·	An experienced Board: The Group has an experienced senior management team with extensive knowledge of both the operations of the Group and the sectors in which it operates, bringing extensive expertise across risk and assurance, the gambling and social lottery sectors and in equity capital markets.

Summary Financial Information and KPIs

	Pro forma year ended 31 December	Six month interim period ended 30 June
	2024	2025
	£'000	£'000
Gross revenue	153,178	93,041
Net revenue	137,871	76,859
Gross profit	75,460	45,543
Profit from operations	7,588	5,233
Profit before tax	7,001	4,428
Adjusted EBITDA	15,321	15,974

The following key performance metrics provide further information on the Group's operational performance.

Prize Draw Business:
	H125	2024	2023	2022
New user registrations	c. 763k	c.855k	c.506k	c.328k
First time players	c. 595k	c.555k	c.353k	c.200k
Romanian Online Gaming Business:
	H125	2024	2023	2022
New user registrations	c.1.0m	c.1.8m	c.783k	c.646k
First time depositors	c.200k	c.422k	c.217k	c.179k

Mihai Manoila, Chief Executive Officer, commented:

"Announcing our intention to float on AIM marks an exciting milestone for Winvia Entertainment.

Since inception we have built two successful well-established units, UK Prize Draw and Romanian Online Gaming, that have in turn resulted in Winvia Entertainment being a highly profitable, fast-growing and cash generative business with a track record of successful M&A.

Underpinning this, is our well invested proprietary technology platform which we believe is a key differentiator in our space. It has been built in-house, with high levels of customisation which allow faster execution and delivery of new products and deeper integration with third party systems. This platform has enabled us to significantly improve the key performance metrics of businesses that we have acquired.

An IPO would allow us to accelerate our growth strategy, specifically on the UK Prize Draw business where we see significant opportunities, both organic and inorganic, in a fragmented and fast-growing market where we can implement our technology platform.

We look forward to taking the next steps on this journey and building on the work undertaken so far as we look to build a business with significant scale underpinned by our technology platform."

Contacts:

Winvia Entertainment	https://winvia.co.uk/
Mihai Manoila, Chief Executive Officer	c/o Alma
David Perry, Chief Financial Officer
Shore Capital (Nominated Adviser, Sole bookrunner & Broker) Simon Fine / Patrick Castle / Tom Knibbs / Sophie Collins / Fiona Conroy	+44 (0) 20 7408 4090
Alma Strategic Communications	+44 (0) 20 3405 0205
Rebecca Sanders-Hewett / Sam Modlin / Rose Docherty	[email protected]

Business Overview

Winvia Entertainment is a technology-led entertainment business, focused on two discrete fast-growing channels, being the large and highly fragmented UK Prize Draw market and the regulated Romanian online gaming market. Underpinning both channels is the proprietary Technology Platform, which has a track-record of supporting growth and operational improvement.

The Group was established in 2024 when Crowd Entertainment Limited and its subsidiaries (the "Crowd Group") (operating the Romanian Online Gaming business and the Technology Platform) and the Company (operating the UK Prize Draw Business, Best of the Best) were brought together, with the Company subsequently being renamed as Winvia Entertainment plc.

UK Prize Draw Business

Winvia Entertainment is the second largest (by market share) Prize Draw operator in the UK (London Economics report for the Department for Media, Culture and Sport, June 2025) where players play for a range of prizes including cars, luxury watches, holidays, gadgets, properties and other items. The Group currently owns two Prize Draw brands, Best of the Best ("BOTB") and recently acquired Click Competitions ("Click").

The UK Gambling Commission reports that the society lottery market has grown at a compound annual growth rate of c. 12 per cent. since 2009 and is now equivalent to nearly 14 per cent. of National Lottery ticket sales, an increase of 10 per cent. over 15 years. This growth has been largely driven by the online channel, which now generates over 70 per cent. of total turnover. The sector remains highly fragmented, with more than 600 licenced social lottery operators, each averaging £1.7 million in annual ticket sales.

The London Economics report published in June 2025 estimated that c. 7.4 million adults in the UK had participated in a prize draw and competition event in the last 12 months, spending £1.3 billion per year and with an estimated range of £700m to £2.1 billion for the next 12 months.

In addition to pursuing organic growth, the Group's near-term growth strategy includes acquiring further Prize Draw businesses and leveraging its Technology Platform to extract synergies from and improve the performance metrics of acquired businesses, as has been achieved with BOTB. The Directors believe that the fast-growing and fragmented UK Prize Draw sector provides the Group with a significant opportunity to act as a consolidator.

In FY24, the Group's Prize Draw business represented c. 29 per cent. of Group gross revenue and c. 40 per cent. of Group Adjusted EBITDA. Were the 12 months of Click to 31 December 2024 to be included on a proforma basis within the Group, the Prize Draw business would have represented c. 36 per cent. of Group gross revenue and c. 51 per cent. of Group Adjusted EBITDA.

As stated above, the Prize Draw business operates in a high-growth sector characterised by structural tailwinds and active consolidation dynamics, presenting a range of potential expansion opportunities. For these reasons, the Board considers the Prize Draw business as the strategic business unit on which the Group will focus its inorganic growth plans following Admission, with the intention that in the foreseeable future it becomes the dominant of the Group's two businesses.

Romanian Online Gaming business

The Group's Romanian Online Gaming business is well established growing, profitable and highly cash generative. The Group operates a multi-brand strategy including own brands, such as Princess Casino, Royal Slots and Luck, a number of white label brands such as Magnumbet, Cashpot and Excelbet and a majority owned poker business.

The business leverages the Technology Platform to deliver personalised gaming experiences, efficient customer acquisition and effective retention strategies in a competitive market. The business continues to innovate, launching new content such as instant wins, and to improve its offering, with its casino mobile app consistently top ranked. The result has been rapid historical growth in monthly depositors and net revenues.

In FY24, the Romanian Online Gaming business represented c. 71 per cent. of pro forma Group gross revenue and c. 60 per cent. of pro forma Group Adjusted EBITDA. Were the 12 months of Click to 31 December 2024 to be included on a pro forma basis within the Group, the Romanian Online Gaming business would have represented c. 64 per cent. of pro forma) Group gross revenue and c. 49 per cent. of pro forma Group Adjusted EBITDA.

Proprietary Technology Platform

Underpinning the Group's businesses is the Technology Platform, which is fully owned and has been built to outperform fragmented technology stacks and legacy systems prevalent within the industry. The Technology Platform encompasses two modern, integrated but distinct platforms which support growth, retention and efficiency; the 360 Platform, which supports a full omnichannel experience for the Romanian Online Gaming business and part of the UK Prize Draw business, and the Optimize Platform which is the Group's internet traffic and media buying platform.

Current Trading and Prospects

The Group has achieved strong results for the six months ended 30 June 2025, achieving Adjusted EBITDA of c. £16.0 million - which is higher than that achieved for the entire FY24 (c. £15.3 million).

Since 30 June 2025, the Group has traded strongly and in line with the board's expectations. In July 2025, the Group launched a subscription service as part of the BOTB business and, whilst it has only been operating for a short time, the initial performance is exceeding initial expectations.

The board expects growth to continue and is confident in the Group's prospects for the rest of the financial year and beyond.

Dividend Policy:

The Directors will adopt a progressive dividend policy which will reflect the long-term earnings and cashflow potential of the Group, whilst maintaining an appropriate level of dividend cover. Following Admission, the Group will target a dividend payout ratio of 50 per cent. of earnings after tax across an interim and final dividend each year.

Growth Strategy:

UK Prize Draw market - acquisition strategy

The UK Prize Draw market is central to the Group's near-term growth strategy and the Group is well positioned to act as a consolidator in this substantial, fast-growing and fragmented market. Having completed the acquisition of Click in April 2025, the Group also has been building a pipeline of other opportunities and is in discussions with several potential acquisition targets.

The Directors believe there are numerous subscale (often family-owned) Prize Draw operators using legacy third-party platforms that do not have the cash flow or financial means to fund the investments required to drive future growth and profitability. The Directors believe that these operators offer the Group the opportunity to make acquisitions on attractive acquisition multiples, the operator's owners an exit opportunity and, following acquisition, to achieve meaningful revenue and cost synergy benefits by moving acquired businesses into the Technology Platform.

In addition, with customers typically playing on more than one site, the Directors believe that the Group having a larger portfolio of games across multiple sites will bring the potential to cross-sell and control the calendar of draws, further increasing the Group's marketing efficiency and revenues.

Organic growth opportunities

The Directors believe there are multiple organic growth opportunities available through the ongoing enhancement of the products and services which the Group offers.

Subscription model for UK Prize Draw Business

In July 2025, the Group launched a subscription model in the UK Prize Draw business based on a recurring monthly or annual subscription fee - "BOTB Pass".

The subscription model encourages customers to sign up for monthly payments by offering discounted multi-entry tickets to any competition on the website. This approach gives subscribers more opportunities to participate, which in turn requires a broader range of competitions to keep them engaged.

Since its launch in July 2025, the subscription model has demonstrated strong early performance, exceeding initial projections across the key metrics. This helps gives the Board confidence that this new business model will be successful, although it remains conscious that the offering is still very nascent.

In addition to offering convenience to the customer, the Directors believe the subscription model will significantly improve revenue visibility and increase average player revenue metrics, enhancing lifetime values, and at comparable customer acquisition costs. Given the Group's inherent positive operational gearing, a high drop-through rate on incremental revenue from a subscription-based model would be expected to flow through to profit.

Expansion of business channels

The Directors intend to utilise the Group's Technology Platform to develop B2B and white labelling solutions which could be offered to other media channels and intermediaries on the basis of establishing revenue- share models across media channels. This would enable consumer facing businesses with no prior or limited experience in the relevant sectors to be able to better monetise their users with a relatively low cost of implementation.

In August 2025 the Group launched its B2B offering which provides a full platform solution that includes technology, infrastructure, and operational tools for partners to run and scale their own gaming brands. This represents a comprehensive turnkey solution for partners looking to enter or expand in the online gaming market and since its launch, the B2B offering services several gaming brands, including Win2, Las Vegas and Slot.md and has shown strong early performance.

Technology Platform optimisation

Underpinning expected growth opportunities will be the continued investment in the Group's Technology Platform to continue to drive improving key performance indicators.

Board Information:

Executive Directors

Mihai Manoila, Chief Executive Officer

Mihai founded and led a high-growth Romanian online casino, guiding it through successful fundraising and a strategic exit. With extensive experience in online gaming, marketing, and product development, Mihai has held key leadership roles focused on product innovation, technology advancement, customer acquisition, and UI/UX optimisation. Most recently, he led the turnaround of the BOTB business, implementing impactful changes in technology, marketing and operations to restore growth and profitability.

David Harry Nicholas Perry, Chief Financial Officer

David spent 14 years at Deloitte LLP and two years as a partner at BDO LLP, advising companies in the betting and gaming sector on M&A and capital markets transactions, audits, and finance transformation. He later served as Chief Corporate Officer at Games Global Limited, contributing to its preparations for a proposed U.S. IPO. David is a Fellow of the Institute of Chartered Accountants in England and Wales.

Non-Executive Directors:

Joanne Marie Bucci, Non-Executive Chair

Jo brings a distinguished career spanning commercial radio, sales, and executive leadership. She served as Managing Director of People's Postcode Lottery and was Chair of the Lotteries Council, where she played a pivotal role in sector advocacy and strategic direction. Jo also held the role of Deputy Chief Executive at Leicester City Football Club Limited, overseeing preparations for the club's sale. She is currently Chief Executive Officer of The Jewish Chronicle and serves on the Board of directors of Maggie's, a leading cancer care charity.

Charles Alistair Neilson Butler, Non-Executive Director

Charles is a chartered accountant with over 20 years of experience leading high-growth and digital technology businesses, including those quoted on AIM. His career includes a strong track record of delivering significant transactions, fundraisings and IPOs. He is currently Chief Executive Officer of Kape Technologies and was previously a partner at investment advisory firm Belerion Capital Group Ltd. Charles also served as Chief Executive Officer of Market Tech Holdings PLC, leading it through a successful AIM IPO and subsequent acquisition. His earlier roles include Group Chief Executive Officer of NetPlay TV, an interactive gaming company. Charles is a representative of the major shareholder Mr Sagi.

Timothy John Clive Lloyd-Hughes, Non-Executive Director

Tim is an experienced investment banker with deep expertise in corporate finance, M&A and capital markets. His focus has been primarily in the real estate, gaming, lodging, and leisure sectors. Tim formerly held senior leadership roles at Jefferies, where he chaired the gaming, lodging and leisure investment banking practice in Europe, and at Deutsche Bank, where he served as Chairman and Managing Director in the same sector.

Simon Charles Fairchild, Non-Executive Director

Simon is a highly experienced audit & risk executive with over 30 years leading governance, assurance, and enterprise risk for FTSE 100/250 and global PE-backed organisations. During his career as a partner at PricewaterhouseCoopers LLP, based in London, he was involved with the firm's global Sarbanes-Oxley (SOX) methodology and led the firm's innovation in AI-enabled controls and assurances. He has served as a Chief Internal Auditor to over 15 FTSE companies, advising boards across gaming, technology, real estate, and infrastructure on risk oversight and transformation.

Important Legal Information

Forward looking statements

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All statements other than statements of historical fact included in this announcement are forward looking statements. They appear in a number of places throughout this announcement and include statements regarding the Directors' or the Group's intentions, beliefs or current expectations concerning, among other things, its operating results, financial condition, prospects, growth, expansion plans, strategies, the industry in which the Group operates and the general economic outlook.

These forward-looking statements speak only as of the date of this announcement. The Company, Shore Capital and Corporate Limited ("SCC") and Shore Capital Stockbrokers Limited ("SCS" which together with SCS is "Shore Capital") expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto, any new information or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by law or any appropriate regulatory authority.

Important Notice

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, have been approved by SCC solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and persons into whose possession this announcement comes should inform themselves about and observe any relevant restrictions. In particular, this announcement is not for release, publication or distribution, directly or indirectly, in, into or from the United States, Australia, Canada, the Republic of South Africa or Japan.

This announcement does not constitute or form part of any offer or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities in any jurisdiction, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment in relation thereto.

Recipients of this announcement who intend to purchase or subscribe for Ordinary Shares in the Company following publication by the Company in accordance with the AIM Rules for Companies of the Admission Document are reminded that any such purchase or subscription must only be made solely on the basis of the information contained in the Admission Document (and, if relevant, any supplementary admission document) relating to the Company in its final form.

The Ordinary Shares mentioned herein have not been, and will not be, registered under the US Securities Act of 1933 (as amended) (the "US Securities Act"), and may not be offered or sold in the United States except pursuant to an exemption from, or a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of the Ordinary Shares in the United States and the information contained herein does not constitute an offering of securities for sale in the United States, Australia, Canada, the Republic of South Africa or Japan. No money, securities or other consideration is being solicited and, if sent in response to the information contained herein, will not be accepted. The information contained in this announcement is for background purposes only and does not purport to be full or complete. Any purchase of Ordinary Shares on Admission should be made solely on the basis of the information contained in the Admission Document. No reliance may or should be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The information in this announcement is subject to change.

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The securities referred to herein may not be offered or sold, transferred or delivered directly or indirectly, in the United States unless registered under the US Securities Act or offered in a transaction exempt from, or not subject to, the registration requirements of the US Securities Act or any other applicable securities laws of the United States and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. The securities referred to herein have not been and will not be registered under the US Securities Act or under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. There will be no public offer of the Ordinary Shares in the United States, Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.

Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned. Past performance cannot be relied upon as a guide to future performance.

SCC, which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively as nominated adviser to the Company in connection with Admission and will not be acting for anyone else in connection with the Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SCC or for providing advice in relation to Admission or any other matter referred to in this announcement. SCC's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company or to any other person in respect of such person's decision to acquire shares in the Company in reliance on ay part of this announcement.

SCS, which is authorised and regulated in the United Kingdom by the FCA for the conduct of investment business, is acting exclusively for the Company and for no one else in connection with the Placing and Admission and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to customers of SCS or for providing advice in relation to the Placing and Admission, any other matter referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Shore Capital by the FSMA or the regulatory regime established thereunder, neither Shore Capital, nor any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for the contents of, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in, this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.

Accordingly, Shore Capital and its directors, officers, employees, advisers and agents expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith, provided that nothing shall act to limit the liability of any person for their own fraud.

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