Schedule One - Mobile Streams plc

AIM

22 December 2025

 

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Mobile Streams plc ("MOS" or the "Company") to be renamed Gana Media Group plc on Admission

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office: 125 Wood Street, London, EC2V 7AW Business address: 12 Hay Hill, London, W1J 8NR and Bosques de Duraznos 65-403, Bosques de las Lomas, 11700 Ciudad de México

COUNTRY OF INCORPORATION:

UK

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

the Company's website: https://www.mobilestreams.com  (to be www.ganamediagroup.com from Admission).

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Mobile Streams announced on 31 March 2025 that it had entered into a term sheet with the other shareholders of Estadio Gana to acquire the remaining interest of the company, thereby taking MOS's interest in Estadio Gana to 100%. This proposed acquisition represents the cornerstone of the Company's aim to create a leading integrated sports, media and entertainment conglomerate focused within the Latin American region, and particularly the Mexican market. This will span and bring together various media, entertainment, technology and iGaming businesses. As part of this expansion, MOS along with its proposed acquisition of Estadio Gana, proposes to acquire the remaining 77.5% of Capital Media Sports, the owner of Estadio Deportes, an online publication built around one of Mexico's most historic sports media brands. CMS will, on Admission own Estadio Deportes, a media sports website based on football heritage brands within Mexico. The Company's focus on Mexico is supported by independent data that suggests that Mexico's sports betting and gaming industry is projected to reach a market size of US$11.47 billion by the end of 2025 according to Yogonet Gaming News. Further growth is expected, and the market is expected to increase by up to a further 70% by 2028 . Mexico is also set to co-host the FIFA World Cup in 2026, positioning Mobile Stream's target market posed for exponential expansion and crystalising future shareholder value. These acquisitions will further support the growth and expansion of Estadio Gana, CMS and for general working capital of the Enlarged Group, the Company has conditionally raised gross proceeds of £3.02 million pursuant to Fundraising. Finally, to better align with the Company's ongoing and future business, it is also proposing to change its name to Gana Media Group plc. The Estadio Gana Acquisition represents a reverse takeover under Rule 14 of the AIM Rules for Companies (as well as a substantial property transaction under section 190 of the CA 2006, as Mark Epstein and Stefano Loretti, directors of Mobile Streams, are also shareholders in Estadio Gana) and accordingly is subject to Shareholder approval.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 0.01 pence each ("Ordinary Shares") for which Admission is being sought: 17,191,823,671. The Ordinary Shares are and will remain freely transferable and have no restrictions as to transfer placed on them. The issue price: 0.5 pence (the "Placing Price"). No Shares are or will be held in treasury.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: £3.02 million Anticipated market capitalisation on Admission £86 million (at the Placing Price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

42.2%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Directors John Robert Mark Barker (Non-Executive Chairman) Mark Alexander Epstein (Chief Executive Officer) Sri Ramakrishna ("Rama") Uthayanan (Chief Financial Officer) Stefano Loreti  (Non-Executive Director) Proposed Directors Ramón Neme Aziz (Non-Executive Director) Farzad Peyman-Fard (Independent Non-Executive Director) Brian Edward Andrew Larkin (Independent Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name Number of Ordinary Shares held before Admission Percentage of existing issued ordinary share capital Number of Ordinary Shares expected to be held after Admission Percentage of issued ordinary share capital after Admission Lombard International Assurance S.A. 539,500,000 5.02% 539,500,000 3.14%                  Paolo Fidanza 371,736,011 3.46% 612,989,646 3.57% Mark Barry 376,319,656 3.50% 376,319,656 2.19% Ramón Neme Aziz 113,981,323 1.06% 1,751,957,311 10.19% Mark Alexander Epstein 156,955,377 1.4% 1,109,210,719 6.45% Rory Anderson - - 819,351,970 4.77% Stefano Loreti 315,308,167 2.94% 621,170,964 3.61% Salvador Neme Aziz - - 546,234,647 3.18%

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i)         ANTICIPATED ACCOUNTING REFERENCE DATE (ii)        DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii)       DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)         30 June (ii)        30 June 2025 (iii)       -    31 March 2026 (unaudited interim financial statements for 6 months ended 31 December 2025) -    31 December 2026 (audited accounts for the year ended 30 June 2026) -    31 March 2027 (unaudited interim financial statements for 6 months ended 31 December 2026)

EXPECTED ADMISSION DATE:

8 January 2026

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited 5-10 Bolton Street London W1J 8BA

NAME AND ADDRESS OF BROKER:

AlbR Capital Limited 3rd Floor, 80 Cheapside London EC2V 6EE Axis Capital Markets Limited 27 Clements Lane London EC4N 7AE

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available from the Company's website: https://www.mobilestreams.com

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Code (as updated in 2023)

DATE OF NOTIFICATION:

22 December 2025

NEW/ UPDATE:

New

 

END