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Reinventing P2p

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Reinventing P2p Global Gaming Factory X AB org nr 556551-5938 Reinventing p2p Memorandum for investment in filesharing sites aGGF acquisition plans While GGF intends to acquire leading filesharing sites, GGF has not and will not enter into an agreement to acquire any of the leading filesharing sites mentioned in this memorandum, until the shares issued have been fully paid for and the concerned site agrees to an acquisition.1 aAll registered and unregistered trademarks shown above belong to their respective owners. 1 GGF entered into an agreement with the owner of The Pirate Bay in 2009. The Pirate Bay's founders and former operators' understanding is that the owner of The Pirate Bay regards the agreement to have lapsed in 2009. Contents Offer to subscribe to new shares 3 Short presentation of the rights issue 4 Presentation of the Company 4 Our Vision 4 Our mission 4 New investments 5 Financial information 6 Trading in shares 8 Risk Factors 8 The Company's board and management 9 Issue Terms and Conditions 13-15 ________________________________________________________________________________________________ Investment Memorandum This investment memorandum is for a pre-emptive issue of shares to raise capital for participation in the acquisition of filesharing sites. The memorandum has been drawn by the Board of Directors of GGF. Definitions In this memorandum, the following definitions are used: The term "Company" or "GGF" means a company registered in Sweden with the corporation number 556551-5938. ”Smartlaunch” means the Danish company Smartlaunch A/S with the corporation number 27 70 60 02. "Filesharing site" means one of the leading filessharing sites. The Pirate Bay, Isohunt, Btjunkie, Torrentz.com, Demonoid.com, Mininova.org och a few other sites are considered to be “leading filesharing sites”. Disclaimer GGFs participation in he acquisition of file sharing sites is associated with high risk, both operationally and financially. An investment in the Company is therefore to be regarded as a high-risk investment. The company may enjoy a strong performance, but an investment in the company may as well be lost in its entirety. All readers of this doscument are therefore requested to carefully read all its contents and in particular with regard to the risks described. a GGF acquisition plans While GGF has plans to acquire leading filesharing sites, GGF has not and will not enter into an agreement to acquire any of the leading filesharing sites, mentioned in this memorandum, until the shares issued have been fully paid for and the concerned site agrees to an acquisition. This investment memorandum may not be distributed in or to a country where the distribution of investment memorandumet requires additional registration or other measures than those required by Swedish law or is in violation of the rules applicable in the country. Neither the company's existing shares or new shares have been or will be registered under the United States Securities Act of 1933 or under the law in of another country. The invesment memorandum may not be distributed to residents of the United States, Australia, Japan, New Zealand, South Africa or Canada, or residents of any other country where such distribution or publication of an investment memorandum is in violation of applicable laws or regulations or require a prospectus registration or measures other than the requirements by Swedish law. This investment memorandum falls under Swedish law. Disputes because of the content of this investment memorandum shall be governed by Swedish law exclusively by Swedish courts. This investment memorandum has not been registered with the Finansinspektionen, the financial regulator in Sweden in accordance with the provisions of Chapter 2, 25-26 § Act (1991:980) on trade in financial instruments, and Commission Regulation (EC) No 809/2004. Stockholm October 6, 2010 The Board of Directors Global Gaming Factory X AB www.globalgamingfactory.com Org No 556551-5938 Offer to subscribe to new shares GGF has 1200 shareholders in Sweden. We have a wholly owned subsidiary in Denmark. We are a publicly traded company, affiliated to Euroclear 2 (former VPC) and quoted on the Mangoldlistan Stock Exchange 3 in Stockholm, Sweden. A valuable asset GGF has a valuable asset in the form of the solid groundwork of legal analysis, market analysis, consumer research and negotiations to obtain entertainment rights that GGF did in 2009 in connection with the Company's attempt to acquire The Pirate Bay. GGF has an opportunity to participate with its know-how in the acquisition of one or several filesharing sites that are planned by foreign investors. GGF intends to finance up to approx. 10% of the purchase price of the filesharing sites that are planned and that agree to be acquired in the first round of financing. The remaining part, approximately 90% will be financed by the foreign investors. a GGF's acquisition plans While GGF intends to acquire leading filesharing sites, GGF has not and will not enter into an agreement to acquire any of the leading filesharing sites mentioned in this memorandum, until the shares issued have been fully paid for and the concerned site agrees to an acquisition. GGFs Board has decided on a rights issue with an issue price of SEK 0.20 per share. The issue price has been determined from GGFs share price, which was SEK 0.20 in very high turnover during the Pirate Bay acquisition attempt in 2009 . The share price of SEK 0,20 gave an indication of the stock market's valuation of GGF and its business plan. After the delisting of GGF from Aktietorget, the perception has spread that GGF will cease business. However, this is not the case. GGF is now listed on the Mangoldlistan Stock Exchange in Stockholm, Sweden and has continued to work on realizing its vision. The Company has concluded several valuable agreements with companies in Denmark, Norway and in the USA. GGF is now prepared to resume trading in its shares and take the step of acquiring leading filesharing sites. Our main reason for the rights issue is that we believe, we will succeed with the acquisition of one or several filesharing sites with the foreign investors. I will be participating in the rights issue and acquisitions. To give GGFs shareholders the possibility of participating in the acquisitions on equal terms, the Board has decided on a pre-emptive rights issue. This means that existing shareholders have pre-emptive rights to subscribe to the new shares. I have undertaken to subscribe to approx 60.48% of the shares which is what I will be entitled to in the rights issue. We know from experience that not all shareholders take advantage of subscribing to new shares fully. We will therefore make it possible for these shareholders to divest their subscription rights by trading them on the Magnoldlistan Stock Exchange so new investors may get a chance to participate in the acquisitions. The record date for the rights issue is October 7, 2010 and trading in subscription rights will take place from October 11 to October 20, 2010. We would like to welcome our current shareholders and also new investors to participate in our upcoming issue. Stockholm, October 6, 2010 Hans Pandeya, CEO of Global Gaming Factory X AB (publ) 2 http://www.ncsd.eu/default.htm 3 http://www.mangold.se/ Short presentation of the new issue Issuance amount GGF will use the capital raised to acquire leading filesharing sites. Rights Issue GGF will increase the company’s share capital by cash payment up to SEK 8 895 543 with 44 477 714 million shares in a rights issue where existing shareholders have pre-emptive rights. Number of shares before issue 311 344 000 Number of shares after issue 355 821 714 The record date for rights issue October 7, 2010 Trading in subscription rights October 11, 2010 - October 20, 2010 Subscription period October 11, 2010 - October 25, 2010 Subscription price 0,20 kr per share Pre-emptive rights Existing shareholders are entitled to subscribe to one new (1) share for every existing seven (7) shares Without pre-emption Existing shareholders who wish to subscribe to shares in excess of pre-emptive rights. The minimum shareholding is 10 000 shares. New investors Minimum shareholding is 10 000 shares. Payment Pre-emptive shares are paid when subscribed to between October 8 and October 22, 2010. Other shares are paid after notice, not later than 3 bank days after notice has been received. Trading in shares and warrants Our shares are listed on the Mangoldlistan Stock Exchange 4 in Stockholm, Sweden. Investor may buy or sell by contacting their personal bank or broker, or place the order electronically via an online broker. ____ Presentation of the company Our business Global Gaming Factory X AB's is a leading publisher of cafe management software that is used by thousands of cafes globally. Global Gaming Factory X AB has developed a platform for digital distribution of advertising, games and services that uses this infrastructure of thousands of Internet cafes to target the rapidly growing gamer community. In 2009 revenues from the platform reached a modest figure of SEK 2.3million primarily from customers in India and the United States and accounted for 23% of the company's total revenues. Our mission GGF is a media channel to reach visitors of Internet cafes and gaming venues with digital distribution of software and services. GGF uses its wholly owned subsidiary, Smartlaunch's installed base of cafe management software at Internet cafes and gaming centers around the world to reach more than 3 million gamers every month. 4 http://www.bequoted.com/bolagsinformation/default.aspx?bolagId=216 Key events 2009-2010 India January 19, 2009 GGF launches an international ranking system with Sathyam Cinemas' (www.sathyamcinemas.com) gaming division Blur.
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