Information Memorandum

The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested.

Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

INVESTMENT MEMORANDUM FOR

(previously Last Mile Games Ltd)

Fundamentally Games Ltd (previously Last Mile Games Ltd) 1 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

CONTENTS

DEFINITIONS ...... 3

OFFER PARTICULARS ...... 5

OFFER FOR SUBSCRIPTION...... 6

DIRECTORS AND ADVISERS ...... 8

EXECUTIVE SUMMARY ...... 9

FINANCIAL INFORMATION ...... 12

THE MANAGEMENT ...... 15

BENEFITS OF THE SEED ENTERPRISE INVESTMENT SCHEME (SEIS) ...... 16

BENEFITS OF THE ENTERPRISE INVESTMENT SCHEME (EIS) ...... 16

RISK FACTORS ...... 18

TERMS AND CONDITIONS OF APPLICATION ...... 20

MONEY LAUNDERING REGULATIONS ...... 21

CONTACTS ...... 23

HM Revenue & Customs Pre Approved SEIS / EIS

This document is dated January 2020

Fundamentally Games Ltd (previously Last Mile Games Ltd) 2 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

DEFINITIONS

Admin Company Seis Administration Ltd

Application Form The application form and terms and conditions of the offer, which relate to this Offer, which are available on request

Articles of Association The Articles of Association of the Company registered with Companies House

Board of Directors The Board of directors of the Company

Company Fundamentally Games Ltd (previously Last Mile Games Ltd)

EIS The Enterprise Investment Scheme as particularised in Part 5 of ITA

EIS Deferral Relief Capital gains deferral on reinvestment pursuant to Section 150C and Schedule 5B of TCGA

EIS Relief Income tax relief and/or exemption from tax in respect of chargeable gains, which are available with EIS

High Net Worth Individual A person who is certified as a High Net Worth Individual in accordance with the provisions of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

HMRC Her Majesty’s Revenue & Customs

ICTA Income and Corporation Taxes Act 1988 (as amended)

Information Memorandum This document including the application form

Intellectual Property Technology tools which allows the company to provide its services more efficiently and effectively

Investor(s) Subscribers to Ordinary Shares in the Offer

Maximum Amount £150,000 or as otherwise confirmed by the Directors

Minimum Amount £75,000

Minimum Subscription £5,202.24 per Investor

Offer The offer for subscription to raise up to £150,000 by the issue of up to 692 Ordinary Shares at a price of £216.76 per share (£0.01 nominal value, £216.75 premium) upon the terms and conditions of this Information Memorandum

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Offer Period The offer opened on the 16 January 2020, it will remain open until 5pm on 5th April 2020. The period during which the offer is open may be extended by the Directors at their sole discretion, provided that the Minimum Amount has been raise by 5pm on such date

Ordinary Shares The Ordinary Shares of £0.01 each in the share capital of the Company, subject to the rights, benefits and restrictions set out in the Articles of Association

The period beginning on the date on which the Shares are issued and ending 3 Relevant Period years thereafter

SEIS The Seed Enterprise Investment Scheme as particularised in Part 5A Income Tax Act 2007

SEIS Re-investment Relief Capital gains tax exemption on reinvestment pursuant to sections 150E and Schedules 5BB of TCGA 1992 (as amended)

SEIS Income Tax Relief Income Tax relief under sections 257A and 257AB Income Tax Act 2007

Sophisticated Investor A person who is certified as a Sophisticated Investor in accordance with the provisions of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

TCGA The Taxation of Chargeable Gains Act 1992 (as amended)

Trading Style Fundamentally Games

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OFFER PARTICULARS

This document is important and requires your immediate attention. If you are in any doubt about the contents of this, you should consult a person authorised under the Financial Services and Markets Act 2000 who is a specialist in advising on the acquisition of shares and securities.

This Information Memorandum has not been approved by any person authorised by the Financial Conduct Authority of the United Kingdom (the “UK FSA”) and such approval is required under section 21 of the Financial Services and Markets Act 2000 (“FSMA 2000”) unless an exemption is available under FSMA 2000 or the regulations made thereunder.

In the United Kingdom, this Information Memorandum is exempt from the general restriction in section 21 of FSMA 2000 on the communications of invitations or inducements to engage in investment activity, on the grounds that it is only made to persons who are: a. high net worth individuals under Article 48 of the FSMA 2000 (Financial Promotions) Order 2005 (the “FPO”) being a person to whom at least one of the following applies;

i. the individual had, during the financial year immediately preceding the date of the investment, an annual income to the value of £100,000 or more;

ii. the individual held throughout the financial year immediately preceding the date of the investment, net assets to the value of £250,000 or more, not including a property which is the individual’s primary residence, or any loan secured on that residence, any rights of the individuals under a qualifying contract of insurance within the meaning of the FSMA 2000 (Regulated Activities) Order 2001 or any benefits (in the form of pensions or otherwise) which are payable on the termination of the individual’s service or on their death or retirement to which they are (or their dependants are) or may be, entitled;

b. self-certified sophisticated investors under Article 50A of the FPO, being a person to whom at least one of the following applies;

i. the individual is a member of a network or syndicate of business angels and has been so for at least the last six months prior to the investment;

ii. the individual has made more than one investment in an unlisted company in the two years prior to the date of the investment;

iii. the individual is working or has worked in the two years prior to the date below, in a professional capacity in the private equity sector or in the provision of finance for small and medium enterprises;

iv. the individual is currently, or has been in the two years prior to the date of the investment, a director in a company with an annual turnover of at least £1 million;

c. other persons to whom it lawfully may be communicated.

Any person falling into any one or more of the categories listed at (a) to (c) above is referred to herein as a “Relevant Person”. The Information Memorandum must not be acted on or relied upon by any persons who are not Relevant Persons. Any investment or investment activity to which the Information Memorandum relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. By accepting and retaining this Information Memorandum, the recipient shall be deemed to have agreed to the foregoing.

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OFFER FOR SUBSCRIPTION

The offer of up 692 Ordinary Shares in the Company, at a price of £216.76 per share i.e. a £216.75 premium. Applications may only be made and accepted subject to the terms of the Offer.

Offer Statistics

Offer price £216.76 per share (i.e. £216.75 premium)

Number of shares subject to offer 692

Minimum Subscription £5202.24 and thereafter in multiples of £216.76

Potential investors who wish to subscribe for Ordinary Shares should request a copy of the Application Form and complete such form and return it to the Company as set out in such form.

OFFER PERIOD

Provided that the Minimum Amount shall have been raised by the closing date the Directors may decide to extend the Offer. If the Offer is oversubscribed, the Directors can exercise their discretion to scale down applications. The Directors will close the Offer immediately on it becoming fully subscribed. Once the Minimum Amount is received the Directors may proceed to issue shares.

SHAREHOLDINGS

Once the Minimum Amount has been raised from Investors, the company will be permitted to issue up to 692 of its Ordinary Shares to the SEIS Investors representing up to 10% of the company shareholdings on a pro rata basis depending on the amount subscribed by each Investor. The rest of the shareholdings representing 90% will be allocated in Ordinary Shares to the company founders and Premiere Capital Ltd.

On full subscription the Company share structure may be as follows:

Shareholder Share Class No. of Shares % shareholding

Ella Romanos Ordinary 2000 28.89%

Oscar Clark Ordinary 2000 28.89%

Adam Betteridge Ordinary 2000 28.89%

SEIS Investors Ordinary 692 10%

Premiere Capital Ltd Ordinary 231 3.34%

TOTAL 6923 100%

Ordinary Shares include full rights to vote, receive dividends and payments out of capital on a liquidation or winding up.

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DOCUMENT FOR INSPECTION

The Articles of Association are available for inspection during normal business hours at the registered office address of the Company.

DIRECTORS’ INTERESTS

The Directors may be directly or indirectly interested in other businesses in the film, gaming and media sector, including in other companies similar to the Company and specifically including Fundamentally Games Ltd.

EXPENSES OF THE OFFER

The Initial Charge Once the Minimum Amount has been successfully raised from Investors, the Admin Company may make a one- off charge to the Company of 10% on the initial amount raised to cover the costs of fund raising such as introducer commissions in accordance with its business services agreement with the Company.

Admin Fee Once the Minimum Amount has been successfully raised from Investors, the Admin Company will take an annual fee equal to £2,500 per £150,000 (or pro rata to the amount raised).

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DIRECTORS AND ADVISERS

Directors Ella Jane Romanos Richard Oscar Clark

Company Details:

Company Name: Fundamentally Games Ltd Country of Incorporation: England & Wales Status: Private Limited Company Company Number: 11701663 Date of Incorporation: 28 November 2018 Date trading began: 13 May 2019 Date of name change: 22 October 2019

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EXECUTIVE SUMMARY

This summary must be read in conjunction with the whole of the Information Memorandum. Your attention is drawn to the Risk Factors section of this Information Memorandum. Individuals should consult their own financial adviser and are advised not to invest in the Company unless and until they have taken appropriate independent advice.

Returns shown are for illustration only and do not represent forecasts or guarantees.

Only Investors certified as High Net Worth Individuals or Sophisticated Investors may apply for shares in the Company

INVESTMENT OPPORTUNITY

An opportunity exists for investors to participate in the Company which has received advanced assurance by HMRC as an SEIS / EIS qualifying video game development services company which the Directors believe has significant growth potential over the next 3 or more years.

The global games audience is estimated between 2.2 and 2.6 billion people, with the games market expected to grow from $137.9 to $180.1 billion by end of 2021. There is also significant growth in the number of games companies, with the UK alone boasting 2,261 active companies, all of which are able to access a global audience for their products and services. This is in particular due to the ever-growing digital distribution (i.e. games sold digitally to download or play online, rather than boxed products), which is providing the majority of the market growth, accounting for 91% of the market by end of 2018.

Of the game development companies in the UK, 1483 are making mobile games, with 76% of UK apps using a “Games as a Service” model (i.e. games that generate revenue from within the game via in app purchases, ads or subscriptions). However, the trend towards Games as a Service is not only seen on mobile. PC and increasingly console are also seeing an increase, with many games now being free to access, or whilst still having an upfront cost, also having ongoing updates to a greater or lesser extent (“Product-Service Hybrids”). Esports (multiplayer video games played competitively for spectators, typically by professional gamers) also falls into this category as these games require ongoing support and updates. The Esports industry is anticipated to grow 38% in 2018 with the audience reaching 380 million and is further estimated to reach $1.4 billion by 2020.

Games as a Service have many differences in production and commercialisation, including:

• The need to build an economy to retain and monetise players • The game, processes and team focus on Live Ops • Using data (on how users play the game, gathered by the game) to drive design and forecasting • Marketing strategy and costs • Production processes • IP (Intellectual Property/brand) expansion

The biggest challenge for developers creating Games as a Service or Product-Service Hybrids is often their lack of resources or experience of either creating or providing ongoing management of such services (“Live Ops”). For example, this would include the design of the game’s context loop and meta game (i.e. the part that turns a game into a service), using data to drive decisions, and planning and implementing a pipeline for Live Ops to support that service throughout the player lifecycle.

This is where Fundamentally Games comes in. There is an opportunity to provide the support to enable developers to produce, operate and scale successful Games as a Service.

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FUNDAMENTALLY GAMES SERVICES

Some of the biggest challenges facing developers making games that are effective services include designing the game to optimise retention and monetisation, planning and implementing Live Ops, and using both user testing and data to drive decisions and optimise the game.

Not only are these elements required to make a game that has potential for success, but they are also required to enable studios to raise financing for marketing activities that require significant budget, such as the acquisition of new players (“user acquisition”).

Fundamentally Games offers mentoring and support services to developers across many areas of the development process depending on their needs. The key areas are as follows:

Market feasibility An assessment of what success could look like based on comparable games, to enable us to measure success from the data gathered from the game moving forward.

Concept & game design Looking at what the game is, and whether it is designed to achieve its goals. What are the core mechanics, context loop and meta game? Is it specified clearly and in a way that a budget and schedule can be drawn up, and a team can begin development?

Monetisation & economy design There are a number of questions which should be considered in order to ensure the design of a game is engaging and monetisable. For example, are the context loop and meta game in place? Is the game likely to be able to retain and monetise players? What data driven changes are needed? What are the KPIs? And from all of that, how to design and evolve an economy?

Marketing strategy A strong marketing strategy is crucial. Fundamentally Games will consider and plan the likely UA spend required for each stage, as well as what other marketing activities should be undertaken, what budget is needed and when.

Live Ops Any Game as a Service will need an experienced Live Operations team to create a pipeline of updates to help keep players engaged. What is the plan for creating a pipeline of updates? What resource, production processes and tools are required? How will it all get implemented and scaled? What budget is needed?

Production The development of the game, from art production to programming.

Funding Readiness All Games as a Service need the ability to scale the game. The Company plans to help developers prepare and pitch for funding as appropriate.

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HOW FUNDAMENTALLY GAMES WORKS

Developers can enter at any stage of the process, depending on their needs, the stage of the game and the potential of the game.

Developer enters at Step 1: Mentoring and Support In this scenario, a developer will have a game that is pre or in Soft Launch. Soft Launch is the point at which an early build of a game is first released on a limited basis for the purpose of gathering live feedback and data from engaged players.

A developer who Fundamentally Games works with at Step 1 either won’t yet have much or any data on their game yet, or the data is not showing strong enough KPI’s to proceed. The mentoring and support services Fundamentally Games provides can be across the following areas, to assist them in getting the point of being able to gather data or improve existing data.

Developer enters at Step 2: Development At this stage, the developer already shows commercial potential from the data of their game, but they need Fundamentally Games Live Ops support services to:

1. Get the game ready to support Live Ops: working with the developer’s team to improve or implement required tools and features into the game, and undertaking work where appropriate with Fundamentally Games own team 2. Setup/augment and prepare the Live Ops team: the team will likely include members of the developer’s team and members of the Fundamentally Games team. The team must have the processes and resources in place to work together and run the Live Ops 3. Undertake a smaller amount of marketing to gather further round of data

They may also require access to development funding - for which Fundamentally Games would reach out to Fundamentally Games contacts and assist them to access this funding where possible.

Developer enters at Step 3: Growth At this point, the developer already has some a game live, but requires support to grow the game. In particular to improve and/or grow their Live Ops.

As with Step 2, Fundamentally Games will provide support services as needed in the game and the team. This will begin by a review of their current game, processes and team, and from that an agreement on the services required will be agreed and implemented.

Developer enters at Step 4: Scaling In this scenario, the developer will have a game that is successfully running Live Operations.

They may require further resource to scale their Live Ops, and based on discussions and review, Fundamentally Games would agree the services it could provide.

They may also need support in accessing funding to assist them in scaling – for which Fundamentally Games would reach out to its contacts and assist them to access this funding where possible.

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FINANCIAL INFORMATION

LONG TERM GROWTH AND DEVELOPMENT PLAN

Our objective is to grow and develop the Fundamentally Games business, and its team, in the long-term. Fundamentally Games will do this by:

1. Aiming to provide Live Ops services to 3-4 new game developers per year for the first 6 years, and to look to scale this number in the longer term. 2. Fundamentally Games will to provide mentoring & support services and will prioritise projects that can provide deal flow for funding and/or will require Live Ops services. 3. Fundamentally Games will be growing its staff numbers over time. Planned staff numbers (not including directors) are as follows: Year 1: 3.5 / Year 2: 11 / Year 3: 18 / Year 4: 21 / Year 5: 23 / Year 6: 27 4. Whilst Fundamentally Games initially plans to work remotely, the company intends to secure an office within the first 2 years for its Live Ops team. Working remotely has two key benefits, the first is to keep costs down, the second is to allow us to employ people (cost effectively) who are based anywhere rather than limiting the talent pool to a local area.

INTELLECTUAL PROPERTY

Fundamentally Games will be developing its own Intellectual Property in the form of technology tools which allows the company to provide its services more efficiently and effectively to the developers that it works with. The company’s first year will be spent refining its processes and planning the tools that it should develop. It’s likely that further investment will be required to then implement these tools over the next few years (please see ‘Subsequent EIS Fund Raises’ section below). The tools that are developed internally should help the company to increase revenues in the games it supports, and also have the potential to create additional revenues streams through the licensing of such tools for other companies to utilise.

Examples of tools Fundamentally Games may develop: Oversight process management tool, social engagement tool, Integrated live ops suite.

OUTGOINGS

Assumptions

• Our primary costs are staff, and from year 2, they will require an office. • Business setup costs include legal fees, and 3rd party fundraising commissions. • Business expenses will mostly be travel costs for attending events and meeting with clients and office/equipment as well as legal and accounting. Fundamentally Games may also have some costs for marketing, recruitment, technology licenses and other miscellaneous business operational requirements.

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SUBSEQUENT FUND RAISING

Fundamentally Games expects to seek further EIS funding in two raises:

1. A further £150,000 within 9 months of this SEIS raise

2. Up to a further £500,000 between 18-30 months from this SEIS raise

Fundamentally Games may look to raise further funding but not until 4-5 years after this SEIS raise.

REVENUES

For the purposes of this model the key sources of revenues are as follows.

1. Fees from developers for the services Fundamentally Games provides to them. The fees will either be calculated on a fixed basis (upfront or in arrears) or in relation to the success of the game. The company will not be getting a revenue share or own any IP in their games.

2. Our own Intellectual Property will enhance the efficiency and effectiveness of Fundamentally Games services.

Revenues for the first 6 years are estimated below.

Please be aware that at the current time Fundamentally Games is in discussions with various developer clients, but none of these (including the examples provided in this pitch deck) are yet confirmed, and no agreements are in place. The company also cannot guarantee the fees it will receive from each game. Therefore, your investment is entirely at risk.

Cautious Scenario

Moderate Scenario

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Optimistic Scenario

Please note that: • in practice the fees arising from, and the number of years Fundamentally Games works with, each client, may vary significantly, and • our forecasts do not include any revenues arising from the licensing of the tools/tech the company develops. Where a tool the company develops has potential for its own revenue by being licensed for use by other companies, the company will explore such opportunities on a case by case basis.

Contingency Plan The contingency plan is that if one game fails, the company will focus resources on the other games in its portfolio. If revenues are not sufficient for the growth plan, the intention would be to seek further investment via EIS.

Risks Further to the Risk Factors outlined on pages 20-21 herein, please be aware that at the current time Fundamentally Games is in discussions with various developers about titles, but these are not yet confirmed, and no publishing arrangements are in place. The company also cannot guarantee the revenues streams from each game. Therefore, your investment is entirely at risk.

Please note that this Information Memorandum outlines the intentions of the Board of Directors as of the date herein. However, the Board of Directors may become aware of factors which may lead it to wish to vary the way in which it operates the business of the Company. The Board of Directors hereby reserves all its rights to vary at its discretion the way in which it operates the business of the Company including but not limited to any terms and/ or proposals whatsoever outlined in this Investment Memorandum and/ or any associated business plan.

Value & Exit Strategy

The company will build value through the following. 1. The games that it gets fees from 2. The services that Fundamentally Games provides 3. The own IP in the systems and tools that Fundamentally Games develops to optimise its services 4. The collective audience cross-promotion potential that Fundamentally Games builds across its portfolio of games

Potential exit strategies involve selling all the business or selling off parts of the business. 1. Selling company for the value of the services or team (inc. systems and tools) to organisations such as Keywords, Zynga or Supercell or DECA 2. Selling specific systems or tools to organisations such as Unity, Amazon, project management software providers, publishers or IT infrastructure management companies 3. Selling the company for the collective audience to game publishers such as EA, Ubisoft, Zynga

The shareholders of the Company will not normally seek to realise any SEIS or EIS investments within the three years following their acquisition so that the tax advantages should not be jeopardised. Additionally, it would be prudent to view an investment in the Company as medium to long-term. There is no pre-determined exit mechanism or arrangements for any form of exit at the time of investment.

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THE MANAGEMENT

ELLA ROMANOS began working in games in 2008, setting up her first game development studio as a graduate. Over the last decade Ella has founded three development studios, focusing on work for hire and development of own and licensed IP. Since 2014, with her background in programming and user experience design, and her experience in production, fundraising and company strategy Ella has also been providing strategic support as a consultant to other developers and organisations. Ella has developed over 50 games and been strategically involved with many more.

Ella regularly contributes to the industry through her position on the UKIE board, speaking at events and writing articles. She has been named in Develop’s ‘Top 30 under 30’, been a finalist in the Women In Technology Awards, the TIGA Awards Leadership category and MCV's UK Top 100 Women in Games ‘Business Woman of the Year’ category.

OSCAR CLARK has a passion for games and online entertainment and for most of his career he’s been on the bleeding edge of Games As A Service. As a game designer, product and business strategist he has extensive insight into what makes games successful and how to combine entertainment, community and sustainable businesses. Oscar now focuses on providing design, market suitability and monetisation advice to developers and organisations.

He is the author of Games As A Service: How Free To Play Design Can Make Better Games and contributing author for ‘Mobile Developer’s Guide to The Galaxy. Over his career he has worked with Unity Technologies and nVidia as an Evangelist, PlayStation as Home Architect, Real Networks, Three and the Wireplay games initiative at BT. He is a regular speaker, games award judge and writer for games media and events across the world.

ADVISORY BOARD

ADAM BETTERIDGE brings 20 years’ experience of financing across the creative industries and has played crucial roles, including as Executive Producer and Producer, in the successful financing of over 60 film, TV, video game, music and theatre productions.

Amongst these titles include the Oscar nominated Margin Call, and Westwood: Punk, Activist, Icon, which was nominated for an award at Sundance Film Festival 2018. Within the video games industry, Adam has helped structure financing arrangements for a wide variety of studios, including Blazing Griffin, Codemasters and Goldfinch Entertainment. He is also regularly asked to speak at both film and games industry events, including the recent Film Exp South and DEVELOP Conference 2018.

NICK BUTTON-BROWN has worked in senior positions across the tech and games industry for 20 years. He serves as Chair at Outright Games, a publisher of licensed games for kids, backed by Rockpool Investments; an Advisor at Payload Studios, developers of Terratech, currently raising a $5m round; and Board Member at Loveshark, a start-up that raised a £250k angel round. He helped establish Improbable, a tech start-up that most recently raised $500m at a valuation in excess of $2bn, with backers including Andreessen and Horowitz, SoftBank and Netease, and helped take Sensible Object, a voice control focused company, through 3 equity rounds to a Trade Sale exit.

He serves on the Advisory Board at Games London, helping to run the London Games Festival; as an Executive at the Near Future Society, a group bringing together government, education, technology and entertainment people, and former Chair of the Games Committee at BAFTA. He speaks publicly at games conferences around the world as well as at further education establishments including London Business School, from where he has an MBA. Before that, he worked for 5 years at Crytek in Germany, managing teams across the world, including development of games such as 'Crysis 3', 'Ryse', and 'Warface'. He also spent 9 years at Electronic Arts, working on games such as 'Battlefield', 'Black & White 2', 'Crysis', 'Timesplitters 3', and 'Freedom Fighters'.

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BENEFITS OF THE SEED ENTERPRISE INVESTMENT SCHEME (SEIS)

The Company has received preliminary approval from HMRC as a SEIS qualifying game development company. An SEIS company can have a maximum capitalisation of £150,000 and hold assets of up to £200,000 upon issue of the qualifying shares. An individual can invest up to £100,000 in SEIS companies in a financial year and may not hold more than 30% of the controlling shares in a SEIS company. Investment in the Company can offer SEIS relief to eligible investors in its shares of:

• Income Tax relief at 50% for individuals (whatever the investor’s rate of income tax) on up to a maximum £100,000 invested in a tax year, including up to £45,000 (30%) in the Company. Therefore a £100,000 investment can be spread across a number of projects. • 50% Exemption from Capital Gains Tax (CGT) on gains arising in the financial year, if the amounts of the gains are re-invested in the shares of the Company in the financial year. • Exemption from Capital Gains Tax on the shares of the Company. • Possible combined Income Tax and CGT relief of up to 64p in the £1. • Carry Back, Investors can carry back to the previous tax year, the value of any investment made by the following 5th April. • 100% Inheritance Tax (IHT) relief on shares owned for a minimum of 2 years. • Loss relief, which can be offset against income tax or CGT liabilities for any investment which makes a capital loss, is available at the investor’s marginal tax rate, up to a maximum of 45%. The investment in the Company can mitigate risk by combining the initial Income tax relief and the loss relief to limit the downside to 27.5% of the amount invested. If CGT of 14% was initially claimed then the total benefit would be 86.5%. • Companies and Pension Funds can also invest but receive none of the tax benefits listed above.

How can you benefit?

Type of Relief Maximum Maximum Annual Maximum Tax Savings Rate Investment SEIS Income Tax Relief 50% £100,000, individual £50,000

SEIS Capital Gains Re-investment Relief 14% £100,000, individual £14,000

How much can you save /defer when investing?

Tax Relief / Type of Relief Amount Invested Net Cost Mitigation

(a) Investors Claiming SEIS Income Tax Relief £10,000 £5,000 £5,000

(b) Investors Claiming SEIS Capital Gains Re- £10,000 £1,400 £8,600 investment Relief

Eligible individuals should consult a financial adviser on the reliefs illustrated above which may be combined so as to yield up to 64p initial relief for each £1 of investment. Examples (b) and (c) assume that 14% tax was paid on the chargeable gain re-invested. The above figures are not a projection and are for illustration purposes only.

BENEFITS OF THE ENTERPRISE INVESTMENT SCHEME (EIS)

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Further reliefs available to EIS investors are:

• Income Tax relief at 30% for individuals (whatever the investor’s rate of income tax) on up to a maximum £1,000,000 invested in a tax year so long as the 30% ownership of the total share capital of Fundamentally Games Ltd isn't breached. • 100% Capital Gains Tax (CGT) deferral on gains arising in 2017/18. • Exemption from Capital Gains Tax on the shares of the Company. • Possible combined Income Tax and CGT relief of up to 50p in the £1 (58p if CGT gains from residential properties). • Carry Back, Investors can carry back to the previous tax year, the value of any investment made by the following 5th April. • 100% Inheritance Tax (IHT) relief on shares owned for a minimum of 2 years. • Loss relief, which can be offset against income tax or CGT liabilities for any investment, which makes a capital loss, is available at the investor’s marginal tax rate, up to a maximum of 45%. The investment in the Company can mitigate risk by combining the initial Income tax relief and the loss relief to limit the downside to 38.5% of the amount invested. • Companies may invest but do not receive any of the EIS reliefs mentioned above.

Please note that CGT relief has been calculated at the new rate of 20% for gains on assets that are NOT from residential properties. These gains still attract a tax rate of 28%.

Eligible individuals should consult a financial adviser on the reliefs illustrated above which may be combined so-as- to yield up to 64p initial relief for each £1 of investment. Examples (b) and (c) assume that 14% tax was paid on the chargeable gain re-invested.

The above figures are not a projection and are for illustration purposes only.

How can you benefit?

Type of Relief Maximum Maximum Annual Maximum Tax Savings Rate Investment EIS Income Tax Relief 30% £1,000,000, individual £300,000

EIS Capital Gains Deferral 20% No Upper Limit No Upper Limit Relief

EIS Capital Gains Deferral 28% No Upper Limit No Upper Limit Relief if on residential properties

How much can you save /defer when investing?

Tax Relief / Net Cost to Type of Relief Amount Invested Deferral You

(a) Investors Claiming EIS Income Tax Relief £50,000 £15,000 £35,000

(b) Investors Claiming EIS Capital Gains Deferral £50,000 £14,000 £36,000 Relief

Eligible individuals should consult a financial adviser on the reliefs illustrated above. The above figures are not a projection and are for illustration purposes only.

Fundamentally Games Ltd (previously Last Mile Games Ltd) 17 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

RISK FACTORS

All the information set out in this Document should be carefully considered and in particular, the risks described below. If any of the following risks actually materialize, the Company’s business, financial condition, prospects and share price could be materially and adversely affected to the detriment of the Company and its shareholders and you may lose all or part of your investment. The Directors consider the following risks to be the most significant for potential Investors, but the risks listed do not necessarily comprise all those associated with an investment in the Company. No inference ought to be drawn as to the relative importance or the likelihood of the occurrence of any of the following risks by reference to the order in which they appear.

1. The Company will be operating in a competitive industry where the commercial risks are high. Audience reaction and demand, reviews and audience willingness to spend money in a game cannot be predicted with certainty. Accordingly, an investment in the Company is speculative and Investors may not get back the amount of their original investment.

2. Changes in government or government policy could affect the return on the Investors’ investment in the Company and may result in changes in tax rates and reliefs.

3. Conditional preliminary approval has been received from HM Revenue & Customs in respect of the status of the Company for SEIS purposes. However, no guarantee is given that the business of the Company will be conducted in a way that any such relief will not be withdrawn.

4. Neither the Company, the Directors nor the Company’s advisors give any warranties or undertakings that SEIS Income Tax Relief, SEIS Capital Gains Tax Re-investment relief, or SEIS Inheritance Tax relief will not be withdrawn.

5. Investors wishing to obtain SEIS Income Tax Relief must retain their Ordinary Shares for three years from the date of issue or from the commencement of trading, if later. If the Ordinary Shares are not held for three years, the tax reliefs obtained initially will be lost and must be repaid with interest. Accordingly, for Investors wishing to obtain SEIS Income Tax Relief or SEIS Capital Gains Tax relief investment in the Company is not suitable as a short-term investment. In addition, there are various conditions attached to SEIS Income Tax Relief and SEIS Capital Gains Tax relief which individual Investors must satisfy for specified periods. It is therefore vital that potential Investors take advice from their own professional advisers on the likelihood of their qualifying for such reliefs.

6. The Offer has not been priced to generate immediate gains and Investors must be prepared to take a medium term view of their investment. Substantial movement in the price of the Ordinary Shares should not be expected until sufficient time has elapsed for the Company to demonstrate its ability to achieve its projections, aims and intentions.

7. Prospective Investors are also reminded that:

(i) Investment in unquoted shares and stock carries higher risks than investment in quoted stocks. An investment in unquoted shares or stock may be difficult to realise and proper information for determining the value of the shares may not be available.

(ii) The value of stocks or shares may go down as well as up.

8. The investment offered in this document may not be suitable for all recipients and potential Investors are accordingly strongly advised to consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

9. If the Minimum Amount is not raised, applicants will be refunded their subscription money in full.

10. The Company has not traded and has no established business, products or customers.

11. As there is no public market for the Ordinary Shares, the Company’s ability to raise further equity capital in the future may be limited.

Fundamentally Games Ltd (previously Last Mile Games Ltd) 18 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

12. The information in this Information Memorandum is based on current legislation and any changes may affect the value of an investment in the Company.

13. If the Company should cease to trade for whatever reason within the Relevant Period, the reliefs available to investors may be withdrawn.

14. Any sales commitment to a game may become valueless should the publisher or platform default or any conditions of sale not be met. This may affect any lender’s collateral and delay recoupment of the Company’s contribution.

15. The investment offered in this document will not be covered by the Investors Compensation Scheme established by the Financial Conduct Authority or by any other compensation scheme.

16. With the exception of sales in the UK, revenues generated by a game are rarely denominated in Sterling but more typically denominated in Euros or US dollars. Currency exchange rate fluctuations may affect the value in Sterling of revenues receivable by the Company.

Fundamentally Games Ltd (previously Last Mile Games Ltd) 19 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

TERMS AND CONDITIONS OF APPLICATION

Definitions Save where the context requires otherwise, words and expressions defined in this document have the same meaning when used in the Application Form and any explanatory notes in relation thereto.

Completion of the Application Form If you wish to apply for new Ordinary Shares in the Company you must complete the Application Form. The minimum application amount is £5,202.24 and thereafter in multiples of £216.76.

Allocation of New Ordinary Shares The Company in its absolute discretion will determine the basis of allocation. The right is reserved to reject any application in whole or in part and/or scale down any application or part thereof. The right is reserved to treat as valid any application not in all respects completed in accordance with the instructions to the Application Form including where the payment by cheque, banker’s draft or electronic transfer, accompanying the application is for an incorrect amount. A person so dealing must recognise the risk that an application may not be accepted to the extent anticipated or at all.

Despatch of Definitive Share Certificate The expected date for despatch of definitive share certificates for the new Ordinary Shares is within thirty days of the allotment and issue of such shares.

Joint Application In the case of a joint application, references to you in these terms and conditions are to each joint applicant and the liability for such applications is joint and several. Please note that joint applications may not be entitled to SEIS/EIS relief. Before making a joint application each applicant should separately seek and receive advice from an independent taxation advisor.

Application Monies The right is reserved by the Company to present all cheques and bankers’ drafts for payment on receipt and or retain share certificates and surplus application monies pending clearance of successful applicant’s cheques and banker’s drafts. If any application is not accepted either in whole or in part or if any contract created by acceptance does not become fully unconditional, the application monies or the balance thereof will be returned without interest within ten days of the closing date of the Offer by returning each relevant cheque or banker’s draft. If the application monies have been paid electronically they may be returned electronically.

Observance of Laws No person receiving a copy of the Information Memorandum or an Application Form should use such Application Form unless the Information Memorandum could lawfully be given to him or such Application Form could lawfully be used without contravention of any legal requirements. It is the responsibility of any person wishing to make an application hereunder to satisfy himself/herself as to full observance of the laws of any requisite governmental or other consents, observing any other formalities required to be observed in such territory and paying any issue, transfer other taxes required to be paid in such territory.

Fundamentally Games Ltd (previously Last Mile Games Ltd) 20 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

MONEY LAUNDERING REGULATIONS

It is a term of the Offer that, to ensure compliance with the Money Laundering Regulations 2007 the Company is entitled to require, at its absolute discretion, verification of identity from any person lodging an Application Form for New Ordinary Shares (‘the Applicant’) including without limitation any Applicant who either (a) tenders payment via cheque or banker’s draft drawn on account in the name of a person other than the Applicant or (b) appears to the Company to be acting on behalf of another person. In the case of (a) verification of the Applicant’s identity may be required, in the cases of (b) verification of the identity of the person on whose behalf the Applicant appears to act may be required.

Pending the provision of evidence of identity, satisfactory to the Company, of the Applicant and/or any person on whose behalf the Applicant appears to act, the Company may in its absolute discretion retain an Ordinary application form and/or the remittance relating thereto and not enter the name of the Applicant on the register of members or issue any certificate in respect of New Ordinary Shares allotted to the Applicant.

If, within a reasonable period of time following a request for verification of identity and in any case by no later than noon on the relevant date of allotment, the Company has not received satisfactory evidence of the identity of the Applicant the Company may reject it at absolute discretion any such application and return the remittance without prejudice to the rights of the Company to undertake proceedings to recover any loss suffered by it as a result of the failure of the Applicant to provide satisfactory evidence of identity.

General Terms

By completing and delivery of an Application Form, you, as the Applicant (and if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation) except as referred to in paragraphs (f) and (i) below: (a) Offer to subscribe for the number of new Ordinary Shares specified in the Application (or a lesser number for which your application may be accepted) at the Offer price on the terms of and subject to the Information Memorandum (b) Confirm that you are either a High Net Worth Individual or a Sophisticated Investor (c) Warrant that your cheque or banker’s draft will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive a share certificate in respect of the shares applied for or to enjoy or receive any rights or distributions in respect of such shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such later payment, the Company may without prejudice to other rights avoid the agreement to subscribe such shares and may allot such shares to another person in which case you will be entitled to no payment in respect of such shares other than the refund at your risk of the remittance accompanying your payment (d) Agree that, in respect of those new Ordinary Shares for which your application has been received and is not rejected, acceptance of your application shall be constituted by the issue by the Company of a share certificate in respect of such shares (e) Agree that any monies returnable to you may be retained by the Company pending clearance of your remittance and that such monies will not bear interest (f) Authorise the Company to send share certificate(s) in respect of the number of new Ordinary Shares for which your application is accepted and/or a crossed cheque for any monies returnable, by post, without interest, at the risk of the person(s) entitled thereto, to the address of the person (or in the case of joint holders the first named person) named as an Applicant in the Application

Fundamentally Games Ltd (previously Last Mile Games Ltd) 21 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

Form and to procure that your name (together with the name(s) of any other joint Applicant(s)) is/are placed on the register of members of the Company in respect of such new Ordinary Shares. (g) Warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation you have the due authority to do so and such person or corporation will be bound accordingly and deemed also to have given the confirmation, warranties and undertakings contained herein and undertake to enclose your power of attorney or a copy thereof duly certified by a solicitor with the Application Form (h) Confirm that, in making such application, neither you nor any person on whose behalf you are applying are relying on any information contained in this document and accordingly you agree that no person responsible solely or jointly for this document or any part thereof or involved in the preparation thereof shall have any liability for any such representation (i) Authorise the Company or any person authorised by them, as your agent, to do all things necessary to effect registration of any New Ordinary Shares subscribed by you into your names(s) or the names(s) of any person(s) in whose favour the entitlement to any such Shares has been transferred and authorise any representative of the Company to execute any document required therefore (j) Agree that having had the opportunity to read the Information Memorandum, you shall be deemed to have had notice of all information and representations concerning the Company and the new Ordinary Shares contained therein (k) Confirm that you are not under the age of 18 (l) Agree that all documents sent by post to, by or on behalf of the Company will be sent at the risk of the person(s) entitled hereto (m) Agree, on request by the Company or at its discretion on behalf of the Company, to disclose promptly in writing to it, any information which it may reasonably request in connection with your application and authorise it to disclose any information relating to your application as it considers appropriate (n) Warrant that no other application has been made by you for your own account or by another person on your behalf or for your benefit and with your knowledge for such purpose or, if you are applying as agent or nominee of another person, that no other application is being made by you (not being an application as aforesaid) as an agent or nominee for another person, that such other person is not, to your knowledge, acting in concert with any other person or persons aforesaid agree that all applications, acceptances of applications and contracts resulting there-from under the Offer shall be governed by and construed in accordance with English Law, and that you submit to the jurisdiction of the English courts and agree that nothing shall limit the right of the Company to bring any action, suit, claim or proceedings arising out of or in connection with any such applications, acceptances of applications and contracts in any other manner permitted by law or in any court of competent jurisdiction (o) Warrant and declare that you are not connected with the Company and will notify the Company in writing immediately if I become so connected as defined in section 291 of the ICTA.

Fundamentally Games Ltd (previously Last Mile Games Ltd) 22 Company no. 11701663 Fundamentally Games Ltd (previously Last Mile Games Ltd) Information Memorandum

CONTACTS

If you have any questions regarding any of the information contained in this Information Memorandum, please don’t hesitate to contact Fundamentally Games Ltd:

Ella Romanos, Director Email: [email protected] Phone: +44 (0) 7971 252433

Fundamentally Games Ltd (previously Last Mile Games Ltd) 23 Company no. 11701663