GCL Global Holdings Enter Into Securities Purchase Agreement With ATW Partners For Issuance Of Senior Unsecured Convertible Notes; To Issue Initial Note In Aggregate Original Principal Amount Of $2.9M At Price Of $2.61M

GCL Global Holdings Ltd (NASDAQ:GCL) ("GCL" or the "Company"), a leading provider of games and entertainment, today announced that it has entered into a securities purchase agreement (the "SPA") with ATW Partners (the "Investor") for the issuance of senior unsecured convertible notes, through a facility of up to $45.5 million.

Pursuant to the SPA, the Company will issue an initial note in the aggregate original principal amount of $2,900,000, at a purchase price of $2,610,000. GCL has the right to require the Investor to purchase additional notes in the aggregate original principal amount of up to $42,600,000, at a purchase price of $38,340,000 under the facility, subject to satisfaction of certain conditions specified in the SPA. The Notes will have a three-year term and bear interest at 6% per annum, payable monthly, at GCL's option, in cash or, provided that certain conditions are met, in GCL's ordinary shares. The proceeds shall be used for general corporate and working capital purposes.