Winking Studios Announces Strategic Acquisition of Ampera and Major Leadership Appointment

Key Highlights

• Acquisition of Ampera: Winking Studios Limited has entered into a share purchase agreement to acquire 100% of Studios Ampera Inc., a Quebec-based game development and art outsourcing studio.
• Leadership Strengthening: Upon completion, Claude Bordeleau, founder of Ampera and former senior leader at Keywords Studios, will join Winking Studios as Chief Revenue Officer (CRO), reporting directly to CEO Johnny Jan.
• North American Platform: Ampera will serve as the Group’s initial North American operational platform, accelerating Winking Studios’ expansion in Western markets.
• Consideration: The transaction involves CAD525,010 in cash (approx. US\$379,845 or £285,343) and deferred issuance of 10 million new Ordinary Shares, subject to conditions. Up to 35 million new Ordinary Shares may be issued contingent upon performance milestones.
• Revenue Impact: The acquisition is expected to be accretive to Group revenue in FY2026 and is part of a longer-term strategy to scale contributions over time, with a typical payback period of 2-3 years for expansion investments.

Strategic Context and Rationale

Winking Studios is making a significant move to strengthen its market presence in North America and Europe. The acquisition of Ampera, coupled with the appointment of Claude Bordeleau as CRO, is a direct response to increasing outsourcing demand and improved market conditions. This transaction advances a strategic priority highlighted during Winking Studios’ dual listing on the AIM segment of the London Stock Exchange, aiming to broaden customer reach and deepen relationships with major game publishers and developers.

Ampera, founded in November 2025, has already secured initial commercial traction and is actively engaged in projects with several mid-to-large scale game developers and publishers. The studio, with a team of 18 employees, will be fully integrated into Winking Studios, providing leadership and operational capabilities for further expansion.

Transaction Details

• Purchase Consideration: CAD525,010 in cash and 10 million deferred Ordinary Shares. If performance milestones are met (cumulative adjusted EBITDA of approx. US\$33 million from 2026 to 2031 and share price targets), up to an additional 35 million Ordinary Shares may be issued.
• Share Capital Impact: The issuance of Consideration Shares will represent approximately 2.21% of the enlarged issued share capital (excluding additional performance shares).
• Completion Timeline: Acquisition completion is expected in April 2026, subject to customary closing conditions including employment agreements, confidentiality, non-compete and proprietary rights agreements, and operational integration.
• Independent Valuation: The fair value of Ampera’s shares was independently assessed between US\$1.84 million and US\$2.23 million, substantially above book value, reflecting future income flows and market potential.

Financial Effects

• Net Tangible Assets (NTA): NTA per share decreases from 7.45 US cents to 6.75 US cents post-acquisition, primarily due to the issuance of new shares.
• Earnings Per Share (EPS): EPS falls slightly from 0.07 US cents to 0.06 US cents, reflecting initial losses from Ampera as it is in early stages of commercial ramp-up.
• Share Capital: Issued share capital increases from 441.9 million to 486.9 million shares; share capital rises from US\$13.41m to US\$14.82m.

Performance and Incentive Arrangements

The Company has entered into performance unit agreements with Ampera founders and intends to grant both performance share units (up to 25 million) and restricted share units (up to 10 million) to key employees, contingent upon KPIs and service periods. This aims to incentivise performance and retention as Winking Studios expands its North American footprint.

Implications for Shareholders

• Potential Share Dilution: Significant new share issuance may dilute existing shareholders’ stakes, especially if all performance milestones are met.
• Revenue Growth Opportunity: If Ampera’s ramp-up is successful, Winking Studios could see substantial revenue growth and enhanced commercial presence in Western markets. This could positively affect share price if targets are achieved.
• Leadership Strength: The appointment of Claude Bordeleau, with proven industry experience and relationships, is expected to drive business development and customer engagement.
• Risks: Initial losses at Ampera and increased marketing investment may weigh on short-term earnings. Shareholders should note the typical 2-3 year payback period for expansion investments.
• Price Sensitivity: The transaction, new leadership, and expansion in North America are material developments that could impact the Company’s share price, especially as performance milestones and integration outcomes become clear.

Next Steps and Shareholder Guidance

Completion is expected in April 2026, with further updates to be announced as integration progresses and performance milestones are met. Shareholders and potential investors are advised to monitor these developments closely and exercise caution when trading, as there is no assurance that all business activities or targets will materialise.

Conclusion

Winking Studios’ acquisition of Ampera and the appointment of Claude Bordeleau as CRO mark a transformative step in the Company’s strategy to accelerate growth in Western markets. The transaction is material, both in terms of financial impact and leadership enhancement, and is likely to be closely watched by investors given its potential to drive revenue growth and market expansion. However, initial financial effects suggest dilution and short-term earnings impact, so ongoing performance and integration will be key determinants of future share value.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Shareholders and investors should consult their legal, financial, tax, or other professional advisers before making any investment decisions. The information is based on public disclosures by Winking Studios Limited and is subject to change as further updates are announced.

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