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Warthog PLC (WHOG)


Monday 23 February, 2004

Warthog PLC

Issue of Equity

Warthog PLC
23 February 2004

                                   Warthog plc

      Rights Issue to Raise Approximately £1.47 Million Before Expenses

Warthog announced on 30 January 2004 that it  proposed to raise £4.15 million
(after expenses) by way of a Placing of 225,000,000 Ordinary Shares at 2 pence
per Ordinary Share.  At that time it also said that it planned to undertake a
non-underwritten rights issue on the basis of 3 New Rights Shares at a price of
2p per Ordinary Share for every 2 Ordinary Shares.  Today it has announced that
this rights issue will go ahead and that a prospectus containing details of the
rights issue along with Provisional Allotment Letters will be posted to
Shareholders today.

The issue of up to 73,562,166 New Rights Shares pursuant to the Rights Issue
will raise, in aggregate, up to approximately £1.47 million before expenses. It
is expected that any shares taken up under this Rights Issue will qualify for
Enterprise Investment Scheme ('EIS') tax reliefs. The Rights Issue is not being

In addition to taking up their rights Qualifying Shareholders will be able to
subscribe for additional shares also at 2p per share by applying to take up any
Rights Shares unsubscribed for.  Since the Directors and some institutional
shareholders participated in the Placing and will not therefore be taking up
their rights there will be a substantial number of shares available to
Qualifying Shareholders who wish to take advantage of this share issue to
participate further in the Company at 2p per share.

The net proceeds of the Placing will be approximately £4.15 million which shall
be augmented by the proceeds of the Rights Issue. The Directors estimate that
approximately £1.5 million will be invested in the development of games
alongside the owners of valuable IP licences, £1.0 million will be required to
strengthen the Group's balance sheet and the balance will be used to satisfy the
general working capital requirements of the Group.

Expected Timetable for the Rights Issue

Record Date                                                     18 February 2004

Dispatch of Provisional Allotment Letters  (PALs)               23 February 2004

Dealing commence in Nil and Fully Paid Rights                   24 February 2004

Latest time and date for splitting PALs               3.00 p.m. on 15 March 2004

Latest time and date for acceptance, payment in full  9.30 a.m. on 17 March 2004

Latest time and date for registration of renunciation  3.00 p.m. on 7 April 2004

CREST accounts credited                                             8 April 2004

Dispatch of share certificates                                     15 April 2004

This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, the Nil Paid Rights or
the Fully Paid Rights (the 'Securities'). Any purchase of, or application for,
securities in the Rights Issue should only be made on the basis of information
in the Prospectus and any supplement thereto. None of the Nil Paid Rights, the
Fully Paid Rights, the New Ordinary Shares nor the Provisional Allotment Letters
have been or will be registered under the United States Securities Act of 1933,
as amended (the 'Securities Act'), or qualified for sale under the securities
laws of any state of the United States or of any province or territory of
Australia, Canada, Japan, South Africa or Ireland and, accordingly, unless a
relevant exemption from the requirements of those jurisdictions is available,
they may not be offered, sold, taken up, delivered, renounced or transferred
directly or indirectly in or into Australia, the United States, Canada, Japan,
South Africa or the Republic of Ireland. No prospectus in relation to the New
Ordinary Shares has been lodged with, nor has the offer or sale of the new
Ordinary Shares been registered by the United States Securities and Exchange
Commission, the Australian Securities & Investment Commission or any securities
authority in Canada, Japan, South Africa or Ireland. Overseas Shareholders and
any person (including, without limitation, nominees and trustees) who has a
contractual or other legal obligation to forward this document to a jurisdiction
outside the UK should seek appropriate advice before taking any action. The
attention of Overseas Shareholders is specifically drawn to the paragraph
entitled 'Overseas Shareholders' in paragraph 14 of Part II of the Prospectus.


Kirsty Black      Merlin                                           020 7653 6620

Harry Dutson     Acorn Corporate Finance Limited                   0870 122 5420

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