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20. SUBSEQUENT EVENTS

Events following the year-end that provide additional information about the Group’s position at the reporting date and are adjusting events are reflected in the financial statements. Events subsequent to the year-end that are not adjusting events are disclosed in the notes when material.

As stated in the announcement by the Group on 29 May 2024 we are in discussions with parties relating to a potential reverse takeover, non-binding heads of terms have been signed. These discussions continue and further announcements will be made in due course. A further announcement on 03 June 2024 stated that Ecap Esports Ltd had agreed to loan the Company the sum of £250,000, the proceeds of which will be ring fenced to cover costs associated with the proposed reverse takeover, should the transaction not occur. As announced in March 2024 Mr C Johnson introduced £99,550 into Trafalgar by way of a loan being the consideration he received for the 2022 Conversion Shares. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company. At the date of these financial statements this CLN has not yet been signed.

2024 CLN Issue

Further to the conversion of 2022 CLN, in order to provide additional funds to the Company, Mr C Johnson has agreed to reinvest the entirety of the £99,550 consideration he will receive for the 2022 Conversion Shares back into the Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company.

As per Company Act 2006, the Company is required to convene a general meeting in order to undertake a share reorganisation (the "Reorganisation"). A circular ("Circular") containing further details of the Reorganisation and notice of the general meeting to approve the resolutions is required to implement the Reorganisation, and was expected to be published and dispatched to Trafalgar’s shareholders last 31 May 2024, but a postponement was announced on 30 May 2024 following a disclosure dated 29 May 2024 regarding a discussion on a potential reverse takeover and that its shares is being suspended from trading on AIM, thereby postponing the posting of the said Circular for the required general meeting.

New Loan Agreement with Ecap Esports Ltd.

On 3 June 2024, the Group announced that it has entered into a loan agreement with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports has agreed to loan the Company the sum of £250,000, the proceeds of which will be ringfenced to cover costs associated with the recently announced proposed reverse takeover, should the transaction not occur. In the event the proposed transaction does not complete, any funds remaining following payment of all accrued transaction fees shall be returned to the lender. The loan bears no interest.

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