Agreement

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

2 February 2021

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Equity Subscription Agreement

Dev Clever (LSE: DEV), a leading developer of online and immersive career guidance and development platforms and consumer engagement experiences, is pleased to announce that it has entered into a material Equity Subscription Agreement ("Agreement") with One Nine Two Pte Limited ("the Investor") raising up to £10 million.

The key terms of the Agreement are as follows:

§ An initial subscription for 20 million ordinary shares at 20 pence per share raising £4 million ("Initial Subscription"), conditional only on shareholder approval. It is anticipated that this subscription will be completed within five working days following the completion of a General Meeting to be held by the Company during February 2021;

§ A further subscription for 20 million ordinary shares at 30 pence per share raising £6 million ("Further Subscription") to be automatically completed once the mid-market share price of Dev Clever has closed at or above 34.0 pence per share for five consecutive trading days, subject to the publication by the Company of an FCA approved prospectus. The Further Subscription agreement is valid for a period of nine months from the closing of the Initial Subscription; and

§ The grant by the Company to the Investor of a warrant ("Warrant") over 40 million ordinary shares with an exercise price of 50 pence per share. The Warrant grant is subject to the completion of the Further Subscription and can be exercised in whole or in part at any time until the second anniversary of the completion of the First Subscription.

The Investor has the right to assign all or part of the Initial Subscription and the Further Subscription, (in whole or in part), with the prior written consent of the Company, such consent not to be unreasonably withheld. The Warrant is freely transferable in whole or in part without the consent of the Company.

Dev Clever will use the additional equity funds to support the further acceleration of its stated growth strategy, including the ongoing development of the Company's marketing efforts in India in line with the rollout and implementation strategy with NISA, and to further support the Company's distribution, alongside Lenovo, in the United States, Canada and the United Kingdom.

The Company will shortly send a circular to shareholders to convene a General Meeting to approve the authority to allot the shares to be issued under the Agreement. A further announcement will be made in due course.

Chris Jeffries, Chief Executive Officer of Dev Clever, commented:

"We are encouraged by the growing interest from institutional investors and their support for our ambitious growth plans. The recent changes to the existing ICJL equity funding arrangements combined with today's equity subscription agreement will allow us to substantially accelerate our initiatives in a controlled and disciplined manner. We believe that Dev Clever has the potential to emerge as one of the clear market leaders in the EdTech space globally."

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For further information please contact:

Notes to Editors

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core platforms:

Educate Division:

Careers guidance and recruitment solution that offers secondary schools, colleges, universities, apprenticeship providers and employers with a range of digital products to more efficiently recruit and develop applicants and skills within their institutions and organisations.

Agency Services:

The Company's agency services division provides customers from the retail, brand and hospitality sectors with bespoke application and customisation of the Group's proprietary cloud-based products in order to increase consumer engagement, transactional efficiencies and enhance customer experience within their venues, our products include:

Engage: a proprietary cloud-based gamification solution that offers brands and retailers a range of products to drive higher levels of consumer engagement via the use of digitally redeemable incentives at the same time as fully controlling spend.

PubPal: a proprietary, cloud based mobile, contactless ordering and payment product developed to support the independent hospitality sector. Offered as a Software-as-a-Service ("SaaS") platform, PubPal is a stand-alone product that provides venue operators with a light touch mobile ordering system that doesn't require customers to download a mobile app. PubPal is an easy to implement solution that requires no upfront cost or the need for operators to have compatible Electronic Point of Sale software.

Experience: a multi-user virtual reality (VR) framework and augmented reality framework that enables customers of our Engage and Educate channels to extend their customer and student experiences through VR.

For further information, please visit www.devcleverholdingsplc.com.