Completion of £1.05 million fundraise

PRI0R1TY INTELLIGENCE GROUP PLC

("Pri0r1ty" or the "Company")

Completion of £1.05 million fundraise for corporate development, including one potential acquisition, and to assist with accelerating the Company's digital strategy

London, UK - 3 June 2025 - Pri0r1ty Intelligence Group PLC (AIM: PR1), a pioneering company in AI-driven professional growth services for small and medium enterprises (SMEs), is pleased to announce that it has successfully raised gross proceeds of £1,046,800 (before expenses) through a placing of new ordinary shares with institutional and sophisticated investors (the "Placing").

The Placing comprises the issue of 41,872,000 new ordinary shares of 0.3 pence each (the "Placing Shares") at a price of 2.5 pence per share, representing an approximate 31% discount to the closing price on 2 June 2025. The Placing Shares represent approximately 43.3% of the Company's existing share capital.

Use of Proceeds

The net proceeds from the Placing will be allocated to support the Company's ongoing business operations thereby seeking to capitalise on the numerous client acquisition opportunities available as well as funding growth opportunities including a potential corporate acquisition, further details of which are set out below.

The Company may also, subject to regulatory approval, as required, deploy a small portion of the capital raised toward the implementation of Pri0r1ty's recently disclosed treasury management policy, which has been expanded to include the way the Company manages and holds cryptocurrencies such as Bitcoin and certain stable coins. Since announcing the acceptance of customer payments using Bitcoin in partnership with Coinbase Commerce on 29 May 2025 the Company has seen notable new interest. The placing funds will allow the company to further explore how to leverage the new relationship with Coinbase Commerce and advance the integration of cryptocurrency functionality into its core technology offering. 

Corporate Acquisition

The Company has signed a non-binding term sheet to acquire Halfspace Limited ("Halfspace"), an award-winning sports data management business, in an all-share deal. The potential acquisition would build on the Company and Halfspace's existing "Capitano" joint venture as announced on 5 March 2025. Pursuant to the terms of the non-binding term sheet, the Company would issue a total of 30,769,232 Ordinary Shares, representing approximately 31.82% of the Company's existing issued share capital (excluding the Placing Shares and the Fee Shares (defined below), at the closing price immediately prior to signing the SPA as consideration for Halfspace.

The acquisition remains subject to satisfaction of certain conditions including due diligence, execution of a mutually agreed share purchase agreement ("SPA") and, to the extent required, shareholder approvals. The Company will provide further details, including those required under AIM Rule 12, on the proposed acquisition of Halfspace should the transaction proceed and the SPA be entered into.

Appointment of Joint Broker

Oak Securities is acting as agent for and on behalf of the Company in connection with the Placing and has been appointed as joint broker to the Company, such appointment to take effect immediately.

As part of its Broker fee, Oak Securities has agreed to receive 2,400,000 new ordinary shares of 0.3p each at the Placing Price in lieu of cash settlement ("Broker Fee Shares"). Additionally, subject to appropriate authorities being granted at the next general meeting of the Company, Oak Securities shall be granted 3,140,400 warrants in respect of ordinary shares of 0.3p each, exercisable at the Placing Price.

Issue of Fee Shares

In addition to the Broker Fee Shares, the Company has agreed to issue 4,080,000 new ordinary shares of 0.3p each at the Placing Price to certain other service providers of the Company in lieu of cash settlement ("Other Fee Shares" and together with the Broker Fee Shares, the "Fee Shares").

James Sheehan, CEO of Pri0r1ty, commented:

"This fundraising represents an important step in Pri0r1ty's evolution as we continue to position ourselves at the forefront of technological innovation. The potential acquisition of Halfspace alongside our existing business growth opportunities and potentially, expanded treasury management strategy, reflects our commitment to exploring cutting-edge technologies and businesses that complement our AI expertise. We look forward to positioning the Company as a group structure spanning, AI, Big Data and Digital Assets with the ability to be nimble and integrate new technologies such as cryptocurrency as our customer needs mature.

"The proceeds will enable us to explore new opportunities for value creation while maintaining focus on our established AI platform business."

"We believe that adopting a progressive approach to treasury management, combined with our continued investment in AI technology development, positions Pri0r1ty well for sustainable growth."

Total Voting Rights

Application will be made to the London Stock Exchange for the Placing Shares and Fee Shares to be admitted to trading on AIM (the "Admission"). Admission is expected to occur at 8.00 a.m. on 9 June 2025.

Following Admission, the Company's total issued share capital will consist of 145,055,699 ordinary shares with voting rights attached. The Company does not hold any ordinary shares in treasury.

This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

About Pri0r1ty Intelligence Group PLC

One of the few companies to list on AIM last year, Pri0r1ty Intelligence Group is an AI company providing professional growth services for SMEs. As an SME, Pri0r1ty understands the unique challenges facing smaller businesses and has developed an AI Software-as-a-Service (SaaS) platform tailored to meet their needs. Pri0r1ty's platform offers cost-effective solutions that automate essential services like social media management, investor relations, and corporate governance. By reducing reliance on expensive external providers, Pri0r1ty empowers SMEs to streamline operations and focus on growth.

If you would like to explore how Pri0r1ty AI can help drive time and cost efficiency for your business, contact [email protected]

For further information, please contact:

Pri0r1ty Intelligence Group PLC James Sheehan, Chief Executive OfficerEmail: [email protected]

Nominated Adviser Beaumont Cornish LimitedJames Biddle/ Roland CornishEmail: [email protected]: +44 (0) 20 7628 3396

Joint Broker Allenby Capital LimitedKelly Gardiner/ Jeremy Porter/ Piers ShimwellTel: +44 (0) 20 3328 5656

Joint Broker Oak SecuritiesHugh Rich/Mungo SheehanTel: +44 (0) 20 3973 3678

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated Adviser and is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other person for providing the protections afforded to customers of Beaumont Cornish nor for advising them in relation to the transaction and arrangements described in the announcement or any matter referred to in it.