Completion of Acquisition & Board Appointment

3 July 2025

Pri0r1ty Intelligence Group PLC

("Pri0r1ty" or the "Company")

Completion of Halfspace Acquisition,

Appointment of Director

&

Total Voting Rights

Further to the announcement of 9 June 2025, Pri0r1ty Intelligence Group PLC (AIM: PR1), a pioneer in AI-driven professional growth services for SMEs, is pleased to announce that completion of the acquisition of Halfspace Limited ("Halfspace"), a London-based sports data and marketing business, will take place tomorrow, 4 July 2025 ("Completion"). Accordingly, the Company has today agreed to issue and allot the 15,384,621 Initial Consideration Shares to the Halfspace Vendors.

Founded in 2018, Halfspace is a multi-award-winning, data driven, marketing and technology business which primarily operates in the sports and entertainment sectors. Its customer base includes and has included Premier League football clubs, motorsports teams, sports leagues, national governing bodies, sporting federations, digital media businesses, and direct-to-consumer platforms.

Halfspace places technology onto the digital properties of its clients to scale data capture on fanbases, build deep analysis of the fanbases and then utilise the resulting data in digital marketing campaigns or consultative projects, typically to drive client revenue opportunities.

The acquisition of Halfspace is expected to expand the deployment of Pri0r1ty AI products into a new sector and accelerate the growth of Halfspace and deliver cross-selling opportunities between the businesses.

Appointment of Rory Maxwell as a Director

Pursuant to the Acquisition, Pri0r1ty is further pleased to announce that Rory Maxwell, the CEO of Halfspace, has been appointed as an executive director of the Company in the role of Chief Operating Officer with effect from Completion. Rory has over 20 years' experience in the sports industry, having seen the full effect of change on the sector with roles at IMG Media and agency giant WPP. He co-founded Halfspace in 2018 with Sanjit Atwal and Stephen Schindler, who have both joined the enlarged business.

Further information regarding the appointment of Mr Maxwell in accordance with paragraph (g) of Schedule Two of the AIM Rules for Companies (the "AIM Rules") is set out in the appendix of this announcement.

Total Voting Rights

Application has been made to the London Stock Exchange for the Initial Consideration Shares to be admitted to trading on AIM (the "Admission"). Admission, and therefore Completion, is expected to occur at 8.00 a.m. on 4 July 2025.

Following Admission, the Company's total issued share capital will consist of 160,440,320 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.

PDMR Shareholdings

Following the issue of the Initial Consideration Shares, the following Directors and PDMRs shareholdings will be as follows:

*James Sheehan's interest in the Company is held through Sport Media Ventures Ltd of which James Sheehan is a director and 36.42% shareholder and The Equities Exchange Limited, in which he holds an indirect interest of 50%.

James Sheehan, CEO of Pri0r1ty, commented:

"We are delighted to formally join forces with the Halfspace team to create a powerful expanded offering of Ai and data driven services to SMEs and global sports and entertainment brands. Halfspace has a strong existing customer base with some extremely exciting new revenue generating opportunities on the immediate horizon. We expect the combination of our businesses will in time be enormously value accretive to Pri0r1ty's shareholders which now includes the Halfspace Vendors."

Capitalised terms used herein without definition shall have the same meanings given to them as in the 9 June 2025 announcement.

For further information, please contact:

Pri0r1ty Intelligence Group PLC

James Sheehan, Chief Executive Officer

Email: [email protected]

Tel: +44 (0)20 8064 3554

Nominated Adviser

Beaumont Cornish Limited

James Biddle / Roland Cornish

Email: [email protected]

Tel: +44 (0)20 7628 3396

Joint Broker

Allenby Capital Limited

Kelly Gardiner / Jeremy Porter/ Piers Shimwell

Tel: +44 (0)20 3328 5656

Joint Broker

Oak Securities

Hugh Rich / Mungo Sheehan

Tel: +44 (0) 20 3973 3678

Investor Relations

Vigo Consulting

Ben Simons / Amelia Thorn

Email: [email protected]

Tel: +44 (0)20 7390 0230

About Pri0r1ty Intelligence Group PLC

Pri0r1ty Intelligence Group is an AI company transforming professional growth services for SMEs. As an SME, Pri0r1ty understands the unique challenges faced by smaller businesses and has developed an AI Software-as-a-Service (SaaS) platform tailored to meet these 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, the company empowers SMEs to streamline operations and focus on growth.

Website: https://www.pri0r1ty.com

LinkedIn: https://www.linkedin.com/company/pri0r1ty-ai-plc/

X: https://x.com/WearePri0r1ty

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.

Important Notice:

Pri0r1ty Intelligence Group PLC (the Company) will hold a proportion of its treasury reserves and surplus cash in Bitcoin. Bitcoin is a type of cryptocurrency or cryptoasset. Whilst the Board of Directors of the Company considers holding Bitcoin to be in the best interests of the Company, the Board remains aware that the FCA considers investment in Bitcoin to be high risk. At the outset, it is important to note that an investment in the Company is not an investment in Bitcoin, either directly or by proxy. However, the Board of Directors of the Company consider Bitcoin to be an appropriate store of value and growth for the Company's reserves and, accordingly, the Company is materially exposed to Bitcoin.

The Company is neither authorised nor regulated by the FCA. And cryptocurrencies (such as Bitcoin) are unregulated in the UK. The value of Bitcoin can go down as well as up, and therefore the value of the Company's Bitcoin holdings can fluctuate. The Company may not be able to realise its Bitcoin exposure for the same as it paid in the first place or even for the value the Company ascribes to its Bitcoin positions due to these market movements.

Nevertheless, the Board of Directors of the Company has taken the decision to invest in Bitcoin, and in doing so is mindful of the special risks Bitcoin presents to the Company's financial position. These risks include (but are not limited to): (i) the value of Bitcoin can be highly volatile, with value dropping as quickly as it can rise. Investors in Bitcoin must be prepared to lose all money invested in Bitcoin; (ii) the Bitcoin market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its Bitcoin at will. The ability to sell Bitcoin depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. The Board of Directors of the Company does not subscribe to such a negative view, especially in relation to Bitcoin. However, prospective investors in the Company are encouraged to do your own research before investing.

Appendix - Regulatory disclosures (in accordance with Rule 17 and Schedule two paragraph (g) of the AIM Rules)

Save for the information set out above and below, there are no further disclosures to be made in accordance with Rule 17 and Schedule Two paragraph(g) of the AIM Rules in respect of the appointments of Rory Maxwell. 

Full name: Rory Nairn Maxwell

Age: 47 years old

Current Directorships/Partnerships

Halfspace Limited

Islay Energy Community Benefits Society

RS Sport Limited

E-City GP

Past Directorships/Partnerships (within 5 years)

Halfspace Group PLC

Shareholding disclosure: Mr Maxwell is a Halfspace Vendor and therefore a recipient of Initial Consideration Shares and will, following Completion, hold 3,451,239 Ordinary Shares in the Company.