Issue of Shares - Replacement

The following amendment has been made to the 'Issue of Shares' announcement released on 18 April 2018 at 8.00am under RNS No 2452L.

Paragraph four: Admission of the new Ordinary Shares changed to 19 April 2018.

All other details remain unchanged.

The full amended text is shown below.

Be Heard Group plc ("Be Heard", "the Group")

Issue of Shares

Be Heard Group plc (AIM: BHRD), the digital marketing group, announces that earnout payments in respect of MMT Group and agenda21 have been paid following completion of the audited accounts for the year ended 31 December 2017.

Under the terms of the MMT Limited earnout arrangements; the revisions to which were announced on 25 August 2017, a total earnout payment of £3,233,333 is payable satisfied as to £2,101,666 in cash and by the issue of 31,877,944 new ordinary shares at a price of 3.55 pence per ordinary share.

Under the terms of the agenda21 acquisition agreement, a total earnout payment of £2,301,452 is payable satisfied as to £1,495,944 in cash and by the issue of 26,952,693 new ordinary shares at a price of 2.9886 pence per share.

Application has been made to the London Stock Exchange for the admission of the 58,830,637 new ordinary shares of one penny each ("Ordinary Shares") to trading on AIM. Admission of the new Ordinary Shares is expected to take place on 19 April 2018 ("Admission"). The total shares in issue following Admission will be 1,040,778,370 Ordinary Shares. Following Admission, the Enlarged Share Capital will consist of 1,040,778,370 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.

The above 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 to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.