Proposed cancellation of admission to AIM

27 March 2025

For immediate release

ADVFN PLC

("ADVFN" or the "Group")

Proposed Cancellation of Admission of Ordinary Shares to Trading on AIMReregistration as a Private Limited CompanyAmendment to the Articles of AssociationandNotice of General Meeting

Introduction

The Board of ADVFN today announces that the Directors have, after careful consideration, concluded that, for the reasons set out in the letter from the Chief Executive Officer which has been reproduced in full in Appendix I of this announcement, it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the cancellation of admission of the Ordinary Shares to trading on AIM and for the Company to be reregistered as a private limited company (the "Proposals"). In accordance with Rule 41 of the AIM Rules, the Company is notifying the London Stock Exchange of the proposed effective date of the Cancellation if the Resolutions are passed at the General Meeting.

A circular ("Circular") will be sent to Shareholders today, setting out the background to and reasons for the Proposals. The Company is seeking Shareholder approval for the Cancellation and Reregistration at the General Meeting, which has been convened for 10 a.m. on 25 April 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA. The Company is also seeking Shareholder approval at the General Meeting for the amendment of the Current Articles.

A copy of the Circular and the Amended Articles will be made available later today on the Company's website at www.advfnplc.com

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00am on 6 May 2025. Pursuant to Rule 41 of the AIM Rules, the Cancellation Resolution is conditional on the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at Part VII of the Circular.

Reasons for Cancellation, Reregistration and adoption of Amended Articles

As described in detail in the letter from the Chief Executive Officer set out in Part IV of the Circular, and reproduced without amendment in Appendix I of this announcement, the Board has carefully reviewed and considered the benefits and drawbacks of remaining an AIM-quoted company.

As a result of this review, and following careful consideration, the Board believes the disadvantages associated with maintaining the admission of the Ordinary Shares to trading to be disproportionately high when compared to the perceived benefits of being quoted on AIM and has unanimously concluded that the proposed Cancellation and Reregistration are in the best interests of the Company and its Shareholders as a whole.

Dealings of Ordinary Share prior to and following the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the date of Cancellation. If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective.

The Company is seeking to make arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation if the Resolutions are passed. The Matched Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares would be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the trade. Shareholdings remain in CREST and can be traded during normal business hours through a UK regulated stockbroker. Should the Cancellation become effective, and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company website at https://www.advfnplc.com/.

It is intended that the Matched Bargain Facility will operate for a minimum of 6 months after the Cancellation. The Directors' current intention is that it will continue beyond that time, but Shareholders should note that there remains a risk that the Matched Bargain Facility may not have been put in place at the time of Cancellation, or if it is, it may not remain in place for an extended period of time and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to Shareholders at the relevant time.

There can be no guarantee as to the level of liquidity or marketability of the Ordinary Shares under the Matched Bargain Facility, or the level of difficulty for Shareholders seeking to realise their investment under the Matched Bargain Facility.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. The Board is making no recommendation as to whether or not Shareholders should buy or sell Ordinary Shares. In the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 2 May 2025 and that the effective time and date of the Cancellation will be 7.00 a.m. on 6 May 2025.

Expected timetable of principal events

All references to time in this document are to London time unless otherwise stated. The dates and times given below are based on the current expectations and may be subject to change. Events listed in the below timetable following the General Meeting are conditional on the Resolutions being passed at the General Meeting without amendment.

If any of the below times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service.

Appendices

The above summary should be read in conjunction with the full text of this announcement and the Circular, extracts from which are set out in the Appendices below. Please refer to Appendix I to this announcement which sets out further details of the Proposals, as extracted from the Circular.

Unless otherwise stated, capitalised terms in this announcement have the meanings ascribed to them in Appendix II to this announcement and in the Circular. References to 'this Document' refer to the Circular.

A copy of this announcement is available on the Company's website, www.advfnplc.com.

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 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person who arranged for the release of this announcement on behalf of the Company was Amit Tauman, Director.

For further information please contact:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. 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 persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

APPENDIX I

EXTRACTS FROM THE CIRCULAR TO SHAREHOLDERS

"PART III

LETTER FROM THE NON-EXECUTIVE CHAIR

1. Introduction

The Company announced on 27 March 2025 that the Directors have, after careful consideration, concluded that, for the reasons set out in the letter from the Chief Executive Officer set out in Part IV of this document, it is in the best interests of the Company and its Shareholders to seek Shareholder approval for the cancellation of admission of the Ordinary Shares to trading on AIM and for the Company to be reregistered as a private limited company. In accordance with Rule 41 of the AIM Rules, the Company has notified the London Stock Exchange of the proposed effective date of the Cancellation if the Resolutions are passed at the General Meeting.

The Company is seeking Shareholder approval for the Cancellation and Reregistration at the General Meeting, which has been convened for 10 a.m. on 25 April 2025 at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA. The Company is also seeking Shareholder approval at the General Meeting for the amendment of the Current Articles.

If the Cancellation Resolution is passed at the General Meeting, it is anticipated that the Cancellation will become effective at 7.00 a.m. on 6 May 2025. Pursuant to Rule 41 of the AIM Rules, the Cancellation Resolution is conditional on the approval of Shareholders holding not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting, notice of which is set out at Part VII of this document.

The purpose of this document is to seek Shareholder approval for the Resolutions, to provide information on the background and reasons for the proposed Cancellation, Reregistration and associated adoption of the Amended Articles, to explain the consequences of the Resolutions and provide reasons why the Directors unanimously consider the Resolutions to be in the best interests of the Company and its Shareholders as a whole and are recommending that Shareholders vote in favour of the Resolutions.

The Notice of General Meeting is set out at Part VII of this document.

2. Reasons for Cancellation, Reregistration and adoption of Amended Articles

As described in detail in the letter from the Chief Executive Officer set out in Part IV of this document, the Board has carefully reviewed and considered the benefits and drawbacks of remaining an AIM-quoted company.

As a result of this review, and following careful consideration, the Board believes the disadvantages associated with maintaining the admission of the Ordinary Shares to trading to be disproportionately high when compared to the perceived benefits of being quoted on AIM and has unanimously concluded that the proposed Cancellation and Reregistration are in the best interests of the Company and its Shareholders as a whole.

3. Process for and principal effect of the Cancellation

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares if the Cancellation is approved and becomes effective. Such Shareholders may consider selling their interests in the market prior to the Cancellation becoming effective. However, should the Cancellation become effective, the Company intends to implement a Matched Bargain Facility with a third party which would facilitate Shareholders buying and selling Ordinary Shares on a matched bargain basis following Cancellation.

Under Rule 41 of the AIM Rules, it is a requirement that the Cancellation Resolution must be approved by not less than 75 per cent. of the votes cast by Shareholders (whether present in person or by proxy) at the General Meeting. The Company is also required to give the London Stock Exchange at least 20 clear Business Days' notice of the Cancellation. In addition, the Cancellation will not take effect until at least 5 clear Business Days have passed following the approval of the Cancellation Resolution. If the Cancellation Resolution is passed at the General Meeting, it is proposed that the last day of trading in the Ordinary Shares on AIM will be 2 May 2025 and that the Cancellation will take effect at 7.00 a.m. on 6 May 2025.

If the Cancellation becomes effective, Beaumont Cornish Limited will cease to be the nominated adviser of the Company and the Company will no longer be required to comply with the AIM Rules. However, the Company will remain subject to the Takeover Code, details of which are set out in Part V of this document.

The principal effects that the Cancellation would have on Shareholders are as follows:

● as a private company, there will be no formal market mechanism enabling Shareholders to trade Ordinary Shares (other than any limited off-market mechanism provided by the Matched Bargain Facility), and no price will be publicly quoted for the Ordinary Shares;

● it is possible that, following the publication of this document, the liquidity and marketability of the Ordinary Shares may be significantly reduced and the current secondary market value of them may be adversely affected as a consequence;

● in the absence of a formal market and quoted price, it may be difficult for Shareholders to determine the market value of their investment in the Company at any given time, and there is no guarantee that Shareholders will be able to realise their investment in the Company following the Cancellation, compared to shares of companies admitted to trading on AIM (or any other recognised market or trading exchange);

● the regulatory and financial reporting regime applicable to companies whose shares are admitted to trading on AIM will no longer apply, albeit the Company will remain subject to the Takeover Code for the period, and on the basis, outlined in paragraph 6 of this Part III below;

● Shareholders will no longer be afforded the protections given by the AIM Rules, such as the requirement to be notified of price sensitive information or certain events and the requirement that the Company seek Shareholder approval for certain corporate actions, where applicable, including reverse takeovers and fundamental changes in the business of the Company, including certain acquisitions and disposals;

● the levels of disclosure and corporate governance within the Company may not be as stringent as for a company quoted on AIM;

● the Company will no longer be subject to UK MAR regulating inside information and other matters;

● the Company will no longer be required to publicly disclose any change in major shareholdings in the Company under the Disclosure Guidance and Transparency Rules;

● Beaumont Cornish Limited will cease to be the nominated adviser of the Company and the Company will no longer have a nominated adviser or a broker after the Cancellation;

● whilst the CREST facility of the Company will remain in place immediately post the Cancellation, it may be cancelled in the future and, although the Ordinary Shares will remain transferrable, they may cease to be transferable through CREST (in which case, Shareholders who hold Ordinary Shares in CREST will receive share certificates);

● stamp duty may be due on transfers of shares and agreements to transfer shares unless a relevant exemption or relief applies to a particular transfer; and

● the Cancellation and Reregistration may have personal taxation consequences for Shareholders and those who are in any doubt about their tax position should consult with their own professional independent tax adviser.

For the avoidance of doubt, the Company will remain registered with the Registrar of Companies in accordance with, and subject to, the Companies Act, notwithstanding the Cancellation, Reregistration and associated adoption of the Amended Articles.

The Resolutions to be proposed at the General Meeting include the amendment of the Current Articles, with effect from the Reregistration. A copy of the Amended Articles accompanies this document and can be viewed at https://www.advfnplc.com/, and a summary of the principal differences between the Current Articles and the proposed Amended Articles is included in Part VI of this document.

The above considerations are not exhaustive, and all Shareholders should seek their own independent advice when assessing the likely impact of the Cancellation and of any possible tax effects on them.

The Company currently intends to continue to provide certain information, services and facilities to Shareholders following the Cancellation. The Company will:

● for at least 6 months following the Cancellation seek to make available to Shareholders, through JP Jenkins, the Matched Bargain Facility which would allow Shareholders to buy and sell Ordinary Shares on a matched bargain basis following the Cancellation;

● continue to communicate information about the Company (including annual accounts) to its Shareholders, as required by the Companies Act; and

● continue, for at least 12 months following the Completion, to maintain its website https://www.advfnplc.com/ and to post updates on the website from time to time, although Shareholders should be aware that there will be no obligation on the Company to include all of the information required under the Disclosure Guidance and Transparency Rules, AIM Rule 26 or to update the website as currently required by the AIM Rules.

Shareholders should be aware that if the Cancellation takes effect, they will at that time cease to hold Ordinary Shares in a company whose shares are admitted to trading on AIM and the matters set out above will automatically apply to the Company from the date of the Cancellation.

4. Dealings of Ordinary Share prior to and following the Cancellation

Shareholders should note that they are able to continue trading in the Ordinary Shares on AIM prior to the date of Cancellation. If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective.

The Company is seeking to make arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of the Cancellation if the Resolutions are passed. The Matched Bargain Facility would be provided by JP Jenkins. JP Jenkins is an appointed representative of Prosper Capital LLP, which is authorised and regulated by the FCA.

Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares would be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that JP Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the trade. Shareholdings remain in CREST and can be traded during normal business hours via a UK regulated stockbroker. Should the Cancellation become effective, and the Company puts in place the Matched Bargain Facility, details will be made available to Shareholders on the Company website at https://www.advfnplc.com/.

It is intended that the Matched Bargain Facility will operate for a minimum of 6 months after the Cancellation. The Directors' current intention is that it will continue beyond that time, but Shareholders should note that there remains a risk that the Matched Bargain Facility may not have been put in place at the time of Cancellation, or if it is, it may not remain in place for an extended period of time and therefore inhibit the ability to trade the Ordinary Shares. Further details will be communicated to Shareholders at the relevant time.

There can be no guarantee as to the level of liquidity or marketability of the Ordinary Shares under the Matched Bargain Facility, or the level of difficulty for Shareholders seeking to realise their investment under the Matched Bargain Facility.

If Shareholders wish to buy or sell Ordinary Shares on AIM they must do so prior to the Cancellation becoming effective. The Board is however making no recommendation as to whether or not Shareholders should buy or sell Ordinary Shares. In the event that Shareholders approve the Cancellation, it is anticipated that the last day of dealings in the Ordinary Shares on AIM will be 2 May 2025 and that the effective time and date of the Cancellation will be 7.00 a.m. on 6 May 2025.

5. Process for the Reregistration

Following the Cancellation, the Directors believe that the requirements and associated costs of the Company maintaining its public company status will be difficult to justify and that the Company will benefit from the more flexible requirements and lower costs associated with private limited company status. It is therefore proposed to reregister the Company as a private limited company in accordance with the Companies Act. In connection with the Reregistration, it is proposed that the Amended Articles be adopted to reflect the change in the status of the Company to a private limited company. The principal effects of the Reregistration and amendment to the Current Articles on the rights and obligations of Shareholders and the Company are summarised in Part VI of this document. A copy of the Amended Articles accompanies this document and can be found at https://www.advfnplc.com/.

Under the Companies Act and the Current Articles, the Registration and the amendment of the Current Articles must be approved by Shareholders holding not less than 75 per cent. of votes cast by Shareholders at the General Meeting. Accordingly, the Notice of General Meeting set out at Part VII of this document contains a special resolution to approve the Reregistration and adopt the Amended Articles.

If the Cancellation Resolution and the Reregistration Resolution are approved at the General Meeting, an application will be made to the Registrar of Companies for the Company to be reregistered as a private limited company once the Cancellation has occurred. Reregistration will take effect when the Registrar of Companies issues a certificate of incorporation on Reregistration. The Registrar of Companies will issue the certificate of incorporation on Reregistration when it is satisfied that no valid application can be made to cancel the Reregistration Resolution or such that any such application to cancel the Reregistration Resolution has been determined and confirmed by the court.

If the Resolutions are passed at the General Meeting, it is anticipated that the Reregistration will become effective during the week commencing 26 May 2025.

6. Takeover Code

The Takeover Code applies to all offers for companies which have their registered office in the UK, the Channel Islands or the Isle of Man if any of their equity share capital or other transferable securities carrying voting rights are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man. The Takeover Code therefore applies to the Company as its securities are admitted to trading on AIM, which is a UK multilateral trading facility.

The Takeover Code also applies to any company which has their registered offices in the UK, the Channel Islands or the Isle of Man if any of its securities were admitted on a UK regulated market or a UK multilateral trading facility or on a stock exchange in the Channel Islands or the Isle of Man at any time during the 2 years prior to the relevant date.

If the Cancellation and the Reregistration are approved by Shareholders at the General Meeting and become effective, the Takeover Code will continue to apply to the Company for a period of 2 years after the Cancellation, following which the Takeover Code will cease to apply to the Company.

While the Takeover Code continues to apply to the Company, a mandatory cash offer will be required to be made if either:

(a) a person acquires an interest in shares which, when taken together with the shares in which persons acting in concert with it are interested, increases the percentage of shares carrying voting rights in which it is interested to 30 per cent. or more; or

(b) a person, together with persons acting in concert with it, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying more than 50 per cent. of such voting rights and such person, or any person acting in concert with it, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which it is interested.

Brief details of the Takeover Panel, and of the protections afforded by the Takeover Code (which will cease to apply 2 years following the Cancellation and Reregistration), are set out in Part V of this document.

7. General Meeting

The General Meeting will be held at the offices of Reynolds Porter Chamberlain LLP, Tower Bridge House, St Katharine's Way, London, E1W 1AA at 10 a.m. on 25 April 2025.

Conditional on the passing of Resolution 2, Resolution 1 to be proposed at the General Meeting (i.e. the Cancellation Resolution) is a special resolution to approve the Cancellation.

Conditional on the passing of Resolution 1, Resolution 2 to be proposed at the General Meeting (i.e. the Reregistration Resolution) is a special resolution to reregister the Company as a private limited company, to change its name to ADVFN Limited and to adopt the Amended Articles.

Resolution 1 to approve the Cancellation and Resolution 2 to approve the Reregistration (and the other mattes outlined above) are each conditional on the other. If one of the Resolutions is not passed, the Company will not proceed with the Cancellation, Reregistration and associated adoption of the Amended Articles.

8. Options and warrants

The rights of certain individuals who hold options over Ordinary Shares will be unaffected by the proposed Cancellation and Reregistration. Similarly, the rights of Warrantholders will be unaffected by the proposed Cancellation and Reregistration and will continue to be exercisable following the Cancellation and Reregistration in accordance with the terms and conditions of the warrants.

9. Actions to be taken by Shareholders

A Proxy Form for use at the General Meeting is enclosed with this document. The Proxy Form should be completed in accordance with the instructions printed thereon and returned to Neville House, Steelpark Road, Halesowen, B62 8HD as soon as possible but in any event by no later than 10.00 a.m. on 23 April 2025.

Shareholders who hold their Ordinary Shares in uncertificated form in CREST may alternatively use the CREST proxy voting service in accordance with the procedures set out in the CREST Manual as explained in the notes accompanying the Notice of General Meeting. Proxies submitted via CREST must be received by the Registrars, by no later than 10.00 a.m. on 23 April 2025.

The release, publication or distribution of this document and the Proxy Form in jurisdictions other than the UK may be restricted by law or regulations and therefore persons into whose possession this document and/or the Proxy Form come, should inform themselves about, and observe, any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws and regulations of such jurisdictions.

Before deciding what action to take in respect of the Resolutions, you are advised to read the whole of this document and not merely rely on certain sections of this document. If you are in any doubt as to the action you should take, you should immediately seek your own personal financial advice from an appropriately qualified independent professional adviser.

Shareholders are encouraged to appoint the chair of the General Meeting as their proxy with directions as to who to cast their vote on the Resolutions proposed. The appointment of a proxy will not preclude Shareholders from attending and voting at the General Meeting should they so wish. It is important that as many votes as possible are cast. Whether or not you plan to attend the General Meeting in person, you are encouraged to complete and return your Proxy Form as soon as possible.

If you have any questions relating to this document or the completion and return of the Proxy Form or CREST Proxy Instruction, please call the Registrars at +44 (0) 121 585 1131. Please note that no advice on the contents of this document nor on the matters to be voted upon at the General Meeting, nor any financial, legal or tax advice can be given by the Registrars and accordingly for such advice you should consult your stockbroker, solicitor, accountant, bank manager or other independent professional adviser.

10. Recommendation

For the reasons set out in this letter, the Directors consider that the Resolutions are in the best interest of the Company and its Shareholders as a whole and therefore unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of their own shareholdings of 5,607,972 Ordinary Shares, representing approximately 12.1 per cent. of the issued share capital of the Company as at the date of this document.

11. Results of General Meeting

The results of the General Meeting will be announced through a Regulatory Information Service and on the Company website at https://www.advfnplc.com/ as soon as possible after the meeting has been held.

Yours sincerely

Lord Gold

Non-Executive Chair

ADVFN plc"

"PART IV

LETTER FROM THE CHIEF EXECUTIVE OFFICER

"Dear Shareholder,

Against a background of subdued trading in the Company's shares and unfavourable market conditions, the Board has carefully assessed the benefits and drawbacks of remaining an AIM-quoted company, taking into consideration the current financial position of the Company, market conditions, funding options available to the Company on AIM, and the Board's desire to adopt a short to mid-term strategy focused on potential merger and acquisition opportunities for the Company. This evaluation has been ongoing for some time to determine how best to achieve the goals of the Board and to unlock what the Board believes to be the full potential of the Company.

In reaching the decision to propose the Cancellation, the Board considered a number of key factors, as set out below:

● Share price and potential merger and acquisition opportunities: The Board believes that there are potential acquisition opportunities for the Company, however, despite the Company's brand strength and cutting-edge technology, the view of the Board is that the market capitalisation of the Company has not reflected the value of these assets, making strategic transactions challenging to complete. The Company's fluctuating share price and low levels of liquidity have deterred potential partners from accepting the Company's shares or options as consideration, restricting the Company's deal-making flexibility. The Company's recent low market valuation has meant that potential acquisitions would have required the Company to offer substantial proportions of the Company's equity, even for smaller transactions, on unattractive terms for our existing Shareholders.

Low liquidity and a suppressed share price have yielded minimal benefits for our Shareholders, making it hard to justify remaining listed on AIM from a strategic standpoint. The Board believes that transitioning to a private entity would allow the Company to move with greater agility on merger and acquisition opportunities, improve flexibility and speed to execute strategic initiatives, and capitalise on emerging opportunities, which is particularly critical in a fast-moving sector, where consolidation and innovation demand agility.

● Cost and regulatory burden: The ongoing legal, regulatory and professional fees required to remain on AIM have become disproportionate to the benefits. The Company has operations internationally and must engage professional advisors across multiple jurisdictions to comply with auditing and other regulatory rules, significantly increasing costs. These escalating expenses, coupled with the complexity of maintaining compliance, create a financial burden that hinders operational efficiency. Additionally, the management effort and resources required to meet AIM reporting obligations are significant, diverting critical attention away from product innovation, growth and technology development.

● Raising finance: The current share price of the Company and liquidity on AIM make it challenging to support complex, high-potential deals, as institutional investors remain hesitant to engage under these constraints. As a private company, the Board believes that the Company will have greater access to specialised investment sources, including private equity, strategic investors, and venture capital which will provide a broader spread of funding options without the valuation pressures and liquidity constraints of the public market.

Recognising the concerns and uncertainties that may arise from this transition, the Board wants to assure Shareholders that the Company is taking deliberate steps to facilitate liquidity and to maintain open, transparent communication. To support ongoing Shareholder engagement, the Company intends to make arrangements for a Matched Bargain Facility to be provided by JP Jenkins to assist Shareholders to trade in the Ordinary Shares for a period of time from the date of the Cancellation.

In addition, the Company will launch a dedicated Shareholder portal, accessible through email login, to serve as a central hub for updates, FAQs and a direct channel for addressing concerns. This Shareholder portal will also host important reports, announcements and periodic events to keep Shareholders informed and engaged.

Over the coming weeks, I intend to dedicate my full attention to addressing any Shareholder concerns in relation the proposed Cancellation, Reregistration and adoption of Amended Articles, and, if the Cancellation becomes effective, to ensuring a smooth transition to becoming a private company. I am committed to ensuring that, following Cancellation, every Shareholder will continue to have direct access to the management of the Company, and I will be available for individual communication to provide clarity and answer any Shareholder's questions.

The members of the Board would also like to reaffirm their commitment to promoting the long-term success of the Company. The Board invites each Shareholder to embark on this journey with the Company by remaining as shareholders following Cancellation, confident that together, we will achieve our shared vision and long-term goals for the Company and its Shareholders.

Yours sincerely,

Amit Tauman

Chief Executive Officer

ADVFN plc"

APPENDIX II

DEFINITIONS

The following definitions and technical terms apply throughout this announcement, unless the context otherwise requires:

ENDS