Schedule 1 - Polemos Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Polemos plc (to be renamed Digitalbox plc)

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered address from Admission: Ground Floor, 2-4 Henry Street, Bath, BA1 1JT

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.digitalbox.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Polemos is a Rule 15 Cash Shell and trading in its shares is currently suspended.

Polemos has agreed to acquire Digitalbox Publishing Holdings Limited ("DBPH") for c. approximately £10m through a share for share exchange. The acquisition of DBPH constitutes a reverse takeover under AIM Rule 14 and accordingly, the Company will seek readmission ("Admission") of its shares to trading on AIM of the London Stock Exchange.

DBPH is a holding company, incorporated in England and Wales (company number 11054216). Its principal trading subsidiary is Digitalbox Publishing Limited ("DBP") DBP is a digital media business based in the UK. Through its brand "Entertainment Daily", it produces and publishes online UK entertainment news covering TV shows, showbiz and celebrity news. It generates revenue from the sale of advertising slots in and around the content it publishes.

Polemos has also agreed to acquire the entire issued share capital of Mashed Productions Limited, a digital media business which owns the online satirical news website "The Daily Mash", for a maximum total consideration of up to £1.2 million, of which up to £1 million will be satisfied in cash and £200,000 by the issue of new ordinary shares. These shares are expected to be admitted after Admission.

The main country of operation for the Company and its subsidiaries will be the UK.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

88,823,155 ordinary shares of 1 penny each ("New Ordinary Shares")

No shares held in treasury.

No restrictions as to transfer of the securities.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Primary capital to be raised on Admission: £1.020 million

Secondary offering: None

Market capitalisation on Admission: £12.4 million (at the Placing Price)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Post Admission 74.65%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Proposed Directors:

Sir Robert "Robin" William Miller (Non-Executive Chairman)

James Alexander Carter (Chief Executive Officer)

James "Jim" Douglas (Chief Operating Officer)

David Joseph (Chief Financial Officer)

Nigel John Burton (Non-Executive Director)

Martin James Higginson (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

* This is disclosed net of disclosable holdings

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

No such persons.

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2018

(iii) Annual report for the year ended 31 December 2018 published by 30 June 2019. Half year report for the six months ended 30 June 2019 published by 30 September 2019.

Annual report for the year ended 31 December 2019 published by 30 June 2020.

EXPECTED ADMISSION DATE:

28 February 2019

NAME AND ADDRESS OF NOMINATED ADVISER:

WH Ireland Limited

24 Martin Lane

London EC4R 0DR

UK

NAME AND ADDRESS OF BROKER:

Leander Capital Partners Ltd

10 Old Burlington Street

London

W1H3AG

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website www.digitalbox.com from the date of the Company's admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

13 February 2019

NEW/ UPDATE:

New