Update on Subscription Agreement

1 December 2020

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Further update on conditional subscription rights with Intrinsic Capital Jersey Limited ("ICJL")

Dev Clever (LSE: DEV), a leading developer of careers guidance and development platforms, announces that, further to the announcements of 13 May 2020, 27 July 2020, 1 September 2020 and 2 November 2020, ICJL has today conditionally subscribed for 20 million new ordinary shares at a price of 10 pence per share ("Subscription Shares") being the second tranche of its subscription rights to invest in new ordinary shares in Dev Clever.

The issue of the Subscription Shares is conditional upon either (1) the publication by the Company of a prospectus approved by the FCA no later than 25 January 2021 or (2) the issue and admission of the Subscription Shares in respect of the second tranche being exempt from the requirement for publication by Dev Clever of a prospectus.

ICJL has the right to subscribe for up to a further 60 million new ordinary shares in Dev Clever ("Subscription Rights") at 10 pence per share in the following tranches:

· 20 million shares on or before 28 February 2021; and

· 40 million shares on or before 30 June 2021.

Following the exercise of the Subscription Rights in full, ICJL would be entitled to exercise a warrant to subscribe for up to 50,000,000 additional Dev Clever shares at a price of 25 pence per share.

The Company remains in discussion with ICJL about the opportunity to accelerate the two remaining investment tranches.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The Directors of the Company take responsibility for this announcement.

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For further information please contact:

Notes to Editors

Dev Clever Holdings plc, together with its wholly owned subsidiary DevClever Limited, is a software and technology group based in Tamworth, United Kingdom, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core platforms:

Educate Division:

Careers guidance and recruitment solution that offers secondary schools, colleges, universities, apprenticeship providers and employers with a range of digital products to more efficiently recruit and develop applicants and skills within their institutions and organisations.

Agency Services:

The Company's agency services division provides customers from the retail, brand and hospitality sectors with bespoke application and customisation of the Group's proprietary cloud-based products in order to increase consumer engagement, transactional efficiencies and enhance customer experience within their venues, our products include:

Engage: a proprietary cloud-based gamification solution that offers brands and retailers a range of products to drive higher levels of consumer engagement via the use of digitally redeemable incentives at the same time as fully controlling spend.

PubPal: a proprietary, cloud based mobile, contactless ordering and payment product developed to support the independent hospitality sector. Offered as a Software-as-a-Service ("SaaS") platform, PubPal is a stand-alone product that provides venue operators with a light touch mobile ordering system that doesn't require customers to download a mobile app. PubPal is an easy to implement solution that requires no upfront cost or the need for operators to have compatible Electronic Point of Sale software.

Experience: a multi-user virtual reality (VR) framework and augmented reality framework that enables customers of our Engage and Educate channels to extend their customer and student experiences through VR.

For further information, please visit www.devcleverholdingsplc.com