Update to Subscription Agreement

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 retained EU law as defined in the European Union (Withdrawal) Act 2018 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

27 January 2021

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Amendments to Subscription Rights

Dev Clever (LSE: DEV), a leading developer of online and immersive career guidance and development platforms and consumer engagement experiences, is pleased to announce that, further to previous announcements it has agreed with Intrinsic Capital Jersey Limited ("ICJL") to revise the terms of the original investment agreement as follows:

· Due to the substantial increase in the Company's share price since the start of 2021, the longstop date of 30 June 2021 for the fourth investment tranche has been brought forward to 28 February 2021 to coincide with the long-stop date of the third investment tranche giving ICJL the right to subscribe to up to 60,000,000 ordinary shares at a price of 10p per share, totalling up to £6million by no later than 28 February 2021, subject to the publication by the Company of a prospectus approved by the FCA no later than that date. If ICJL has not exercised these subscription rights by 28 February 2021 they will lapse; and

· ICJL's right to receive a warrant to subscribe for 50 million ordinary shares of the Company at 25 pence per share ("Warrant") has also been varied, such that the Warrant may be exercised in full or in part (each time in respect of at least 10 million new ordinary shares of the Company) for a period of 2 years (rather than 3 years as per the original agreement) from the later of: (a) completion of subscription by ICJL for the second investment tranche (as announced 26 January 2021); or (b) the date of the grant of the Warrant. The Warrant will be granted conditional upon the Company's shareholders having given authority to issue and allot all of the warrant shares on a non pre-emptive basis. For the avoidance of doubt neither the grant of the warrant nor its exercise will be conditional on subscription by ICJL for any further investment tranches (other than the second investment tranche). The remaining provisions of the warrant agreement remain unchanged. 

Chris Jeffries, Chief Executive Officer of Dev Clever, commented:

"We are pleased to conclude this mutually beneficial outcome with ICJL. We are looking forward to updating shareholders about our trading for the year ended 31 October 2020 and progress since the start of our 2020/21 financial year in the very near term."

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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.