Placing and Subscription to raise £2.0 million

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3 July 2025

Blackbird plc

(the "Company")

Placing and subscription to raise approximately £2.0 million (before expenses)

 and

Total Voting Rights

Blackbird plc (AIM:BIRD), the technology licensor, developer and seller of the market-leading cloud video editing platform, Blackbird®, and developer of the online collaborative video editing and content creation platform, elevate.io, is pleased to announce a placing of 62,166,660 new ordinary shares of 0.8 pence each in the Company (the "Placing Shares") at a price of 3 pence per share (the "Issue Price") to raise approximately £1.865 million before expenses (the "Placing"). In addition, certain members of the Board/senior management and new investors have agreed to subscribe for 4,499,997 new ordinary shares of 0.8 pence each in the Company (the "Subscription Shares") at the Issue Price to raise approximately £0.135 million before expenses (the "Subscription").

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in connection with the Placing.

In addition to the Placing and the Subscription, the Company announces that there will be a separate conditional retail offer of up to 6,666,666 new ordinary shares of 0.8 pence each (the "Retail Offer Shares") via the Bookbuild Platform to raise up to £0.2 million (before expenses) at the Issue Price (the "Retail Offer", and together with the Placing and the Subscription, the "Fundraising"). A separate announcement will be made shortly by the Company regarding the Retail Offer and its terms.

Fundraising highlights

·    The Placing and Subscription, which will raise approximately £2.0 million (before expenses), have been undertaken with existing and new investors.

·    Certain members of the Board and management (and associated family members) and other investors have agreed to subscribe for an aggregate of approximately £0.135 million via the Subscription, of which £80,000 will be subscribed for by Ian McDonough, Executive Chair of the Company, and a member of his family.

·    The Placing will be conducted in two tranches as to: (i) 38,707,718 Placing Shares (the "Firm Placing Shares"), being referred to as the "Firm Placing"; and (ii) 23,458,942 Placing Shares (the "Conditional Placing Shares"), being referred to as the "Conditional Placing".

o  The Firm Placing Shares will be allotted and issued utilising the Company's existing authorities granted at the annual general meeting of the Company held on 18 June 2025.

o  The issue and allotment of the Conditional Placing Shares is conditional, inter alia, upon the passing of a resolution to authorise such issue and allotment and disapply pre-emption rights (the "Resolution") to be put to shareholders of the Company at a general meeting of the Company to be convened following the close of the Retail Offer (the "General Meeting").

·    The estimated net proceeds of the Placing and the Subscription, which will be approximately £1.85 million, will be used for: (i) further development of the elevate.io; (ii) accelerate elevate.io's go to market plan; and (iii) general working capital.

Blackbird plc Executive Chair, Ian McDonough, said:

"I am pleased to announce that elevate.io has shown strong early growth metrics since the launch of the Creator Plan in February 2025. The fundraise announced today will support elevate.io through its Product Market Fit phase, ahead of scaling up. Our vision for elevate.io is ambitious, transformative and on track. We have the right technology and the right team in place to succeed."

Background to and reasons for the Fundraising

The Company has undertaken the Fundraising to seek to accelerate the Product Market fit phase of its elevate.io product, having shown strong demand since marketing begun. elevate.io is the Company's browser-based end-to-end content creation tool for the Creator Economy and Corporate teams. Powered by the Blackbird technology, elevate.io aims to address key video creation pain points facing Creators and corporate teams today by featuring simplified and accessible editing tools; streamlining collaboration with other users via one workspace; and an extensible plug-in architecture.

One of the key target markets elevate.io addresses is the Creator Economy which as of April 2023 was valued at approximately $250 billion and forecast to double in size by 2027^[1]. elevate.io is positioning itself in the Monetised Creators segment of the Creator Economy market and, together with the Corporate teams market, has an initial serviceable addressable market estimated at $6.9 billion^[2] in 2022.

The vision for elevate.io is to be the 'Figma for video editing'. In other words, to be the product which revolutionises both the market for traditional high quality but cumbersome video tools and also the market for existing online and mobile video tools which offer convenience. elevate.io intends to achieve this by offering real-time collaboration, third party AI integrations and seamless digital asset management, as well as a simple intuitive user interface.

Since the launch of the Company's first payment plan, "Creator", on the 11 February 2025, elevate.io has shown strong early metrics. This is evidenced by a number of key data points:

·    Paid user growth - the Company has accelerated the pace of adding new paid users every month since the launch of the payment plan. The Company had 325 paid users at 31 May 2025, adding 162 during the month - an increase of 51% over paid users added in April 2025.  This growth was achieved on a modest marketing budget.

·    Reduction in customer acquisition cost ("CAC") - CAC has decreased by approximately 55% from £255 per paid user in February 2025 to £115 per paid user in May 2025.

·    Conversion to paid users - conversion of free users to paid users has increased from 1.4% in February 2025 to 1.9% in May 2025.

·    First time website visit sign ups - in May 2025, 54% of first visits to the elevate.io website resulted in user sign-ups, a 23% increase in user sign ups versus February 2025.

·    Improved efficiency in free user acquisition - new free users sign ups in May 2025 were approximately 8,700, which was 64% higher than free user sign ups in March 2025, whilst marketing spend has remained broadly the same. Consequently, cost per free user sign up has fallen 65% from £3.26 in March 2025 to £2.14 in May 2025.

·    Product updates are driving usage - as additional features have been added to elevate.io there has been a corresponding increase in how far users go through the video editing cycle. In May 2025, compared to February 2025, there has been:

o  a 26% increase in users uploading media;

o  a 35% increase in users adding clips to the editing timeline; and

o  a 31% increase in users exporting their edited video, the last stage of the editing cycle and showing that users are getting full value from elevate.io. As of May 2025, over one in four users now export their edited video which the Board believes demonstrates the positive uptake of the product.

Following the positive trends in key data points, the Company believes it is on track to achieve Product Market fit for elevate.io. The funds raised through the Fundraising will assist the Company with concluding this stage of the SaaS development cycle after which the Company intends to accelerate adoption. The gross proceeds of the Fundraising of £2.2 million (assuming full take up of the Retail Offer) will be used for: i) further product development of elevate.io; ii) accelerate elevate.io's go to market plan; and iii) general working capital.

Looking ahead, whilst the Company has already been utilising search ads and organic and social community marketing, the Board believes there are additional marketing growth channels to be unlocked for elevate.io which include partnerships, socials ads, influencer marketing, media and events and referrals.

Details of the Fundraising

The Placing

The Placing comprises the issue of 62,166,660 Placing Shares at the Issue Price to conditionally raise approximately £1.865 million before expenses for the Company.

The Placing is being conducted in two tranches, as follows:

·    a Firm Placing of 38,707,718 Firm Placing Shares to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis; and

·    a Conditional Placing of 23,458,942 Conditional Placing Shares to be issued conditional upon, amongst other things, the passing of the Resolution at the General Meeting.

The Placing Shares will represent approximately 13.50 per cent. of the enlarged share capital of the Company (as enlarged by the Placing Shares, the Subscription Shares and the Retail Offer Shares, assuming the Retail Offer is subscribed in full) and will rank pari passu with the existing ordinary shares of 0.8 pence each in the Company (the "Ordinary Shares").

The Company and Allenby Capital Limited ("Allenby Capital") have entered into a placing agreement (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Allenby Capital, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares. Allenby Capital has conditionally placed the Placing Shares with certain institutional and other investors at the Issue Price.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of Allenby Capital. The Placing is not being underwritten by Allenby Capital nor any other person.

The Firm Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and First Admission (as defined below) becoming effective.

The Conditional Placing is conditional upon, amongst other things, the Resolution being duly passed at the General Meeting, the Placing Agreement not having been terminated in accordance with its terms and Second Admission (as defined below) becoming effective on or before 8.00 a.m. on 28 July 2025 (or such later time and/or date as the Company and Allenby Capital may agree, but in any event by no later than 8.00 a.m. on 11 August 2025).

The Placing Shares were not, and are not being, offered to the public and are not being offered or sold in any jurisdiction where it would be unlawful to do so.

The Firm Placing is not conditional on the Conditional Placing, the Subscription, the Retail Offer, or the passing of the Resolution at the General Meeting.

The Subscription

The Subscription comprises the issue of an aggregate of 4,499,997 Subscription Shares at the Issue Price to conditionally raise proceeds of approximately £0.135 million before expenses for the Company.

Ian McDonough, Executive Chair, Stephen White, Chief Operating and Financial Officer and certain other investors (including the family of management) have entered into subscription agreements with the Company to conditionally subscribe for 4,499,997 Subscription Shares at the Issue Price.

The Subscription is conditional upon, inter alia, i) the passing of the Resolution; and ii) Second Admission (as defined below) occurring on or before 8.00 a.m. on 28 July 2025 (or such later date as Allenby Capital and the Company may agree being not later than 8.00 a.m. on 11 August 2025). Accordingly, if such conditions are not satisfied or, if applicable, waived, the Subscription will not complete. The Subscription Shares will rank pari passu with the Existing Ordinary Shares.

Retail Offer

The Company announces that there will be a separate conditional retail offer of up to 6,666,666 Retail Offer Shares via the Bookbuild Platform to raise up to £0.2 million (before expenses) at the Issue Price. This is to provide existing UK retail shareholders in the Company an opportunity to participate in the fundraise. Those investors who subscribe for new Ordinary Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement and the Retail Offer Shares will form part of the second tranche of the Fundraising. The Retail Offer is not subject to any minimum fundraising and will be open only to existing shareholders of the Company within the United Kingdom. The Retail Offer will be conditional on completion of the Placing and Subscription.

Issue Price

The Issue Price represents a discount of approximately 29.4% against the closing mid-market price of 4.25p per share on 2 July 2025, being the last practicable date prior to the announcement of the Fundraising.

Director/management participation and shareholdings

The participation of the Directors and management in the Fundraising and their interests at Second Admission (where applicable) are as follows:

*the current issued share capital of 387,077,188 Ordinary Shares as enlarged by the 62,166,660 Placing Shares, the 4,499,997 Subscription Shares and 6,666,666 Retail Offer Shares (assuming the Retail Offer is taken up in full).

The FCA notification, made in accordance with the requirements of the UK Market Abuse Regulation, is appended further below.

Admission to trading and total voting rights

Application has been made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares on AIM will commence at 8:00 a.m. on or around 8 July 2025.

Application will be made to the London Stock Exchange for the Conditional Placing Shares and the Subscription Shares to be admitted to trading on AIM ("Second Admission"). Subject to, inter alia, the passing of the Resolution at the General Meeting, it is anticipated that Second Admission will become effective and that dealings in the Conditional Placing Shares and the Subscription Shares will commence on AIM at 8.00 a.m. on or around 28 July 2025.

General Meeting

The General Meeting is proposed to be held at 10.00 a.m. on 24 July 2025. A circular which will provide further details of the Fundraising and include a notice convening the General Meeting, will be sent to shareholders following the close of the Retail Offer. A further announcement will be made to confirm this in due course.

Total voting rights

On First Admission, the Company's issued ordinary share capital will consist of 425,784,906 Ordinary Shares, with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on First Admission, the total number of Ordinary Shares and voting rights in the Company will be 425,784,906. With effect from First Admission, this 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.

A further announcement will be made in relation to the total voting rights in the Company's share capital following Second Admission.

Enquiries:

About Blackbird plc

Blackbird plc operates in the fast-growing SaaS, Media and Entertainment and content creation markets.  Blackbird plc's patented technology allows for frame accurate navigation, playback, viewing and editing in the cloud and it has two products.

BlackbirdⓇ a market leading suite of cloud-native computing applications, is used by rights holders, broadcasters, sports and news video specialists, live events and content owners, post production houses, other mass market digital video channels and corporations.

elevate.io is the company's new online collaborative content creation platform currently in general release. elevate.io is built using Blackbird's core technology and is aimed at professional teams and the fast growing Creator Economy.

Blackbird plc also licences its core video technology, under its 'Powered by Blackbird' licensing model, enabling video companies to accelerate their path to true cloud business models.

www.blackbird.video

www.linkedin.com/company/blackbird-cloud

www.twitter.com/blackbirdcloud

www.facebook.com/blackbirdplc

www.youtube.com/c/blackbirdcloud

www.elevate.io

IMPORTANT NOTICES

Notice to Distributors

Solely for the purposes of the temporary product intervention rules made under sections S137D and 138M of the FSMA and the FCA Product Intervention and Product Governance Sourcebook (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Conduct of Business Sourcebook COBS 3 Client categorisation, and are eligible for distribution through all distribution channels as are permitted by the FCA Product Intervention and Product Governance Sourcebook (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing offers no guaranteed income and no capital protection; and an investment in the Placing is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Forward Looking Statements

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement.

Notice to overseas persons

This announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

This announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in  Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.  Persons into whose possession this announcement comes are required by the Company to inform themselves about, and to observe, such restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

General

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previous announcement made by the Company is incorporated into, or forms part of, this announcement.

Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Nominated Adviser and Broker to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing. Allenby Capital has not authorised the contents of, or any part of, this announcement, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.