29 June 2026

Cloudified Holdings Limited

("Cloudified" or "the Company")

Update on Reverse Takeover Target

Cloudified Holdings Limited, an AIM quoted cash shell is pleased to announce that it has agreed heads of terms to acquire the entire issued share capital of PowerPlay Media and Entertainment Limited ("PowerPlay" or "PPM") ") by way of a reverse takeover (the "Acquisition" or "RTO").

PowerPlay is an end-to-end sports media and entertainment commercialisation business focused on the monetisation of established IP through broadcast, digital distribution and live event opportunities. PowerPlay focuses on the high-growth verticals of women's sports and combat sports.

Highlights

•   Transformational acquisition. Proposed acquisition of PowerPlay for a total consideration of approximately £6 million, to be satisfied in full by the issue of new ordinary shares in Cloudified on completion.

•   High-growth focus. Focusing on two high-growth verticals: women's sports and combat sports.

•   Capital-light model, scaleable margins. PowerPlay does not produce content. It commercialises established media IP held by recognised rights holders through structured revenue-share or license fee arrangements across multiple territories, giving high operating leverage and scalable margins.

•   Institutional commercial partners. Signed multi-year commercial and distribution agreements with MBC Group (the largest media group in MENA, majority-owned by PIF), SuperSport (the leading sports broadcaster in Sub-Saharan Africa) and the Saudi Arabian Football Federation (SAFF).

•   Established content portfolio. Five-year rights to a portfolio of established channels and formats acquired from Jungo TV, including AWSN (the All Women's Sports Network), co-founded by Whoopi Goldberg and backed by a number of high-profile investors and strategic partners, including Shaquille O'Neal, Jason Kidd and other prominent business and sports figures. AWSN is a global women's sports media platform with distribution across more than 60 countries and a reach of over 1 billion households. Also within the portfolio is Black Belt+, a leading martial arts and combat sports streaming platform, across defined territories.

•   Contracted near-term revenue. Management estimates that the revenue-share under signed contracts could generate in the region of $11 million to $12 million in the first year of commercialisation.

•   Live events upside. Management currently in negotiation to deliver a number of live events in Asia in the financial period to 31 March 2027.

•   Funding for growth. A fundraising to support the working capital requirements of the enlarged group, to be led by Oberon Capital, is expected to launch shortly and to comprise a placing, subscription and retail offer.

About PowerPlay

PowerPlay is a sports media and entertainment commercialisation business focused on the monetisation of established media intellectual property through broadcast distribution, digital syndication and live event opportunities. The Company operates a capital‑light business model and does not engage in the production of sports or entertainment content. Instead, it partners with recognised rights holders, broadcasters and institutional counterparties to commercialise content through structured revenue‑share arrangements across multiple territories.

Content portfolio

PowerPlay has secured several exclusive and non-exclusive agreements with Jungo, a US-based media group which owns and operates over 50 streaming and on-demand channels reaching audiences globally, to distribute and syndicate content from its portfolio of established channels and formats for an initial five-year term across defined territories. These include AWSN (the All Women's Sports Network), a global women's sports media platform, Black Belt+, a martial arts and combat sports streaming platform, Jungo Pinoy, Hallypop and The Dr. Oz Show.

AWSN (the All Women's Sports Network) is a global women's sports media platform co-founded by Whoopi Goldberg and backed by a number of high-profile investors and strategic partners, including Shaquille O'Neal, Jason Kidd and other prominent business and sports figures. AWSN is dedicated exclusively to women's sports content and is distributed across more than 60 countries through a combination of linear, digital and streaming distribution partnerships, providing access to an audience of over 1 billion households globally. The network's content portfolio includes rights from leading women's sports competitions, including La Liga Women, D1 Arkema, Serie A Women and more.

Black Belt+ is a martial arts and combat sports streaming platform built upon the legacy of Black Belt Magazine, one of the world's most recognised martial arts media brands, founded in 1961. Over more than six decades, the Black Belt brand has featured many of the sport's most iconic figures, including Bruce Lee, Chuck Norris, Jackie Chan, Jean-Claude Van Damme, Khabib Nurmagomedov and Ronda Rousey. The platform provides access to an extensive catalogue of martial arts and combat sports content featuring disciplines including karate, taekwondo, judo, kung fu, Brazilian jiu-jitsu and mixed martial arts, together with athlete profiles, documentaries, instructional programming and event content.

Commercial and distribution agreements

PowerPlay has signed key multi-year commercial and distribution agreements with institutional counterparties, including:

·    MBC Group - largest media group in MENA (majority-owned by Public Investment Fund), with AWSN content distributed via MBC platforms including Shahid (3-year commercial agreement)

·      SuperSport - leading sports broadcaster in Sub-Saharan Africa (3-year commercial agreement).

·      SAFF - Saudi Arabian Football Federation (Women's Premier League 3-year commercial partnership).

The Directors believe these agreements provide third-party validation of PowerPlay's commercialisation strategy and establish an initial platform for expansion into additional territories and content verticals.

Management estimates that the revenue-share under the signed contracts and agreements could generate in the region of $11-12 million in the first year of commercialisation.

In addition, PowerPlay is in negotiation to deliver a number of live events in Asia in the financial period to 31 March 2027.

Background on the Company and reasons for the Acquisition

On 12 December 2023, the Company completed the disposal of Falanx Cyber Defence Limited and Falanx Cyber Technologies Limited ("the Disposal") which was approved at the general meeting held on 27 November 2023. As a result, the Company became a cash shell pursuant to Rule 15 of the AIM Rules on 13 December 2023.

Since the Disposal, the Company's strategy has been to identify another company or business to acquire or, if no suitable acquisition could be identified on a timely basis, to appoint a liquidator and enter a members' voluntary liquidation and return any remaining cash to Shareholders. In considering the Company's future strategy, the Directors have sought to identify opportunities offering the potential to deliver value accretion to Shareholders over the medium to long-term in the form of capital and/or dividends

On 13 June 2024, the Company was suspended as it was not in a position to make an acquisition or acquisitions which constituted a reverse takeover under Rule 14 of the AIM Rules, within six months of becoming an AIM Rule 15 cash shell, in accordance with Rule 15 of the AIM Rules.

On 28 October 2024, the Company announced that in conjunction with Salonica Capital it had identified an acquisition target in the media and entertainment sector. In addition, the Company announced that it had raised £500,000 (before expenses) via investors in Salonica Play, an investment vehicle and part of the Salonica Group, to pursue the acquisition opportunity. Salonica Capital, an FCA authorised and regulated entity, is an independent corporate finance firm providing financial advisory as well as both buy and sell side M&A advisory services. Salonica Capital has been appointed as the investment adviser to Salonica GP. Salonica Capital is owned by Othman Shoukat, a director of the Company.

On 3 March 2026, the Company announced that it had raised a further £250,000 through the issue of the Convertible Loan Note with Salonica Play, to contribute towards general working capital and costs relating to the Acquisition and Admission.

The Directors believe that the acquisition of PowerPlay represents a transformational and value-enhancing transaction for shareholders. The Directors believe that the structural growth in sports media consumption, streaming distribution and women's sports provides an attractive backdrop for the Enlarged Group. Through the Acquisition, shareholders will gain exposure to a scalable, capital-light business model with international growth opportunities across media rights, content distribution, sponsorship, advertising and live events.

Acquisition Details

Cloudified is proposing to acquire the entire issued share capital of PowerPlay for a total consideration of approximately £6 million to be satisfied by the issue of new ordinary shares of Cloudified on completion.

Completion of the Acquisition remains subject to various conditions including:

·    the satisfactory completion of all due diligence;

·    the Company raising sufficient funds to meet the working capital requirements of the enlarged group. A fundraising to qualifying investors is expected to comprise a placing, subscription and retail offer. The Fundraising will be led by Oberon Capital and is expected to commencing in the next couple of weeks; and

·    the approval of Cloudified's shareholders in a general meeting in accordance with the requirement of AIM Rule 14. A circular, comprising an Admission Document, convening a general meeting to seek such approval will be published on completion of the fundraising; and

·    re-admission of the enlarged group's shares to trading on AIM ("Admission").

The Acquisition was introduced by Salonica Capital. Othman Shoukat, Chairman of the Company, owns Salonica Capital, and PowerPlay is held by a Salonica investment company. The Acquisition will therefore constitute a related party transaction for the purposes of the AIM Rules for Companies. The independent directors of the Company, having consulted with the Company's nominated adviser, will provide the statement required as to the fairness and reasonableness of the terms of the Acquisition insofar as the Company's shareholders are concerned in due course.

Completion of the Acquisition is currently expected to  occur in August 2026, however Shareholders should be aware that there is a possibility that the Acquisition will not proceed or that the terms may change depending upon the outcome of due diligence and the Fundraising.  The Company will provide further updates on the Acquisition in due course.

Upon completion of the Acquisition, it is proposed that the name of the Company be changed to PowerPlay Media Group plc.

Further announcements will be made in due course.

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