27 February 2023

ENGAGE XR Holdings plc

("ENGAGE XR" or the "Company")

Signing of Subscription Agreement and Total Voting Rights

ENGAGE XR Holdings plc (AIM: EXR), a leading metaverse technology company, is pleased to announce that, further to the announcement of 6 February 2023, the subscription agreement pursuant to which HTC will subscribe for 14,495,985 Ordinary Shares at 4p per share has now been entered into. 

The £0.58m subscription by HTC, together with the proceeds of the Placing, will provide the Company with gross proceeds of £9.375 million (€10.5 million). The Subscription is conditional on, inter alia, the Placing proceeding which is subject to the passing of the Resolutions at the EGM of the Company to be held on 3 March 2023.

HTC is considered to be a related party of the Company for the purposes of the AIM Rules by virtue of its status as a substantial shareholder of the Company. The independent directors, being the full board save for Praveen Gupta by virtue of him being a board representative of HTC, having consulted with finnCap, the Company's nominated adviser, consider the terms of the subscription for Shares by HTC to be fair and reasonable insofar as the shareholders of the Company are concerned.

Applications will shortly be made to Euronext Dublin and to the London Stock Exchange for the Shares issued pursuant to the subscription ("Subscription Shares") to be admitted to trading on Euronext Growth and AIM respectively ("Admission"). It is expected that settlement of the Subscription Shares will occur, Admission will become effective and that dealings will commence in the Subscription Shares at 8.00 a.m. (London Time) on 6 March 2023. The Subscription is conditional, among other things, upon Admission becoming effective and the subscription agreement between the Company and HTC (the "Subscription Agreement") not being terminated in accordance with its terms.

Following Admission, and taking into account the Placing Shares, the Company's issued share capital will consist of 524,826,146 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of Ordinary Shares and voting rights in the Company will be 524,826,146. With effect from 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.

Capitalised terms not otherwise defined in the text of this announcement have the meanings given to them in the Company's announcement dated 6 February 2023.

For further information on the Announcement, please contact:

ENGAGE XR Holdings plc:                                                                   +353 87 665 6708

David Whelan, CEO                                                              

Séamus Larrissey, CFO

Sandra Whelan, COO

Davy (Joint Broker & Euronext Growth Listing Sponsor)                      +353 1 679 6363

Barry Murphy / Lauren O'Sullivan

finnCap Ltd (Joint Broker & Nominated Adviser)                         +44 (0) 20 7220 0500

Marc Milmo / Seamus Fricker / Sunila de Silva

Shard Capital Partners LLP (Joint Broker)                                   +44 (0) 20 7186 9952

Damon Heath / Erik Woolgar

The person responsible for arranging release of this Announcement on behalf of ENGAGE XR is Séamus Larrissey.

About ENGAGE XR

ENGAGE XR Holdings plc (AIM: EXR; Euronext Growth: EXR) is metaverse technology company focused on becoming a leading global provider of virtual communications solutions through its new fully featured corporate metaverse, ENGAGE Link.

The Company also has a proprietary software platform, ENGAGE. ENGAGE provides users with a platform for creating, sharing, and delivering VR content for education, training, and online events through its three solutions: Virtual Campus, Virtual Office, and Virtual Events.

EXR is listed on AIM in London and on the Euronext Growth Market in Dublin, a market operated by Euronext Dublin.

For further information, please visit: www.engagexrholdings.com (LinkedIn: @Engage XR Holdings plc Twitter: @engage_xr)