17 June 2024

Golden Rock Global plc

(the "Company" or "GCG")

Update on proposed acquisition of 2mee Limited

Further to the announcement of 17 August 2023, the Board of GCG is pleased to announce an update of progress in respect of its proposed acquisition of 2Mee Limited ("2Mee") (the "Proposed Acquisition"), which will be classified as a Reverse Take Over ("RTO") under the Listing Rules and accordingly, GCG will apply for the re-admission of its shares to the Official List and the Main Market of the London Stock Exchange.

Update on commercial progress by 2Mee

The Board of GCG is pleased to report continued commercial progress within 2mee, both in terms of customer engagement and the recruitment of personnel that have appropriate experience to ensure that 2Mee can take commercial advantage of its patented proprietary software.  Specifically:

·     2Mee has bolstered its management team through the addition of a new CRO who has extensive experience, having worked for Wowcher, Living Social and TrustPilot.  In addition, 2Mee has employed a new CTO to the business who is extremely experienced in SaaS system architectures having previously designed, developed and deployed platforms for large organisations such as webuyanycar.com and Betfred.

·     The HoloMessage® product is exceeding management expectations as a market disruptor. A recent campaign for a tier one gaming company delivered a 340% increase in engagement over its traditional methods.

·     As part of 2Mee's drive into new verticals it has recently signed a contract with SportsPro Limited, which is the licensee holder for global sports giant Hummel for the UK, ROI Ireland, Australia and NZ.  It is the intention that 2Mee's HoloMessage® product will be deployed across Hummel's ecommerce sites within these territories. 

Progress on the Proposed Transaction

Significant progress has been made in completing the public and supporting documents required, pursuant to the Proposed Acquisition.  The Company continues to work with its advisers to complete the preparation of these documents and hopes to be in position to announce the RTO, and for trading in its shares to be restored, over the coming months.

The consideration payable by GCG to the shareholders of 2Mee will be less that previously indicated and the Board of GCG currently expects that the implied pre-money valuation for the enlarged group, being GCG as enlarged by the Proposed Acquisition, will be in the range of £3.8 million to £4.2 million.

There can be no certainty that the Proposed Acquisition will take place and it remains subject to, amongst other things completion of a fund raising.

Appointment of Joint Broker

The Company confirms the appointment of Oberon Capital, a trading name of Oberon Investments Limited, as its Joint Broker, with immediate effect.

 A further announcement will be made in due course.

 Enquiries

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 (the "UK MAR") which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of the UK MAR. Upon the publication of this announcement, this inside information is now considered to be in the public domain.