THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. FURTHER DETAILS OF THE FUNDRAISING ARE SET OUT BELOW.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SUBSCRIPTION SHARES OF NYCE INTERNATIONAL PLC. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX TITLED 'IMPORTANT NOTICES'.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

21 August 2025

NYCE International Plc

(“NYCE INTERNATIONAL”, “NYCE" or the "Company")

Proposed Subscription

NYCE International Plc (AQUIS: NYCE) announces its intention to raise up to £150,000 through the issue of up to 75,000,000 new Ordinary Shares of £0.001 each (“Ordinary Shares”) at a price of £0.002 per share (the “Subscription Shares”) by way of a subscription (the “Proposed Subscription”). Farzad Peyman-Fard, CEO of NYCE, intends to subscribe for a minimum of 50,000,000 Subscription Shares.

The net proceeds from the Subscription will be used to accelerate the group’s expansion into servicing the rapidly growing ‘crypto casinos’ channel. This will include:

-        Licensing and certifications for Nirmata Play, our games aggregation platform

-        Develop proprietary games that align with crypto casinos.

-        Expanding ClickSpin Media performance marketing operations to support crypto casinos.

-        Expansion of the NYCE Crypto Advisory services, in accordance with the announcement on 24 July 2025.

The Board is also evaluating the merits of Fasttoken (“FTN”) playing a part in our corporate strategy for crypto casinos. FTN is one of the most promising digital currencies, listed on over 17 exchanges, and currently used as a utility token in multiple online websites including gaming and e-commerce. It is also integrated with more than 10 payment providers.

The Subscription will be conducted on a non-pre-emptive basis pursuant to the authority granted to the Board at the last Annual General Meeting . Any eligible shareholder (being a shareholder who is on the Share register at the close of business on Wednesday 28 August) who wishes to participate in the Subscription should contact the Company via email at: [email protected], identifying their registered holding  Participation in the Subscription will only be available to persons who are lawfully able to be, and have been, invited to participate by the Company, in its absolute discretion.

The Subscription is planned to close on 28 August 2025 and a further announcement in relation to its results is expected to be made on or shortly after that date, which will include confirmation of the application for the Subscription Shares to be admitted to trading on the AQSE Growth Market ("Admission").

For further information, please contact:

Important Notices:

The content of this announcement does not constitute a Financial Promotion within the meaning of the Financial Services and Markets Act 2000 (as amended) ('FSMA'). The Subscription will be exempt from the general restriction (in section 21 of FSMA) relating to communications of invitations or inducements to engage in investment activity on the ground that it is made in accordance with Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ('the Order') to parties who are or who are reasonably believed to be members of the Company or it is made to a person to whom it would otherwise be lawful to offer a participation in and communicate with in connection with  the  Subscription. If you are in any doubt about the investment to which this promotion relates, you should consult an authorised person specialising in advising on investments of the kind in question. IF YOU DO NOT FALL WITHIN AN EXEMPTION UNDER THE ORDER, THEN YOU WILL NOT BE INVITED TO PARTICIPATE IN THE SUBSCRIPTION.

This announcement is for information purposes only and does not constitute or form any part of an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the united states (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the "United States"), Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation. No public offering of the Subscription Shares is being made in any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. This announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, Canada, South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement or the Subscription and no such prospectus is required to be published.

This announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any Subscription Shares.  No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this announcement or the Subscription and no such prospectus is required to be published.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Subscription. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Subscription Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

All offers of the Subscription Shares will be made pursuant to an exemption under the UK Prospectus Regulation (PRR 1.2.2, article 3) from the requirement to produce a prospectus.

The Company’s holding of digital assets carries risks.  These include (but are not limited to): (i) the value of digital assets can be highly volatile, with value dropping as quickly as it can rise. Investors in companies that acquire and hold digital assets must be prepared to lose all money invested in such companies; (ii) the digital asset market is largely unregulated. There is a risk of losing money due to risks such as cyber-attacks, financial crime and counterparty failure; (iii) the Company may not be able to sell its digital assets at will. The ability to sell digital assets depends on various factors, including the supply and demand in the market at the relevant time. Operational failings such as technology outages, cyber-attacks and comingling of funds could cause unwanted delay; and (iv) cryptoassets are characterised in some quarters by high degrees of fraud, money laundering and financial crime. In addition, there is a perception in some quarters that cyber-attacks are prominent which can lead to theft of holdings or ransom demands. Prospective investors in the Company are encouraged to do their own research before investing.