11 June 2026

Pri0r1ty Intelligence Group PLC

("Pri0r1ty" or the "Company")

£1.25 Million Funding Package

Appointment of Joint Broker

Pri0r1ty Intelligence Group PLC (AIM: PR1, OTC: PRIAF), the AI focused business delivering growth solutions to SMEs, is pleased to announce it has agreed an Unsecured Convertible Loan Note ("CLN") of £1.25 million (gross) with investment funds managed by Yorkville Advisors Global, LP (the "Yorkville Group").

Pursuant to the CLN, the Company will also put in place an At-The-Market ("ATM") facility arranged via the Company's newly appointed corporate broker, Bowsprit Partners Limited ("Bowsprit Partners") to facilitate repayment of the CLN by raising funds through equity issuances if required.

Use of Proceeds

The funding package described below will provide working capital to support the Company's operations and, assuming the CLN is repaid through equity issuances, is expected to provide the necessary runway for the business to become cash flow positive, ensuring the business can continue to scale, and capitalise on emerging opportunities while maintaining financial stability.

Pri0r1ty's operating companies continue to expand adoption of AI products across their specialist verticals, with a target of over 500 users by end of the current financial year in September 2026. The proceeds will expand the go-to-market strategy, increasing sales output into existing and new sectors, supporting affiliate partnerships to scale consumer engagement deploying to thousands of users and product development to scale compute requirements of our initial core four products.

Convertible Loan Note ("CLN")

The principal amount of the CLN is £1.25 million, which will be advanced net of fees. The CLN has an interest rate of 5% per annum. The Company's obligations in respect of the CLN shall be unsecured, save that each of the Company's operating subsidiaries have given a guarantee in respect of the obligations of the Company arising under the CLN. The CLN has a maturity date of 12 months from the Completion Date ("Maturity Date").

Once the Company's shares recommence trading on AIM following the lifting of the current suspension ("Suspension"), as well as the cessation of the strike off application filed against the Company by Companies House as a result of the late filing of its accounts, along with the entering into of the ATM Facility, all the Conditions for drawdown will have been met (the "Completion Date"), and the funds will be transferred to Pri0r1ty's account. The CLN can be converted into new Pri0r1ty shares by the Investor at a fixed conversion price per share equal to the lower of (i) £120% of the closing price of the shares at close of trading on the first day of trading of the Company's shares following the lifting of the Suspension and (ii) 120% of the 5 day volume weighted average price of the Shares on the 20^th trading day following the lifting of the Suspension ("Conversion Price").

No repayments are due for the first 60 days following the Completion Date.  Beginning 60 days after the Completion Date, repayment of the loan will be made in six monthly instalments: five payments of £125,000 each plus accrued interest, followed by a bullet payment of the remaining principal and accrued interest on the sixth instalment (each the "Monthly Amortisation Payment"). The CLN matures 12 months from the Completion Date.

The Company has the option to repay the CLN early in cash, at a 10% prepayment premium to the amount being repaid, provided that the share price of the Company is trading below the Conversion Price and the Company has advanced written notice 10 days prior to such prepayment.

It is a condition of the CLN that the Company seek sufficient headroom from its shareholders at its next AGM to enable the issue of Shares pursuant to the Warrants and ATM (as defined below) and should such authorities not be obtained, this would constitute an event of default under the CLN.

Issue of Warrants

Pursuant to the CLN, the Company has agreed to issue warrants to the Investor and agreed that, if a Monthly Amortisation Payment falls due, warrants to the overall value of 25% of the Monthly Amortisation Payment amount will vest and become exercisable (the "Warrants"). The Warrants will have a fixed strike price equal to the Conversion Price and will be valid for a period of three years. The Company may require the exercise of the Warrants if the Company's share price trades at a 30% premium to the strike price for 20 consecutive trading days. The Investor may offset any payment owed upon exercise of the Warrants against outstanding amounts owed under the CLN. Any conversions made by the Investor under the CLN will reduce the number of Warrants that can vest on a proportional basis.

The CLN has a commitment fee of 3% of the funding package which will be withheld by the Investor from the CLN proceeds.

In addition, the Company will issue £75,000 of warrants to Bowsprit Partners (the "Broker Warrants"), at an exercise price per share equal to the Conversion Price.

The Broker Warrants are exercisable at any time within three years of grant.

At the Market ("ATM") Facility

As a condition to entering the CLN agreement, the Company has agreed to put in place an ATM facility of up to £1.25 million on terms and conditions agreeable to the Investor.  The Company intends to enter this facility with a regulated service provider ("RSP"). The purpose of the ATM is to provide the Company with a flexible mechanism to seek to issue new shares and raise capital to repay the amortisation of the CLN at prevailing market prices. 

If so required, the RSP shall undertake, on a reasonable endeavours basis, to facilitate the placing of new shares pursuant to the ATM ("New Securities") over the course of 12 months. The Company shall have the right to place New Securities via the RSP by giving notice, at an issue price to be agreed upon by the Company and the RSP, the terms of which will  be notified once the Facility is signed in the coming days. 

Both the Warrants and ATM will depend on there being sufficient existing headroom or headroom freed up by the CLN being repaid rather than converted.

Appointment of Bowsprit Partners

The Company is pleased to announce that it has appointed Bowsprit Partners as its Joint Broker with immediate effect.

Bowsprit Partners is a London-based corporate finance and corporate broking firm specialising in advising both public and private companies. Bowsprit Partners is a Member Firm of the London Stock Exchange and holds multiple accreditations including Listing Sponsor status for the Euronext Growth and Access Markets in Paris, Brussels, Lisbon and Dublin, Euronext Growth Advisor for Euronext Growth Oslo, Corporate Adviser for the Aquis Stock Exchange, Certified Adviser for the Nasdaq First North Growth Market in Stockholm and US OTC Markets Sponsor permission for international companies.

Rory Maxwell, CEO of Pri0r1ty, commented:

"We are pleased to agree terms with Yorkville Advisors on a funding package that will accelerate the Company's current growth, in particular  our marketing, sales and product development activities.

The Company has already shown significant revenue growth in FY26 and these funds will enable us to meet the increasing customer demand across our existing platform, alongside the thousands of newly identified customers across our sales pipeline.

This funding provides a clear path to reaching a cashflow positive position and we are very excited by the Company's future prospects.

* James Sheenhan is a former director of the Company and whilst the fees due to Bowsprit Partners is not a related party transaction under the AIM Rules, James may benefit from fees paid to Bowsprit Partners under separate arrangements with that company of which he is neither a director nor a shareholder.

About Pri0r1ty Intelligence Group PLC

Pri0r1ty Intelligence Group (AIM: PR1, OTC: PRIAF) is a data, AI, and marketing services group. Our mission is to unlock engagement at scale for customer-centric organisations through a suite of tools that are uniquely trained on the client's data. We operate three revenue-generating divisions:

Halfspace - a multi award winning data-led marketing and growth solutions business focused on the sports sector, whose customers have included Premier League football clubs, motorsports teams, sports leagues, national governing bodies, sporting federations, digital media businesses, and direct-to-consumer platforms.

Pri0r1ty - an AI Software-as-a-Service (SaaS) platform which enables SMEs to streamline operations. Pri0r1ty also offers AI consultancy services.

Metr1c - a brand partnerships and growth solutions business for the entertainment sector which uses AI and data to grow revenues and engagement with fans. Metr1c's customers have included The Brits and Sony, Celtic FC, Scottish Golf and Favela Cerveja.

If you would like to explore how Pri0r1ty can help drive time and cost efficiency for your business, please contact [email protected].

Website: https://www.pri0r1ty.com/

LinkedIn:  https://www.linkedin.com/company/pri0r1ty-ai-plc/

X: https://x.com/WearePri0r1ty

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated Adviser and is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other person for providing the protections afforded to customers of Beaumont Cornish nor for advising them in relation to the transaction and arrangements described in the announcement or any matter referred to in it.