Result of GM, Update on Admission & Name Change

THIS ANNOUNCEMENT  AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS).

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN RIVERFORT GLOBAL OPPORTUNITIES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF RIVERFORT GLOBAL OPPORTUNITIES PLC.

27 May 2025

RiverFort Global Opportunities plc

("RGO" or the "Company")

(to be renamed Tooru plc)

Result of General Meeting

Acquisition of the Business from S-Ventures (the "Acquisition")

Placing to raise £0.5 million

Admission of Enlarged Share Capital to AIM

Rule 9 Waiver

Board Changes

Change of Name to Tooru plc

RiverFort Global Opportunities plc (AIM: RGO) is pleased to announce that at the General Meeting of the Company held earlier today, convened in connection with the Acquisition by the Company of certain subsidiaries (the "Target Entities") and transfer and/or satisfaction of certain liabilities (together, the "Business") of Aquis listed S-Ventures plc ("S-Ventures" or "SVEN") which constitutes a reverse-takeover under the AIM Rules ("Reverse Takeover"), all resolutions were passed.

The total number of the Company's ordinary shares currently in issue is 775,404,187.

On a poll vote taken at the General Meeting, the results of the poll were as follows:

Acquisition of the Business of S-Ventures

Following Shareholders' approval, the Company will proceed to acquire the Business from S-Ventures. S-Ventures shareholders have also voted in favor of the Acquisition and accordingly all required consents have been received. Completion and Admission are now expected to take place on 29 May 2025. Accordingly, as from Admission, the Company will become an operating company in the health and wellness sector.

In connection with the Acquisition, the Company has issued 466,666,666 Consideration Shares, 356,335,200 Loan Conversion Shares and 13,274,213 Fee Shares at the issue price of 0.75 pence.

Placing to raise £0.5 million

Commitments have been received for £0.5 million under the Committed Placing and the Company has issued 66,666,664 Placing Shares at the issue price of 0.75 pence.  The Placing was not underwritten.

Admission of Enlarged Share Capital to AIM

The Company has applied for a total of 1,678,346,930 ordinary shares of 0.01 pence each (the "Ordinary Shares") to be admitted to trading on AIM ("Admission").  Admission is expected to take place at 08.00 on 29 May 2025 to enable completion to take place.  The 902,942,743 new ordinary shares with nominal value of 0.01 pence each issued as Consideration Shares, Loan Conversion Shares and Fee Shares will rank pari passu with the 775,404,187 existing ordinary shares.

Rule 9 Waiver

In accordance with the Takeover Code, following the passing of the Rule 9 Waiver Resolutions at the General Meeting, on Admission the members of the Concert Party comprising S-Ventures and Scott Livingston and his close relatives, will be interested in 589,760,267 Ordinary Shares, representing 35.14 per cent. of the voting rights of the Company on Admission. In addition, Scott Livingston will receive an option award to acquire up to 149,856,544 New Ordinary Shares. The maximum potential holding of the members of the Concert Party, if Scott Livingston exercised all of his options and no other options or warrants were exercised, would be 739,616,810 Ordinary Shares, representing approximately 40.46 per cent. of the diluted enlarged voting rights of the Company.

Board and Interests

Effective from Admission Amanda Van Dyke and Andrew Nesbitt will retire as Directors of the Company and Scott Livingston, Stephen Argent, Matthew Peck and Alexander Phillips will be appointed. Accordingly, the Company's Board will comprise:

Nicholas Lee, Non-Executive Chairman

Scott Paul Livingston, Chief Executive Officer

Stephen Argent, Chief Financial Officer

Matthew Arthur Henry Peck, Executive Director (Chief Digital Officer)

Philip Haydn-Slater, Independent Non-Executive Director

Alexander ("Alex") James Bevan Phillips, Independent Non-Executive Director

Scott Livingston and Stephen Argent have both resigned from the Board of Nourisher Food and Drinks Limited, but otherwise Directors' biographies as well as further disclosures on the Directors required pursuant to Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies are contained respectively at paragraphs 12 of Part I and 6 of Part V in the Admission Document dated 8 May 2025.

Details of the Directors' and significant shareholders' interests are set out in paragraph 5 of Part V of the Admission Document dated 8 May 2025.

Change of Name to Tooru plc

Upon completion of the Acquisition, the Company will trade under the new name of "Tooru plc", its new TIDM will be "TOO" and the new website will be available at https://tooru.com

Timetable

The Acquisition Agreement will become unconditional, and Admission will become effective at 8.00 on 29 May 2025.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Admission Document and/or the Circular which were published on 8 May 2025 and are available on the Company's website https://riverfortglobalopportunities.com

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Nicholas Lee, Investment Director.

Enquiries:

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. 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 persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.