NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

21 JANUARY 2026

RECOMMENDED CASH OFFER

by

VERTIGIS LTD

for

1SPATIAL PLC

to be effected by means of a Scheme of Arrangement

under Part 26 of the Companies Act 2006

1.       Introduction

On 12 December 2025, the board of directors of 1Spatial plc ("1Spatial") (the "1Spatial Directors") announced an agreement in principle with the board of directors of VertiGIS Ltd ("VertiGIS") on the terms of a possible cash offer for the entire issued and to be issued ordinary share capital of 1Spatial (the "Possible Offer Announcement"). That announcement set out that VertiGIS had completed commercial due diligence and required only limited confirmatory due diligence for VertiGIS to proceed to making an announcement of a firm intention to make an offer under Rule 2.7 of the Code.

VertiGIS has now completed its confirmatory due diligence and accordingly the 1Spatial Directors and the board of directors of VertiGIS are pleased to announce the terms of a recommended cash offer to be made by VertiGIS for the entire issued and to be issued ordinary share capital of 1Spatial (the "Acquisition").

2.       The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions, certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document, each 1Spatial Shareholder will be entitled to receive:

73 pence in cash per 1Spatial Share

·           The Acquisition values the entire issued and to be issued ordinary share capital of 1Spatial at approximately £87.10 million.

·           The Acquisition represents a premium of approximately:

‒     56.99 per cent. to the Closing Price of 46.50 pence per 1Spatial Share on 11 December 2025 (being the last Business Day before the Possible Offer Announcement);

‒     51.47 per cent. to the Volume Weighted Average Price of 48.19 pence per 1Spatial Share during the three-month period ended 11 December 2025 (being the last Business Day before the Possible Offer Announcement); and

‒     53.24 per cent. to the Volume Weighted Average Price of 47.64 pence per 1Spatial Share during the six-month period ended 11 December 2025 (being the last Business Day before the Possible Offer Announcement).

The 1Spatial Shares will be acquired by VertiGIS with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights or interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the Effective Date in respect of the 1Spatial Shares.

If any dividend or other distribution in respect of the 1Spatial Shares is declared, paid or made on or after the date of this Announcement, VertiGIS reserves the right to reduce the consideration payable for each 1Spatial Share under the terms of the Acquisition by the amount per 1Spatial Share of such dividend or distribution, in which case any reference in this Announcement to the consideration payable under the terms of the Acquisition will be deemed to be a reference to the consideration as so reduced. In such circumstances, 1Spatial Shareholders would be entitled to retain any such dividend or distribution.

3.       Background to and reasons for the Acquisition

1Spatial is a leader in delivering Location Master Data Management ("LMDM") software and services solutions, helping to solve its customers' data challenges with user-friendly, no-code, cloud-enabled solutions and business applications, facilitating automated data governance and delivering increased efficiencies and significant cost savings for its users.

The Acquisition represents an opportunity for VertiGIS to continue building a leading global provider of Geographic Information Systems ("GIS") enabled software and services solutions, by combining its spatial asset management and GIS solutions for spatial analysis and visualisation, with 1Spatial's LMDM software and services that deliver a "source of truth" for location data by ensuring its quality and consistency. By bringing together two complementary businesses in terms of both customer footprint and geographic footprint, who are longstanding commercial partners (1Spatial operates as a key distributor of VertiGIS's products, in particular the VertiGIS Studio product in the UK and Irish markets), the Acquisition creates a compelling and global proposition in the market, particularly servicing clients seeking international software, data and insights solutions.

From a customer end-market perspective, VertiGIS has an existing leadership position in utilities, government, telecommunications and infrastructure, whilst 1Spatial has a leadership position in government & public safety, utilities, and transportation & infrastructure. The combined company will benefit from the shared go-to-market and customer service expertise that each business has developed.

From a geographic end-market perspective, VertiGIS has a strong position in the DACH region (Germany, Austria, and Switzerland), whilst 1Spatial has strong penetration and a leadership position in the United Kingdom and Ireland, Europe, the US and Australia.

The combination of the two companies should therefore create a compelling product and services portfolio in the market for each business's respective clients.

Finally, VertiGIS believes that in order to maximise its future potential, 1Spatial would be better suited to a private company environment, where initiatives to improve the performance of the business can be implemented effectively, working in tandem with VertiGIS, free from the requirement to meet the public equity market's shorter-term reporting requirements and expectations.

4.       1Spatial trading update

As flagged in 1Spatial's Interim FY26 Results statement released in October 2025, 1Spatial continues to experience a significant H2 weighting in its trading reflecting the seasonal skew in 1Spatial's software renewals. While the 1Spatial Group expects to deliver solid progress achieving revenues of c.£35 million for the year ending 31 January 2026 ("FY2026"), with recurring revenue expected to represent over 60 per cent., certain contracts are now expected to be entered into shortly after the current period end which, given the impact is solely one of timing, the Board does not believe affects the medium term prospects or valuation of the Company.

The seasonal patterns of contract renewals are also reflected in 1Spatial's cash flow profile, with inflows typically generated in Q4 FY2026. 1Spatial expects to have a net debt position of approximately £3.0 million for FY2026 reflecting the continued investment in working capital to support the development of the 1Spatial Group.

5.       Recommendation

The 1Spatial Directors, who have been so advised by Panmure Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the 1Spatial Directors, Panmure Liberum has taken into account the commercial assessments of the 1Spatial Directors. Panmure Liberum is providing independent financial advice to the 1Spatial Directors for the purposes of Rule 3 of the Code.

Accordingly, the 1Spatial Directors intend to recommend unanimously that the 1Spatial Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if VertiGIS exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer), as the 1Spatial Directors who hold 1Spatial Shares (in a personal capacity or through a nominee) have irrevocably undertaken to do in respect of their own (and their connected persons') beneficial holdings of 1,483,162 1Spatial Shares (representing, in aggregate, approximately 1.33 per cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last Business Day prior to the date of this Announcement)).

Further details of these irrevocable undertakings are set out below and in Appendix III.

6.       Background to and reasons for the recommendation

1Spatial has undergone a significant transformation over the past five years, since 31 January 2020, as it has focused on becoming a SaaS-led recurring revenue business. Over the period, 1Spatial has delivered consistent revenue growth whilst growing recurring revenues from 41 per cent. to 62 per cent. of 1Spatial Group revenue. In conjunction, the 1Spatial Group has delivered 10 per cent. CAGR in gross profit in the period from 31 January 2022 to 31 January 2025.

The 1Spatial Directors continue to be focused on transitioning towards a full SaaS cloud-based revenue model as it seeks to build out a scalable business in Location Master Data Management software and solutions achieved through expanding 1Spatial's US operations and SaaS businesses, particularly the 1Streetworks traffic management automation plan product ("1Streetworks"). Launched in January 2023, 1Streetworks fully automates the production of traffic management plans, diversion routing and asset inventory lists.

Since launch, 1Streetworks has experienced growing industry recognition and commercial traction, including securing a pilot programme with UK Power Networks ("UKPN") in February 2024 and in October 2025, secured a £1 million 15-month extension with UKPN, with a one-year extension option. The 1Spatial Directors believe that 1Streetworks currently serves a c.£400 million addressable market in the UK, and represents a significant opportunity to build a high margin SaaS revenue stream.

Beyond 1Streetworks, 1Spatial has an established position in the US which represented 13 per cent. of 1Spatial's revenues in FY25. The US represents a "land and expand" opportunity for 1Spatial, focused on government, utilities, transport and emergency services sectors. 1Spatial has established credentials and in September 2025 secured an annually renewing $1.7 million enterprise agreement with the California Department of Transportation ("Caltrans"). Caltrans is one the most influential Departments of Transport ("DOTs") in the US and use cases that have been implemented within California are replicable with the other DOTs. 1Spatial has ongoing projects with six additional DOTs, each with expansion opportunity.

The targeted investments in sales and marketing capacity in FY25 have delivered an increase in pipeline which now needs to be converted. The 1Spatial Directors are cognisant of the need to further invest in 1Spatial's next generation data platform and SaaS products which would accelerate the development of these key growth drivers. To that end, the 1Spatial Directors indicated in 1Spatial's interim FY26 results statement that it was considering strategic options for its Australian business to realise value for re-investment.

The 1Spatial Directors remain confident in the standalone prospects of 1Spatial as an independent company and note the progress achieved against its strategic priorities, including the growth in software and SaaS revenues. However, the 1Spatial Directors are also cognisant of the inherent execution risks associated with scaling the business and capital required to achieve this.

In light of this, the 1Spatial Directors have carefully evaluated the Acquisition in the context of current market conditions for UK small‑cap technology issuers and 1Spatial's capital needs to accelerate execution.

Whilst the directors of 1Spatial have full confidence in 1Spatial being well positioned for future continued success and that its long-term prospects are strong as an independent listed entity, they strongly believe that the recommended offer fairly reflects the strength of the 1Spatial business today and its future prospects and provides an opportunity for 1Spatial Shareholders to realise their investment in 1Spatial, in cash, at an attractive price. Furthermore, the directors of 1Spatial believe that the opportunity presented for value creation would be best captured in private company environment.

Balancing the attractive long-term prospects for 1Spatial against these risks, the 1Spatial Directors believe the Acquisition would:

1.    Deliver certain and fair value to 1Spatial shareholders, providing an immediate liquidity event at a cash price representing a premium of approximately.

‒     56.99 per cent. to the Closing Price of 46.50 pence per 1Spatial Share on 11 December 2025 (being the last Business Day before the commencement of the Offer Period);

‒     51.47 per cent. to the Volume Weighted Average Price of 48.19 pence per 1Spatial Share during the three-month period ended 11 December 2025 (being the last Business Day before the commencement of the Offer Period); and

‒     53.24 per cent. to the Volume Weighted Average Price of 47.64 pence per 1Spatial Share during the six-month period ended 11 December 2025 (being the last Business Day before the commencement of the Offer Period).

2.    Accelerate 1Spatial's strategy under private ownership, enabling increased investment in go‑to‑market, product, and customer success beyond what is feasible given balance‑sheet constraints and the costs and disclosure obligations associated with an AIM listing.

3.    Create a compelling strategic combination with VertiGIS, a Battery Ventures‑backed global provider of enterprise geospatial software with an established ESRI ArcGIS® ecosystem, broad industry reach, a track record of innovation and inorganic growth, and a longstanding commercial partner whereby 1Spatial operates as a key distributor of VertiGIS's products. The 1Spatial Directors believe that alignment of product capabilities and customer bases would support faster adoption of 1Spatial's technology and broaden international distribution.

In considering the Acquisition, the 1Spatial Directors have also taken into account VertiGIS's stated intentions for the business and its employees. The 1Spatial Directors also believe that the 1Spatial Group's existing employees will benefit from greater opportunities from being part of VertiGIS as well as from the intended additional investment by VertiGIS in 1Spatial Group and that customers who rely on trusted, governed location data may benefit from the resources of a scaled geospatial platform.

Accordingly, the 1Spatial Directors intend to unanimously recommend the Acquisition.

7.       Conditions

The Acquisition is conditional, amongst other things, upon:

a)       the approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders entitled to vote and present and voting, either in person or by proxy, at the Court Meeting (or at any adjournment, postponement or reconvention of such meeting) on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date as may be agreed between VertiGIS and 1Spatial and the Court may allow);

b)       the passing of the Resolutions necessary to implement the Scheme by the requisite majority at the General Meeting to be held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as VertiGIS and 1Spatial may agree and the Court may allow); and

c)       satisfaction of the UK FDI Condition, French FDI Condition and Belgian FDI Condition.

The attention of 1Spatial Shareholders is drawn to the fact that the Acquisition is also conditional on other Conditions and certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to 1Spatial Shareholders within 28 days of the date of this Announcement, unless VertiGIS and 1Spatial otherwise agree, and the Takeover Panel consents, to a later date.

8.       Irrevocable undertakings and letters of intent

VertiGIS has received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if VertiGIS exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from those of the 1Spatial Directors who hold 1Spatial Shares (in a personal capacity or through a nominee) in respect of their (and their connected persons') entire beneficial holdings of 1Spatial Shares, amounting, in aggregate, to 1,483,162 1Spatial Shares (representing, in aggregate, approximately 1.33 per cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last Business Day prior to the date of this Announcement)).

In addition to the irrevocable undertakings from the 1Spatial Directors, VertiGIS has also received irrevocable undertakings to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if VertiGIS exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Threadneedle Asset Management Limited and Columbia Threadneedle Management Limited, collectively 1Spatial's largest shareholder, in respect of 19,795,840 1Spatial Shares representing, in aggregate, approximately 17.70 per cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last Business Day prior to the date of this Announcement).

VertiGIS has also received non-binding letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, subject to the terms of the Co-operation Agreement and with the consent of the Takeover Panel, if VertiGIS exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) from Canaccord Genuity Asset Management, 1Spatial's second largest shareholder, Lombard Odier Asset Management (Europe) Limited, J O Hambro Capital Management Limited, BGF Investments LP and Downing LLP in respect of 37,397,391 1Spatial Shares representing, in aggregate, approximately 33.43 per cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last Business Day prior to the date of this Announcement).

In total therefore, as at the date of this Announcement, VertiGIS has received irrevocable undertakings and letters of intent to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting (or, if VertiGIS exercises its right to implement the Acquisition by way of a Takeover Offer, to accept such offer) with respect to a total of 58,676,393 1Spatial Shares (representing approximately 52.45 per cent. of the 1Spatial Shares in issue on 20 January 2026 (being the last Business Day prior to the date of this Announcement)).

Further details of these irrevocable undertakings and letters of intent (including details of the circumstances in which they cease to be binding) are set out in Appendix III.

9.       Information on VertiGIS and Battery

VertiGIS

VertiGIS, backed by Battery, is a leading spatial asset management and GIS solutions provider and software developer. VertiGIS's focus is on developing software solutions and services that enable professionals in utility, government, telecommunications and infrastructure organisations to connect their business processes with spatial asset management solutions. Used by more than 5,000 customers and millions of end users worldwide, VertiGIS's product portfolio is designed to extend the capabilities of leading GIS software. Headquartered in London, UK, VertiGIS has over 500 employees operating from more than 21 offices in 9 countries.

Battery

Battery is a global, technology-focused investment firm with offices in the U.S., Europe and Israel. Battery invests across early venture capital, growth equity and buyout investments across the technology sector. Currently investing from its 14th flagship fund, Battery Ventures XIV, and companion fund Select Fund II, the funds are together capitalised at a combined $3.8 billion, with Battery having raised +$13 billion since inception.

10.     Information on 1Spatial

1Spatial is a leader in delivering LMDM software and solutions, helping to solve its customers' data challenges with user-friendly, no-code, cloud-enabled solutions and business applications, facilitating automated data governance and delivering increased efficiencies and significant cost savings for its users. Understanding the complexity of location data formats and sources, the rules that need to be applied to validate data and how to resolve issues that arise from complex data integration and transformation projects is key to 1Spatial's offering.

1Spatial provides solutions in the auditing, validation, cleansing, synchronising, updating and analysing of location data, and its technology powers some of the world's largest location data implementations, such as Caltrans in the US and the National Underground Asset Register in the UK.

Patented technology enables 1Spatial to validate, map and integrate data from multiple sources, systems and formats at speed and at scale, without requiring the data to be centralised beforehand. Its technology can be used to process both spatial and non-spatial data.

1Spatial operates across 7 countries with key clients located in 25 countries and across key segments of government and public safety; utilities; and transportation and infrastructure. Clients include Caltrans, the State of Michigan, UK Power Networks, Ordnance Survey and Airbus.

11.     Management, employees, pension scheme, research and development and locations of the 1Spatial Group

The Acquisition represents an opportunity for VertiGIS to continue building a leading global provider of Geographic Information Systems ("GIS") enabled software and services solutions, by combining its spatial asset management and GIS solutions for spatial analysis and visualisation, with 1Spatial's LMDM software and services. The Acquisition will bring together two complementary businesses in terms of both customer footprint and geographic footprint, who are longstanding commercial partners.

Upon the Acquisition becoming Effective, VertiGIS intends to continue its evaluation and examine in more depth the 1Spatial business, to determine any organisational and structural changes that should be implemented to integrate 1Spatial into the VertiGIS Group. The complementary nature of the 1Spatial and VertiGIS businesses means the integration of operations will provide opportunity for both revenue synergies and cost savings across the Enlarged Group. The evaluation will focus on 1Spatial's customer relationships, business expansion opportunities, software and services delivery practices, and an assessment of the best process for VertiGIS to bring its consistent operating playbook, management structure and best practices to drive operational efficiencies in 1Spatial.

Furthermore, VertiGIS intends to invest in the Enlarged Group, both organically and potentially via acquisitions. VertiGIS has a track record of making acquisitions and at any point in time is typically evaluating several potential opportunities across North America, the UK and Europe, and Asia Pacific, each at varying stages of engagement. With the backing of Battery, the Enlarged Group has the capability to execute these if it wishes.

Directors, management and employees

VertiGIS attaches great importance to the skills and experience of 1Spatial's employees including its management team, and their contribution to the success of the 1Spatial business to date.

It is the intention of VertiGIS to integrate two complementary businesses in a way which minimises disruption to stakeholders, whilst delivering the expected opportunities and benefits of the Acquisition.

VertiGIS's preliminary assessment during discussions with 1Spatial has identified potential synergies arising from the Acquisition, from duplication of certain common functions of both businesses. VertiGIS anticipates that an outcome of the integration will be a reduction in employee headcount across the Enlarged Group to the extent necessary to remove such duplication, primarily in general administrative and business support roles, including those corporate headquarters roles which may not be needed on a re-registration of 1Spatial as a private company, and that the level is likely to be material when considered against 1Spatial's employee base. The integration may also result in some further role reorganisation, reduction or redeployment, which may also be material when considered against 1Spatial's existing employee base. In addition, VertiGIS anticipates that the integration may also lead to some role reorganisation, potential reduction in employee headcount or redeployment in the research and development function, and that the level is likely to be material when considered against 1Spatial's employee base. VertiGIS will not be in a position to assess what proportion of such headcount reduction will be realised at each of VertiGIS and 1Spatial until it has progressed its post-completion review. It is anticipated that efforts will be made to mitigate the need for redundancies through the standalone growth of the Enlarged Group, natural attrition, and the slowing or pausing of select hiring plans.

The evaluation, preparation, and implementation of any headcount reductions will be subject to comprehensive planning and appropriate engagement with stakeholders, including all legally required information and consultation with employees and employee representatives. Any individuals affected will be treated in a manner consistent with the established high standards, culture and practices of VertiGIS, and in accordance with all applicable laws.

VertiGIS confirms that, following the Acquisition becoming Effective, the existing contractual and statutory employment rights of the 1Spatial Group's management and employees will be fully safeguarded in accordance with applicable law.

Subject to the above, VertiGIS does not expect there to be any material changes in the balance of skills and functions of the employees or management.

VertiGIS believes that the Acquisition will result in greater opportunities for 1Spatial's staff as part of the Enlarged Group, particularly in terms of activities that pertain to developing and expanding its market position internationally.

VertiGIS greatly admires the skills and achievements of 1Spatial's existing executive management team and following the Acquisition becoming Effective, VertiGIS intends to work with existing 1Spatial management to identify any necessary changes to best take 1Spatial forward under VertiGIS ownership.

The Enlarged Group will be led by Andy Berry, CEO of VertiGIS. It is intended that the broader executive leadership team will be constructed from both businesses following completion of the Acquisition and following review of functions post completion. It is expected that some of the 1Spatial executive management team will leave the Enlarged Group within the 12 months post-completion.

The non-executive directors will cease to be directors of 1Spatial with effect from the Scheme becoming Effective.

Research and development

Other than as described above, VertiGIS does not intend to make any material changes to 1Spatial's research and development function.

Existing rights and pensions

VertiGIS does not intend to make any changes to the eligibility rules or contribution rates that apply under 1Spatial's defined contribution pension plans and intends to comply with all applicable law in this regard. 1Spatial does not operate a defined benefit pension scheme (as defined in the Code).

Incentive arrangements

VertiGIS believes that the ongoing participation of senior management of the 1Spatial Group is very important to the future success of the 1Spatial Group. VertiGIS has not entered into, has not had discussions on proposals to enter into, and will not do so prior to the Scheme becoming Effective, any form of incentivisation arrangements with members of 1Spatial's management. VertiGIS intends to put in place incentive arrangements for certain members of the 1Spatial management team following completion of the Acquisition.

Headquarters, locations, fixed assets

VertiGIS intends to maintain 1Spatial's existing network of offices and confirms that it intends to maintain 1Spatial's Cambridge, UK office as the Enlarged Group's UK headquarters. VertiGIS has no intentions to redeploy the fixed assets of 1Spatial.

Trading Facilities

1Spatial Shares are currently admitted to trading on AIM. As set out in paragraph ‎17 of this Announcement, a request will be made to the London Stock Exchange to cancel the admission to trading of the 1Spatial Shares on AIM on or shortly after the Effective Date. VertiGIS intends to re-register 1Spatial as a private company after the Effective Date.

Post-offer undertakings

No statements in this paragraph ‎11 constitute "post-offer undertakings" for the purposes of Rule 19.5 of the Code.

12.     Financing

The cash consideration payable to 1Spatial Shareholders under the terms of the Acquisition will be financed by an interim facilities agreement between, among others, VertiGIS and the Sixth Street Financing Entities, comprising of a €155,000,000 interim senior term loan facility.

Raymond James, in its capacity as financial adviser to VertiGIS, is satisfied that sufficient cash resources are available to VertiGIS to enable it to satisfy in full the cash consideration payable to 1Spatial Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

13.     Deferred Shares

In addition to its ordinary share capital, 1Spatial has 226,699,878 Deferred Shares in issue. The Deferred Shares are not listed on any exchange and have limited rights.

The Deferred Shares were created by a special resolution of 1Spatial passed on 7 November 2011, with the rights attaching to the Deferred Shares being contained in that resolution and summarised below.

The Deferred Shares have no right to participate in the profits of 1Spatial (whether by way of dividend or other distribution), but have the right to participate on a return of capital on a winding up of 1Spatial by a repayment of the capital paid up on such Deferred Share after the holders of 1Spatial Shares have each been paid a sum of £1,000,000 per 1Spatial Share. Holders of Deferred Shares have no other rights to participate in the assets of 1Spatial.

The Deferred Shares do not confer on their holders any right to receive notice of, attend or vote at general meetings of 1Spatial, including the Court Meeting and the General Meeting. Accordingly, the Deferred Shares do not constitute "equity share capital" for the purposes of the Code and the Deferred Shares will not form part of the Scheme and no comparable offer under Rule 14 of the Code will be made for the Deferred Shares.

Further, the special resolution provided that 1Spatial is authorised at any time to appoint any person to execute on behalf of the holder or holders of the Deferred Shares a transfer and/or an agreement to transfer, all or any of the Deferred Shares without making any payment in respect of such transfer to such person as 1Spatial may determine. The 1Spatial Directors have resolved, conditional only upon the Court sanction of the Scheme, to exercise the rights set out in the special resolution to appoint one of the 1Spatial Directors to act on behalf of all holders of Deferred Shares to transfer and to execute a contract of sale and transfer by way of customary stock transfer form transferring all of the Deferred Shares to VertiGIS for nil consideration, such transfer to be automatically effective on the Scheme becoming effective in accordance with its terms.

14.     Offer-related arrangements

Confidentiality Agreement

1Spatial plc and VertiGIS Ltd entered into a confidentiality agreement on 9 October 2025 (the "Confidentiality Agreement") pursuant to which VertiGIS has undertaken to keep, and to procure that certain of its authorised representatives keep, information relating to 1Spatial and/or to the potential acquisition confidential, to use such information solely for evaluation, negotiations and related fund‑raising, and not to disclose such information to any third party (with certain exceptions). These confidentiality obligations continue in force notwithstanding any decision not to proceed or the return/destruction of information, but terminate on completion of the acquisition as regards information belonging or relating to 1Spatial and its group.

The agreement also contains undertakings from VertiGIS that, for a period of 12 months from the date of the agreement, it shall not, and shall procure that no VertiGIS group company shall: (i) induce or attempt to induce any director or executive/managerial employee of the 1Spatial Group who came into contact with VertiGIS during the process to leave their employment, (ii) employ or offer to employ or attempt to employ any such person; (iii) canvass, solicit or otherwise seek the custom of any customer or client of the 1Spatial Group at the date of the agreement (or in the preceding 12 months) in relation to goods or services similar or identical to those supplied or provided by VertiGIS or its group (subject to ordinary‑course carve‑outs); or (iv) induce or attempt to induce any such customer or client to change adversely the terms, frequency or volume of its dealings with the 1Spatial Group, subject to limited exceptions (including general advertisements and search firms not specifically instructed).

VertiGIS has also agreed to standstill arrangements pursuant to which, for a period of 12 months from the date of the agreement, VertiGIS will not, and will procure that certain connected persons shall not, acquire shares or other securities of 1Spatial or any interest in them, or otherwise take actions that could oblige any person to announce or make an offer for 1Spatial, or solicit 1Spatial's shareholders in connection with an acquisition; these restrictions fall away if: (i) VertiGIS (or a VertiGIS group company) announces a recommended firm intention to acquire 1Spatial under Rule 2.7 of the Code; (ii) a third party not acting in concert with VertiGIS (or a VertiGIS group company) announces a firm intention to acquire 1Spatial under Rule 2.7 of the Code; or (iii) 1Spatial announces that a person not acting in concert with VertiGIS or any VertiGIS group company has agreed to acquire all or substantially all of the undertaking, assets or business of the 1Spatial group.

Co-operation Agreement

On the date of this Announcement, 1Spatial and VertiGIS have entered into a Co-operation Agreement in relation to the Acquisition pursuant to which, among other things:

a)   VertiGIS has agreed to use all reasonable endeavours to secure all regulatory clearances and authorisations as soon as reasonably practicable following the date of this Announcement and in any event in sufficient time to enable the Effective Date to occur by the Long Stop Date;

b)   VertiGIS shall be responsible for determining the strategy for obtaining such regulatory clearances and authorisations after prior consultation with 1Spatial and after having taken into account 1Spatial's reasonable comments;

c)   1Spatial and VertiGIS have agreed to certain customary undertakings to co-operate in relation to such regulatory clearances and authorisations;

d)   VertiGIS has agreed to provide 1Spatial with certain information for the purposes of the Scheme Document and to otherwise assist with the preparation of the Scheme Document;

e)   each of 1Spatial and VertiGIS has agreed to take certain actions to implement certain proposals in relation to the 1Spatial Share Plan; and

f)    VertiGIS has a right to switch to a Takeover Offer in specified circumstances and VertiGIS has agreed to certain provisions if the Scheme should switch to a Takeover Offer.

The Co-operation Agreement shall terminate with immediate effect:

a)   if agreed in writing between the parties at any time;

b)   upon service of written notice by either VertiGIS or 1Spatial to the other if, prior to the Long Stop Date, any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date (in circumstances where invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Takeover Panel);

c)   VertiGIS invokes a Condition (in circumstances where invocation of the relevant Condition is permitted by the Takeover Panel) and the Scheme has been withdrawn (otherwise than as a result of a switch to a Takeover Offer) or, following such a switch, the Takeover Offer lapses;

d)   upon service of written notice by VertiGIS to 1Spatial if: (i) an Adverse Recommendation Change (as defined in the Co-operation Agreement) occurs; (ii) if the Acquisition is being implemented by way of a Scheme and: (A) the Court Meeting and the General Meeting are not held on or before the 22nd day after the expected date of the Court Meeting and the General Meeting (as applicable) to be set out in the Scheme Document (or subsequent announcement of the Acquisition timetable) (or such later date as may be agreed in writing between the parties with the consent of the Takeover Panel and the approval of the Court (if such approval(s) are required)); or (B) the Sanction Hearing is not held on or before the later of (A) the 22nd day after the expected day of the Sanction Hearing as set out in the Scheme Document (or subsequent announcement of the Acquisition timetable); and (B) thirty days after all the Conditions have been satisfied or waived (or such later date as may be agreed in writing between the parties with the consent of the Takeover Panel and the approval of the Court (if such approval(s) are required)); (iii) if a Competing Proposal (as defined in the Co-operation Agreement): (i) is recommended in whole or in part by the 1Spatial Board; or (ii) completes, becomes effective or becomes unconditional in all respects;

e)   if the Acquisition is, with the consent of the Takeover Panel, withdrawn or lapses in accordance with its terms prior to the Long Stop Date (other than where (i) such lapse or withdrawal is as a result of the exercise of VertiGIS's right to effect a Switch (as defined in the Co-operation Agreement) or (ii) it is otherwise to be followed within five Business Days by an announcement under Rule 2.7 of the Code made by VertiGIS or a person acting in concert with it to implement the Acquisition by a different offer or scheme on substantially the same or improved terms and which is (or is intended to be) recommended by the 1Spatial Board); or

f)    unless otherwise agreed by the parties in writing or required by the Takeover Panel, if the Effective Date has not occurred by the Long Stop Date.

Clean Team Agreement and Joint Defence Agreement

1Spatial, VertiGIS, Travers Smith LLP and Latham & Watkins (London) LLP have entered into a Clean Team and Joint Defence Agreement dated 22 December 2025, the purpose of which is to ensure that the exchange and/or disclosure of certain materials relating to the parties and in relation to the antitrust and regulatory aspects of the Acquisition only takes place between their respective external counsel and external experts, and does not diminish in any way the confidentiality of such materials and does not result in a waiver of any privilege, right or immunity that might otherwise be available.

15.     Structure of the Acquisition

Scheme

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between 1Spatial and the Scheme Shareholders under Part 26 of the Companies Act. VertiGIS reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer.

The purpose of the Scheme is to provide for VertiGIS to become the owner of the whole of the issued and to be issued ordinary share capital of 1Spatial. Under the Scheme, the Acquisition is to be achieved by the transfer of the Scheme Shares held by Scheme Shareholders to VertiGIS in consideration for which the Scheme Shareholders will receive cash consideration pursuant to the Scheme.

Approval by Court Meeting and General Meeting

To become Effective, the Scheme requires, amongst other things, the:

a)   approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted, either in person or by proxy, at the Court Meeting; and

b)   approval by the requisite majority of the Resolutions at the General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.

Application to Court to sanction the Scheme

Once the approvals have been obtained at the Court Meeting and the General Meeting and the other Conditions have been satisfied or (where applicable) waived, the Scheme must be sanctioned by the Court at the Sanction Hearing before it can become Effective.

The Scheme will become Effective in accordance with its terms on delivery of the Court Order to the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or General Meeting, or whether they voted in favour of or against the Scheme.

The Scheme will contain a provision for VertiGIS and 1Spatial to jointly consent, on behalf of all persons concerned, to any modification of or addition to the Scheme or to any condition that the Court may approve or impose. 1Spatial has been advised that the Court would be unlikely to approve any modification of, or addition to, or impose a condition to the Scheme which might be material to the interests of Scheme Shareholders unless Scheme Shareholders were informed of such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the 1Spatial Shareholders should be held in these circumstances.

Full details of the Scheme to be set out in the Scheme Document

The Scheme Document will include full details of the Scheme, including the expected timetable and the action to be taken by Scheme Shareholders. The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, the AIM Rules, the London Stock Exchange and the FCA.

The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to 1Spatial Shareholders within 28 days of the date of this Announcement, unless VertiGIS and 1Spatial otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Scheme Document will also be made available on 1Spatial's website at https://1spatial.com/investors/possible-offer/ and VertiGIS's website at https://www.vertigis.com/1spatial-plc/.

At this stage, subject to the satisfaction or waiver of the Conditions and certain further terms set out in Appendix I, VertiGIS and 1Spatial expect the Acquisition to become Effective during the first half of 2026.

If the Scheme does not become Effective on or before the Long Stop Date (or such later date as VertiGIS and 1Spatial may, with the consent of the Takeover Panel and, if required, the Court, agree) it will lapse and the Acquisition will not proceed (unless the Takeover Panel otherwise consents).

Right to switch to a Takeover Offer

Subject to the terms of the Co-operation Agreement, VertiGIS reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the issued and to be issued ordinary share capital of 1Spatial as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of VertiGIS's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendments referred to in Part C of Appendix I.

16.     1Spatial Share Plan

Participants in the 1Spatial Share Plan will be contacted regarding the effect of the Acquisition on their rights under the 1Spatial Share Plan and, where relevant, appropriate proposals will be made to such participants pursuant to Rule 15 of the Code in due course. Further details of these proposals and the impact of the Acquisition on the 1Spatial Share Plan are summarised in the Co-operation Agreement and will be set out in the Scheme Document and in separate letters to be sent to participants of the 1Spatial Share Plan at or around the same time as the Scheme Document.

17.     De-listing and re-registration

It is intended that the London Stock Exchange will be requested to cancel trading of 1Spatial Shares on AIM on or shortly after the Effective Date. It is expected that the last day of dealings in 1Spatial Shares on AIM will be the Business Day immediately prior to the Effective Date and that no transfers will be registered after 6.00 p.m. on that date. Upon the Scheme becoming Effective, share certificates in respect of the 1Spatial Shares will cease to be valid and should be destroyed. In addition, entitlements to 1Spatial Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date, it is intended that 1Spatial will be re-registered as a private limited company under the relevant provisions of the Companies Act.

18.     Disclosure of interests in 1Spatial

As at the close of business on 20 January 2026, being the last Business Day prior to the date of this Announcement, save for the irrevocable undertakings and letters of intent referred to in paragraph ‎8 above, neither VertiGIS nor, so far as VertiGIS is aware, any person acting, or deemed to be acting, in concert with VertiGIS:

a)       had an interest in, or right to subscribe for, relevant securities of 1Spatial;

b)       had any short position in (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of, relevant securities of 1Spatial;

c)       had procured an irrevocable commitment or letter of intent to accept the terms of the Acquisition in respect of relevant securities of 1Spatial;

d)       had borrowed or lent any 1Spatial Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code) save for any borrowed shares which have been either on-lent or resold; or

e)       is a party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code.

Furthermore, save for the irrevocable undertakings and letters of intent described in paragraph 8 above, no arrangement exists between 1Spatial or VertiGIS or a person acting in concert with 1Spatial or VertiGIS in relation to 1Spatial Shares. For these purposes, an "arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to 1Spatial Shares which may be an inducement to deal or refrain from dealing in such securities.

19.     Documents on display

Copies of this Announcement and the following documents will, by no later than 12:00 noon on the Business Day following the date of this Announcement, be made available on 1Spatial's website at https://1spatial.com/investors/possible-offer/  and on VertiGIS's website https://www.vertigis.com/1spatial-plc/ until the end of the Offer Period:

·           this Announcement;

·           the irrevocable undertakings and letters of intent referred to in paragraph ‎8;

·           the Confidentiality Agreement;

·           the Co-operation Agreement;

·           Clean Team and Joint Defence Agreement;

·           the documents entered into in relation to the financing of the Acquisition referred to in paragraph ‎12; and

·           consent letters from each of Raymond James, Panmure Liberum and Cavendish.

None of the contents of any website referred to in this Announcement, or the content of any other website accessible from hyperlinks on either such website, is incorporated into or forms part of, this Announcement.

20.     General

The Acquisition will be subject to the Conditions, certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Scheme Document. The Scheme Document, along with the notice of the Court Meeting and the General Meeting and the Forms of Proxy will be despatched to 1Spatial Shareholders within 28 days of the date of this Announcement, (or by such later date as VertiGIS and 1Spatial may agree, with the consent of the Takeover Panel).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, 1Spatial Shareholders should rely on the information contained, and follow the procedures described, in the Scheme Document.

Raymond James, Panmure Liberum and Cavendish have each given and not withdrawn their consent to the inclusion in this Announcement of the references to their names in the form and context in which they appear.

Appendix II contains details of sources of information and bases of calculation contained in this Announcement. Appendix III contains certain details relating to the irrevocable undertakings and letters of intent referred to in this Announcement. Appendix IV contains definitions of certain terms used in this Announcement.

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The implications of the Acquisition for persons resident in, or citizens of, jurisdictions outside the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.

Enquiries:

Latham & Watkins (London) LLP are retained as legal advisers to VertiGIS and Battery.

Travers Smith LLP are retained as legal adviser to 1Spatial.

Important Notices

Panmure Liberum Limited ("Panmure Liberum"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for 1Spatial and for no one else in connection with the subject matter of this Announcement and will not be responsible to anyone other than 1Spatial for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this Announcement. Neither Panmure Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Panmure Liberum in connection with this Announcement, any statement contained herein or otherwise.

Cavendish Capital Markets Limited ("Cavendish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for 1Spatial and for no-one else in connection with the matters referred to in this Announcement and will not be responsible to any person other than 1Spatial for providing the protections afforded to clients of Cavendish, nor for providing advice in relation to the matters referred to herein. Neither Cavendish nor any of its affiliates (nor any of its or their respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Cavendish in connection with the matters referred to in this Announcement, or otherwise.

Raymond James Financial International Limited ("Raymond James"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for VertiGIS and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than VertiGIS for providing the protections afforded to clients of Raymond James nor for providing advice in connection with the matters referred to herein. Neither Raymond James nor any of its affiliates (nor any of its respective directors, officers, employees, representatives or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Raymond James in connection with this Announcement, any statement contained herein or otherwise.

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will be made solely through and on the terms set out in the Scheme Document (or, in the event that the Acquisition is to be implemented by means of a Takeover Offer, the offer document) and the accompanying Forms of Proxy, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. Scheme Shareholders are strongly advised to read the formal documentation in relation to the Acquisition once it has been despatched.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Overseas Shareholders

This Announcement has been prepared for the purpose of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

The laws of the relevant jurisdictions may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement or, when published, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their 1Spatial Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their 1Spatial Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, VertiGIS will do so in satisfaction of the procedural and filing requirements of US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of a company incorporated in England and it is proposed to be made by means of a scheme of arrangement provided for under English law. The Scheme will relate to the shares of a UK company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Exchange Act. A transaction effected by means of a scheme of arrangement is not subject to any shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act.

Accordingly, the Scheme is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation or tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial information of, or the accounting standards applicable to, US companies. However, if VertiGIS were to elect to implement the Acquisition by means of a Takeover Offer, such Takeover Offer shall be made in compliance with all applicable laws and regulations, including section 14(e) of the US Exchange Act and Regulation 14E thereunder, if applicable. Such Takeover Offer would be made in the US by VertiGIS and no one else. In addition to any such Takeover Offer, VertiGIS, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in 1Spatial outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act. It may be difficult for a US-based investor to enforce his or her rights and any claim he or she may have arising under US securities laws, since the Scheme relates to the shares of a company located in the UK, and some or all of its officers and directors may be residents of non-US jurisdictions. A US-based investor may not be able to sue a company located in the UK, or its officers or directors, in a foreign court for alleged violations of US securities laws, and it may be difficult to compel a foreign company and its affiliates to subject themselves to a US court's judgment.

Forward-looking statements

This Announcement, oral statements made regarding the Acquisition, and other information published by 1Spatial, VertiGIS, and Battery may contain certain "forward-looking statements" with respect to 1Spatial, VertiGIS, and Battery. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to, for example, the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies of VertiGIS and/or Battery and the expansion and growth of 1Spatial and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of 1Spatial.

These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. None of VertiGIS, Battery or 1Spatial, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to VertiGIS, Battery or 1Spatial or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. None of VertiGIS, Battery or 1Spatial assume any obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for VertiGIS, Battery or 1Spatial in respect of any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per 1Spatial Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per 1Spatial Share.

Right to switch to a Takeover Offer

Subject to the terms of the Co-operation Agreement, VertiGIS reserves the right to elect, with the consent of the Takeover Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of 1Spatial as an alternative to the Scheme. In such an event, the Takeover Offer will be made in accordance with the terms and conditions set out in this Announcement which would apply to the Scheme (with any modifications or amendments to such terms and conditions as may be required by the Takeover Panel or which are necessary as a result of VertiGIS's election to implement the Acquisition by way of a Takeover Offer), in accordance with the Co-operation Agreement and subject to the amendments referred to in Part C of Appendix I.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, on 1Spatial's website at https://1spatial.com/investors/possible-offer/ and on VertiGIS's website at https://www.vertigis.com/1spatial-plc/ by no later than 12:00 noon on the Business Day following this Announcement. Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting 1Spatial's registrar, MUFG Corporate Markets on 0371 664 0321 (from within the UK) or +44 371 664 0321 (from outside the UK). Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales. Please note that MUFG Corporate Markets cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.

For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.

Electronic communications - information for 1Spatial Shareholders

Please be aware that addresses, electronic addresses and certain information provided by 1Spatial Shareholders, persons with information rights and other relevant persons for the receipt of communications from 1Spatial may be provided to VertiGIS during the Offer Period as required under section 4 of Appendix 4 of the Code to comply with Rule 2.11(c) of the Code.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Announcement not a prospectus

This Announcement does not constitute a prospectus or prospectus equivalent document.

Private purchases

1Spatial Shareholders should be aware that VertiGIS may purchase 1Spatial Shares otherwise than under the Scheme or any Takeover Offer, including pursuant to privately negotiated purchases.

Independent advice

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

APPENDIX I

CONDITIONS OF THE ACQUISITION AND CERTAIN FURTHER TERMS

Part A:

Conditions to the Scheme and the Acquisition

Long Stop Date

1.         The Acquisition will be conditional upon the Scheme becoming unconditional and Effective, subject to the Code, by not later than 11:59 p.m. on the Long Stop Date.

Scheme approval

2.         The Scheme will be subject to the following Conditions:

(a)       

(i)         its approval by a majority in number of Scheme Shareholders who are on the register of members of 1Spatial at the Voting Record Time and who are present, entitled to vote and voting, whether in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court (or any adjournment of any such meeting) and who represent at least 75 per cent. in value of the Scheme Shares voted by those Scheme Shareholders; and

(ii)        the Court Meeting and any separate class meeting which may be required (or any adjournment of any such meeting) being held on or before the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may agree; or (B) (in a competitive situation) as may be specified by VertiGIS with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow);

(b)       

(i)         the passing of the Resolutions by the requisite majority of 1Spatial Shareholders at the General Meeting (or any adjournment thereof); and

(ii)        the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may agree; or (B) (in a competitive situation) as may be specified by VertiGIS with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow); and

(c)       

(i)         the sanction of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to VertiGIS and 1Spatial) and the delivery of a copy of the Court Order to the Registrar of Companies; and

(ii)        the Sanction Hearing being held on or before the 22nd day after the expected date of the Sanction Hearing to be set out in the Scheme Document (or such later date, if any, as: (A) VertiGIS and 1Spatial may agree; or (B) (in a competitive situation) as may be specified by VertiGIS with the consent of the Takeover Panel, and in each case that, if so required, the Court may allow).

3.         In addition, except as stated in Part B below and subject to the requirements of the Takeover Panel, the Acquisition shall be conditional upon the following Conditions and, accordingly, the Court Order shall not be delivered to the Registrar of Companies unless such Conditions (as amended, if appropriate) have been satisfied (and continue to be satisfied pending the commencement of the Sanction Hearing) or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust approvals

UK FDI Condition

(a)        following a notification in accordance with the requirements of the National Security and Investment Act 2021 ("NSI Act"):

(i)         the Secretary of State rejecting the notification pursuant to section 14(6)(a) of the NSI Act on the basis that it does meet the requirements of section 14 of the NSI Act insofar as it does not concern a "notifiable acquisition" as defined in section 6(2) of the NSI Act or otherwise indicating that the Acquisition is not subject to mandatory notification under the NSI Act;

(ii)        confirmation having been received in writing that the Secretary of State will not take any further action under section 14(8)(b)(ii) of the NSI Act in relation to the Acquisition; or

(iii)        in the event that a call-in notice is given in relation to the Acquisition pursuant to section 14(8)(b)(i) of the NSI Act, the Secretary of State either:

(A)     giving a final notification pursuant to section 26(1)(b) of the NSI Act confirming that no further action will be taken in relation to the Acquisition under the NSI Act; or

(B)     making a final order pursuant to section 26(1)(a) of the NSI Act permitting the Acquisition to proceed subject to remedies or requirements;

French FDI Condition

(b)        following a notification in accordance with the requirements of articles L. 151-1 et seq. and R. 151-1 et seq. of the French Monetary and Financial Code (Code monétaire et financier), in each case within the relevant time period in accordance with article R. 151-6 of the French Monetary and Financial Code:

(i)         a decision from the French Minister of Economy which authorizes the Acquisition pursuant to articles L. 151-3 et seq. of the French Monetary and Financial Code including where the authorization is subject to remedies, conditions, limitations or commitments; or

(ii)        a written confirmation from the French Minister of Economy that the Acquisition does not fall within the scope of articles L. 151-3 et seq. of the French Monetary and Financial Code;

Belgian FDI Condition

(c)        the Interfederal Screening Commission (Interfederale Screeningcommissie/Commission de filtrage interfédérale) under the screening regime established by the Interfederal Cooperation Agreement of 30 November 2022 (as amended) (Interfederaal Samenwerkingsakkoord van 30 november 2022/Accord de Coopération Interfédérale du 30 novembre 2022) either:

(i)         having taken a decision to take no further action following the preliminary review procedure (Toetsingsprocedure/Procédure de vérification) or the expiration of the waiting period of the preliminary review procedure; or

(ii)        having taken a decision to approve the Acquisition following any screening procedure (Screeningsprocedure/Procédure de filtrage), including subject to remedies, conditions, limitations or commitments;

General Third Party approvals

(d)        all notifications, filings or applications which are necessary or reasonably considered appropriate or desirable by VertiGIS having been made in connection with the Acquisition and all necessary waiting periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with in each case in respect of the Acquisition and all Authorisations deemed reasonably necessary or appropriate by VertiGIS in any jurisdiction for or in respect of the Acquisition (including, without limitation, its implementation and financing) and, except pursuant to Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed acquisition of any shares or other securities in, or control or management of, 1Spatial or any other member of the Wider 1Spatial Group by any member of the Wider VertiGIS Group having been obtained in terms and in a form reasonably satisfactory to VertiGIS from all appropriate Third Parties or (without prejudice to the generality of the foregoing) from any person or bodies with whom any member of the Wider 1Spatial Group or the Wider VertiGIS Group has entered into contractual arrangements and all such Authorisations necessary, appropriate or desirable to carry on the business of any member of the Wider 1Spatial Group in any jurisdiction having been obtained and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes otherwise unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations;

(e)        save as set in respect of Conditions ‎3‎(a) to ‎3‎(d), no Third Party having given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or having required any action to be taken or otherwise having done anything, or having enacted, made or proposed any statute, regulation, decision, order or change to published practice and there not continuing to be outstanding any statute, regulation, decision or order (and in each case not having withdrawn the same) which would or might reasonably be expected to (in any case to an extent or in a manner which is materially adverse in the context of the Acquisition or the Wider 1Spatial Group taken as a whole):

(i)         require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider VertiGIS Group or by any member of the Wider 1Spatial Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider 1Spatial Group or any member of the Wider VertiGIS Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any material part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(ii)        except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that VertiGIS elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider VertiGIS Group or the Wider 1Spatial Group to acquire or offer to acquire any shares, other securities (or the equivalent) or interest in any member of the Wider 1Spatial Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition);

(iii)        impose any material limitation on, or result in a material delay in, the ability of any member of the Wider VertiGIS Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or loans or securities convertible into shares or other securities (or the equivalent) in 1Spatial or on the ability of any member of the Wider 1Spatial Group or any member of the Wider VertiGIS Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or loans or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider 1Spatial Group;

(iv)       result in any member of the Wider 1Spatial Group or any member of the Wider VertiGIS Group ceasing to be able to carry on business under any names under which it currently carries on business;

(v)        make the Acquisition or its implementation void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, materially prevent or prohibit, restrict, restrain or delay or otherwise interfere with to a material extent the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require material amendment to the terms of the Acquisition;

(vi)       impose any material limitation on, or result in material delay in, the ability of any member of the Wider VertiGIS Group or any member of the Wider 1Spatial Group to conduct, integrate or co-ordinate all or any material part of its business with all or any part of the business of any other member of the Wider VertiGIS Group and/or the Wider 1Spatial Group;

(vii)       require any member of the Wider 1Spatial Group to relinquish, terminate or amend in any material way any material contract to which any member of the Wider 1Spatial Group or the Wider VertiGIS Group is a party;

(viii)      require any member of the Wider VertiGIS Group or any member of the Wider 1Spatial Group or any of their respective affiliates to: (A) invest, contribute or loan any capital or assets to; or (B) guarantee or pledge capital assets for the benefit of any member of the Wider VertiGIS Group or any member of the Wider 1Spatial Group, which in each such case or together is material and adverse in the context of the Wider 1Spatial Group, taken as a whole, or in the context of the Acquisition; or

(ix)       otherwise materially adversely affect all or any of the business, value, assets, liabilities, profits, operational performance, financial or trading position or prospects of any member of the Wider 1Spatial Group or any member of the Wider VertiGIS Group;

and all applicable waiting and other time periods (including any extensions thereof) during which any such Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any 1Spatial Shares or other securities in, or control or management of, 1Spatial or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

(f)         each Governmental Entity, which regulates or licences any member of the 1Spatial Group or any other body corporate in which any member of the 1Spatial Group has an interest in shares, and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the 1Spatial Group is required, or any Governmental Entity, whose prior approval of, consent to or non-objection to the Acquisition is otherwise required, or from whom one or more material licences or permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such licences and permissions (in each case where required and on terms reasonably satisfactory to VertiGIS), and in each case the impact of which would be, or might reasonably be expected to be, materially adverse to the Wider 1Spatial Group, taken as a whole;

Notifications, waiting periods and authorisations

(g)        all material notifications, filings or applications which are necessary or reasonably considered appropriate or desirable by VertiGIS having been made in connection with the Acquisition and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulation of any jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory and regulatory obligations in any jurisdiction having been complied with, in each case, in respect of the Acquisition and all Authorisations deemed reasonably necessary by VertiGIS in any jurisdiction for or in respect of the Acquisition and, except pursuant to Chapter 3 of Part 28 of the Companies Act in respect of the Acquisition having been obtained in a form reasonably satisfactory to VertiGIS from all appropriate Third Parties and all such Authorisations remaining in full force and effect at the time at which the Acquisition becomes Effective or otherwise wholly unconditional and there being no notice or intimation of an intention to revoke, suspend, restrict, modify or not to renew such Authorisations, in each case in a way that would be materially adverse to the Wider 1Spatial Group, taken as a whole;

Certain matters arising as a result of any arrangement, agreement, etc.

(h)        except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider 1Spatial Group is a party, or by or to which any such member or any of its assets is or may be bound, entitled or subject, or any event or circumstance which, as a consequence of the Acquisition would or might reasonably be expected to result in (in each case to an extent or in a manner which is materially adverse in the context of the Wider 1Spatial Group taken as a whole):

(i)         any monies borrowed by, or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any such member being or becoming repayable, or capable of being declared repayable, immediately or prior to its or their stated maturity date or repayment date, or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii)        the creation, save in the ordinary and usual course of business, or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of such member or any such mortgage, charge or other security interest (whenever created, arising or having arisen) becoming enforceable;

(iii)        any such arrangement, agreement, lease, licence, franchise, permit or other instrument or the rights, liabilities, obligations or interests of any such member in or with any other person (or any arrangement or arrangements relating to any such interests or business) being materially adversely modified or adversely affected or any onerous obligation or liability arising or any adverse action being terminated, taken or arising thereunder;

(iv)       any liability of any such member to make any severance, termination, bonus or other payment to any of its directors or other officers;

(v)        the rights, liabilities, obligations, interests or business of any such member under any such arrangement, agreement, licence, permit, lease or instrument or the interests or business of any such member or any member of the Wider 1Spatial Group in or with any other person or body or firm or company (or any arrangement relating to any such interests or business) being terminated, or materially adversely modified or affected or any onerous obligation or liability arising or any adverse action being taken thereunder;

(vi)       any such member ceasing to be able to carry on business under any name under which it presently carries on business;

(vii)       any material assets or interests of, or any material asset the use of which is enjoyed by, any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any such member otherwise than in the ordinary course of business;

(viii)      the financial or trading position or prospects of, any such member being materially prejudiced or materially adversely affected; or

(ix)       the creation or acceleration of any material liability (actual or contingent) by any such member other than trade creditors or other liabilities incurred in the ordinary course of business or in connection with the Acquisition,

and, except as Disclosed, no event having occurred which, under any provision of any arrangement, agreement, licence, permit, franchise, lease or other instrument to which any member of the Wider 1Spatial Group is a party or by or to which any such member or any of its assets are bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in Conditions ‎(h)‎(i) to ‎(ix) above, in each case which is or would be materially adverse in the context of the Wider 1Spatial Group taken as a whole;

Certain events occurring since 31 January 2025

(i)         except as Disclosed, no member of the Wider 1Spatial Group having since 31 January 2025:

(i)         except for shares issued or transferred out of treasury pursuant to awards under the 1Spatial Share Plan issued or agreed to issue or authorised or proposed or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised or proposed the transfer or sale of 1Spatial Shares out of treasury (except, where relevant, as between 1Spatial and wholly-owned subsidiaries of 1Spatial or between the wholly-owned subsidiaries of 1Spatial);

(ii)        recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution or return of capital (whether payable in cash or otherwise) other than dividends (or other distributions or returns of capital whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of 1Spatial to 1Spatial or any of its wholly-owned subsidiaries;

(iii)        other than pursuant to the Acquisition (and except for transactions between 1Spatial and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of 1Spatial and transactions in the ordinary course of business) implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition or disposal of assets or shares or loan capital (or the equivalent thereof) in any undertaking or undertakings;

(iv)       except for transactions between 1Spatial and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of 1Spatial and transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised, proposed or announced any intention to do so;

(v)        except for transactions between 1Spatial and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of 1Spatial issued, authorised or proposed or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability or incurred or increased any indebtedness;

(vi)       entered into or varied any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an onerous nature or magnitude, otherwise than in the ordinary course of business;

(vii)       entered into, materially varied, authorised or proposed entry into or variation of the terms of, or made any offer (which remains open for acceptance) to enter into or vary to a material extent the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider 1Spatial Group, save to the extent consistent with past practice;

(viii)      established any share option scheme, incentive scheme or other benefit in respect of the Wider 1Spatial Group;

(ix)       purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, as between 1Spatial and wholly-owned subsidiaries of 1Spatial or between the wholly-owned subsidiaries of 1Spatial);

(x)        waived, compromised or settled any material claim other than in the ordinary course of business;

(xi)       terminated or varied the terms of any material agreement or arrangement between any member of the Wider 1Spatial Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider 1Spatial Group taken as a whole;

(xii)       save as required in connection with the Acquisition, made any material alteration to its memorandum, articles of association or other incorporation documents or any material alteration to the memorandum, articles of association or other incorporation documents of any other member of the Wider 1Spatial Group;

(xiii)      been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xiv)      (other than in respect of a member of the Wider 1Spatial Group which is dormant and was solvent at the relevant time) taken or proposed any steps, corporate action or had any legal proceedings instituted or threatened against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed;

(xv)      (except for transactions between 1Spatial and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of 1Spatial) made, authorised, proposed or announced an intention to propose any change in its loan capital;

(xvi)      entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities; or

(xvii)     otherwise than in the ordinary course of business, entered into any material agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition ‎(i),

in each case which is materially adverse in the context of the Wider 1Spatial Group taken as a whole;

No adverse change, litigation, regulatory enquiry or similar

(j)         except as Disclosed, since 31 January 2025 there having been:

(i)         no adverse change and no circumstance having arisen which would or might reasonably be expected to result in any adverse change in, the business, value, assets, liabilities, shareholders' equity, financial or trading position or profits, operational performance or prospects of any member of the Wider 1Spatial Group which is material in the context of the Wider 1Spatial Group taken as a whole;

(ii)        no litigation, arbitration proceedings, prosecution or other legal proceedings having been threatened in writing, announced, implemented or instituted by or against or remaining outstanding against, any member of the Wider 1Spatial Group, in each case which might reasonably be expected to have a material adverse effect on the Wider 1Spatial Group taken as a whole;

(iii)        no enquiry, review or investigation by any Third Party against or in respect of any member of the Wider 1Spatial Group (or any person in respect of which any such member has responsibility or liability) having been threatened in writing, announced, implemented or instituted or remaining outstanding against or in respect of any member of the Wider 1Spatial Group, in each case, which might reasonably be expected to have a material adverse effect on the Wider 1Spatial Group taken as a whole;

(iv)       no contingent or other liability having arisen or become apparent to VertiGIS or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position, profits or operational performance of any member of the Wider 1Spatial Group to an extent which is material in the context of the Wider 1Spatial Group taken as a whole;

(v)        no steps having been taken and no omissions having been made which result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider 1Spatial Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider 1Spatial Group taken as a whole; and

(vi)       no member of the Wider 1Spatial Group having conducted its business in material breach of any applicable laws and regulations which in any case is material in the context of the Wider 1Spatial Group taken as a whole; and

No discovery of certain matters regarding information and liabilities, corruption, intellectual property and environmental liabilities

(k)                    except as Disclosed, VertiGIS not having discovered that:

(i)         any financial, business or other information concerning the Wider 1Spatial Group announced publicly and delivered by or on behalf of 1Spatial through a regulatory news service prior to the date of this Announcement is misleading, contains a material misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider 1Spatial Group taken as a whole;

(ii)        any member of the Wider 1Spatial Group, otherwise than in the ordinary course of business, is subject to any liability, contingent or otherwise, and which is material in the context of the Wider 1Spatial Group taken as a whole;

(iii)        any past or present member, director, officer or employee of the Wider 1Spatial Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider 1Spatial Group to be liable for such actions, not complied with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions and any laws implementing the same, the UK Bribery Act 2010 and/or the US Foreign Corrupt Practices Act of 1977;

(iv)       any past or present member, director, officer or employee of the Wider 1Spatial Group, or any other person for whom any such person is liable or responsible, has, in a manner that would cause any member of the Wider 1Spatial Group to be liable for such actions, engaged in any business with or made any investment in, or made any payments to: (A) any government, entity or individual with which US or EU persons are prohibited from engaging in activities or doing business by US or EU laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control or HM Revenue & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations or the European Union or any of their respective member states;

(v)        any asset of any member of the Wider 1Spatial Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition);

(vi)       no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider 1Spatial Group, including: (A) any member of the Wider 1Spatial Group losing its title to any intellectual property used in its business or any intellectual property owned by the Wider 1Spatial Group being revoked, cancelled or declared invalid; (B) any agreement regarding the use of any material intellectual property licensed to or by any member of the Wider 1Spatial Group being terminated or varied; or (C) any claim being filed suggesting that any member of the Wider 1Spatial Group infringed the intellectual property rights of a third party or any member of the Wider 1Spatial Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider 1Spatial Group taken as a whole; or

(vii)       in relation to any release, emission, accumulation, discharge, disposal or other similar circumstance which has impaired or is likely to impair the environment (including property) or harmed or is reasonably likely to harm the health of humans, animals or other living organisms or eco-systems, any past or present member of the Wider 1Spatial Group, in a manner or to an extent which would or might reasonably be expected to cause any member of the Wider 1Spatial Group to be liable for such actions and is material in the context of the Wider 1Spatial Group, taken as a whole: (A) has committed any violation of any applicable laws, statutes, regulations, Authorisations, notices or other requirements of any Third Party giving rise to a material liability; and/or (B) has incurred any material liability (whether actual or contingent) to any Third Party; and/or (C) is likely to incur any material liability (whether actual or contingent), or is required, to make good, remediate, repair, re-instate or clean up the environment (including any property) in each case of (A), (B) or (C) which such liability or requirement would be material to the Wider 1Spatial Group taken as a whole.

Part B:

Waiver and Invocation of the Conditions

1.         Subject to the requirements of the Takeover Panel and the Code, VertiGIS reserves the right in its sole discretion to waive, in whole or in part:

(a)        all or any of the Conditions set out in Part A of this Appendix I except Conditions ‎1, ‎2‎(a)(i), ‎2‎(b)(i) and ‎2‎(c)(i) which cannot be waived; and

(b)        the deadlines in any of Conditions ‎1, ‎2‎(a)(ii), ‎2‎(b)(ii) and ‎2‎(c)(ii). If such deadline specified in the relevant Condition is not met, VertiGIS shall make an announcement by 8:00 a.m. on the Business Day following such deadline confirming whether it has invoked or waived the relevant Condition, or extended the relevant deadline.

2.         The Conditions set out in paragraphs ‎2‎(a)(i), ‎2‎(b)(i) and ‎3 (inclusive) of Part A of this Appendix I must be fulfilled or waived (to the extent capable of waiver) by no later than the appointed time of the Sanction Hearing. The Acquisition will lapse if it does not become Effective by 11:59 p.m. on the Long Stop Date. VertiGIS shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or treat as fulfilled any of Conditions ‎2 or ‎3 of Part A of this Appendix I by a date earlier than the latest date for the fulfilment or waiver of that Condition specified above, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

3.         Subject to paragraph ‎4 below, under Rule 13.5(a) of the Code, VertiGIS may only invoke a Condition so as to cause the Acquisition and/or the Scheme not to proceed, to lapse or to be withdrawn with the consent of the Takeover Panel. The Takeover Panel will normally only give its consent if the circumstances which give rise to the right to invoke the Condition are of material significance to VertiGIS in the context of the Acquisition. This will be judged by reference to the facts of each case at the time that the relevant circumstances arise.

4.         Conditions ‎1 and ‎2 of Part A of this Appendix I (and any Takeover Offer acceptance condition adopted on the basis specified in Part C of this Appendix I) will not be subject to Rule 13.5(a) of the Code.

5.         If the Takeover Panel requires VertiGIS to make an offer or offers for any 1Spatial Shares under the provisions of Rule 9 of the Code, VertiGIS may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

6.         Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Part C:

Implementation by way of a Takeover Offer

VertiGIS reserves the right (with the consent of the Takeover Panel, if required), and while the Co-operation Agreement is continuing, subject to the terms of the Co-operation Agreement, to elect to implement the Acquisition by way of a Takeover Offer as an alternative to the Scheme. In such event, the Takeover Offer will be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme (subject to appropriate amendments for an acquisition being made by way of a Takeover Offer). Subject to the terms of the Co-operation Agreement, the acceptance condition would be set at 90 per cent. of the shares to which such Takeover Offer relates (or such lesser percentage, in accordance with the Co-operation Agreement being always more than 50 per cent., as VertiGIS may decide with the consent of the Takeover Panel).

Part D:

Certain further terms of the Acquisition

1.         VertiGIS reserves the right to implement the Acquisition through any other entity wholly-owned by VertiGIS from time to time.

2.         The 1Spatial Shares shall be acquired by VertiGIS fully paid and free from all liens, equitable interests, charges, encumbrances, rights of pre-emption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made, payable or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made or paid in each case by reference to a record date falling on or after the Effective Date.

3.         If, on or after the date of this Announcement and prior to or on the Effective Date, any dividend or other distribution or return of capital is authorised, announced, declared, paid or made or becomes payable in respect of 1Spatial Shares and with a record date on or prior to the Effective Date, VertiGIS will reduce the consideration payable under the Acquisition in respect of each 1Spatial Share by the amount of all or part of such dividend or other distribution or return of capital except where 1Spatial Shares are or will be acquired pursuant to the Acquisition on a basis which entitles VertiGIS to receive such dividend or other distribution or return of capital, provided that, to the extent that such dividend or distribution is cancelled, the consideration shall not be subject to change. If VertiGIS makes such a reduction in consideration in respect of a dividend or other distribution or return of capital, 1Spatial Shareholders will be entitled to receive and retain that dividend or other distribution or return of capital. Any such reduction referred to in this paragraph ‎3 shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

4.         The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom and any 1Spatial Shareholders who are not resident in the United Kingdom will need to inform themselves about and observe any applicable requirements.

5.         Unless otherwise determined by VertiGIS or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

6.         The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix I and those terms which will be set out in the Scheme Document and will be subject to the applicable requirements of, and such further terms as may be required to comply with, the applicable requirements of the FCA, the London Stock Exchange, the AIM Rules, the Court, the Registrar of Companies, the Takeover Panel and the provisions of the Code.

7.         This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme and the Forms of Proxy will be governed by English law and will be subject to the jurisdiction of the English courts. The Acquisition shall be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange, the Court, the AIM Rules, the Registrar of Companies and the FCA.

8.            The consideration payable for the Acquisition will be paid or delivered subject to any deduction or withholding on account of tax that is required by applicable law in any relevant jurisdiction.