REACH

XLMedia PLC

("XLMedia", the "Group", or the "Company")

REMINDER OF TENDER OFFER APPLICATION DEADLINE

Further to the Company's announcement on 11 April 2025 regarding the proposed return of capital to Shareholders of up to £11.0 million (the "Tender Offer"), further details of which were set out in the Circular sent to Shareholders on 11 April and which is available to view on the Company's website at https://www.xlmedia.com/investors/tender-offer/ , the Company reminds Qualifying Shareholders that the deadline for applying to tender their shares is 1.00pm on Monday 28 April 2025.  Qualifying Shareholders holding shares in uncertificated form wishing to participate in the Tender Offer may contact their personal broker or platform through which their shares are held, to assist with participation in accordance with the instruction below.

ACTION TO BE TAKEN IN RESPECT OF THE TENDER OFFER

(a)  Ordinary Shares held in uncertificated form

Qualifying Shareholders who hold their Ordinary Shares in uncertificated form (that is, in CREST) and who wish to participate in the Tender Offer should tender electronically through CREST so that the TTE Instruction settles no later than 1.00 p.m. on 28 April 2025.

Further details of the procedures for tendering and settlement are set out in Part 3 of the Circular.

Shareholders who do not wish to participate in the Tender Offer should not complete the Tender Form and should not make or arrange for a TTE Instruction.

In many instances where a Qualifying Shareholder's shares are held by a broker or platform, the broker or platform will provide these actions through CREST to the Receiving Agent.  These broker and platforms may have their own deadlines for the underlying shareholders holders to notify them of their intention, that are in advance of the Company's Tender application deadline.  Qualifying Shareholders of the underlying shares should contact their brokers and platform to check these deadlines and processes for acceptance.

(b)  Ordinary Shares held in certificated form

Qualifying Shareholders who hold Ordinary Shares in certificated form and who wish to participate in the Tender Offer should follow the instructions on the Tender Form provided to them and return it to the Receiving Agent to arrive by no later than 1.00 p.m. on 28 April 2025. Qualifying Shareholders who hold their Ordinary Shares in certificated form should also send their original valid share certificate(s) in respect of the Ordinary Shares tendered with their Tender Form.

The Company reminds Shareholders that following completion of the Tender Offer, it does not expect to make any further distributions of capital to Shareholders prior to the planned suspension of the Company's Ordinary Shares on AIM, expected on 14 May 2025 and there can be no certainty that there will be any further distributions as part of the liquidation process, which will commence following suspension of trading. 

The Directors are making no recommendation to Qualifying Shareholders in relation to participation in the Tender Offer itself. If you are in any doubt as to the action you should take, you are recommended to seek your own independent advice.

Unless otherwise defined, capitalised terms in this announcement shall have the meaning set out in the Circular.

For further information, please contact:

About XLMedia

XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital media operations.

Forward Looking Statements

This announcement contains forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. They are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements.