Proposed Conditional Placing and Open Offer

Mirriad Advertising plc

Proposed Conditional Placing and Open Offer

26 Nov 2020

Funding to accelerate and scale future growth in addition to strengthening the Company's balance sheet

Mirriad Advertising plc ("Mirriad" or the "Company"), the computer vision, technology and AI platform company, today announces its intention to conduct a placing of new ordinary shares of £0.00001 each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") to institutional investors (the "Placing"). The Company intends to raise approximately £23 million, before expenses, through the Placing at a fixed price of 40 pence per Placing Share (the "Issue Price").

The Placing will be conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following the publication of this Announcement.

In addition to the Placing, Qualifying Shareholders will be given the opportunity to subscribe for an aggregate of up to 7,620,065 new Ordinary Shares through an open offer at the Issue Price (the "Open Offer Shares" and, together with the Placing Shares, the "New Ordinary Shares") to raise up to approximately £3 million (before expenses) (the "Open Offer", and together with the Placing, the "Fundraising").

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this Announcement, with such announcement and its Appendices together being this "Announcement").

Key Highlights

· Placing to raise approximately £23 million (before expenses) through the issue of up to 57,600,000 Placing Shares.

· The price at which the Placing Shares are to be placed is 40 pence per Placing Share.

· The Issue Price represents a discount of approximately 5.9% to the closing mid-market share price per Ordinary Share on 25 November 2020, being the last practicable date prior to the publication of this Announcement.

· The net proceeds from the Placing will be used for general working capital purposes in pursuit of the Company's existing strategy outlined to shareholders and specifically, it will allow Mirriad to develop its business by investing (a) in its sales capabilities with specific reference to the recently announced Music Alliance and in developing its US revenue stream in general, and (b) in its technology team in the areas of live programming and real-time advertising decisioning and delivery, in addition to further strengthening its balance sheet to better position the Group to successfully service very large partners.

· The Directors remain confident of the future prospects for the Company and are encouraged by recent developments in the Company's underlying business, including its announced new partnership agreement with the tier one entertainment and media giant, as well as the launch of the Music Alliance, which were announced in October and November 2020 respectively.

· Furthermore, the Company continues to trade in line with its previously issued guidance. The Directors believe that, despite the significant negative impact the global Covid-19 pandemic has on advertising markets, the Group expects to be trading in line with its previously published revenue guidance of approximately £2.2m for the twelve months to 31 December 2020.

· Certain of the Directors, IP2IPO Portfolio L.P. (acting by its general partner IP2IPO Portfolio (GP) Limited) and Parkwalk Advisors Ltd (which both have representatives on the Board), have irrevocably undertaken to subscribe for up to an aggregate of 8,875,000 Placing Shares, subject to final scale back through the allocations process.

· The Directors believe that gross proceeds of £2.54 million of the Placing are expected to be EIS/VCT qualifying ("EIS/VCT Placing Shares"). The Company has applied for and received, advance assurance from HM Revenue & Customs.

In order to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 7,620,065 Open Offer Shares, to raise up to approximately £3 million (before expenses), on the basis of 1 Open Offer Share for every 28 Existing Ordinary Shares held by the Shareholder at the Record Date. Any Open Offer Shares not subscribed for by Qualifying Shareholders will be available to Qualifying Shareholders under the Excess Application Facility.

Canaccord Genuity Limited ("Canaccord Genuity") is acting as Nominated Adviser, Sole Broker and Bookrunner in relation to the Placing, with Baden Hill (a trading name of Northland Capital Partners Limited) ("Baden Hill") acting as Co-manager. The Fundraising is not being underwritten.

John Pearson, Chairman of Mirriad, said:

"This fundraise continues the momentum established by our recent breakthrough commercial agreement with a leading tier one partner in the US and the launch of the Mirriad Music Alliance. These positive developments demonstrate how we are delivering effectively against our strategy and engaging new partners with our technology."

Stephan Beringer, CEO of Mirriad, said:

"Our strategic focus on increasing the adoption of our technology with content owners, advertisers and their agencies, whilst keeping careful control of our costs, is showing positive results as we work to further improve shareholder value.

"These additional funds will allow us to capitalise on the enthusiasm for the Mirriad solution in the market by augmenting our sales power and accelerating the expansion of our platform to include the significant new commercial opportunities in music and live experiences."

Details of the Fundraising:

The Placing is being conducted by way of a fixed price conditional Placing, in accordance with the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and the "Appendix" together being this "Announcement").

Canaccord Genuity is acting as Nominated Adviser, Sole Broker and Bookrunner and Baden Hill is acting as the Co-manager for the conditional Placing and will commence a bookbuild in respect of the Placing immediately following the publication of this Announcement (the "Bookbuild"). The allocation of the Placing Shares shall be at the full discretion of Canaccord Genuity following prior reasonable consultation and discussion with the Company and Baden Hill. The Placing is not underwritten.

The Fundraising is conditional upon, amongst other things, the passing of certain resolutions (the "Resolutions") at a general meeting of the Company's shareholders which is being convened at the Company's offices, at 96 Great Suffolk Street, London SE1 0BE on 15 December 2020 at 11.00 a.m. (the "General Meeting"). In view of current guidance issued by the UK government restricting social gatherings, which would prohibit Members attending the General Meeting, the Company requests that shareholders vote on the Resolutions by appointing the Chairman of the General Meeting as a proxy and giving voting instructions in advance, either using the Form of Proxy via post or through CREST. For the same reasons, the Company, with regret, requests that Members do not attend the General Meeting in person irrespective of whether the restrictions on social gatherings remain in place.

A circular, containing further details of the Fundraising and convening the General Meeting in order to pass the Resolutions (the "Circular"), an Application Form setting out each Qualifying Shareholder's Basic Entitlements and a Form of Proxy are expected to be despatched to Shareholders on or around 27 November 2020 and the Circular will thereafter be available on the Company's website at https://www.mirriadplc.com/ .

In addition, in order to provide Shareholders who do not take part in the Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company is providing all Qualifying Shareholders with the opportunity to subscribe for Open Offer Shares at the Issue Price. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility. The Open Offer is not underwritten. Details of the Open Offer, including the pro rata entitlement of the Qualifying Shareholders, will be contained in the Circular.

The issue of the New Ordinary Shares is conditional, inter alia, on the passing by Shareholders of the Resolutions at the General Meeting, which is expected to be convened for 11.00 a.m. on 15 December 2020.

Application will be made in due course to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Admission of the EIS/VCT Placing Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 16 December 2020. Admission of the General Placing Shares and the Open Offer Shares is expected to become effective and dealings in such shares are expected to commence at 8.00 a.m. on 17 December 2020.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company.

The Appendix contains the detailed terms and conditions of the Placing. Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in the Appendix.

The person responsible for arranging the release of this announcement on behalf of the Company is David Dorans, Chief Financial Officer, of the Company.

For further information please visit www.mirriadplc.com or contact:

Mirriad Advertising plc

Stephan Beringer, Chief Executive Officer

Tel: +44 (0)207 884 2530

David Dorans, Chief Financial Officer

Nominated Adviser, Sole Broker & Bookrunner: Canaccord Genuity Limited

Simon Bridges

Tel: +44 (0)20 7523 8000

Richard Andrews

Thomas Diehl

Co-manager: Baden Hill (a trading name of Northland Capital Partners Limited)

Craig Fraser