Placing to raise approximately £1.05 million

Blackbird plc (AIM:BIRD), the technology licensor, developer and seller of the market-leading cloud video editing platform, Blackbird®, is pleased to announce a placing of 17,500,002 new ordinary shares of 0.8 pence each in the Company (the "Placing Shares") at a price of 6.0 pence per share (the "Placing Price") to raise approximately £1.05 million before expenses (the "Placing").

Allenby Capital Limited ("Allenby Capital") is acting as sole broker in connection with the Placing.

Blackbird plc CEO, Ian McDonough, said:

"As general access of elevate.io approaches we have had a number of engaged High Net Worth individuals show interest in investing directly in our story. Together with some existing shareholders we have raised additional funding to assist in the early months of elevate.io's growth."

Transaction highlights

• The Placing Shares have been placed with existing and new investors.
• The Placing Shares will represent approximately 4.53 per cent. of the issued share capital of the Company, as enlarged by the issue of the Placing Shares.
• Certain members of the Board and management (and associated family members) are intending to subscribe for an aggregate of approximately £70,000, of which £50,000 will be subscribed for by Ian McDonough, Chief Executive Officer of the Company, and members of his family.
• The estimated net proceeds of the Placing, which will be approximately £1.0 million, will be used to bolster the Company's investment in and grow its elevate.io product. Prior to the Placing, the Company currently has approximately £5.9 million in cash and short-term investments.

Background to and reasons for the Placing

The Company is seeking funds to help grow the Company's elevate.io product. elevate.io is the Company's new browser-based end-to-end content creation tool for the Creator Economy. Powered by the Blackbird technology, elevate.io aims to address key pain points facing creators today by featuring simplified and accessible editing tools; streamlining collaboration with other users; and an extensible plug-in architecture.

elevate.io addresses the Creator Economy which as of April 2023 was valued at approximately $250 billion[1] and set to double in size by 2027. The tools and services segment of this market which applies directly to elevate.io was valued at approximately $25 billion in 2023 and is estimated to grow to be worth $180 billion[2] by 2032, a CAGR of 25.7%. With existing marquee clients in the high-end Media & Entertainment sector, the Board believes that the Company has the pedigree to launch into the Creator Economy.

elevate.io has been built natively in the public cloud, through a partnership with AWS and other cloud service providers. With this extensive global cloud infrastructure now integrated into its operations, elevate.io has the ability to scale its operations at speed, globally. For elevate.io's customers, this means consistent high performance, and high availability, regardless of geolocation.

Details of the Placing

A total of 17,500,002 Placing Shares are to be issued at a price of 6.0 pence per Placing Share. The Placing has been conducted utilising the Company's existing share authorities to issue shares for cash on a non-pre-emptive basis. Allenby Capital acted as the Company's sole broker in connection with the Placing. The Placing is conditional, inter alia, on admission of the Placing Shares to trading on AIM ("Admission") becoming effective.

The Company has entered into a Placing Agreement with Allenby Capital under which Allenby Capital has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing has not been underwritten.

The Placing Agreement contains, inter alia, customary undertakings and warranties given by the Company in favour of Allenby Capital as to the accuracy of information contained in this document and other matters relating to the Company. Allenby Capital may terminate the Placing Agreement in specified circumstances prior to Admission, including, inter alia, for material breach of the Placing Agreement or any other warranties contained in it and in the event of certain force majeure events occurring.

The Placing Shares will represent approximately 4.53 per cent. of the Company's enlarged share capital. The Placing Price represents a discount of approximately 13.0 per cent. to the closing mid-market price of 6.9 pence per existing ordinary share of 0.8 pence each in the Company (the "Existing Ordinary Shares") on 28 February 2024.

The Placing Shares will be credited as fully paid and will rank equally in all respects with the Existing Ordinary Shares.

The Placing Shares have been placed with certain existing and new investors. The Directors value the Company's retail shareholders, but due to the size of the Placing and the cost of undertaking a retail offer, the Board determined that it was not in the Company's interest to make the Placing available to all existing shareholders. However, this will be kept under review should the Company seek to raise further funds in the future.

It is expected that CREST accounts will be credited on the relevant day of Admission and that share certificates (where applicable) will be dispatched within 10 working days of Admission.

Directors' intended subscription

The Company is currently in a closed period under MAR pending announcement of its annual results for the year ended 31 December 2023. In consequence of that, whilst certain members of the Board and management and persons closely associated with them are keen to participate in the Placing, they are not currently permitted to under the MAR framework. However, the Board recognise the importance of Director/management participation for shareholders and, as such, certain members of the Board and management (and associated family members) intend to subscribe for new Ordinary Shares (defined below) at the first available opportunity following the publication of the annual results for the year ended 31 December 2023 (expected to be on 5 March 2024). The subscription is expected to total £70,000 and will be carried out at the Placing Price.

Admission to trading and total voting rights

Application has been made to the London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence at 8:00 a.m. on or around 5 March 2024.

On Admission, the Company's issued ordinary share capital will consist of 385,910,523 ordinary shares of 0.8 pence each in the Company (the "Ordinary Shares"), with one vote per share. The Company does not hold any Ordinary Shares in treasury. Therefore, on Admission, the total number of Ordinary Shares and voting rights in the Company will be 385,910,523. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Notice to Distributors

Solely for the purposes of the temporary product intervention rules made under sections S137D and 138M of the FSMA and the FCA Product Intervention and Product Governance Sourcebook (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as defined under the FCA Conduct of Business Sourcebook COBS 3 Client categorisation, and are eligible for distribution through all distribution channels as are permitted by the FCA Product Intervention and Product Governance Sourcebook (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing offers no guaranteed income and no capital protection; and an investment in the Placing is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of the FCA Conduct of Business Sourcebook COBS 9A and 10A respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Notice to overseas persons

General

[1] https://www.goldmansachs.com/intelligence/pages/the-creator-economy-could-approach-half-a-trillion-dollars-by-2027.html

[2] https://market.us/report/digital-content-creation-market/