Result of Placing

Mirriad Advertising plc (AIM: MIRI), a leading virtual in-content advertising and virtual product placement company, is pleased to announce, further to the announcement made on 2 May 2024 (the "Launch Announcement") regarding the launch of a proposed placing by way of an accelerated bookbuild (the "Placing"), that the accelerated bookbuild has closed and the Company has conditionally raised gross proceeds of £6.12 million through the successful placing by Allenby Capital Limited and Baden Hill of 489,600,000 ordinary shares of £0.00001 each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") with certain existing and new investors at a price of 1.25 pence per new Ordinary Share (the "Issue Price"). The Placing will be conducted in two tranches, as follows:

• a firm placing of 53,751,000 Placing Shares (the "Firm Placing Shares") at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the Company's 2023 annual general meeting (the "Firm Placing"); and
• a conditional placing of 435,849,000 Placing Shares (the "Conditional Placing Shares") at the Issue Price to be issued conditional upon, amongst other things, the passing of the Resolutions at the General Meeting (as described further below) (the "Conditional Placing").

Accordingly, assuming the Directors' Subscription proceeds as intended, the Company has conditionally raised total gross proceeds of £6.3 million (before expenses) from the Placing and Directors' Subscription.

The Firm Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and First Admission becoming effective.

The Conditional Placing is conditional upon, amongst other things, Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot new Ordinary Shares for cash on a non-pre-emptive basis. The General Meeting is proposed to be held at 10.00 a.m. on 23 May 2024. The Circular, which will provide further details of the Fundraising and include a notice convening the General Meeting, will be sent to Shareholders following the close of the Retail Offer.

Retail Offer

On 2 May 2024, concurrent with the Placing, the Company announced a retail offer to existing Shareholders via REX for up to 44,000,000 new Ordinary Shares (the "Retail Offer Shares") to raise up to an additional £0.55 million (before expenses) at the Issue Price (the "Retail Offer"). The Retail Offer will close no later than 11.00 a.m. on 7 May 2024 and a further announcement will be made once the Retail Offer has closed. Any additional funds raised as a result of the Retail Offer will be used for general working capital purposes.

The Retail Offer is conditional upon, amongst other things, Shareholders approving the Resolutions at the General Meeting that will grant to the Directors the authority to allot new Ordinary Shares for cash on a non-pre-emptive basis.

Related party transactions

M&G plc ("M&G") and Rathbones Investment Management Ltd ("Rathbones") (together, the "Substantial Shareholders") are substantial shareholders in the Company (as defined in the AIM Rules for Companies (the "AIM Rules")) and are therefore considered to be related parties of the Company pursuant to the AIM Rules. M&G has agreed to subscribe for 59,920,000 Placing Shares and Rathbones has agreed to subscribe for 91,685,280 Placing Shares. The participation by each Substantial Shareholder in the Placing constitutes a related party transaction for the purposes of Rule 13 of the AIM Rules. The Directors (excluding Stephan Berringer, Nic Hellyer and Bob Head, who are not independent due to their anticipated participation in the Fundraising via the Directors' Subscription), having consulted with Allenby Capital, acting in its capacity as the Company's nominated adviser, consider that the participation of the Substantial Shareholders in the Placing to be fair and reasonable insofar as the Shareholders are concerned.

First Admission and Total Voting Rights

An application will be made for the 53,751,000 Firm Placing Shares, issued under the Company's existing authorities, to be admitted to trading on AIM at 8.00 a.m. on or around 9 May 2024 ("First Admission").

The Firm Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following First Admission, the Company's issued ordinary share capital will comprise 543,060,404 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Accordingly, with effect from First Admission, the above figure may be used by Shareholders 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 Company under the FCA's Disclosure Guidance and Transparency Rules.

Stephan Beringer, CEO at Mirriad, said:

"This successful placing means we can move forward from our build phase, towards true scale with confidence. We will capitalise on the market power of our steadily growing roster of US entertainment 'majors' and 'supermajors' and continue along the steady path towards programmatic, which has always been identified as the catalyst for future growth.

"Strong backing from institutional and retail investors underlines continuing confidence in Mirriad's future direction, alongside our ability to address the significant opportunity that exists to lead a new paradigm in advertising. The management team is absolutely focused on converting this, ultimately building long-term shareholder value to recognise the support shown by our investors."