Result of Oversubscribed Placing & TVR

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

PCI-PAL PLC

("PCI Pal", the "Company" or the "Group")

Result of Oversubscribed Placing, Related Parties & Total Voting Rights

PCI-PAL PLC (AIM: PCIP), the global cloud provider of secure payment solutions, is pleased to announce that further to the announcement made earlier today regarding the proposed Placing, the Company has raised total gross proceeds of approximately £3.5 million through the issue of 6,250,000 Placing Shares, at a fixed price of 56 pence per Placing Share. The Placing Shares represent approximately 9.5 per cent. of the Company's current issued share capital (excluding shares held in treasury).

James Barham, Chief Executive Officer, commented:

"I am delighted by the support shown by investors in this significantly oversubscribed placing. The Company continues to deliver market leading organic revenue growth and our cloud native partner-first strategy has been proven to deliver excellent growth opportunities for the Group.

Given the strong progress the Company has made over the last five years, whilst also achieving a key milestone of adjusted EBITDA profitability at our recent interims, with this raise we have strengthened our balance sheet whilst also providing a level of additional funds to invest in the business. We will continue to drive the Company forward from its profitable base.

We are now in an excellent position to further capitalise on the exciting opportunity that our US business is providing; to drive greater adoption of both our core products and new product enhancements; and to support our expanded efforts across the EMEA region."

Related Parties

Canaccord Genuity Group ("Canaccord Genuity") and Gresham House Asset Management ("Gresham House"), have agreed to subscribe for 1,070,756 and 777,240 Placing Shares respectively, in the Placing. Each of Canaccord Genuity and Gresham House is deemed to be a related party company for the purposes of the AIM Rules by virtue of their status as substantial shareholders, each holding 10% or more of the Company's existing Ordinary Shares.

The Board considers, having consulted with the Company's nominated adviser, Cavendish, that the terms upon which Canaccord Genuity and Gresham House are participating in the Placing are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

Application has been made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that Admission will be effective and dealings will commence in respect of the Placing Shares at 8.00 a.m. on or around 18 March 2024.

Following Admission, the Company's issued share capital will consist of 71,949,818 Ordinary Shares. The Company holds 167,229 Ordinary Shares in Treasury. Therefore, on Admission, the total number of voting rights will be 71,782,589. This figure may be used by shareholders as the denominator for the calculation by which they may determine if they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Unless otherwise defined herein or the context requires, capitalised terms used in this announcement (this "Announcement") shall have the same meanings given to them in the Company's announcement released earlier today under RNS number 4257G.

PCI Pal is a leading provider of Software-as-a-Service solutions that empower companies to take payments from their customers securely, adhere to strict industry governance, and remove their business from the significant risks posed by non-compliance and data loss. Our products secure payments and data in any business communications environment including voice, chat, social, email, and contact centre. We are integrated to, and resold by, some of the worlds' leading business communications vendors, as well as major payment service providers.

The entirety of our product-base is available from our global cloud platform hosted in Amazon Web Services, with regional instances across EMEA, North America, and ANZ. PCI Pal products can be used by any size organisation globally, and we are proud to work with some of the largest and most respected brands in the world.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK 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, each defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the " UK Target Market Assessment"). Notwithstanding the UK 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 Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties.