AIM Admission - Update

Update re. Reverse Takeover of Pri0r1ty AI Ltd and Cancellation of the Company's Ordinary Shares from the Official List and the Main Market and proposed admission to trading on AIM

Alteration Earth PLC ("ALTE" or the "Company"), a London Stock Exchange traded special purpose acquisition company, is pleased to announce a further update on its acquisition of the entire issued share capital and other securities of Pri0r1ty AI Ltd ("Pri0r1ty"), as previously announced on 27 June 2024, with such acquisition constituting a reserve takeover under the UK Listing Rules (the "Acquisition"). The Company has now completed the associated fundraise, as further detailed below, and an updated Schedule One is now available on the London Stock Exchange's website. Completion of the Acquisition remains conditional on the satisfaction of various conditions, including admission of the Company's entire issued and to be issued share capital to trading on the AIM market of the London Stock Exchange ("AIM"). Accordingly, the Company has requested that the Financial Conduct Authority ("FCA") cancels the listing of the ordinary shares of the Company (the "Shares") on the Official List and to request the London Stock Exchange to transfer the admission to trading of the Shares from the main market for listed securities to AIM (the "Transfer").

As part of the reverse takeover, the Company has now raised gross proceeds of £855,000 through a placing and subscription of 6,333,329 Shares at a price of 13.5 pence per Share (the "Fundraising"). In addition, Daniel Maling, who is proposed to be appointed as a director and the Chief Financial Officer of the Company with effect from Admission, and Daniel Gee, a director of Pri0r1ty (and, in the context of the Company, a proposed person discharging managerial responsibilities with effect from Admission), have committed within 30 days of Admission to respectively subscribe for Ordinary Shares (at the Placing Price (as defined below)) amounting to gross subscription amounts of £15,000 and £35,000 on the same terms as the Placing.

The Company has applied for the admission of its issued Shares (as enlarged by the Acquisition and the Fundraising) to trading on AIM ("Admission"). Transfer and Admission is expected to take place simultaneously on 30 December 2024.

On Admission the expected market capitalisation of the Company based on the placing and subscription price of 13.5 pence per share (the "Placing Price") is approximately £13 million.

Background to Pri0r1ty

Pri0r1ty is an Artificial Intelligence driven, data powered Software as a Service (SaaS) solution that aims to help businesses at various stages of their journey by creating efficiency through technology. The objective is to assist mainly SMEs by providing a combination of services derived from deep learning, data architecture and AI models.

Pri0r1ty has built a digital agent for automated business processes, whose underlying technology is Pri0r1ty Advisor, a bespoke AI-powered advisory bot that uses Deep Learning and can engage investors, customers or stakeholders either on a website, Instant Messenger (IM) or email server. Pri0r1ty will collect data on customer interactions to enrich the language model and build community interest maps that power content creation and additional support services.

Pri0r1ty Advisor is a smaller Large Language Model built solely on training data for a specific business user. This model can be used by businesses to engage stakeholders, drive efficiency and collect consumer data. Pri0r1ty aims to have multiple product lines in four different product verticals: corporate governance, financing, brand management and marketing; each service will be driven by a custom artificial intelligence GPT bot that is built and trained specifically for each customer.

Transfer and Admission

It is anticipated that the Transfer will become effective from 8:00 a.m. (London time) on 30 December 2024, such that the last day of listing of the Shares on the Official List (ISIN GB00BPVD4J91) shall be 27 December 2024.

Admission is expected to take place and dealings in the Shares are expected to commence on AIM at 8:00 a.m. on 30 December 2024.

An AIM Admission Document will be available on the Company's website www.altearthplc.com shortly before Admission. With effect from Admission, the Company's website will be www.pri0r1ty.com.

Beaumont Cornish Limited will be appointed Nominated Adviser and Allenby Capital Limited Nominated Broker to the Company upon Admission.