Schedule One Update - Alteration Earth Plc

Alteration Earth PLC {to be renamed Pri0r1ty Intelligence Group PLC following Admission} ("PR1" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office: c/o Keystone Law 48 Chancery Lane London WC2A 1JF Business address: 28 Austin Friars London EC2N 2QQ United Kingdom

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

Alteration Earth Plc is currently a Main Market special purpose acquisition company listed in the Equity Shares (Transition) category of the Official List, which is seeking admission of its ordinary shares to trading on AIM in conjunction with the acquisition of Pri0r1ty AI Ltd ("Pri0r1ty AI" or "PAI"), a UK based artificial intelligence SaaS company. Pri0r1ty AI has developed an artificial intelligence (AI) driven, data powered Software as a Service (SaaS) solution that aims to assist, primarily, SMEs by providing a combination of services derived from deep learning, data architecture and AI models. Pri0r1ty AI has built a technology platform, Priority Advisor, based on a bespoke AI-powered advisory bot that uses deep learning and can engage investors, customers or stakeholders either on a website, IM or email server. The company collects data on customer interactions through Priority Advisor to enrich the language model and build community interest maps that power content creation and additional support services. This can then be used to assist in IR/ PR activities by clients. Pri0r1ty AI has multiple product lines in four different verticals: governance, financing, brand management and marketing; each product will be driven by Priority Advisor. PAI has begun to sign up its first customers in Q4 2024 having undertaken several successful product trials in H1 2024.

Number of ordinary shares of £0.003 each ("Shares") for which Admission is being sought: 96,333,329 The Shares are and will remain freely transferable and have no restrictions as to transfer placed on them. The issue price of the new Shares: £0.135 No Shares are or will be held in treasury.

Capital to be raised on Admission: £855,000 Anticipated market capitalisation on Admission: £13.0 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION :

75.4%

N/A

Current Directors: Matthew Paul Beardmore ( Non-Executive Chairman ) Martin David Samworth* ( Non-Executive Director ) Proposed Directors from Admission: Matthew Paul Beardmore ( Non-Executive Chairman ) James Daniel Sheehan (Chief Executive Officer) Daniel John Shilton Maling (Chief Financial Officer) Philip Adler (Independent Non-Executive Director) Karen Patricia Lewis-Hollis (Independent Non-Executive Director) *to resign before Admission

Shareholder name % before Admission % after Admission Primorus Investments PLC 27.8% 12.1% Rupert Labrum * 18.2% 3.4% Christopher Hansen 4.4% 0.8% Kevin Lyon 4.0% 0.7% Sebastian Marr 4.0% 4.5% Clive Roberts 4.0% 2.3% Tony Elliot 4.0% 0.7% Jade Elliot 4.0% 0.7% Sport Media Ventures*** - 14.0% The Equities Exchange Limited** - 7.3% Daniel Gee - 5.4% Steven Xerri - 4.8% Alan Mcleish **** - 6.6% John Cowley - 3.5% Orana Corporate LLP - 3.6% * Includes 434,000 Ordinary Shares held by Susan Labrum, the wife of Rupert Labrum. ** James Sheehan, a director of the Company, holds an indirect 50% interest in The Equities Exchange Limited, with the other 50% owned by Callum Hill. ***James Sheehan, a director of the Company, holds an indirect 36.42% interest in Sport Media Ventures Ltd, with the balance held by a number of different minority shareholders, all of whom have less than 10.01%. Daniel Gee, a director of PAI, is a director but does not hold any shares in Sport Media Ventures Ltd. **** Includes 1,111,111 Ordinary Shares held by Bogside Investments Limited, a company owned 100% by Alan Mcleish.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

Conditional on Admission, the Company has agreed to pay Gneiss Energy Limited a cash fee of £72,000 (inclusive of VAT) in settlement of previous advisory services provided. First Sentinel Corporate Finance Limited were engaged by Pri0r1ty AI to assist with their previously planned AQSE IPO and were paid £12,000 with a further fee of £12,000 to be settled by the Company on Admission.

• 30 September (ii) 30 June 2024 (for PAI) and 31 March 2024 (for Alteration Earth plc) (iii) ALTE and PAI will both publish their audited accounts for year ended 30 September 2024 by 31 March 2025. The Enlarged Group will publish its interim half-year report for the period ended 31 March 2025 by 30 June 2025 and its audited accounts for the twelve months ended 30 September 2025 by 31 March 2026.

EXPECTED ADMISSION DATE:

NAME AND ADDRESS OF NOMINATED ADVISER:

Beaumont Cornish Limited Building 3, 566 Chiswick High Road London W4 5YA United Kingdom

NAME AND ADDRESS OF BROKER:

Allenby Capital Limited 5 St. Helen's Place London EC3A 6AB United Kingdom

The AIM Admission Document, which will contain full details of the applicant and admission of its securities, will be available from the Company's website: https://pri0r1ty.com/

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The QCA Corporate Governance Code (2023 update)

DATE OF NOTIFICATION:

NEW/ UPDATE:

UPDATE