Issue of Equity, TVR & Director Appointment

Issue of Equity, TVR

&

Director Appointment

Pri0r1ty Intelligence Group PLC (AIM: PR1, OTC: PRIAF), the AI focused business delivering growth solutions to SMEs, announces the issue of Deferred Consideration Shares to the Halfspace vendors following the delivery of a revenue target. Additionally, the Company is pleased to announce the appointment to the Board of Daniel Gee as Chief Technology Officer with immediate effect.

Issue of Equity

Further to the acquisition of Halfspace which completed in July 2025 ("Completion"), the Company is pleased to announce that, following continued positive revenue momentum, the Halfspace Deferred Consideration Condition has been satisfied as Halfspace has already contributed in excess of £630,000 of revenue since Completion (refer to 9 June 2025 announcement). Accordingly, the Company will issue the 15,384,611 Deferred Consideration Shares due to the Halfspace Vendors at 2.5p per share (the "Issue Price").

Additionally, the Company has agreed to issue 4,182,240 new Ordinary shares at the Issue Price to certain creditors and advisers to the Halfspace business in satisfaction of amounts due for services provided ("Adviser Shares").

Application has been made to the London Stock Exchange for the Deferred Consideration Shares and the Adviser Shares to be admitted to trading on AIM ("Admission"). Admission is expected to occur at 8.00 a.m. on or around 19 June 2026.

Following Admission, the Company's total issued share capital will consist of 198,757,171 Ordinary shares with voting rights attached. The Company does not hold any Ordinary shares in treasury. 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 in their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

PDMR Shareholding

Following the issue of the Deferred Consideration Shares, the following Director and PDMR shareholdings will be:

Capitalised terms used above without definition shall have the same meanings given to them as in the Company's announcement dated 9 June 2025.

Director Appointment

Further to the announcement of 24 September 2025, the Company is pleased to confirm the appointment of Daniel Gee as a Director of the Company in the role of Chief Technology Officer ("CTO") with immediate effect.

Daniel co-founded Pri0r1ty AI and has overseen the Company's technology function as CTO since inception from MVP (minimal viable product) stage through to revenue-generating scale up. Daniel has over 20 years of experience in financial services and technology with roles from Chief Executive Officer to Advisory Board functions. He has built and overseen project development in the financial technology, Web 3 gaming, payments processing, anti-money laundering and consumer cyclical sectors over the last seven years whilst diversifying from a career in financial services, working on projects with brands such as Nike, Mulberry, The United Nations, Goodbox and Investegate.

Save for the information set out below, there are no further disclosures to be made in accordance with Rule 17 and Schedule Two paragraph(g) of the AIM Rules in respect of the appointments of Daniel Gee.

Daniel George Francis Gee (aged 38) holds or has held the following directorships or partnership in the past five years:

Pello Capital Limited (in liquidation)

Pello Holdings Limited (in liquidation)

• Daniel Gee was a director of Pello Capital Ltd when it entered creditors' voluntary liquidation on 14 December 2022. The liquidation is ongoing and the deficit to creditors per the Directors' Statement of Affairs is approximately £1.97 million. To date, the liquidators have received claims from creditors totalling £1.88 million.
• Daniel Gee, was a director of Pello Holdings Limited when it entered creditors' voluntary liquidation on 9 April 2026. The liquidation is ongoing and the deficit to creditors per the Directors' Statement of Affairs is approximately £1.31 million.

Daniel Gee has an interest in 5,196,088 ordinary shares, representing 2.61% of the Company's issued Ordinary Share Capital.

LinkedIn: https://www.linkedin.com/company/pri0r1ty-ai-plc/

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Nominated Adviser Statement