Placing & $2m Credit Facility

CEO and Substantial Shareholder provides non-dilutive US2.0 million Interest-Free Standby Credit Facility alongside broker placing of £750,000

RC365 Holding plc (LSE: RCGH), a fintech solutions and payment services provider is pleased to announce that it has secured a total funding package of £2.25m, by entry into a standby credit facility of up to US$2.0 million between the Company's wholly owned indirect subsidiary and LYS Limited, a substantial shareholder in the Company and a company wholly owned and controlled by the Company's Executive Director and Chief Executive Officer, Chi Kit Law.

The facility is interest-free, unsecured and carries no commitment, arrangement or utilisation fees. The Board believes that the provision of the facility by the Company's Chief Executive Officer and a substantial shareholder demonstrates his continued confidence in the Group, its strategy and its long-term prospects.

The funding package is intended to provide the Group with additional financial flexibility and may be utilised, in whole or in part, to support platform development, to scale up revenue producing opportunities from new customers and general corporate purposes.

Principal commercial terms

The principal commercial terms of the facility are:

• Maximum facility amount of US$2.0 million.
• Initial term of 24 months.
• Interest-free.
• No commitment, arrangement or utilisation fees.
• Unsecured, with no charges, guarantees or other security granted by the Group.
• Drawdowns may be requested on not less than three business days' written notice and remain subject to the lender's funding availability.
• Any amounts drawn are repayable at the end of the 24-month term. The Company may prepay all or part of any outstanding drawings at any time without penalty.

The Company is under no obligation to utilise the facility.

Chi Kit Law, Executive Director and Chief Executive Officer of RC365, commented:

"I am excited by the Group's long-term strategy and growth prospects based on the recent launch of the Group's RC3.0 platform. By making this interest-free standby facility available, I am pleased to provide the Company with additional financial flexibility to support its continued development and future growth."

Placing of new ordinary shares

The Company has raised gross proceeds of approximately £750,000 before expenses through the placing of 34,090,909 new ordinary shares in the Company ("Placing Shares") at a price of £0.022 per share (the "Placing Price") (the "Placing").

Issue of Warrants

In connection with the Placing, the Company will also issue 2,386,364 Broker Warrants to Bowsprit Partners. The Broker Warrants shall be exercisable at the Placing Price for a period of three (3) years from Admission.

Any issuance of shares under the Broker Warrants will be subject to the availability of sufficient shareholder authorities and any other applicable legal or regulatory requirements.

Admission

Completion of the Placing is conditional upon, amongst other things, Admission becoming effective.

Applications will be made for the Placing Shares to be admitted to trading. It is expected that Admission will become effective and that dealings in the Placing Shares will commence at 8.00 a.m. on or around 14 July 2026.

The Placing Shares will rank pari passu in all respects with the Company's existing ordinary shares.

Related Party Transaction

LYS Limited is a substantial shareholder in the Company and is wholly owned and controlled by Chi Kit Law, Executive Director and Chief Executive Officer of the Company. Accordingly, the entry into the facility constitutes a related party transaction under the UK Listing Rules.

The independent directors of the Company, having considered the terms of the facility, consider them to be fair and reasonable as far as the shareholders of the Company are concerned.

Total Voting Rights

Following Admission, the Company's enlarged issued share capital will comprise 211,001,330 ordinary shares, including the Placing Shares.

Accordingly, the total number of voting rights in the Company following Admission will be 211,001,330.

The above figure may be used by shareholders as the denominator for the purposes of calculating whether they are required to notify an interest in, or a change to an interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Enquires:

RC365 Holding plc