Payment of final The Edge earn-out

Zinc Media Group plc (AIM: ZIN), the award-winning television, brand and audio production group, is pleased to announce that, following a strong trading performance by The Edge Picture Co Limited ("The Edge"), The Edge has continued to perform strongly, resulting in the achievement of the final earn-out targets set out in the earn-out terms.

As a result, a final earn-out payment of £1.43m is payable to the vendors of The Edge (the "Vendors"), to be satisfied partially in cash and partially in new Zinc shares, in accordance with the terms of the share purchase agreement (the "SPA"). As per the SPA, £0.34m will is payable in cash on, or before, 15 May 2026 with the remaining balance settled by the allotment of 2,642,312 new ordinary shares (the "Earn-Out Shares") to the Vendors based on a share price of 41.5p per share, being the average market price for the 30 business days up to and including 16 April 2026. The Earn-Out Shares are subject to a 12-month lock-in period under the SPA. [The Board has agreed to a partial release of the Earn-Out Shares from the lock-in provisions of the SPA to enable certain institutional shareholders to acquire shares in the market, subject to demand, and thereby maintain their current percentage shareholding in the Company.

Partial debt to equity conversion

Zinc has also agreed with Herald Investment Trust plc ("Herald"), the holder of a portion of the Company's long-term debt, to convert c. £551,000 of their outstanding debt facilities with the Company (the "Facilitates") into ordinary shares such that their current percentage shareholding of 33.2% is maintained. Herald will be allotted 1,311,060 new ordinary shares (the "Conversion Shares") at a price of 42.0p per share, being the closing market price on 16 April 2026. Following this conversion, the total indebtedness of the Company will be approximately £2.9m.

The conversion of debt into equity by Herald constitutes a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors consider, having consulted with the Group's Nominated Adviser, Singer Capital Markets, that the terms of Herald's debt conversion are fair and reasonable in so far as the Company's shareholders are concerned.

Historic amendments to the Facilities

As disclosed in the Group's annual reports, the Company previously entered into three amendments to the Debt Facilities with Herald as follows:

• 19 April 2022: The maturity date of the Facilities was extended from 31 December 2022 to 31 December 2024 and the interest rate on the variable rate loan note with Herald was amended from one-month LIBOR + 4% to the higher of (i) one-month SONIA + 4% per annum and (ii) monthly RPI, with effect from 1 April 2022;
• 9 April 2024: The maturity date of the Facilities was extended from 31 December 2024 to 31 December 2025;
• 24 March 2025: The maturity date was extended from 31 December 2025 to 31 December 2027;

(together the "Historical Amendments").

Each of the Historical Amendments constituted a related party transaction under Rule 13 of the AIM Rules for Companies. The Directors consider, having consulted with the Company's Nominated Adviser, Singer Capital Markets, that the terms of each of the Historical Amendments were fair and reasonable insofar as the Company's shareholders are concerned.

Admission and Total Voting Rights

Application will be made to the London Stock Exchange for 3,953,372 new ordinary shares (2,642,312 Earn-Out Shares and 1,311,060 Conversion Shares) to be admitted to trading on AIM, with dealings expected to commence at 8 a.m. on or around 22 April 2026 ("Admission"). Following Admission, Zinc will have a total of 29,139,028 ordinary shares of 0.125 pence each in issue. Zinc does not hold any shares in treasury. Therefore, this figure may be used by shareholders as the denominator for calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Zinc under the FCA's Disclosure Guidance and Transparency Rules.