Issue of Equity, TVR & Director Appointment

Pri0r1ty Intelligence Group PLC

12 June 2026

 

12 June 2026

Pri0r1ty Intelligence Group PLC

("Pri0r1ty", the "Company" or the "Group")

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:

Halfspace Founder	Deferred Consideration Shares to be issued	Shareholding on Admission	% of Enlarged Issued Share Capital
Rory Maxwell (a Director of the Company)	3,451,239	6,902,478	3.47%
Sanjit Atwal	5,020,788	10,041,577	5.05%
Stephen Schindler	1,880,426	3,760,852	1.89%

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:

Current	Past (Within Five Years)
Pri0r1ty Holdings Ltd	LDN Utd
Pri0r1ty Ltd	Ludus Gaming Ltd
Sport Media Ventures Ltd	Pello Spotlight Limited
Metr1c Limited	Ludus Innovations Ltd
Proluma Technology Group Ltd	Cache Trading Ltd
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.

For further information, please contact:

Pri0r1ty Intelligence Group PLC

Rory Maxwell, Chief Executive Officer

Email: [e-mail]

Tel: [phone]

Nominated Adviser

Beaumont Cornish Limited

James Biddle / Roland Cornish

Tel: [phone]

Joint Broker

Allenby Capital Limited

Kelly Gardiner / Jeremy Porter 

Tel: [phone]

Joint Broker

Oak Securities

Hugh Rich / Mungo Sheehan

Tel: [phone]

Joint Broker

Bowsprit Partners Limited

James Sheehan / Luis Brime

[phone]

Investor Relations

Vigo Consulting

Ben Simons / Amelia Thorn

Email: [e-mail]

Tel: [phone]

About Pri0r1ty Intelligence Group PLC

Pri0r1ty Intelligence Group (AIM: PR1, OTC: PRIAF) is a data, AI, and marketing services group. Our mission is to unlock engagement at scale for customer-centric organisations through a suite of tools that are uniquely trained on the client's data. We operate three revenue-generating divisions:

Halfspace - a multi award winning data-led marketing and growth solutions business focused on the sports sector, whose customers have included Premier League football clubs, motorsports teams, sports leagues, national governing bodies, sporting federations, digital media businesses, and direct-to-consumer platforms.

Pri0r1ty - an AI Software-as-a-Service (SaaS) platform which enables SMEs to streamline operations. Pri0r1ty also offers AI consultancy services.

Metr1c - a brand partnerships and growth solutions business for the entertainment sector which uses AI and data to grow revenues and engagement with fans. Metr1c's customers have included The Brits and Sony, Celtic FC, Scottish Golf and Favela Cerveja.

If you would like to explore how Pri0r1ty can help drive time and cost efficiency for your business, please contact [e-mail].

Website: https://www.pri0r1ty.com/

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

X: https://x.com/WearePri0r1ty

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No. 596/2014, as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), is the Company's Nominated Adviser and is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other person for providing the protections afforded to customers of Beaumont Cornish nor for advising them in relation to the transaction and arrangements described in the announcement or any matter referred to in it.

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Rory Maxwell
2	Reason for notification
a.	Position/Status	Chief Financial Officer (a Director of the Company)
b.	Initial notification/ Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Pri0r1ty Intelligence Group PLC
b.	LEI	213800TWNMR86AHZ8G84
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of 2.5p each   ISIN: GB00BPVD4J91
b.	Nature of the transaction	Deferred Consideration Shares
c.	Price(s) and volume(s)	Price(s) Volume(s)  2.5p 3,451,239
d.	Aggregated information - Aggregated Volume - Price	N/A - single transaction
e.	Date of the transaction	12 June 2026
f.	Place of the transaction	AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Sanjit Atwal
2	Reason for notification
a.	Position/Status	Group CRO
b.	Initial notification/ Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Pri0r1ty Intelligence Group PLC
b.	LEI	213800TWNMR86AHZ8G84
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of 2.5p each   ISIN: GB00BPVD4J91
b.	Nature of the transaction	Deferred Consideration Shares
c.	Price(s) and volume(s)	Price(s) Volume(s)  2.5p 5,020,788
d.	Aggregated information - Aggregated Volume - Price	N/A - single transaction
e.	Date of the transaction	12 June 2026
f.	Place of the transaction	AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a.	Name	Stephen Schindler
2	Reason for notification
a.	Position/Status	Group Financial Controller
b.	Initial notification/ Amendment	Initial
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a.	Name	Pri0r1ty Intelligence Group PLC
b.	LEI	213800TWNMR86AHZ8G84
4	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a.	Description of the financial instrument, type of instrument Identification Code	Ordinary Shares of 2.5p each   ISIN: GB00BPVD4J91
b.	Nature of the transaction	Deferred Consideration Shares
c.	Price(s) and volume(s)	Price(s) Volume(s)  2.5p 1,880,426
d.	Aggregated information - Aggregated Volume - Price	N/A - single transaction
e.	Date of the transaction	12 June 2026
f.	Place of the transaction	AIM

 

END