MMX.L Regulatory News (MMX)

For release at 07.01, 11 August 2021

Minds + Machines Group Limited

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

Shareholder Update, Tender Offer and Notice of Results

Following completion of the sale of the majority of its TLDs ("Completion"), as announced this morning, Minds + Machines Group Limited (AIM:MMX), the top-level domain ("TLD") registry company, is pleased to provide an update to its shareholders.

On Completion, MMX received US$113.8 million, plus adjustments for working capital that transferred with certain subsidiaries. A further US$13.3 million was paid into escrow pursuant to the asset purchase agreement dated 7 April 2021. On Completion, 25 of the Company's 28 TLDs transferred to the purchaser. Final approvals for the transfer of the .miami and .boston TLDs remain pending. These two TLDs will automatically transfer when the approvals are received and a further US$1.4 million will be received by MMX from escrow at that time. The remaining US$11.9 million will remain in escrow until 31 March 2022. The Company's interest in the .Country TLD was separately sold prior to Completion and therefore was not included in the transaction.

In the period from 1 January 2021 through 10 August 2021, MMX continued to operate its TLDs and reap the benefits of the cost savings introduced at the end of 2021. The cash generated through this period plus the Group's working capital at the end of 2020 increases the net assets of the Company beyond the cash received on Completion.

Continuing Activities

Beginning today and continuing until no later than 31 January 2022, MMX will provide certain transition services to facilitate transition of the assets. MMX will be reimbursed for the costs in providing the Transition Services, including the costs of relevant employees.

In addition, the Company will be working with its partners to transfer its remaining registry back-end services to other service providers, completing regulatory filings and winding down its various subsidiaries. The costs of these activities and the Company's ongoing PLC costs are not covered under the Transition Services agreement.

Updated Net Asset Value ("NAV") and Tender Offer

The proceeds received on Completion, plus those amounts held in escrow and the cash generated by MMX through the Completion date, represents an implied NAV of approximately 9.6 pence per Ordinary Share (based on the current Exchange Rate of GBP:US$ of 1:1.38). This estimate includes a provision for estimated transaction costs (including estimated taxes payable by the Company), and the Group's ongoing operating costs not covered by the Transition Services agreement.

Following consultation with the Company's major shareholders, the Directors have approved a return of capital by way of a Tender Offer totalling US$80.0 million to be completed in early autumn to provide an initial return of the Group's net assets to shareholders. Further details of the Tender Offer will be announced separately and as soon as practicable.

Notice of Results

The Company also announces that it will be publishing its unaudited Interim Results for the six month period ended 30 June 2021 on 27 September 2021.

For further information:

For further information, please go to www.mmx.co 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR.