Convertible Loan Facility Agreement

12 September 2022 

Insig AI plc

("Insig AI" or the "Company")

Convertible Loan Facility Agreement

Insig AI plc (AIM: INSG), the data science and machine learning group, is pleased to announce the Company has entered into a formal agreement for a £0.75m convertible loan note to be provided by Richard Bernstein, non-executive chairman of the Company ("Convertible Loan"). The terms of the Convertible Loan are as previously described in the Company's final results announcement on 9 September 2022 and is in addition to the £1.0m facility previously provided by Richard Bernstein, announced on 4 May 2022.

The key terms of the Convertible Loan are: 

· £0.75 million total facility (principal) amount;

· repayable on or before 30 June 2023;

· interest will be accrued from the date monies are drawn down under the facility at a rate of 5.0 per cent. per annum, repayable at the end of the term;

· redeemable or convertible purely at the discretion of Richard Bernstein, at the earlier of the completion of an equity placing by the Company raising not less than £2.0m gross proceeds; and 30 June 2023;

· if converted, the conversion price will be 35.0 pence per ordinary share of the Company. A conversion price of 35.0 pence per ordinary share represents a premium of approximately 62 per cent. to the closing share price of 21.5 pence on 8 September 2022, being the share price before the potential Convertible Loan was announced, and a premium of approximately 6 per cent. to the closing share price of 33.0 pence on 9 September 2022, being the closing share price on the last business day prior to formally agreeing to enter into the Convertible Loan agreement; and

· secured against the full share capital held by the Company in Westside Sports Limited, which has interests in Ultimate Player Limited, Pantheon Leisure plc, Sport in Schools Limited and the Elms Group Limited.

The cash provided via the Convertible Loan will be draw in tranches as required by the Company.

The directors of the Company (excluding Richard Bernstein), having consulted with Zeus Capital Limited, the Company's nominated adviser, consider that the terms of the Convertible Loan are fair and reasonable insofar as the Company's shareholders are concerned.

For further information, please visit www.insg.ai or contact: