Placing and Appointment of Joint Broker

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 596/2014

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR TERRITORY THEREOF OR TO OR FOR THE ACCOUNT OF ANY NATIONAL, RESIDENT OR CITIZEN OF THE UNITED STATES OR ANY PERSON RESIDENT IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA.

19 August 2019

Dev Clever Holdings plc

("Dev Clever" or the "Company")

Placing&Appointment of Joint Broker

Dev Clever, a leading developer of consumer engagement solutions and career development platforms, is pleased to announce that the Company has today completed a placing utilising the Company's full current authorities allotting 12,811,736 new ordinary shares ("Placing Shares") of 1p each (the "Ordinary Shares") at a placing price of 3.40p (the "Placing Price") per Placing Share to raise £435,599, before expenses ("the Placing"), subject to admission to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"). The Placing was completed in conjunction with Novum Securities Limited ("Novum"), who have been appointed as joint broker to the Company.

The Placing Price is at a premium of 6.25% compared to the closing bid price per Ordinary Share of 3.20p, on 16 August 2019, the last trading day prior to this announcement. The Company intends to use the proceeds of the Placing for general working capital and towards accelerating the exploitation of its recently agreed commercial partnerships, which the directors of the Company believe will be instrumental in delivering revenue growth and taking the Company into cash flow positivity.

In connection with the Placing, the Company has agreed to grant Warrants to Novum to subscribe for 768,704 Ordinary Shares at an exercise price of 3.40p per share, conditional upon the grant by the Company's shareholders of a further authority to allot the resulting shares free of pre-emption rights. The Warrants may be exercised at any time in the period expiring on the third anniversary of Admission subject to the aforesaid authority.

The Company has made application for the 12,811,736 Placing Shares to be admitted to the standard segment of the Official List and to trading on the Main Market of the London Stock Exchange. Admission is expected to occur at 8:00 a.m. on Thursday, 22 August 2019. The Placing Shares will rank pari passu with the existing Ordinary Shares.

Following the issue of the Placing Shares, the Company's issued share capital will total 388,401,736 Ordinary Shares, with voting rights. Shareholders in the Company may use this figure as the denominator for the calculation, by which they would determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Commenting on the Placing, Christopher Jeffries, Chief Executive Officer and Executive Chairman, said:

"The positive response we have received from retailers and brands since the launch of our Engage gamification platform has been incredible. This Placing allows Dev Clever to advance the implementation of our expansion strategy, enabling the Company to secure senior personnel and business leadership from within the retail and Epos sector at the same time as accelerating our aggressive marketing and PR strategy. This enables us to exploit the immediate route to market opportunities provided by our existing and new commercial partnerships. We are delighted to be able to raise this capital above the current bid price value as this demonstrates the support the Company has from the investor community. The Placing fully funds our ambition for our Engage gamification channel. Dev Clever is breaking ground across all our channels and we are delighted in the level of confidence the market shares with us in the Company's products and solutions as we utilise the existing permissions to fund the business towards month on month breakeven."

FOR FURTHER INFORMATION, PLEASE CONTACT:

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