Schedule One - Smarttech247 Group plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Smarttech247 Group plc ("S247", "Company" or "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

REGISTERED OFFICE: 165 Fleet Street, London, EC4A 2DY

PRINCIPAL TRADING ADDRESS: Unit 17a Ground Floor, 4700 Avenue 4000, Cork Airport Business Park Co. Cork, Republic of Ireland, T12 XE1E

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.smarttech247.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

S247 is a multi-award-winning AI-based cybersecurity organisation. The Group is led by a highly experienced Board and management team, with its head office located in Cork, Republic of Ireland, and operations in London, Belfast, Krakow and Bucharest, and a client base that operates in Europe and the USA.

Founded by Ronan Murphy in 2011, S247 aims to provide security solutions to a growing list of blue-chip clients (B2B) utilising an automated Managed Detection and Response ("MDR") Platform. The Group's services target proactive prevention for clients and utilise the latest methodology in cloud, big data analytics and machine learning, as well as incident response teams, to protect enterprises as they migrate to cloud-based IT operations.

The Directors believe that S247 has a growing reputation as a trusted provider of innovative cybersecurity solutions to international companies. S247's business model has resulted in it being awarded a number of significant contracts with key customers in the past year. As a result of its established and recently-released AI products, research and development and client deployment, the Group is well placed to develop Automated MDR and to entrench and further expand its position in the market, capitalising on its experience and achievements to date.

The Board is seeking for the Company's issued and to be issued share capital to be admitted to trading on AIM to continue the development of the Smarttech247's proprietary technology, grow its international presence and support its expansion into new products. The Board intends to achieve this through a combination of continued organic growth and, if appropriate, through complementary acquisitions.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

124,078,982 Ordinary Shares of £0.01, each at an Issue Price of £0.2966

Single class of shares

No restrictions on transfer

TIDM: S247

ISIN: GB00BMGNDN03

SEDOL: BMGNDN0

No shares are to held in Treasury

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised for the Company: £3,673,637

Anticipated Market Capitalisation at Admission: £36,801,826

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

69.77%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION (Y/N)

No

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Ronan Murphy - Executive Chairman

Raluca Saceanu - Chief Executive Officer

Nicholas Lee - Finance Director

Sarah Cope - Senior Independent Non-Executive Director

Michael Connolly - Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

* - Amplified Technologies Limited is a company wholly owned by Ronan Murphy.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 July

(ii) 31 January 2022

(iii) For Smarttech247 Group plc - 6 months ending 31 January 2023 (by 30 April 2023), year ending 31 July 2023 (by 31 January 2024) and 6 months ending 31 January 2024 (by 30 April 2024)

EXPECTED ADMISSION DATE:

15 DECEMBER 2022

NAME AND ADDRESS OF NOMINATED ADVISER:

SPARK Advisory Partners Limited

5 St John's Lane

London

EC1M 4BH

NAME AND ADDRESS OF BROKER:

Shard Capital Partners LLP

Suite 303, Floor 3

70 St Mary Axe

London

EC3A 8BE

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which contains full details about the Company and the admission of its securities to trading on AIM, will be available for download from the Company's website at www.smarttech247.com.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

1 December 2022

NEW/ UPDATE:

NEW