Company Announcements

22 August 2022

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). With the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

NOT FOR PUBLICATION OR RELEASE IN OR INTO THE UNITED STATES OR AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA, OR ANY PROVINCE OR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.

Dev Clever Holdings plc

("Dev Clever" or the "Company")

USD$30 million funding facility

Dev Clever (LSE: DEV), a leading developer of mobile and immersive experiences, is pleased to announce that it has obtained an up to USD$30 million three-year unsecured funding facility (the "Facility") with RiverFort Global Opportunities PCC Limited ("RiverFort").

The Facility provides Dev Clever with a significantly strengthened balance sheet and enables it to pursue the global EdTech growth opportunity with sustained confidence.

Dev Clever's ability to draw down on the Facility is dependent on the satisfaction of the drawdown conditions, principally its re-admission to the standard segment of the Main Market of the London Stock Exchange ("Re-admission"). Upon Re-admission, an initial amount of USD$5 million will be available to be advanced to Dev Clever within 20 business days of Re-admission per the terms of the funding agreement (the "Initial Advance"). Dev Clever will then have access to further capital up to the total commitment amount as mutually agreed between the Company and RiverFort. The term of the Facility is for a period of 36 months from 20 August 2022.

Re-admission is contingent on the publication of a prospectus and FCA approval of eligibility. Work towards this continues to progress.

Chris Jeffries, CEO of Dev Clever, commented: "I am delighted to announce this facility with RiverFort that secures a funding pipeline which underpins the execution of our growth ambitions. It provides us with the balance sheet strength that enables us to continue delivering our growth strategy with confidence alongside our funding partners at RiverFort. We are committed to ensuring our shares are re-listed as soon as possible and are continuing to prioritise this. We look forward to updating the market on this in due course."

The key terms of the Facility are as follows:

·    Commitment Amount: up to thirty million US dollars ($30,000,000).

·    Term: the Facility is available for 36 months from 20 August 2022.

·    Fees: an implementation fee equal to 1% of the Facility payable in cash on the earlier of six months from 20 August 2022 and 30 days after the re-admission of the Company to standard segment of the Main Market of the London Stock Exchange ("Re-admission").

·    Initial Advance: an amount of five million US dollars ($5,000,000) to be advanced to the Company within 20 business days of Re-admission subject to drawdown conditions including, inter alia, Re-admission.

·    Further Advances: RiverFort may, at its absolute discretion, advance further amounts to the Company during the Facility term subject to certain conditions including, inter alia, the delivery to RiverFort of a drawdown notice by the Company.   

·    Interest: interest applies on the outstanding balance at any time at a rate of 10% per annum.

·    Repayment: the outstanding amount of each advance is repayable on the date falling 24 months after the advance was made and the Company can prepay the outstanding amount subject to relevant conditions, including, inter alia, the payment of a 5% redemption fee.

·    Conversion: from the date commencing three months after Re-admission, RiverFort may elect, at its discretion, to convert the outstanding balance of the Facility into new ordinary shares in the Company. The conversion will be at the lower of:

i)             a 30% premium to the average daily volume weighted average price ("VWAP") for the previous five days' trading prior to the drawdown of the relevant amount (the "Reference Price") being converted; and

ii)            92% of the average of the five lowest VWAPs in the 20 trading days prior the notice to convert being delivered by RiverFort to the Company.

·    Warrants: RiverFort will receive warrants ("Warrants") with each advance of the Facility. Such number of Warrants to be calculated as 50% of each advance divided by the applicable Reference Price. The Warrants will have an exercise price equal to 130% of the applicable Reference Price. The Warrants will have an exercise period of 48 months from grant.

·    Other terms: the Facility includes certain undertakings, warranties and indemnities from the Company in favour of RiverFort. Normal events of default provisions apply.

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For further information please contact:

Notes to Editors:

About Dev Clever

Dev Clever Holdings plc, together with its wholly owned subsidiaries, is a software and technology group based in Stafford, United Kingdom, and Noida, India, specialising in the use of lightweight integrations of cloud-based VR and gamification technologies to deliver rich customer engagement experiences across both the education and commercial sectors. In January 2019, Dev Clever listed on the Standard List of the London Stock Exchange. The Group's core focus is the development and commercialisation of its core Educate platforms.

Dev Clever aims to reduce the global skills shortage by delivering an enhanced careers guidance service via its online platforms, Launchmycareer.com and Launchyourcareer.com, and virtual reality software (Victar VR). The business has established a global partnership with Lenovo to roll out its service worldwide, with offerings already on the market in the UK, US, and Canada. Dev Clever is also focused on the Indian market and has partnered with its National Independent Schools Alliance (NISA) to provide a comprehensive service offering within Indian budget private schools. Through this, the business has been developing and has launched a direct-to-consumer offering in India.

For further information, please visit www.devcleverholdingsplc.com