RCGH Rc365 Holding Plc

11 March 2024

RC365 Holding Plc

("RC365" or the "Company")

Update on YouneeqAI Agreement

RC365 Holding Plc ("RC365"), a company focusing on payment gateway solutions and IT support, refers to the announcements made on 14 August 2023 and 1 September 2023 whereby the Company entered into an Exclusive Rights Agreement ("Agreement") with YouneeqAI Technical Services Inc ("YouneeqAI") to acquire the exclusive rights to YouneeqAI's IP and Platform in the UK as well as first refusal to purchase the rights in additional new territories.

As per the Agreement, the consideration is to be satisfied by the issue of 6,000,000 new Ordinary Shares, of which 3,000,000 were issued on signing the Agreement with the balance to be issued on or around 29 February 2024. The Agreement is for an initial term of 10 years and automatically renews for successive terms of 5 years unless terminated by either party.

The Board of RC365 have given consideration to the project and decided that resources in the short term for this project would be better deployed to Malaysia and Japan where operations have accelerated quicker than the Board anticipated. The UK remains a key focus for the Company and the Board continue to explore opportunities in this region. YouneeqAI and RC365 have agreed to amend the Agreement and defer the outstanding 3,000,000 Ordinary Shares which are now expected to be issued on or around 1 October 2024.

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