XLM Xlmedia Plc

07 February 2025                                                                                                              For immediate release

This release contains inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation (2014/596/EU), or EU MAR, and of the UK version of EU MAR as it forms part of UK law by virtue of the European Union (Withdrawal) Act (as amended).

XL Media PLC

("XL Media", the "Group", or the "Company")

Results of Tender Offer

XL Media plc (AIM: XLM), a sports and gaming digital media company, announces the results of the Tender Offer set out in the circular published by the Company on 20 January 2025 (the "Circular"), which closed at 1.00 p.m. on 6 February 2025. The Tender Price was 11.5 pence per Share.

Results of Tender Offer

The Company offered to purchase up to a maximum of 139,130,434 Ordinary Shares (being approximately 52.98 per cent. of the Company's existing issued share capital) under the Tender Offer. In total, 121,545,490 Ordinary Shares were validly tendered under the Tender Offer, representing approximately 46.3 per cent. of the Company's existing issued share capital and approximately 87.4 per cent. of the number of Ordinary Shares available to tender. All valid tenders will be satisfied in full.

It is expected that cheques will be despatched and CREST accounts will be credited with proceeds in respect of successfully tendered shares on or before 17 February 2025.

The 121,545,490 Ordinary Shares tendered under the Tender Offer will be repurchased by the Company under the Repurchase Agreement and cancelled.

The ordinary issued share capital of the Company following the purchase will be 141,040,915 (with no ordinary shares held in treasury). The total voting rights in the Company following the purchase and cancellation will be 141,040,915.

The figure of 141,040,915 may be used by Shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Company wishes to remind Shareholders that following completion of the North America Disposal, the Company became an AIM Rule 15 Cash Shell with no material trading business, activities and assets other than the cash proceeds from the Europe Disposal and North America Disposal, and is now focused on the orderly distribution to Shareholders of the proceeds from the Europe Disposal and the North America Disposal. The Company currently expects to make a further distribution of capital to Shareholders in the second quarter of 2025.

Terms used in this announcement have the same meaning as in the Circular. The Circular can be viewed on, and downloaded from, the Company's website at https://www.xlmedia.com/investors/tender-offer/

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About XLMedia

XLMedia (AIM: XLM) has recently disposed of its sports and gaming digital media operations.