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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)).  UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

25 June 2025

Brave Bison Group plc

("Brave Bison" or the "Company")

Proposed Acquisition of MiniMBA

£13.5 million Fundraising

£2.0 million Put and Call Agreement

Consolidation of Issued Share Capital

and

Notice of General Meeting

Brave Bison, the next-generation marketing and technology partner for global brands, is pleased to announce that it has entered into a conditional binding agreement with Centaur Media plc ("Centaur") to acquire the entire issued share capital of The Mini Trading Company Limited, comprising the trade and assets of MiniMBA ("MiniMBA"), for an enterprise value of £19.0 million (the "Acquisition").

MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception. MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce.

MiniMBA will form the cornerstone of a new skills and capabilities practice that will sit alongside, but operate independently from, Brave Bison's existing marketing and technology services operations. This new practice will allow Brave Bison to better service CMOs, cementing the Company as the marketing and technology partner-of-choice for future-focused brands.

The Acquisition of MiniMBA is expected to increase Brave Bison pro-forma net revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million. Post-completion, 47% of operating profits (before central costs) will be derived from repeatable, non-cyclical, high-margin income from the monetisation of digital content, with the balance generated from marketing & technology services.

In order to finance the Acquisition, Brave Bison has conditionally raised gross proceeds of £13.5 million by way of an oversubscribed placing and subscription of new Ordinary Shares to new and existing institutional and other investors at an issue price of 2.45 pence per share (prior to the proposed consolidation), a discount of 4% to the mid-market closing price of 2.55 pence on 8 May 2025, being the last trading day before the potential transaction was announced.

The founder of MiniMBA, award-winning marketing professor Mark Ritson, will continue to teach MiniMBA courses post-Acquisition, and will become a Top 5 shareholder in Brave Bison as part of a £4 million strategic personal investment in the Company. Further information on this investment is included later within this announcement.

Oliver Green, Executive Chairman of Brave Bison, commented:

"Today's marketing professionals are operating in an environment that is more complex than ever. With culture fragmented and technology constantly evolving, the need to move with agility and think strategically has never been more paramount.

At a time when the acceleration of AI has our industry looking inward, our focus is firmly outward to the needs of brands and the people behind them. MiniMBA's mission is to give CMOs and their teams the common language and strategic foundation they need to thrive in this new world. We look forward to working closely with the team to reaffirm the power of brand as a global business driver, enabled by AI and underpinned by shared marketing principles.

This is our eighth acquisition and our largest to date and emphasises our commitment to becoming the marketing and technology partner-of-choice for future-focused brands in innovative ways."

Mark Ritson, Founder of MiniMBA, commented:

"I have been hugely impressed from the very outset with the way Brave Bison operate and their vision for the future. We could not have found a better home for MiniMBA and, given the vision and growth mindset that I have seen first-hand, becoming a significant shareholder in Brave Bison and member of the team is enormously attractive."

Acquisition Highlights

·      MiniMBA acquired for an enterprise value of £19.0 million, subject to customary working capital and certain adjustments.

·      Purchase price equivalent to 5.3x EV/EBITDA. In FY25e, MiniMBA is expected to generate net revenue of £11.0 million and Adjusted EBITDA of £3.6 million.

·      The Acquisition is expected to be significantly accretive to underlying earnings, increasing Adjusted Basic EPS by approximately 21% on a pro-forma basis.

·      The Acquisition is expected to increase Brave Bison pro-forma net revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million.

·      The Acquisition is expected to diversify the revenue and contribution profile of Brave Bison. Post-completion, 47% of operating profits (before central costs) will be derived from the monetisation of digital content, with the balance generated from marketing & technology services.

·      MiniMBA is a highly scalable digital learning product that benefits from repeatable, non-cyclical revenues and a fixed cost base with very low marginal costs to service additional customers.

·      MiniMBA is consistently ranked as a leading education product for marketing professionals. The course combines MBA-level tuition, applied learning and a flexible on-demand learning platform that is the universal standard for marketing competency.

·      MiniMBA courses are taught by prize-winning business school professor Mark Ritson (ex-MIT Sloan, London Business School and University of Melbourne). Mark Ritson will continue to teach MiniMBA courses post-completion and has committed to invest £4 million into Brave Bison, becoming a Top 5 shareholder over 24 months.

·      The board of directors of Brave Bison (the "Board") believes there is significant potential to grow MiniMBA through cross-selling opportunities with Brave Bison clients, innovating new products and launching in new markets.

Funding Highlights

·      Brave Bison will partly finance the cash consideration for the Acquisition through a placing and direct subscription of 27,615,467 new Ordinary Shares at a price of 49 pence per Ordinary Share (on a post-Share Consolidation basis) (the "Issue Price") to raise gross proceeds of approximately £13.5 million (the "Fundraising")

·      Issue price (prior to the Share Consolidation) of 2.45 pence represents a discount of 4% to the mid-market closing price of 2.55 pence on 8 May 2025, being the last trading day before the potential Acquisition was announced.

·      As part of the Fundraising, Moonlight Graham PTY Limited ("Moonlight Graham"), a company associated with Mark Ritson, founder of MiniMBA, has initially subscribed for 2,142,857 new Ordinary Shares with an aggregate value of £1.05 million at the Issue Price. Brave Bison has also entered into a Subscription Agreement with Moonlight Graham for 1,938,775 Ordinary Shares, representing an investment of £0.95 million, taking Mark Ritson's immediate investment in Brave Bison to £2.0 million. Mark Ritson will own 3.0% of the Company's enlarged share capital on Admission.

·      Mark Ritson has committed to subscribe for a further £2.0 million worth of new Ordinary Shares within 24 months of completion of the Acquisition by way of a put and call agreement with the Company. Mark Ritson will own approximately 5.8% of the Company's enlarged share capital if the put and call agreement is exercised within 12 months of completion.

·      Greenspan Investments Limited ("Greenspan"), a company associated with Oliver Green and Theo Green, Executive Chairman and Chief Growth Officer, respectively, of Brave Bison, has subscribed for 714,285 new Ordinary Shares with an aggregate value of £0.35 million at the Issue Price. Oliver Green and Theo Green will own 14.1% of the Company's enlarged share capital on Admission.

·      Shares issued pursuant to the Fundraising will together represent 29.3% of the Company's enlarged share capital on Admission.

·      Brave Bison has entered into an agreement with Barclays Bank plc for a new £10 million revolving credit facility. The facility has a term of three years with an interest margin of 175bps over Base Rate. £6 million will be drawn from the facility to finance the Acquisition, keeping leverage below 1x enlarged pro-forma EBITDA and the Board intends to repay outstanding leverage within 12 months of completion.

·      The Acquisition is conditional, amongst other things, on shareholder approval and admission of the Fundraising shares to trading on AIM ("Admission").

·      Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser, sole broker and sole bookrunner in connection with the Fundraising.

·      The Board believes that it is appropriate to consolidate the existing share capital of the Company by a ratio of 20 to 1 (the "Share Consolidation"). Subject to Brave Bison shareholder approval, and following the Share Consolidation, the number of Existing Ordinary Shares of 0.1 pence each will be reduced to 66,679,270 consolidated ordinary shares, with a nominal value of 2.0 pence each ("Consolidated Shares"). The new ISIN for the Consolidated Shares will be GB00BSLKLP68 and the new SEDOL will be BSLKLP6.

Further details of the Acquisition and the fundraising are set out below.

For further information please contact: 

Brave Bison Group plc                                                             via Cavendish

Oliver Green, Executive Chairman                                                          

Theo Green, Chief Growth Officer 

Philippa Norridge, Chief Financial Officer 

Cavendish Capital Markets                                                                   Tel: +44 (0) 20 7220 0500

Nominated Adviser & Broker 

Ben Jeynes / Teddy Whiley / Elysia Bough - Corporate Finance

Michael Johnson / Sunila de Silva - ECM

Sodali & Co                                                                                          Tel: +44 (0) 79 3535 1934

PR Adviser

Elly Williamson

Pete Lambie

FURTHER INFORMATION ON THE FUNDRAISING AND ACQUISITION

Introduction

The Company has entered into a conditional agreement with Centaur Media plc to acquire MiniMBA for an enterprise value of £19 million through the acquisition of the entire issued share capital of The Mini Trading Company Limited.

MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal. Almost 6,000 marketing professionals take MiniMBA courses every year and the platform has trained 40,000 delegates since inception. MiniMBA sells directly to marketers through its website, as well as to enterprise customers looking to upskill their teams including American Express, McDonald's, Google, British Airways, Nestle and Salesforce.

MiniMBA will form the cornerstone of a new skills and capabilities practice that will sit alongside, but operate independently from, Brave Bison's existing marketing and technology services operations. This new practice will allow Brave Bison to better service CMOs, cementing the Company as the marketing and technology partner-of-choice for global future-focused brands.

In order to finance the Acquisition, the Company has conditionally raised gross proceeds of £13.5 million by way of an oversubscribed placing and subscription of new Ordinary Shares with new and existing institutional and other investors.

The Fundraising is conditional on, inter alia, shareholder approval of the Share Consolidation Resolution and the Placing Resolution at the General Meeting, Admission becoming effective and the Acquisition Agreement becoming unconditional in all respects (other than as to, amongst other things, Admission).

As part of the Fundraising, Oliver Green and Theo Green have conditionally subscribed for 714,285 Ordinary Shares, representing an investment of £0.35 million. Mark Ritson, founder of MiniMBA has conditionally subscribed for 4,081,632 Ordinary Shares through the Fundraising and via a direct subscription, representing an investment of £2.0 million. Additionally, Mark Ritson has committed to subscribe for a further £2.0 million worth of new Ordinary Shares within 24 months of completion of the Acquisition by way of a put and call agreement with the Company.

The Company also announced that Shareholders on the register of members of the Company on the Record Date, being 6.00 p.m. on 14 July 2025, will exchange every 20 Ordinary Shares they hold for one Consolidated Share. The proportion of the issued Ordinary Share capital of the Company held by each Shareholder immediately following the Share Consolidation will, save for fractional entitlements, be unchanged.

A notice will be included in the Circular convening a General Meeting to be held at the offices of Cavendish Capital Markets Limited, 1 Bartholomew Close, London, England, EC1A 7BL on 14 July 2025 at 10:00 a.m. to consider and, if thought appropriate, pass the Resolutions.

Other than the change in nominal value, the Consolidated Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights, as set out in the amended Articles. All other classes of shares in the Company are unaffected by the Share Consolidation.

Subject to Shareholder approval of the Share Consolidation Resolution and the Placing Resolution at the General Meeting, application will be made for the new Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 15 July 2025 (or such later date as the Company and Cavendish may agree, but not later than 8 August 2025).

Subject to the Share Consolidation Resolution and the Placing Resolution being passed by Shareholders at the General Meeting, each of the Fundraising Shares will, on Admission, rank pari passu in all respects with the Consolidated Shares and will rank in full for all dividends and other distributions declared, made or paid on the Fundraising Shares following Admission.

The closing price of an Existing Ordinary Share on 24 June 2025, being the last practicable date prior to the announcement of the Fundraising, was 3.10 pence per Ordinary Share. Had the Share Consolidation taken place as at that date, the closing price would have been equivalent to 62 pence per Ordinary Share. The Issue Price represents a discount of approximately 20.9 per cent. to the Closing Price (on a consolidated basis).

Transaction Highlights

Highlights of the Acquisition and the Fundraising include:

·      Enterprise value of £19.0 million represents an acquisition multiple of 5.3x EBITDA based on FY25e expected EBITDA of £3.6 million.

·      The Acquisition is expected to increase Brave Bison pro-forma net revenue by 43% to £36.5 million and Adjusted EBITDA by 80% to £8.1 million. The Acquisition is expected to be significantly accretive to underlying earnings, increasing Adjusted Basic EPS by approximately 21% on a pro-forma basis.

·      MiniMBA is consistently ranked as a leading education product for marketing professionals. The courses are taught by prize-winning business school professor Mark Ritson (ex-MIT Sloan, London Business School and University of Melbourne), who will continue in role post completion.

·      Oversubscribed fundraising to raise gross proceeds of £13.5 million at a price of 49 pence (on a post Share Consolidation basis), a discount of approximately 4% to the price on 9 May prior to initial notification of the Acquisition.

·      In addition to an initial investment of £2.0 million, Mark Ritson has committed to investing a further £2.0 million into Brave Bison within 24 months of completion by way of a put and call agreement, increasing his total commitment to £4.0 million.

·      Brave Bison has entered into an agreement with Barclays Bank plc for a new £10 million revolving credit facility. The facility has a term of three years with an interest margin of 175bps over Base Rate. £6 million will be drawn from the facility to finance the Acquisition, keeping leverage below 1x enlarged pro-forma EBITDA and the Board intends to repay outstanding leverage within 12 months of completion.

Background to and reasons for the Fundraising and Acquisition

Overview of Brave Bison

Brave Bison is a marketing and technology partner for global brands. The Company has operations across eight countries including the UK, India, Australia and Egypt. The Group operates through three integrated divisions: Brave Bison, SocialChain and Sport & Entertainment.

The Brave Bison division provides performance-led digital marketing services and advertising technology. Its offering is underpinned by proprietary tools including AudienceGPT, an AI-driven audience segmentation platform, and AdStudio, which automates the creation of high-performing advertising content for social platforms. The division partners with brands to activate campaigns across major digital platforms such as Google, Meta and TikTok.

SocialChain, acquired and integrated in early 2023, is Brave Bison's creative and social strategy division. It provides consultancy, content production and influencer marketing services focused on helping brands grow through social-first approaches. SocialChain has established itself as a leading voice in the industry through its SocialMinds podcast and event platform, which features guests from major organisations including the BBC, Booking.com and Monzo.

The Sport & Entertainment division owns and operates a portfolio of social media channels and partners with global sports federations and rights holders to develop digital strategies and monetise audiences. Clients include the PGA Tour, US Open, Ryder Cup and Le Mans. In January 2025, Brave Bison completed the acquisition of Engage, a specialist sports marketing agency with operations in London, Dubai, India and Australia. Engage strengthens Brave Bison's capabilities in digital content and channel management for high-profile sports properties, including Formula 1, the ICC, and Real Madrid.

Since 2020, Brave Bison has completed two platform acquisitions and five bolt-on acquisitions, all of which have been integrated into a single operating platform with centralised functions covering technology, operations, sales, marketing, HR and finance. In April 2025, Brave Bison acquired The Fifth, an award-winning influencer marketing agency owned by News Corporation. The Fifth has since been integrated into SocialChain, enhancing the Group's capabilities in influencer marketing and social strategy.

Overview of MiniMBA

MiniMBA is a marketing skills and training platform that provides MBA-level education through an online learning portal. Since launching in 2016, the business has trained nearly 40,000 delegates from over 100 countries. MiniMBA offers three core programmes: Marketing, Brand Management and Management, and its courses are delivered over two annual class intakes.

MiniMBA courses are taught by Mark Ritson, a globally recognised marketing professor and industry commentator (formerly of MIT Sloan, London Business School and University of Melbourne), whose expertise differentiates MiniMBA from other learning products. MiniMBA has some of the highest learner satisfaction ratings in the industry: 95% of surveyed alumni saying the course made them feel more confident, 90% would recommend the course and the net promoter score is 78.

The business serves both B2C and enterprise markets, with 62% of corporate revenue generated from a core group of 40 clients. Corporate customers include leading global brands such as Tesco, British Airways, Google, Sky, Nestlé, Red Bull, Salesforce and Carlsberg.

MiniMBA is operated by a team of 21 full-time staff, led by CEO Tim Plyming alongside founder Mark Ritson, who remains actively involved in strategy, content development and programme delivery.

In the year ending 31 December 2024, MiniMBA generated net revenue of £10.7 million and Adjusted EBITDA of £3.1 million. In the year ending 31 December 2025, MiniMBA is expected to generate net revenue of £11.0 million and Adjusted EBITDA of £3.6 million. MiniMBA has grown net revenue by a compound annual growth rate of 5% over the last three years.

The Acquisition will be funded using the net proceeds from the Fundraising, a portion of the Company's cash resources and through a drawn down from the new £10 million Group bank facility with Barclays Bank plc.

Acquisition rationale

The Board believes that the acquisition of MiniMBA has the following industrial and capital markets logic:

1.   Diversification of income. The Acquisition of MiniMBA will bring repeatable, non-cyclical revenues that increase the proportion of Brave Bison's profits derived from the monetisation of digital content

2.   Highly accretive. The Acquisition is expected to increase underlying earnings per share within the first 12 months of completion

3.   Increased scale. The Acquisition and fundraising will increase Brave Bison's financial profile, market capitalisation and make the Company a more compelling investment opportunity for stock market investors

4.   Significant growth opportunities. MiniMBA is a market-leading product in a large market with international expansion opportunities

All key management across the acquired businesses are aligned as shareholders and long-term partners, ensuring continuity, deep subject-matter expertise, and a shared commitment to future growth. The Board believe this acquisition lays the foundation for a new strategic pillar within Brave Bison, with clear upside from continued investment and global expansion.

Sale and Purchase Agreement

On 25 June 2025 the Company entered into an Acquisition Agreement with the Seller and the Guarantor pursuant to which the Company has conditionally agreed to acquire MiniMBA for a total consideration of £19.0 million in cash (the "Cash Consideration"), subject to customary working capital and certain adjustments. The Cash Consideration will be payable on completion, which is expected to take place within five Business Days following Admission.

The Acquisition is conditional on, inter alia, the entry by the Company, the Seller and the Guarantor into the Acquisition Agreement, the Acquisition Agreement not having lapsed, been terminated or rescinded in accordance with its terms (or allegedly been terminated or rescinded) and the Placing Agreement having become unconditional in all respects (save for any conditions relating to Admission) within 25 days after (and excluding) the date of entry by the Company, the Seller and the Guarantor into the Acquisition Agreement (or such later date as the parties may agree in writing).

The Acquisition Agreement contains certain customary warranties given by the Seller in favour of the Company, subject to certain customary limitations, as well as other customary undertakings and restrictive covenants given by the Seller.

The Guarantor has agreed to guarantee the liabilities and obligations of the Seller pursuant to the Acquisition Agreement.

Details of the Placing and Placing Agreement

The Placing and the Investment

The Company has conditionally raised approximately £11.5 million (before expenses) by way of a conditional placing by Cavendish, as agent to the Company, of 23,533,835 Placing Shares at the Issue Price pursuant to the Placing Agreement.

In addition, the Investor, a vehicle beneficially owned by Mark Ritson, MiniMBA founder, has conditionally subscribed for 2,142,857 Investment Shares, representing an investment of £1.05 million.

The Placing and the Investment are conditional, amongst other things, on the passing of the Consolidation Resolution and the Placing Resolution, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 15 July 2025 (or such later date as Cavendish and the Company may agree, being not later than 8.00 a.m. on 8 August 2025).

The Placing and the Investment are being effected by way of a cashbox subscription of new ordinary shares for non-cash consideration to de-risk the Placing, Investment and the Acquisition and pursuant to a subscription and transfer agreement entered into between the Company, a Guernsey-incorporated subsidiary of the Company ("Newco") and the Intermediary. The Company will allot and issue the Placing Shares on a non-pre-emptive basis to the Intermediary, as bare nominee for the Placees and the Investor (pending transfer of legal title to the Placees and the Investor through CREST) and/or to the Placees and the Investor themselves, as the Intermediary shall direct, in consideration for the transfer to the Company by the Intermediary of certain shares which it will hold in Newco. Accordingly, instead of receiving cash as consideration for the issue of Placing Shares, the Company will, conditional on Admission, own all of the issued share capital in Newco, whose only asset will be its cash reserves. The proceeds raised through the Placing and the Investment (net of expenses) will be retained for the benefit of the Company.

The Placing Agreement

Under the terms of the Placing Agreement, Cavendish, as agent for the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Company has given certain customary warranties to Cavendish in connection with the Placing and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities it may incur in undertaking the Placing. Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for a breach of any of the warranties. The Placing is not being underwritten.

The Placing Shares will be allotted and credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date on which they are issued.

Participation of the Directors in the Placing

Certain Directors have agreed to subscribe for Placing Shares at the Issue Price pursuant to the Placing. The number of New Ordinary Shares subscribed for by each Director and their resulting shareholdings upon Admission are set out below:

⁽¹⁾ Of which 244,811,445 ordinary shares are held by Greenspan Investments Limited, 1,052,414 ordinary shares are held by Oliver Green and 5,000,000 ordinary shares are held by Tangent Industries Limited.

⁽²⁾ The number of Ordinary Shares presented in this table as being held or subscribed for by Directors refers to the number of Ordinary Shares held or subscribed for by them either personally or through a nominee.

⁽³⁾ Assuming that no additional Ordinary Shares are allotted between 24 June 2025 and Admission.

⁽⁴⁾ Assuming that the Share Consolidation Resolution is passed at the General Meeting and the Share Consolidation becomes effective.

The Subscription

The Company has also conditionally raised approximately £0.95 million (before expenses) by way of a direct subscription with the Investor, a vehicle beneficially owned by Mark Ritson, for 1,938,775 Subscription Shares at the Issue Price pursuant to the Subscription on the terms of the Subscription Agreement. Pursuant to the Subscription, the Company will capitalise a debt owed to Mark Ritson into the Subscription Shares. Customary warranties will be given to the Investor.

The Subscription is conditional on the passing of the Consolidation Resolution, the Placing Resolution, the Placing becoming unconditional and the Placing Agreement and the Acquisition Agreement becoming unconditional in all respects, including Admission becoming effective by no later than 8.00 a.m. on 15 July 2025 or such later time and/or date (being no later than 8.00 a.m. on 8 August 2025) as Cavendish and the Company may agree.

Put and Call Option Agreement

On 25 June 2025, the Company entered into the Put and Call Option Agreement with the Investor, a vehicle beneficially owned by Mark Ritson, MiniMBA founder. Pursuant to the Put and Call Option Agreement, the Company has granted the Investor an option to subscribe for the Investor Option Shares, and the Investor has granted the Company an option to require it to subscribe for the Investor Option Shares, by way of an aggregate investment by the Investor of £2,000,000 on the following terms.

·      The Investor may exercise its option over the Investor Option Shares during the 12-month period following Admission ("12 Month Period") at the Issue Price. At the expiry of the 12 Month Period, if the Investor has not invested at least £1,000,000 by subscribing for Investor Option Shares, then the Company will have the right to require the Investor to subscribe for £1,000,000 of Investor Option Shares at the Issue Price.

·      To the extent that the Investor has not invested the balancing £1,000,000 during the 12 Month Period, it may invest such amount during the subsequent 12-month period by subscribing for such number of Investor Option Shares as is equal to £1,000,000 divided by the volume-weighted average traded price at which Ordinary Shares were traded on AIM during the 90 trading days preceding the Business Day prior to such subscription ("90 Day VWAP"). In the event that the Investor does not make such investment by the expiry of the 24-month period following Admission, the Company can require the Investor to make such subscription at a price equal to 90 Day VWAP as at the expiry of this period.

·      At no time shall the Investor subscribe for such number of Investor Option Shares as would require a mandatory offer to be made pursuant to Rule 9 of the UK's City Code on Takeovers and Mergers.

·      Following the relevant subscriptions and receipt of funds, and subject to the Company maintaining the requisite shareholder authority, the Company will allot and issue such number of Investor Option Shares as the Investor has properly subscribed for and apply for their admission to trading on AIM, at which time further announcements will be made by the Company.

·      The parties have given certain standard warranties and undertakings to each other.

·      The Investor undertakes to the Company that it will not, and shall procure that any nominee holding any Investor Option Shares shall not, during the period of 24 months commencing on the date of Admission, in respect of its entire holding of Investor Option Shares, dispose of any interest in such Investor Option Shares.

·      The agreement contains standard adjustment provisions in the event of a capitalisation issue, rights issue, sub-division, consolidation, redenomination, purchase or redemption of own shares or reduction of capital.

The proceeds of subscriptions made in accordance with the Put and Call Option will provide the Company with additional working capital and cash resources with which to pursue additional growth opportunities and further strengthen the Group's balance sheet.

Current Trading and Outlook

Brave Bison has continued to demonstrate strong commercial momentum throughout the financial year ended 31 December 2024 ("FY24"). On 9 April 2025, the Company released its final results for FY24, reporting net revenue of £21.3 million, representing a 2% increase year-on-year (8% growth excluding US operations). Adjusted EBITDA rose by 5% to £4.5 million, with an adjusted EBITDA margin of 21%. Statutory profit before tax increased by 76% to £2.0 million. The Group ended the year with net cash of £7.5 million, up from £6.8 million in the prior year, and declared a final dividend of £0.3 million, equivalent to 0.02p per share, and the first dividend in the Company's history as a listed business.

Following the completion of bolt-on acquisitions and healthy trading in Q1 2025, and the Group's acquisition of The Fifth in April 2025, the Board continues to expect the existing Group to deliver revenue and adjusted profitability for FY25 in line with current market expectations, as upgraded in April 2025.

Background to and reasons for the Proposed Share Consolidation

As at 24 June 2025 (being the latest practicable date prior to the publication of this announcement), the Company had 1,333,585,397 Existing Ordinary Shares in issue.

With shares of low denominations, small absolute movements in the share price can represent large percentage movements resulting in volatility. The Board also believes that the bid-offer spread on shares priced at low absolute levels can be disproportionate to the share price and therefore to the detriment of Shareholders. The Board is of the view that it would benefit the Company and Shareholders to reduce the number of Existing Ordinary Shares in issue with a resulting adjustment in the market price of such shares, by consolidating the Ordinary Shares on the basis of 1 Consolidated Share of £0.02 for every 20 Existing Ordinary Shares of £0.001 each. This is expected to assist in reducing the volatility in the Company's share price and enable a more consistent valuation of the Company, making the Company's Ordinary Shares more attractive to institutional investors.

Details of the Proposed Share Consolidation

Upon implementation of the Share Consolidation, Shareholders on the register of members of the Company on the Record Date, which is expected to be 6.00 p.m. on 14 July 2025, will exchange every 20 Existing Ordinary Shares they hold for one Consolidated Share. The proportion of the issued ordinary share capital of the Company held by each Shareholder following the Share Consolidation will, save for fractional entitlements and subject to the exercise of share options, be unchanged.

To effect the Share Consolidation the Company intends to issue such minimum number of additional Excess Ordinary Shares (not exceeding three in total) so that the aggregate nominal value of the Ordinary Share capital of the Company is exactly divisible by 20. It is therefore proposed that in order to facilitate the Share Consolidation, three Excess Ordinary Shares will be issued to an individual in their capacity as an officer of the Company so that, prior to the Share Consolidation, the Company's issued share capital will be exactly divisible by 20. These three Excess Ordinary Shares will be issued at market value.

Other than the change in nominal value, the Consolidated Shares arising on implementation of the Share Consolidation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights, as set out in the Company's articles of association. All other classes of shares in the Company are unaffected by the Share Consolidation.

No Shareholder will be entitled to a fraction of a Consolidated Share and where, as a result of the consolidation of Ordinary Shares described above, any Shareholder would otherwise be entitled to a fraction of a Consolidated Share in respect of their holding of Ordinary Shares at the Record Date (a "Fractional Shareholder"), such fractions shall be aggregated with the other fractions of Consolidated Shares to which other Fractional Shareholders of the Company may be entitled so as to form full Consolidated Shares and sold in the market. The costs, including the associated professional fees and expenses, that would be incurred in distributing such proceeds are likely to exceed the total net proceeds distributable to such Fractional Shareholders.

The Board is therefore of the view that, as a result of the disproportionate costs in such circumstances, it would not be in the Company's best interests to distribute such proceeds of sale and the proceeds will instead be retained for the benefit of the Company in accordance with the Share Consolidation Resolution. Furthermore, any Shareholders holding fewer than 20 Ordinary Shares as at 6.00 p.m. on the Record Date will cease to be holders of Ordinary Shares. The minimum threshold to receive Consolidated Shares will be 20 Ordinary Shares.

If you hold a share certificate in respect of your Ordinary Shares in the Company, your certificate will no longer be valid from the time the proposed Share Consolidation becomes effective. If you hold 20 or more Ordinary Shares on the Record Date you will be sent a new share certificate evidencing the Consolidated Shares to which you are entitled under the Share Consolidation. Such certificates are expected to be despatched no later than the week commencing 28 July 2025. The certificates will be despatched by 1st class post, at the risk of the Shareholder. Upon receipt of the new certificate, you should destroy any old certificates. Pending the despatch of the new certificates, transfers of certificated Ordinary Shares will be certified against the Company's share register.

If you hold your Ordinary Shares in uncertificated form, you should expect to have your CREST account credited with the Consolidated Shares to which you are entitled on implementation of the Share Consolidation on 15 July 2025 or as soon as practicable after the Share Consolidation becomes effective.

Following the Share Consolidation, the Company's new SEDOL code will be BSLKLP6 and its new ISIN code will be GB00BSLKLP68.

Admission of the Consolidated Shares to AIM

The Share Consolidation is conditional upon permission being granted by the London Stock Exchange for the Consolidated Shares to be admitted to trading on AIM. Application for such Admission of the Consolidated Shares will be made so as to enable the Consolidated Shares to be admitted to trading on AIM. It is expected that Admission of the Consolidated Shares will become effective at 8:00 a.m. on 15 July 2025 whereupon the Share Consolidation will become effective.

Effects of the Proposed Share Consolidation on Share Options

The Share Consolidation will result in an adjustment to the number of existing warrants and share options.

As of 24 June 2025, being the Latest Practicable Date, there were 101,576,242 Existing Options. After the Share Consolidation, subject to the approval of Shareholders, Existing Options will consolidate in accordance with the terms of the instruments pursuant to which they were issued.

The rules of existing share options and warrants provide that in the event of any consolidation or sub-division of the share capital of the Company, then the number of shares subject to an option or warrant instrument and the exercise price payable on exercise of an option may be adjusted by the Board in such manner and with effect from such date as the Board may determine to be appropriate.

The effect of these provisions will be that, following the Share Consolidation, the number of Ordinary Shares subject to any option held under Share Options will decrease broadly to twentieth of their number prior to consolidation whilst the price payable for the exercise of each option will increase broadly by a multiple of 20.

Other than the dilutive effect of the Fundraising and the Put and Call Option Agreement, there should, therefore, subject to the relevant consents, be no material alteration to the current potentially dilutive effects of the options granted under share options. Notice of the adjustments to the options will be sent to individual Existing Option holders as soon as reasonably practicable following the Share Consolidation.

Terms of the Consolidation

Taxation

The following statements are intended only as a general guide to the current tax position under UK taxation law and practice. They relate only to certain limited aspects of the UK tax position of Shareholders who are the beneficial owners of Existing Ordinary Shares and who are resident or (in the case of individuals) ordinarily resident in the UK for tax purposes and who hold their shares in the Company beneficially as an investment (and not as securities to be realised in the course of a trade). The following is not, and is not intended to be, an exhaustive summary of the tax consequences of acquiring, holding and disposing of Existing Ordinary Shares or Consolidated Shares.

A Shareholder who is in any doubt as to his or her tax position or is subject to tax in any jurisdiction other than the UK should consult his or her duly authorised professional adviser without delay. The proposed Share Consolidation should constitute a reorganisation of the Company's share capital and, for the purposes of UK taxation of chargeable gains, to the extent that you receive New Ordinary Shares under the proposed Share Consolidation, you should not be treated as making a disposal of any of your Existing Ordinary Shares or an acquisition of Consolidated Shares.

The Consolidated Shares will be treated as the same asset as, and as having been acquired at the same time and for the same aggregate cost as, the holding of Existing Ordinary Shares from which they derive. No liability to stamp duty or stamp duty reserve tax will be incurred by a holder of Existing Ordinary Shares as a result of the proposed Share Consolidation.

Related party transactions

Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's nominated adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its shareholders are concerned.

The conditional subscriptions for Placing Shares by certain Directors as outlined above constitute related party transactions pursuant to Rule 13 of the AIM Rules. The Directors of the Company (excluding Oliver Green and Theo Green), as the independent directors, having consulted with the Company's nominated adviser, Cavendish, consider that the terms of the participation in the Placing by Oliver Green and Theo Green are fair and reasonable insofar as the Company's Shareholders are concerned.

Lord Michael Ashcroft is a substantial Shareholder in the Company on account of his shareholding representing 23.8% of the Existing Ordinary Shares.

Consequently, Lord Michael Ashcroft is considered to be a related party of the Company for the purposes of Rule 13 of the AIM Rules for Companies. Lord Michael Ashcroft is subscribing for 5,865,000 Placing Shares.

The subscription by Lord Michael Ashcroft constitutes a related party transaction for the purposes of the AIM Rules for Companies. The Directors, having consulted with the Company's nominated adviser, Cavendish Capital Markets Limited, consider that the participation in the Placing by Lord Michael Ashcroft is fair and reasonable insofar as the Shareholders are concerned.

Admission of the Fundraising Shares to AIM

The Fundraising is conditional upon permission being granted by the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM. Application for such Admission of the Fundraising Shares will be made so as to enable the Fundraising Shares to be admitted to trading on AIM. It is expected that Admission of the Fundraising Shares will become effective at 8:00 a.m. on 8 July 2025.

Irrevocable Undertakings

The Company has received irrevocable undertakings to vote in favour of the Resolutions from Directors who hold, in aggregate, 254,762,549 Ordinary Shares, representing 19.1% of the Existing Ordinary Shares.

The Company has also received irrevocable undertakings to vote in favour of the Resolutions from Shareholders who to the best of the Company's knowledge as of the date of this announcement hold, in aggregate, 240,195,475 Ordinary Shares, representing 18.0% of the Existing Ordinary Shares.

Recommendation

The Directors consider the Share Consolidation, Fundraising and grant of options pursuant to the Put and Call Option Agreement to be in the best interests of the Company and its Shareholders as a whole. 

Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions as they have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 254,762,549 Ordinary Shares, representing approximately 19.1% of the Existing Ordinary Shares.

Expected Timetable of Principal Events

Notes:

1.     Each of the times and dates above are indicative only and are subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by announcement through a Regulatory Information Service.

2.     All of the above times refer to London time unless otherwise stated.

3.     Events listed in the above timetable after the General Meeting are conditional on the passing of the Share Consolidation Resolution and the Placing Resolution.

Statistics relating to the Fundraising and Capital Reorganisation

⁽¹⁾ Assuming that the Share Consolidation Resolution to effect the 20 for 1 Share Consolidation is passed at the General Meeting and that no other Ordinary Shares are allotted prior to Admission.

⁽²⁾ Three Excess Ordinary Shares will be issued to an individual in their capacity as an officer of the Company prior to the Share Consolidation so that the Company's issued share capital will be exactly divisible by 20.

⁽³⁾ These will be subscriptions for Ordinary Shares with a nominal value of £0.02.

⁽⁴⁾ Following Admission in accordance with the terms of the Put and Call Option, the final number of new Ordinary Shares to be confirmed at the time, prior to their admission.

Annual General Meeting Notice

The Company wishes to clarify that, at its annual general meeting to be held on 27 June 2025, it will be asking Shareholders to approve the declaration of a final dividend, as recommended by the Directors to be declared payable on 1 July 2025 to the Shareholders whose names appear on the Company's register of members at the close of business on 30 May 2025, of 0.02 pence per ordinary share (on a pre-consolidation basis) for the financial year ended 31 December 2024, and not a dividend of 0.22 pence per ordinary share as is stated in the notice of annual general meeting.

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

Important notices

The distribution of this Announcement and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law.  Persons into whose possession these documents come should inform themselves about and observe any such restrictions.  Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.  In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

The Placing Shares have not been and will not be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Placing Shares in the United States.  The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act.  The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this Announcement.  Any representation to the contrary is a criminal offence in the US. In addition, offers, sales or transfers of the securities in or into the US for a period of time following completion of the Placing by a person (whether or not participating in the Placing) may violate the registration requirement of the Securities Act.

The Placing Shares have not been and will not be registered under the relevant laws of any state, province or territory of any Restricted Jurisdiction and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within any Restricted Jurisdiction except pursuant to an applicable exemption from registration requirements.  There will be no public offer of Placing in Australia, Canada, Japan, or the Republic of South Africa.

This Announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares (as the case may be).  In particular, this Announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This Announcement has been issued by, and is the sole responsibility of, the Company.  No person has been authorised to give any information or to make any representations other than those contained in this Announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Cavendish.  Subject to the AIM Rules for Companies, the issue of this Announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Announcement or that the information contained in it is correct at any subsequent date.

Cavendish, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any matters referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Cavendish does not accept any responsibility whatsoever for the contents of this Announcement, and makes no representation or warranty, express or implied, for the contents of this Announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing, and nothing in this Announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future.  Cavendish accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this Announcement or any such statement.

No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share of the Company.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this Announcement and include statements regarding the Directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this Announcement are based on certain factors and assumptions, including the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the Directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this Announcement that may occur due to any change in the Directors' expectations or to reflect events or circumstances after the date of this Announcement.

Information to Distributors

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.  The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this Announcement.

Certain figures contained in this Announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this Announcement may not conform exactly with the total figure given.

All references to time in this Announcement are to London time, unless otherwise stated.