REG - RC365 Holding PLC - Agreement signed with YouneeqAI for IP Rights

RC365 HoldingAnnouncement

01/09/2023 07:00

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RNS Number : 0308L  RC365 Holding PLC  01 September 2023

1 September 2023

RC365 Holding Plc

("RC365" or the "Company")

Agreement signed with YouneeqAI Technical Services Inc for IP Rights

RC365 Holding Plc ("RC365"), a company focusing on payment gateway solutions
and IT support, refers to the announcement made on 14 August 2023 whereby the
Company signed a non-legally binding Letter of Intent ("LOI") with YouneeqAI
Technical Services Inc ("YouneeqAI") to acquire the exclusive rights to
YoouneeqAI's IP and Platform in the UK.

Further to this LOI, the Company is pleased to announce that it has signed an
Exclusive Rights Agreement ("Agreement") with YoouneeqAI's. Under this
Agreement RC365 has the right to market, distribute and resell YoouneeqAI's
Platform to customers on an exclusive basis within the UK with a right of
first refusal to purchase additional territories. The consideration is to be
satisfied by the issue of 6,000,000 new Ordinary Shares of which 3,000,000
have been issued on signing and the balance will be issued on or around 29
February 2024.

In addition to the consideration, it is agreed that the YouneeqAI shall
receive 1% of any and all gross revenue (excluding VAT) generated from the use
of the Platform by RC365.

RC365 can use YouneeqAI's Trademarks in connection with its advertising,
promotion and marketing of the Platform.

Terms and Conditions

The Agreement shall be valid from 31 August 2023 and shall continue for a term
of 10 years and shall then automatically renew for successive terms of 5 years
unless terminated by either party upon service of written notice of
termination to the other party, provided such notice of termination is served
no less than one month prior to the end of the initial 10 year term or any
subsequent 5 year renewal period.

Chi Kit Law (Michael), Executive Director and Chief Executive Officer, said:

"This transaction with YouneeqAI represents an important milestone for RC365,
customers and shareholders alike. We previously announced our intention to
enter into the A.I. space in a meaningful way that both complements our
existing business, but also supports our future expansion and evolution plans,
we feel this transaction represents a great first step in that direction.

The YouneeqAI team brings a wealth of experience in the both the A.I and
technical fields and will be fully supportive in working with our existing and
future customer base to ensure smooth implementation and utility of the
platform. In addition, we look forward to further together towards expanding
our existing offerings."

Murray Galbraith, Chief Executive Officer of YouneeqAI said:

"We are incredibly excited to close this transaction with the RC365 team.
RC365's current business model, customers, future plans and goals align
perfectly with YouneeqAI's platform. Our platform, product offerings and
related IP are constantly improving and evolving, expanding reach and
possibilities for customers. With over several decades of combined AI and
technical services experience, we look forward to a long, prosperous and
mutually beneficial partnership with RC365."

Issue of Equity

Application for the initial 3,000,000 new Ordinary Shares to be admitted to
the Official List of the UK Listing Authority and to trading on the Main
Market of the London Stock Exchange has been made. Dealings are expected to
commence on or around 6 September 2023. All new Ordinary Shares were issued at
75p per share.

Conditional on Admission of the 3,000,000 new Ordinary Shares, the Company's
issued ordinary share capital will be 128,534,591 Ordinary Shares, which 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 share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

For further information please contact:

 RC365 Holding plc

 Chi Kit LAW, Chief Executive Officer

                                                       T: +852 2251 1621

                                                       E: ir@rc365plc.com (mailto:ir@rc365plc.com)
 Guild Financial Advisory Limited - Financial Adviser

 Ross Andrews

 Evangeline Klaassen                                   T: +44 (0)7973 839767

                                                       E: ross.andrews@guildfin.co.uk

                                                       T: +44 (0)7972 841276

                                                       E: evangeline.klaassen@guild.co.uk (mailto:evangeline.klaassen@guild.co.uk)

 

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