AQSE Corporate Adviser to the Company: First Sentinel Corporate Finance Limited

Legal advisers to the Company as to UK law: Fladgate LLP

Legal advisers to the Company as to Gibraltar law: Triay, Gibraltar

Auditors to the Company and Reporting Accountants: AMS Ltd, Gibraltar

Registrars: Computershare Investor Services (Jersey) Ltd

Registrars - Depository: Computershare Investor Services plc

Number of Ordinary Shares in issue: 411,484,705

Percent of securities in public hands: c.16.20%

Outstanding Options & Warrants: 77,125,000 or 21.4% of fully diluted share capital

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Toro Consulting Ltd* – 96,166,667 – 23.37%

Saral Global - 31,450,000 - 7.64%

Andrew Offit - 48,538,359 - 11.80%

Jupiter Fund Management - 40,000,000 - 9.72%

*Toro Consulting Ltd is controlled by Jonathan Bixby, a director

The Ordinary Shares are freely transferable and there are no restrictions on transfer

Current Directors:

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Jonathan Bixby

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Jonathan Bixby has significant experience in quoted companies, and in the technology sector, and in particular was a founder and major investor in Argo Blockchain (ARB), Guild Esports (GILD) and Cellular Goods (CBX) – all listed on the London Stock Exchange. Jonathan is also the Chairman of Clarify Pharma, Kondor AI PLC and Cykel AI PLC listed on the AQUIS market. Prior to this, Jonathan was a founder, board member and investor in East Side Games (EAGR.TO), Koho Financial and BlueMesa Health (sold to Virgin Pulse). Previous to this, Jonathan was the CEO of Strangeloop Networks, a networking company which focused on providing hardware appliances in data centres to speed up web-based properties. Strangeloop was sold to Radware (RDWR) in 2013. Jonathan was a founder and Chair of the Board of Ironpoint Technology which provided technology-based content management services. Ironpoint was sold to Active Network (ACTV) in 2006. Jonathan is a well-known investor and advisor to numerous healthcare, networking and software companies including Alavida, TSO Logic, Rubikloud, Neurio and Layerboom.

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Nick Lyth

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Nick Lyth is a UK based, experienced finance director and qualified accountant with extensive experience advising quoted companies including AIM listed companies Univision Engineering Ltd, Altona Energy PLC and Taihua PLC. For two years, Mr. Lyth was Group Finance and Purchasing Director of Belle Group, a manufacturer of engineering equipment operating across Europe, the US and Asia. He was also Head of Finance at Fothergill Group, a UK manufacturer of technical industrial fabrics, between 1996 and 2003. In his
early career, Nick was a management accountant at Courtaulds plc and Rotunda plc.

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Mike Edwards

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Mike Edwards has started and invested in technology companies for over 20 years. Mike invests in smart people with big ideas, and thrives on helping other entrepreneurs turn a napkin sketch into a prosperous business. He has invested in more than 40 technology startups including Punch’d, which was sold to Google, Summify, which was acquired by Twitter, Wander, which was acquired by Yahoo, Area Connect,which was sold to Marchex, Wylie Interactive, which was acquired by Zynga, and Password Box, which was acquired by Intel. Mike is actively involved in growing and supporting the start up community and connecting local entrepreneurs with the right investors, mentors and influencers in Silicon Valley, New York, Europe and Asia. Mike co- founded Growlab, a seed stage accelerator focussing on consumer facing
digital product, which later merged with Extreme Start ups to create Canada’s Highline accelerator, and co-founded and is a board member of Creative Labs, a venture capital backed start up foundry that builds consumer technology companies by leveraging the Creative Artist Agency’s access to talent and audience. Mike was the co-founder and president of Argo Blockchain plc, a company established to provide cryptocurrency mining services and which was admitted to the Official List (by way of a Standard Listing) and to trading on the London Stock Exchange’s Main Market for listed securities in August 2018. Mike was also the co-founder of Guild Esports plc, the first esports business to be admitted to trading on the Main Market; Cellular Goods plc, the first producer of biosynthetic cannabinoids to join the London Stock Exchange.

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Alexandra Assal

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Ms Assal graduated with a Maîtrise in Economics from the University Pierre-Mendès France. Ms Assal began her career in 2005 at Jyske Bank (Private Banking) Gibraltar working in the portfolio management department, later moving to the dealing/trading desk. In 2009, Ms Assal joined VFS, she has extended her experience to the private client industry by managing client’s accounts, providing customised investment solutions and supervising investment operations. After 16 years working at VFS and serving as Director and being shareholder of the Company, Ms Assal operate independently through her own firm, providing directorship services and strategic support to a range of structures including Experienced Investor Funds (EIFs), private funds, investment companies and family office vehicles. Ms Assal works on various funds with different investment objectives and risks including hedge funds, private equity funds and alternative investment funds. Ms Assal is authorised by the Gibraltar Financial Services Commission as an Experienced Investor Fund Director.

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Nathan Catania

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Nathan is a regulatory specialist with extensive experience advising governments, supervisory authorities and global crypto-asset firms on the development, implementation and interpretation of digital asset regulatory frameworks.

A former regulator at the Gibraltar Financial Services Commission (GFSC), Nathan was part of the team responsible for designing and implementing Gibraltar’s pioneering Distributed Ledger Technology regulatory framework, one of the first bespoke regimes for digital assets globally.

Prior to his regulatory work, Nathan spent over 7 years at PwC, focusing on the audit of financial services and online gaming companies, including a wide range of investment funds.

Nathan is a Partner at XReg Consulting, a policy and regulatory advisory firm he co-founded, which works with regulators, finance ministries, central banks and leading crypto-asset businesses across the globe. He has advised on major regulatory initiatives including MiCA, FATF Travel Rule implementation, virtual asset licensing frameworks, risk management, governance and market conduct standards for exchanges, custodians and DeFi protocols.

He is the vice-chair of the Gibraltar Association for New Technologies (GANT) and has led GANT policy initiatives such as the tokenisation working group focused on the tokenisation of fund shares.

He is widely recognised in the sector for his technical expertise, practical approach to regulation and his work in bridging traditional financial governance standards with emerging digital asset business models.

Nathan is regulated by the GFSC as an Experienced Investor Fund Director.

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The Directors recognise the importance of sound corporate governance and, following Admission, have undertaken to take account of the requirements of the QCA Code to the extent that they consider it appropriate having regard to the Company’s size, board structure, stage of development and resources.

The Board, which will meet not less than once per quarter, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

In order to implement its business strategy, as at the date of this Document, the Company has adopted the corporate governance structure set out below:

Audit Committee

The Board has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Michael Edwards and its other members are Nathan Catania and Alexandra Assal.

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The Audit Committee will meet at least two times a year and will be responsible for ensuring the financial performance of the Company is properly reported on and monitored, including reviews of the annual and interim accounts, results announcements, internal control systems and procedures and accounting policies, as well as keeping under review the categorisation, monitoring and overall effectiveness of the Company’s risk assessment and internal control processes.

Remuneration Committee

The remuneration committee, which comprises Michael Edwards and Nathan Catania, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company. The Remuneration Committee is chaired by Jonathan Hives.

Aquis Rule Compliance Committee

The Aquis Rule Compliance Committee, which will comprise Alexandra Assal, Jonathan Bixby and Nicholas Lyth, will meet not less than four times a year. The Aquis Rule Compliance Committee is chaired by Nicholas Lyth.

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The Company does not have a nomination committee as the Board does not consider it appropriate to establish such a committee at this stage of the Company’s development. Decisions which would usually be taken by the nomination committee will be taken by the Board as a whole.