RC365 Holding Plc ("RC365"), signed a non-legally binding Letter of Intent ("LOI") with YouneeqAI Technical Services Inc. ("YouneeqAI")to acquire the exclusive rights to YoouneeAI's IP and Platform in the UK. Further to this LOI, the Company announced 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 UKwith 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 theYouneeqAIshall receive 1% of any and all gross revenue (excluding VAT) generated from the use of the Platform by RC365. RC365 can useYouneeqAI'sTrademarks 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.