Subscription Tranche Update - £22.9m Proceeds

The Smarter Web Company (AQUIS: SWC | OTCQB: TSWCF | FRA: 3M8), a London listed technology company, announces that further to the announcement on 19 June 2025, the initial tranche of 7 million new Ordinary Shares has been placed.

The proceeds of the 7 million new Ordinary Shares are approximately £22.9m (before expenses), equivalent to £3.27 per share, and the Company will receive approximately 97% of the proceeds. The shares were placed in line with the Subscription Agreement between 19 June and 04 July with no shares being placed on some days.

Subscription Agreement

The Company is today making available a further tranche of 14 million new Ordinary Shares at par value. This will complete the total of 21 million new Ordinary Shares within the Subscription Agreement and the Company may elect to sign a further new subscription agreement after this.

As previously advised the high-level terms of the Subscription Agreement are:

• Shares cannot be placed below the closing bid price from the previous trading day on the Aquis Stock Exchange
• Shares cannot be placed exceeding 20% of the volume of the current trading day
• Reasonable endeavours will be used to place the new Ordinary Shares within 3 months from this announcement date
• The Subscription Agreement allows the Company to benefit by receiving approximately 97% of the net proceeds of shares placed Andrew Webley, CEO of The Smarter Web Company said “I am pleased to be able to update shareholders and say that the initial 7 million shares have now been placed. This is the first tranche of our new capital raising instrument, and the results have been convincing. This fundraising allows The Smarter Web Company to benefit from market volume and to then grow the treasury to further the business strategy.

We have now allocated the remaining 14 million shares to the arrangement. We will update the market promptly with total proceeds once these new shares are placed.”

Total Voting Rights

The Subscription is conditional on the New Ordinary Shares being admitted to trading on the Access Segment of the Aquis Stock Exchange Growth Market ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence on Aquis, at 08:00 on 09 July 2025. Following Admission, The Smarter Web Company will have 256,467,435 ordinary shares of £0.001 each in issue. This figure 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.