Mortgage Chat PLC - Board Changes, New Strategy, and Issue of Equity

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (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.

14 February 2024

Mortgage Chat PLC

("Mortgage Chat" or the "Company")

Board Changes, New Strategy, and Issue of Equity

Mortgage Chat (AQSE: MCAI) is pleased to announce changes to its board, issuance of equity, and its new strategy.

New Strategy

The Company is pleased to announce a strategic pivot towards the development of an artificial intelligence (AI) platform named Mortgage Chat. This innovative AI platform will directly connect borrowers and lenders, streamlining the mortgage acquisition process. Mortgage Chat is designed to revolutionise the client experience with its intuitive, conversational interface, simplifying the journey from loan discovery to finalisation for all parties involved.

Issue of Equity

The Company has issued 210,000,000 new ordinary shares of 0.01 pence each ("Ordinary Shares") in the Company at a price of 0.05 pence per share to raise a total of £105,000. The funds will be used for working capital and for the development of the new strategy of the Company.

Application will be made for the Ordinary Shares, which will rank pari passu with the existing Ordinary Shares in issue, to be admitted to trading on the AQSE Growth Market ("Admission"). Dealings are expected to commence on or around 20 February 2024. 

Total Voting Rights  

Following Admission, the Company's total issued and voting share capital will consist of  3,314,857,144 Ordinary Shares. The Company does not hold any Ordinary Shares in treasury. 

The above 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 and Transparency Rules.

Board Changes

Following the announcement made on 22 December 2023, the following board changes will be made effective immediately.

-     Peter Wall joins as Executive Chairman;

-     Philipp Kallerhoff and Sarah Gow join as Non-Executive Directors;

-     Jeremy Woodgate remains on the Board as Independent Non-Executive Director;

-     Gavin Sathianathan has stepped down from the board as Investment Strategy Director.

The following information is provided for the purpose of Rule 4.9 of the AQSE Growth Market Access Rulebook.

Peter Wall

Peter holds 600,000,000 ordinary shares in the Company.

Philipp Kallerhoff

Philipp holds 330,000,000 ordinary shares in the Company.

Sarah Gow

Sarah holds 70,000,000 ordinary shares in the Company.

Related Party Transaction

The Company's articles of association provide that the Company will indemnify the Company's directors in relation to liabilities incurred by them in the performance of their duties as directors of the Company, subject to any limitations under applicable law. The Company has therefore entered into deeds of indemnity with each of Peter Wall, Philipp Kallerhoff and Sarah Gow (the "Indemnities") in connection with their appointment as directors of the Company. The Indemnities are in line with those adopted by many leading companies and reflect the Company's obligations under its articles of association.

Having exercised reasonable care, skill and diligence, the directors are comfortable that the terms of the Indemnity are fair and reasonable as far as the shareholders of the issuer are concerned.

Peter Wall, Executive Chairman said, "As the new Executive Chairman of Mortgage Chat, I am enthusiastic about the road ahead. Our current development efforts are laying the groundwork for what I believe will be a transformative force in the financial industry. In this era of innovation, Mortgage Chat is poised to capture the unique opportunities that the fusion of AI and finance present."

There is no further information to be disclosed pursuant to Rule 4.9 of the AQSE Growth Market Access Rulebook.

For more information, please visit the Company's website at https://www.mortgagechat.co/

The Directors of the Company take responsibility for this announcement.