Brave Bison : Placing Circular & Notice of General Meeting

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or from another appropriately authorised independent financial adviser if you are resident in a territory outside the United Kingdom. The whole of this document should be read.

If you have sold or transferred all of your shares in Brave Bison Group plc (the "Company") please send this document as soon as possible, to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for onward transmission to the purchaser or transferee. However, these documents should not be forwarded or transmitted into any jurisdiction where such act would constitute a violation of the relevant laws of such jurisdiction. If you have sold or transferred only part of your holding of shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

Brave Bison Group plc

(Incorporated in England and Wales under the Companies Act 2006 with registered number 08754680)

Conditional placing of 455,555,560 new Shares at 1.35 pence per Placing Share

Proposed acquisition of Greenlight Digital Limited and Greenlight Commerce Limited

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company which is set out on pages 6 to 10 (inclusive) of this document and which recommends you to vote in favour of the Resolutions to be proposed at the General Meeting referred to below.

The Placing Shares will only be available to qualified investors for the purposes of the prospectus regulation rules of the FCA made under Part VI of the FSMA ("Prospectus Rules") or otherwise in circumstances not resulting in an offer of transferable securities to the public under section 102B of FSMA. The Placing does not constitute an offer to the public requiring an approved prospectus under section 85 of FSMA and accordingly this document does not constitute a prospectus for the purposes of the Prospectus Rules and has not been pre­approved by the FCA pursuant to sections 85 and 87 of FSMA, the London Stock Exchange plc, any securities commission or any other authority or regulatory body. In addition, this document does not constitute an admission document drawn up in accordance with the AIM Rules for Companies.

Notice of a General Meeting of the Company, to be held at The Varnish Works, 3 Bravingtons Walk, London N1 9AJ, at 10.00 a.m. on 31 August 2021, is set out at the end of this document. To be valid, please submit your vote electronically using the link www.signalshares.comby no later than 10.00 a.m. on 26 August 2021 (or, in the case of an adjourned meeting, no later than 48 hours before the time of such meeting, excluding any part of a day that is not a working day). Shareholders can use this service to vote or appoint a proxy online. You will need to log into your Signal shares account, or register if you have not previously done so, to register you will need your Investor Code, this is detailed on your share certificate or available from Link Group.

Following the Government's announcement on 12 July 2021 in relation to the COVID­19 pandemic, the Board notes that as of 19 July 2021, the remaining restrictions on social contact have been lifted. However, the public is being urged to exercise caution as COVID­19 remains a prevalent risk and the Board notes that the situation in relation to COVID­19 can change quickly. Although the Company is not expecting to be legally restricted in terms of attendance at the General Meeting, the Board remains committed to protecting the health and well­being of its Shareholders and of the general public. Therefore, it is the opinion of the Board that due to the increase in the number of COVID­19 cases reported in the UK and the continued risk presented by COVID­19, Shareholders should not physically attend the General Meeting. Accordingly, the Board strongly urges Shareholders to consider whether travelling to and attending the General Meeting would be necessary under the current circumstances. In any event, attendees will be required (if appropriate) to wear face coverings and keep a distance between themselves and other attendees.

The Company will arrange for the General Meeting to be convened with the minimum attendance required to form a quorum, to conduct the necessary business. Shareholders are therefore encouraged to vote electronically or appoint a proxy by following the above instructions. Shareholders are urged to appoint the Chairman of the meeting as their proxy as Shareholders and their proxies (other than the Chairman) are strongly discouraged from attending the meeting in person. Voting at the meeting will be held by way of a poll vote instead of a show of hands. Shareholders may appoint a proxy electronically using the Share Portal service at www.signalshares.com. by 10.00 a.m. on 26 August 2021 or 48 hours (not counting Saturdays or Sundays or public holidays in England and Wales) before any adjourned meeting.

The Board is mindful that the General Meeting provides an opportunity for Shareholders to engage with the Board. Therefore, we are pleased to be able to provide a webcast facility for Shareholders to follow the General Meeting remotely. Information and instructions detailing how Shareholders may access the General Meeting via the webcast facility will also be made available on the Company website closer to the date of the General Meeting. If Shareholders have any questions or comments relating to the business of the meeting that they would like to ask the Board, then they are asked to submit those questions in writing via email to [e-mail] no later than 10.00 a.m. on 26 August 2021. The Board will publish a summary of any questions received which are of common interest, together with a written response on the Company's website as soon as practicable after the conclusion of the General Meeting. Only questions from registered shareholders of the Company will be responded to.

The distribution of this document in certain jurisdictions may be restricted by law. Accordingly, this document may not be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons outside the UK into whose domain this document comes should inform themselves about and observe any such restrictions.

The Existing Share Capital is admitted to trading on AIM. Conditional on passing of the Resolutions at the General Meeting, application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM and it is expected that admission of the Placing Shares will become effective, and that dealings in the Placing Shares will commence, on 1 September 2021. The Placing Shares will, when issued, rank in full for all dividends and other distributions declared, made or paid on the Shares and otherwise rank pari passu in all respects with the Existing Share Capital (and the Consideration Shares to be issued as part of the Acquisition). No application has been made or is currently intended to be made for the Placing Shares to be admitted to trading or dealt on any other exchange.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the FCA for the purposes of Part VI of FSMA ("Official List"). A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Neither the London Stock Exchange plc nor the FCA has examined or approved the contents of this document.

Cenkos Securities plc ("Cenkos"), which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to the Company and for no one else in connection with the matters described in this document and accordingly will not be responsible to any person other than the Company for providing the protections afforded to customers of Cenkos or for providing advice in relation to such matters. Cenkos' responsibilities as the Company's nominated adviser under the AIM Rules are owed solely to the London Stock Exchange and are not owed to the Company or to any director of the Company (existing or proposed) or to any other person. No representation or warranty, expressed or implied, is made or deemed to be made by Cenkos or any of its directors as to any of the contents of this document and Cenkos has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Cenkos for the accuracy of any information or opinions contained in this document or for the omission of any information.

This Document does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy securities to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation. In particular, this Document must not be taken, transmitted, distributed or sent, directly or indirectly, in, or into, the United States of America, Canada, New Zealand, Australia, Japan, the Republic of South Africa, or transmitted, distributed or sent to, or by, any national, resident or citizen of such countries. Accordingly, the Company's securities may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, the United States of America, Canada, New Zealand, Australia, Japan, or the Republic of South Africa, or in any other country, territory or jurisdiction where to do so may contravene local securities laws or regulations. The

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Company's securities have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, New Zealand, Australia, Japan, or the Republic of South Africa and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, New Zealand, Australia, Japan, or the Republic of South Africa.

This Document is directed only at Shareholders of the Company falling within the meaning of Article 43(2)(a) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (all such persons together being referred to as "Relevant Persons"). This Document must not be acted on or relied on by persons who are not Relevant Persons.

Copies of this document will be available on the Company's website at http://www.bravebison.io/

FORWARD­LOOKING STATEMENTS

This document includes statements that are, or may be deemed to be, "forward­looking statements". These forward­looking statements can be identified by the use of forward­looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward­looking statements include all matters that are not historical facts. They appear in a number of places throughout this document and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward­looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward­looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward­looking statements in this document. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward­looking statements in this document, those results or development may not be indicative of results or developments in subsequent periods. Any forward­looking statements that the Company makes in this document speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Cenkos nor any of their respective associates, directors, officers or advisers undertakes any obligation to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

	2021
Posting of this circular	13 August
Latest time and date for receipt of electronic Forms of Proxy	10.00 a.m. on 26 August
Record time and date for voting at the General Meeting	6.30 p.m. on 26 August
General Meeting	10.00 a.m. on 31 August
Admission of the Placing Shares and Consideration Shares and	8.00 a.m. on 1 September
completion of the Placing*
Completion of the Acquisition	1 September
Where applicable, expected date for CREST accounts to be credited	1 September
in respect of Placing Shares in uncertificated form
Where applicable, expected date for dispatch of definitive	Within 10 business days of Admission
share certificates for Placing Shares in the certificated form

* Subject, inter alia, to the passing of the Resolutions at the General Meeting.

Each of the times and dates refer to London, UK, time and are subject to change by the Company, in which case details of the new times and dates will be notified to the London Stock Exchange and the Company will, if appropriate, make an announcement through a Regulatory Information Service.

PLACING STATISTICS

Existing Shares in issue	612,821,228
Number of Placing Shares	455,555,560
Number of Consideration Shares	6,601,000
Placing Price per Placing Share	1.35 pence
Number of Shares in issue immediately following completion	1,074,977,788
of the Placing and the Acquisition
Placing Shares as a percentage of the Enlarged Share Capital on Admission	42.4 per cent.
Consideration Shares as a percentage of the Enlarged Share Capital on Admission	0.6 per cent.
Gross proceeds of the Placing	£6.2 million
Net proceeds of the Placing after expenses	£5.8 million

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DIRECTORS, COMPANY SECRETARY AND ADVISERS

Directors	Oliver Charles Green
	Theodore Samuel Green
	Matthew John Law
	Philippa Kate Norridge
Registered Office	79­81 Borough Road
	London
	England
	SE1 1DN
Company Secretary	Philippa Kate Norridge
Nominated Adviser and Broker	Cenkos Securities Plc
	6, 7, 8 Tokenhouse Yard
	London
	EC2R 7AS
Solicitors to the Company	Memery Crystal Limited
	165 Fleet Street
	London
	EC4A 2DY
Registrars	Link Group
	10th Floor
	Central Square
	29 Wellington Street
	Leeds
	LS1 4DL

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