REG — Tap Global Group PLC — Proposed Placing

For best results when printing this announcement, please click on link below: RNS Number: 4491V Tap Global Group PLC 18 September 2026 THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS “ANNOUNCEMENT”) IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE NEW SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

PLEASE SEE THE IMPORTANT INFORMATION IN THE APPENDICES TO THIS ANNOUNCEMENT. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (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. 0 penny per new Ordinary Share (the “Placing Price”).

The Placing will be conducted through an accelerated bookbuild (the “Accelerated Bookbuild”) which will be launched immediately following this Announcement. The Placing is subject to the terms and conditions set out in Appendix I to this Announcement. The net proceeds from the Placing will be applied principally to the acquisition of digital assets — Bitcoin, Ethereum, Solana and stablecoins — for the Group's balance sheet reserve under the Digital Asset Income Strategy announced on 24 August 2026, the income from which is applied to the Group's operating costs, with the balance to be applied to customer acquisition and product development.

Arsen Toroisian, Chief Executive Officer, has indicated his intention to subscribe for 17,500,000 Placing Shares at the Placing Price. Cavendish Capital Markets Limited (“Cavendish”) is acting as sole bookrunner to the Placing (the “Bookrunner”). The Company shall, in connection with the Placing, issue warrants to the Bookrunner to subscribe for new Ordinary Shares in the Company, equating to two per cent. of the Placing Shares (“Broker Warrants”).

The Company has the authority to issue and allot the Placing Shares and the Broker Warrants pursuant to certain existing shareholder authorities granting such powers to the directors at the Company's Annual General Meeting held on 2 January 2026. Defined terms shall have the meanings given to them in Appendix II of this Announcement. Capital Access Window The Company wishes to announce that, following the recent amendments to the AIM Rules for Companies, it intends to utilise the newly introduced Capital Access Window facility in connection with the Placing.

The AIM Rules Capital Access Window facility provides the Company with a voluntary mechanism to implement a temporary pause in trading in its securities and the Company has elected to utilise this facility in order to achieve pricing stability during the Placing. m. on 21 September 2026 until a further announcement is made detailing the results of the Placing. Arsen Torosian, Group CEO and Co-Founder, commented: “The Board believes there is an opportunity now to begin to accumulate digital assets at a significant discount to the peak and generate income on those holdings from the first deployment via a proven yield product — Tap Earn.

6 million of digital asset deposits in the Tap Earn product — creating an income generating treasury of our own at what we believe is an opportune time in the cycle and putting those assets to work is a logical next step. This strategy sets Tap apart from most UK, passive digital asset treasury companies which were created in 2025 — at significantly higher prices - with many trading below the value of their own holdings. Tap aims to build the UK's largest income-generating digital asset treasury to sit alongside an established, revenue generating digital finance platform.

com Ben Simons / Amelia Thorn / Georgina Moul About Tap Global Group plc Tap (AIM: TAP, OTCID: TAPIF) is a regulated crypto-fintech. Through one app, more than 400,000 customers in 25+ countries trade over 70 cryptoassets spend wherever Mastercard is accepted — hundreds of millions of locations in more than 220 countries and territories, and earn yield on their holdings through Tap Earn. Tap's European business was the first cryptocurrency fintech approved by Mastercard in Europe. In August 2026, Tap launched a Digital Asset Income Strategy (“DAIS”): a yield-earning reserve of digital assets, deployed through Tap Earn.

The Group has been licensed by the Gibraltar Financial Services Commission under its DLT framework for six years. Investor website: This announcement contains forward-looking statements; actual results may differ materially. All FY26 figures are unaudited and subject to audit adjustment. Cryptoasset holdings are stated at market value as at 30 June 2026 and include the Group's holding of XTP, the Group's native token; cryptoasset values are volatile and may differ materially at the date of this Announcement.

Audited results for FY26 are expected to be published in December 2026. Programme figures are point-in-time, unaudited and reported at deployment-account level. Yields are variable and not guaranteed; customer rates may change. Cryptoasset values are volatile and participation in the Tap Earn programme carries risk, as set out in the programme's terms and risk disclosures.

This announcement does not constitute investment advice or a financial promotion of the Tap Earn programme. The person responsible for arranging the release of this Announcement on behalf of the Company is Arsen Torosian, a director of the Company. Background to and reasons for the Placing Overview Tap Global Group plc is an AIM-quoted, regulated digital finance platform that is establishing an income-generating reserve of digital assets on its own balance sheet.

Through a single application, Tap has built six live products on regulated rails that enable its customer base to: * Spend through a Mastercard card programme wherever Mastercard is accepted worldwide; * Earn rewards yields of up to 8% per annum on eligible balances through Tap Earn; * Hold and convert between seven national currencies; * Buy, sell and hold more than 70 cryptoassets; and * Offer treasury and over-the-counter execution services to corporate and listed clients. 26 million, ahead of market expectations at the time¹. This performance was delivered despite Bitcoin’s worst performance since 2022, falling 54% from its October 2025 to 30 June 2026.

Tap Earn — the engine On 7 May 2026, the Company announced the full launch of Tap Earn — a yield product offering the Group's customers competitive variable yields on eligible cryptocurrency and stablecoin holdings, directly within the Tap mobile application. Tap Earn generates revenue from the spread between the gross yield earned by the Group's treasury management programme and the variable yield paid to participating customers. As announced on 24 August 2026, the ways in which the Group generates yield include.

* Staking of eligible proof-of-stake assets, earning rewards for doing so; * Institutional borrowers pay interest to borrow against collateral on set terms * Collateralised lending of digital assets and stablecoins to well-capitalised trading firms and institutions for a fee; * Supplying capital to the funding markets of established exchanges, where traders borrowing for leveraged positions pay interest to the suppliers of that capital, secured under the exchange's margin rules; * Establishing lending pools, including audited decentralised lending protocols, earning rates set transparently by supply and demand in those markets; * Deploying stablecoin balances to earn interest across the venues above, one of the steadiest sources of income in the programme; and * Using non-yielding assets such as Bitcoin as collateral to borrow US dollar stablecoins, which are then deployed into the lending strategies above.

Loan-to-value is kept conservative, monitored continuously, and managed to avoid liquidation. Since the launch of Tap Earn, the Group has completed seventeen consecutive weekly payouts to customers. 0 million as at 31 August 2026, up 119 per cent. since launch and approximately US$125k of yield revenue has been generated, equivalent to an annualised gross yield of approximately 7 per cent.

on the programme's committed capital. Launch of Digital Asset Income Strategy Under the Digital Asset Income Strategy announced on 24 August 2026 (the “DAIS”), the Group will hold digital assets — Bitcoin, Ethereum, Solana and stablecoins — as reserve assets and deploy them through its own Tap Earn programme, as outlined above, to generate income that is applied first to the Group's operating costs. As the reserve grows, the cost base is expected to be progressively covered by treasury income, allowing the revenue generated by the fintech business to become available as capital for growth.

Tap aims to build the UK's largest income-generating digital asset treasury alongside an established digital finance platform. A balance sheet strategy for an operating business Capital raised for the DAIS is to be deployed into income-generating reserve assets rather than consumed as working capital. Reserve assets are placed into the Tap Earn programme, within counterparty, venue and loan-to-value limits set by the Board, and the income generated is applied first to the Group's operating costs. At £50 million of reserve it would be sufficient to cover all operating costs based on current costs.

While deployed, reserves are held through approved venues but are otherwise self-custodied under a Board approved authorisation policy. Reserve assets are not intended to be sold and any material expansion of the DAIS will be subject to shareholder approval. A monthly report will be published by RNS setting out the cryptoassets held, movements in and out of the reserve and the yield generated. Reserve assets are recognised as intangible assets under IAS 38 and measured at fair value by reference to active-market prices.

Reasons for the Placing and use of proceeds The Placing is the first equity issuance under the DAIS. The Board's intention is that capital raised under the DAIS is deployed into income-generating reserve assets rather than consumed as working capital, and that the Group should not need to raise equity to fund overheads. Income from the reserve is intended, over time, to meet operating costs that would otherwise be funded from shareholders' capital, allowing the revenue of the operating business to be directed to customer acquisition and product development. 1 million to customer acquisition and product development.

This allocation reflects the Board's current intention and may change. Reserve acquisitions will be reported in the Company's monthly announcements. Shareholder alignment As announced on 12 March 2026, 468,806,185 Ordinary Shares, representing approximately 63 per cent. of the Company's issued share capital prior to the Placing and held by the Company's directors, senior management and certain other shareholders, are subject to lock-in arrangements until 12 March 2029, with open-market sales restricted thereafter, subject to customary exceptions.

3 million for the year ended 30 June 2026. Adjusted EBITDA is stated before interest, taxation, depreciation, amortisation and other income. 0 million through the Placing at the Placing Price with certain new and existing institutional and other investors. 0 per cent.

15 pence on 17 September 2026, being the latest practicable date prior to publication of this announcement. Pursuant to the Placing Agreement, Cavendish has conditionally agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. m. m.

on 9 October 2026). The Placing Agreement contains customary warranties from the Company in favour of Cavendish in relation to, inter alia, the accuracy of the information in this Announcement and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities that they may incur in respect of the Fundraising.

Cavendish (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to Admission in respect of the Placing Shares, including (but not limited to): in the event that there has, in the opinion of Cavendish (acting in good faith) been a breach, or an alleged breach, of any of the warranties in the Placing Agreement or there has occurred in the opinion of Cavendish (acting in good faith) a material adverse change.

Cavendish may also terminate the Placing Agreement if there has been a significant change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which Cavendish considers (acting in good faith) makes it impractical or inadvisable to proceed with the Placing or Admission. Appendix I sets out further information relating to the Accelerated Bookbuild and the terms and conditions of the Placing.

Persons who have chosen to participate in the Placing, by making an oral, electronic or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix I. Cavendish will commence the Accelerated Bookbuild immediately following the publication of this Announcement. The number of Placing Shares to be issued will be determined at the close of the Accelerated Bookbuild.

The book will open with immediate effect following this Announcement. The timing of the closing of the Accelerated Bookbuild and allocations are at the absolute discretion of Cavendish and the Company. Details of the number of Placing Shares will be announced as soon as practicable after the close of Accelerated Bookbuild. The Placing is not being underwritten.

Admission to AIM Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM. m. on 25 September 2026 (or such later times(s) and/or date(s) as Cavendish and the Company may agree).