BHRD.L Regulatory News (BHRD)

Be Heard Group plc

("Be Heard", the "Company" or the "Group")

Result of General Meeting

28th November 2017

Be Heard is pleased to announce that at the General Meeting, held yesterday at 10.00 a.m in connection with the proposed Fundraising, which was announced on 9 November 2017, all resolutions were duly passed.

As previously announced, the Company has raised gross proceeds of £6.2 million (before expenses) by the issue of 78,000,000 Placing Shares at a price of 2.8 pence per share to raise £2.2 million and the issue of the Convertible Loan Notes to raise £4.0 million. The net proceeds of the Fundraising, being approximately £5.6 million, will be used primarily to fund the initial cash consideration payable in respect of the acquisition of The Corner, with the balance being used for general working capital purposes.

The Consideration Shares are to be issued at the mean average of the middle-market price at closing of the Ordinary Shares on each day of a 20 dealing day period ending on (and including) the dealing day which falls two dealing days prior to the date on which the Acquisition is completed, which has been determined to be 2.856 pence per Consideration Share. Therefore 90,898,240 New Ordinary Shares will be issued in respect of the £2,596,508.25 of initial consideration to be satisfied in shares.

Application has been made to the London Stock Exchange for 168,898,240 New Ordinary Shares to be admitted to trading on AIM. Admission is expected to take place at 8.00 a.m. on 29 November 2017. Following Admission, the Enlarged Share Capital will consist of 981,947,733 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury.

The above figure may be used by shareholders in the Company 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 share capital of the Company under the FCA's Disclosure and Transparency Rules.

Director participation

Upon Admission, the aggregate holdings of Ordinary Shares and percentage interests of the Directors in the Enlarged Share Capital will be as follows:

In addition, the following Directors have subscribed for the Convertible Loan Note as follows:

The same definitions apply throughout this announcement as are applied in the Circular, published on 10 November 2017, copies of which are available to download on the Company's website, www.beheardgroup.com.

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