Journeo : IDL Acquisition and Fundraising Circular

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 personal financial advice 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, if not, from another appropriately authorised independent financial adviser in your jurisdiction.

If you have sold or transferred all of your Existing Ordinary Shares in Journeo 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 Existing Ordinary Shares, you should retain these documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

The Directors, whose names and functions appear on page 7 of this Circular, accept responsibility (both individually and collectively) for the information contained in this Circular. To the best of the knowledge and belief of the Directors (each of which has taken reasonable care to ensure that such is the case), the information contained in this Circular is in accordance with the facts and does not omit anything likely to affect the import of such information.

Journeo plc

(Incorporated in England and Wales under the Companies Act 2006 with registered number 02974642)

Proposed acquisition of IGL Limited

Proposed Placing and Subscription of 6,666,666 new Ordinary Shares

to raise £7 million

Proposed Retail Offer of up to 333,333 new Ordinary Shares

to raise up to £0.35 million

Repayment of Loan Notes

and

Notice of General Meeting

Nominated Adviser and Sole Broker

Cenkos Securities plc

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this Circular explaining the background to, and reasons for, the Fundraising and the Acquisition and the recommendation by the Directors to the Shareholders to vote in favour of the Resolutions to be proposed at the General Meeting, referred to below.

The Existing Ordinary Shares are admitted to trading on AIM. 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. 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. Subject to certain conditions being satisfied, application will be made for the New Ordinary Shares to be admitted to trading on AIM, a market operated by the London Stock Exchange. It is expected that First Admission will become effective and that dealings will commence in the Placing Shares, the Subscription Shares and the Retail Offer Shares on 16 January 2023 and that Second Admission will become effective and that dealings will commence in the Consideration Shares on 18 January 2023. The New Ordinary Shares will be issued free of expenses and will, on issue, rank pari passu in all respects with the Existing Ordinary Shares in issue, including the right to receive all dividends and distributions declared, made or paid after the date of issue.

Notice of a General Meeting of the Company, to be held at the offices of Cenkos Securities plc ("Cenkos"),

6.7.8. Tokenhouse Yard, London EC2R 7AS, at 11.00 a.m. on 13 January 2023, is set out at the end of this document. To be valid, please submit your vote electronically using the link www.signalshares.com by no later than 11.00 a.m. on 11 January 2023 (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.

The distribution of this Circular in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any other jurisdiction should inform themselves about, and observe, such restrictions. Any failure to comply with the applicable restrictions may constitute a violation of the laws of such jurisdiction. This document does not constitute an offer or invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this document or otherwise in any jurisdiction in which such offer or solicitation is unlawful. For the avoidance of doubt, such restricted jurisdictions include, but are not limited to, the United States, Australia, Canada, Japan, New Zealand and the Republic of South Africa. This document has been prepared to comply with English law and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. No person should construe the contents of this document as legal, tax or financial advice and recipients of this document should consult their own advisers as to the matters described in this document.

The New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the US and may not be offered or sold within the US or to, or for the account or benefit of, any US Person as that term is defined in Regulation S under the US Securities Act. The Company has not been registered and will not be registered under the United States Investment Company Act of 1940, as amended. The relevant clearances have not been, and will not be, obtained from the securities commission of any province or territory of Canada and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Placing. Accordingly, subject to certain exceptions, the New Ordinary Shares may not, directly or indirectly, be offered or sold in or into the US, Canada, Australia, the Republic of South Africa or Japan or to any resident of Canada, Australia, the Republic of South Africa or Japan. Any prospective purchaser of New Ordinary Shares is recommended to seek their own independent professional advice.

The New Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed on or endorsed the merits of the offering of New Ordinary Shares nor have they approved this document or the accuracy or adequacy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States.

Cenkos, which is authorised and regulated in the United Kingdom by the FCA and is a member of the London Stock Exchange, is acting as nominated adviser and broker to the Company and for no one else in connection with the Fundraising and Admission 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.

Forward looking statements

This document contains statements about the Company that may be deemed to be "forward-looking statements". All statements, other than statements of historical facts, included in this document may be forward-looking statements. Without limitation, any statements preceded or followed by, or that include, the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "may", "should", "anticipates", "estimates", "projects", or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements may include, without limitation, statements relating to future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects, etc. These forward-looking statements are not guarantees of future performance and involve known and unknown risks, uncertainties and other factors which may cause the actual result, performance or achievements of any person, or industry, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Investors should not place undue reliance on such forward- looking statements and, save as is required by law or regulation (including to meet the requirements of the AIM Rules, the City Code on Takeovers and Mergers, the Prospectus Regulation Rules and/or FSMA), the Company does not undertake any obligation to update publicly or revise any forward-looking statements (including to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based). All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements contained in this document are based on information available to the Directors at the date of this document, unless some other time is specified in relation to them, and the posting or receipt of this document shall not give rise to any implication that there has been no change in the facts set forth herein since such date.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, each as they form part of the law of England

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and Wales by virtue of EUWA (together, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Cenkos will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or Company of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

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TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL EVENTS	5
FUNDRAISING STATISTICS	6
DIRECTORS, COMPANY SECRETARY AND ADVISERS	7
DEFINITIONS	8
PART I - LETTER FROM THE CHAIRMAN OF JOURNEO PLC	12
NOTICE OF GENERAL MEETING	24

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Fundraising and Acquisition and posting of		22 December 2022
this Circular
Announcement of the Retail Offer		22 December 2022
Announcement of the result of the Retail Offer		5	January 2023
Latest time and date for receipt of electronic Forms of Proxy or			11.00 a.m. on
CREST proxy appointment for the General Meeting		11	January 2023
General Meeting			11.00 a.m. on
		13	January 2023
Results of General Meeting announced		13	January 2023
First Admission effective and dealings in the Placing Shares, Subscription			8.00 a.m. on
Shares and Retail Offer Shares expected to commence on AIM		16	January 2023
CREST accounts credited in respect of the Placing Shares, Subscription Shares		8.00 a.m. on
and Retail Offer Shares to be held in uncertificated form (subject to First Admission)	16 January 2023
Where applicable, expected date for dispatch of definitive share certificates	within 10 Business Days
for Placing Shares, Subscription Shares and Retail Offer Shares to be held	following First Admission
in certificated form
Second Admission effective and dealings in the Consideration Shares			8.00 a.m. on
expected to commence on AIM		18	January 2023
Completion of the Acquisition		18	January 2023
Expected date for dispatch of definitive share certificate	Within 10 Business Days
for Consideration Shares to be held in certificated form	following Second Admission

Each of the times and dates refer to London (UK) time and are subject to change by the Company (with the agreement of Cenkos), 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. Certain of the events in the above timetable are conditional upon, inter alia, the approval of the Resolutions to be proposed at the General Meeting.

References to times in this document are to London (UK) time.

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