Beacon Rise Holdings - Proposed Cowes Chiropractic Acquisition

The information contained within this announcement was deemed by the Company to constitute inside information as stipulated under the UK Market Abuse Regulation

4 November 2025

Beacon Rise Holdings Plc

("Beacon Rise" or the "Company")

Entry into heads of terms in relation to the Proposed Cowes Chiropractic Acquisition

Beacon Rise (LSE: BRS) announces that it has entered non-binding heads of terms save for exclusivity, due diligence costs and other customary terms in relation to the proposed acquisition of the entire issued and to be issued share capital of Lyfe Health Isle of Wight Limited (trading as Cowes Chiropractic) by the Company for a consideration of approximately £0.5 million (the "Proposed Cowes Chiropractic Acquisition").

It is currently expected that the consideration payable to Healthcare Ventures Group Limited (the "Seller") in respect of the Proposed Cowes Chiropractic Acquisition will be satisfied in cash, with approximately £0.35 million payable on completion and the balance six-months thereafter. The Company expects to generate the consideration payable for the Proposed Cowes Chiropractic Acquisition through a combination of equity and debt financing.

The Proposed Cowes Chiropractic Acquisition remains subject to a number of factors, including but not limited to, the completion of due diligence to the satisfaction of both parties, regulatory and shareholder approval, as well as the negotiation and entry into a final binding share purchase agreement (the "SPA"). Accordingly, there can be no certainty that the SPA will complete, nor or on the terms outlined in this announcement.

Xiaobing Wang, Chief Executive Officer of Beacon Rise, commented:

"Entering into the non-binding heads of terms in relation to the Proposed Cowes Chiropractic Acquisition represents the fourth non-binding heads of terms entered by the Company this year. We believe that this will position the Company well in terms of executing its 'buy-and-build' strategy and delivering shareholder value immediately following Admission. We are progressing due diligence in relation to the three previously announced non-binding heads of terms and are exploring other related potential acquisitions."

Information about Lyfe Health Isle of Wight Limited

Lyfe Health Isle of Wight Limited is registered in England and Wales. The business, which opened in 2002, is a multi-disciplinary musculoskeletal ("MSK") practice offering both chiropractor and physiotherapy services and is located in Cowes on the Isle of Wight.

Lyfe Health Isle of Wight's unaudited accounts for the year ended 31 December 2024 states that Lyfe Health generated revenues in the financial year of approximately £0.5 million and earnings before interest, taxes, depreciation, and amortisation ("EBITDA") before exceptional costs and management fees of approximately £0.14 million.

Temporary suspension of listing and trading of Ordinary Shares

The Proposed Cowes Chiropractic Acquisition, the Proposed Ergotec Acquisition, the Proposed Chiropractor Acquisition and the Proposed Training-provider Acquisition (together the "Proposed Acquisitions") are respectively classified as an "initial transaction" under UK Listing Rules ("UKLR") 13.4. In accordance with UKLR 21.1.4 and 21.3, the Company ordinary shares of £1.00 each (ISIN: GB00BMC0V753) will remain suspended from its listing on the equity shares (shell companies) category of the Official List of the FCA and from trading on the Main Market of the London Stock Exchange.

Should final terms for any of the proposed acquisitions be agreed, the Company will issue an announcement with further details pursuant to UKLR 13.4.22R and UKLR 13.4.23R.

There can be no certainty that the Proposed Acquisitions will successfully complete, nor as to the final terms or timing of the Proposed Acquisitions. If the Proposed Acquisitions do not complete for any reason, it is expected that the suspension of the Company's listing on the Official List will be lifted, subject to FCA approval, and trading in the Company's shares on the Main Market of the London Stock Exchange will recommence.

Furthermore, it remains the case that each of the proposed acquisitions are separate and not inter-conditional. Accordingly, each of the proposed acquisitions will not be impacted by either failing to complete for any reason.

The Company will seek to simultaneously enter into final binding acquisition agreements in respect of the Proposed Acquisitions prior to Cancellation and Admission. However, the Company intends to proceed with Cancellation and Admission should a final binding acquisition agreement be agreed in relation to at least one of the proposed acquisitions.

The Company will release further announcements as and when appropriate.

Unless otherwise defined, definitions contained in this announcement have the same meaning as set out in the Company's notification on 29 September 2025 at 8:11 a.m.

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