Veteran US E-Commerce Entrepreneur Frank Poore joins Board

VR Education is (AIM: VRE; Euronext Growth: 6VR) a virtual reality ('VR') technology company (which, as announced on 24 September 2021, has proposed changing its name to ENGAGE XR Holdings plc), is pleased to announce that it has appointed US e-commerce entrepreneur Frank Poore as a Non-executive Director with immediate effect. Tony Hanway has stepped down as a Non-Executive Director and a director of the Company with immediate effect.

Frank brings a wealth of entrepreneurial and business experience to VRE, with over 25 years as an e-commerce innovator and visionary. As founder and CEO of CommerceHub, Frank built a leading ecommerce platform which enables $30 billion in recurring e-commerce sales for 15,000 of the world's largest retailers, brands, distributors, and marketplaces.

As its CEO, Frank led CommerceHub through significant periods of growth, resulting in milestone events including international expansion, two significant acquisitions and a successful public flotation on Nasdaq. CommerceHub's platform and business model were also highly respected for generating industry-leading EBITDA returns. Four successful liquidity events were created for CommerceHub shareholders - first through a sale of CommerceHub to QVC/Comcast Corporation in 2006, second via public offering in 2016 on Nasdaq, third through a $1 billion take-private sale of CommerceHub to GTCR and Sycamore Partners in 2018, and most recently through a majority sale to Insight Partners for nearly $2 billion in December 2020.

As well as serving on the Board of VRE, Frank will work with the management to support the Company's market expansion strategy to help achieve its goal of becoming a leading global provider of virtual communications solutions through its proprietary software platform, ENGAGE and its planned business metaverse framework, codenamed ENGAGE Oasis. ENGAGE Oasis will offer users unique marketplace opportunities to buy and sell virtual products and services.

The Board of VRE has agreed to issue warrants to Frank Poore to subscribe for 17,406,069 new ordinary shares in the Company ("Warrant Shares") at a subscription price per Warrant Share of 15p. The warrants will be exercisable in annual tranches, based on share price performance, with 2% granted on a basis of each of two times, four times and six times the subscription price to a maximum of 6% of the current issued share capital of the Company.  The conditions and exercise periods are set out in the notes below.

Further disclosures on Mr. Francis Joseph Poore as required under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules for Companies and Chapter 5: Additional Rules for the Euronext Growth Market operated by Euronext Dublin are included in the appendix below.

David Whelan, CEO of VR Education, commented: "With over 25 years' experience as a successful entrepreneur, building a company with a strong sales and technology focus, and a track record of delivering value for global multinational businesses, Frank is a major addition to our Board. His experience will be invaluable as we expand our ENGAGE metaverse offering particularly in North America working together to achieve our ambitious medium and long-term growth targets.

"I would also like to thank Tony for his support, and wish him the best for the future."

Frank Poore said: "I am excited to join the Board of VRE and to work with VR pioneers like David and Sandra. As companies embrace remote work, they will need new ways to manage their culture and team chemistry. ENGAGE is already well-positioned as the "office of the future" by enabling distributed teams to come together into a virtual office, conference room, auditorium, classroom, or coffee shop to create a sense of presence and to foster collaboration, creativity, and serendipity. The development of ENGAGE Oasis is especially exciting and it can establish itself as the go-to virtual world where global organisations come to interact with each other, and their stakeholders. I believe that my background and personality will bring a disruptive yet collaborative spirit that can help unlock substantial value for shareholders."

For further information, please contact:

The Directors of the Company take responsibility for this announcement. This announcement contains inside information for the purposes of the UK Market Abuse Regulation.

About VRE

VR Education (AIM: VRE; Euronext Growth: 6VR) is a virtual reality ('VR') technology company focused on becoming a leading global provider of virtual communications solutions through its proprietary software platform, ENGAGE, ENGAGE provides users with a platform for creating, sharing, and delivering VR content for education, training, and online events through its three solutions: Virtual Campus, Virtual Office, and Virtual Events.  

VRE is listed on AIM in London and on the Enterprise Securities Market, a market regulated by Euronext Dublin.  For further information, please visit:  www.vreducationholdings.com .

Appendix I

The following information is disclosed in respect of Mr. Francis Joseph Poore (age 54) pursuant to Schedule 2(g) of the AIM Rules for Companies and Chapter 5: Additional Rules for the Euronext Growth Market operated by Euronext Dublin:

With the exception of the warrants over new ordinary shares in the Company as set out below, Mr. Francis Joseph Poore does not hold any ordinary shares or options over ordinary shares in the Company.

There is no further information which is required to be disclosed under Schedule 2(g) of the AIM Rules for Companies and Chapter 5: Additional Rules for the Euronext Growth Market operated by Euronext Dublin in respect of Mr. Francis Joseph Poore.

Warrant Shares

The Board of VRE has authorised the issue of warrants to Frank Poore to subscribe for Warrant Shares as below:

Conditions for Exercise of Warrant Rights

Subject to the below conditions, the Warrant Shares are exercisable conditional upon 30 consecutive calendar days trading during the applicable relevant period (as detailed in the table above) at or above the relevant Trigger Price (as detailed in the table above) based on the closing price on the London Stock Exchange and at any time prior to the fifth anniversary of the grant of the warrants ("Expiration Date"). Should all the Warrant Shares be exercised the Company will receive proceeds of £2,610,910.35.

Warrant Holder Termination for Cause

In the event that Frank Poore's (the "Warrant Holder") appointment is terminated for Cause and the effective date of the termination is prior to the Tranche 1 Trigger Price being achieved, the Warrant Rights in respect of the Tranche 1, Tranche 2 and Tranche 3 Warrant Shares shall cease and lapse and not be capable of being exercised. If the effective date of termination under this paragraph is after the Tranche 1 Trigger Price has been achieved, but prior to Tranche 2 and Tranche 3 Trigger Prices being achieved, the Warrant Rights in respect of the Tranche 2 and Tranche 3 Warrant Shares shall cease and lapse and not be capable of being exercised. If the effective date of termination under this paragraph is after the Tranche 2 Trigger Price has been achieved, but prior to Tranche 3 Trigger Price being achieved, the Warrant Rights in respect of the Tranche 3 Warrant Shares shall cease and lapse and not be capable of being exercised. In any case, Warrant Holder shall be able to exercise any Warrant Shares that have not ceased and lapsed at any time prior to the Expiration Date. 

All other Terminations

In the event that the Warrant Holder's appointment pursuant to the Appointment Letter is terminated (a) by the Company without Cause, (b) by the Warrant Holder, or (c) due to the Company's Shareholders: (i) not confirming the Warrant Holders' appointment as non-executive director; (ii) not re-electing the Warrant Holder as non-executive director; or (iii) electing to remove the Warrant Holder from his directorship prior to any of the Tranche Trigger Prices being achieved and any of the Tranche Trigger Price(s) are then subsequently achieved within a period of 12 months from the effective date of such termination, the Warrant Holder shall have the option to exercise his warrants in respect of the Tranche(s)  of Warrant Shares where the Trigger Price has been achieved during said 12-month period post termination. The Warrant Rights in respect of any of the Tranches where the Trigger Price is not achieved within 12 months of said termination shall cease and lapse and not be capable of being exercised. The Warrant Rights in respect of the Warrant Shares that have not ceased and lapsed may be exercised any time prior to the Expiration Date.

By way of demonstration, in the event the termination is effective prior to any of the Trigger Prices being achieved, but within the 12-month period both Tranche 1 and Tranche 2 Trigger Prices are achieved, the Warrant Holder shall have the option to exercise his warrants with respect to the Tranche 1 and Tranche 2 Warrant Shares, while the Tranche 3 Warrant Shares shall cease and lapse and not be capable of being exercised.