• Transformational merger to create an ASX-listed 'AI pure play' software company
• Potential for significantly accelerated revenue opportunities and international expansion
• Larger and more competitive business to remain listed on ASX and be re-named Complexica Group Limited

Prophecy International Holdings Ltd (Prophecy) is pleased to announce it has agreed to acquire Complexica Pty Ltd (Complexica) to create a leading ASX-listed 'AI pure play' software company servicing the complete data to decision workflow. The combination of Prophecy and Complexica is underpinned by compelling strategic and commercial rationale, including a powerful business repositioning, optimised product offering, accelerated organic growth opportunities, immediately enhanced scale, and future M&A capability. Under the terms of the merger, Prophecy will issue c.45.3 million fully paid ordinary shares and c.2.2 million Zero Exercise Price Options to Complexica shareholders and option holders, respectively. Upon completion, Complexica shareholders will hold 38.0% of the merged entity, with Prophecy shareholders holding the remaining 62.0%. The merged entity will be re-named Complexica Group Limited and trade on the ASX under the ticker 'CPX'. Prophecy also intends to undertake an on-market share buyback of up to $1.5 million, subject to completion of the merger.

The merged entity, Complexica Group Limited, recorded $12.5 million of revenue (58.0% recurring) and $2.0 million of EBITDA in the calendar year 2024, and has grown revenue at a CAGR of c.18.0% from 2021 to 2024.

The combination of Prophecy and Complexica is expected to create significant value for shareholders through enhanced scale, product synergies, and accelerated organic and inorganic growth opportunities.