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River Tech PLC Investor Presentation 2026

Feb 19, 2026

8195_rns_2026-02-19_94d56766-e2c2-4178-8d41-ab0910e85246.pdf

Investor Presentation

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Bringing your ideas to life

Q4 2025 02/26

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Disclaimer 03
Board of Directors 04
Management Team 05
CEO Statement 07
CFO Statement 08
Q4 2025 09
Going Concern 10
Strengthening Commercial Leadership 11
Strategic Acquisition 12
AI-Driven Product Innovation 13
Spinta 15
Ygora 16
Bringing Ideas to Life

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DISCLAIMER

This presentation (the "Presentation") has been produced by River Tech Plc (the "Company") solely for use at presentations to potential investors and other stakeholders. By reading this Presentation or attending any meeting or oral presentation held innrelation thereto, you (the "Recipient") agree to be bound by the following terms, conditions and limitations. The Presentation is for information purposes only and does not in itself constitute, and should not be construed as, an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction.

Information contained in this Presentation has not been independently verified. None of the Company or any of its parent or subsidiary undertakings or affiliates, or any directors, officers, employees, advisors or representatives of any of the aforementioned (collectively the "Representatives") make any representation or warranty (express or implied) whatsoever as to the accuracy, completeness or sufficiency of any information contained herein, and nothing contained in this Presentation is or can be relied upon as a promise or representation by the Company or any of its Representatives. None of the Company or any of its Representatives shall have any liability whatsoever (in negligence or otherwise) arising directly or indirectly from the use of this Presentation or its contents, including but not limited to any liability for errors, inaccuracies, omissions or misleading statements in this Presentation. The Recipient will be required to conduct its own analysis and acknowledges and accepts that it will be solely responsible for its own assessment of the Company, the market, the market position of the Company, the Company's funding position, and the potential future performance of the Company's business and securities.

The Company has not authorized any other person to provide Recipients with any other information related to the Company and the Company will not assume any responsibility for any information other persons may provide.

An investment in the Company involves risk, and several factors could cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements that may be expressed or implied by statements and information in this Presentation, including, among others, risks or uncertainties associated with the Company's business, segments, development, growth management, financing, market acceptance and relations with customers, and, more generally, general economic and business conditions, changes in domestic and foreign laws and regulations, taxes, changes in competition and pricing environments,

fluctuations in currency exchange rates and interest rates and other factors. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Presentation. An investment in the Company is suitable only for investors who understand the risk factors associated with this type of investment and who can afford a loss of all or part of their investment.

This Presentation speaks as at the date set out on its front page. Neither the delivery of this Presentation nor any further discussions of the Company with the Recipient shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since such date. The Company assumes no obligation to update or revise the Presentation or disclose any changes or revisions to the information contained in the Presentation.

The contents of this Presentation shall not be construed as financial, legal, business, investment, tax or other professional advice. The Recipient should consult its own professional advisers for any such matter and advice.

This Presentation contains certain forward-looking statements relating to inter alia the business, financial performance and results of the Company and the industry in which it operates. Any forward-looking statements contained in this Presentation, including assumptions, opinions and views of the Company or cited from third party sources, are solely opinions and forecasts and are subject to risks, uncertainties and other factors that may cause actual results and events to be materially different from those expected or implied by the forwardlooking statements. None of the Company or any of its Representatives provides any assurance that the assumptions underlying such forwardlooking statements are free from errors nor do any of them accept any responsibility for the future accuracy of opinions expressed in this Presentation or the actual occurrence of forecasted developments.

None of the Company or any of its Representatives have taken any actions to allow the distribution of this Presentation in any jurisdiction where action would be required for such purposes. The Presentation has not been registered with, or approved by, any public authority, stock exchange or regulated market. The distribution of this Presentation, as well as any subscription, purchase, sale or transfer of securities of the Company, may be

restricted by law in certain jurisdictions, and the Recipient should inform itself about, and observe, any such restriction. Any failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. None of the Company or any of its Representatives shall have any responsibility or liability whatsoever (in negligence or otherwise) arising directly or indirectly from any violations of such restrictions.

The Company has not authorized any offer to the public of securities, or has undertaken or plans to undertake any action to make an offer of securities to the public requiring the publication of an offering prospectus, in any member state of the European Economic Area which has implemented the EU Prospectus Directive 2003/71/EC.

In the event that this Presentation is distributed in the United Kingdom, it shall be directed only at persons who are either "investment professionals" for the purposes of Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or high net worth companies and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person must not act or rely on this Presentation or any of its contents. Any investment or investment activity to which this Presentation relates will be available only to Relevant Persons and will be engaged in only with Relevant Persons.

This Presentation does not constitute an offer of securities for sale into the United States. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold within the United States, absent registration or under an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. In the United States, the securities described herein will (if offered) be offered only to qualified institutional buyers ("QIBs") within the meaning of, and as defined in, Rule 144A under the Securities Act. Outside the United States, the securities described herein will (if offered) be offered in accordance with Regulation S under the Securities Act to non-U.S. persons (as defined in Regulation S).

This Presentation is subject to Norwegian law, and any dispute arising in respect of this Presentation is subject to the exclusive jurisdiction of Norwegian courts.

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BOARD OF DIRECTORS

Executive Director Luke Ciantar

Luke has over 15 years of experience in the technology industry, primarily dealing with local and international clients and managed services. His broad expertise across various technology sectors positions him as a key figure in shaping the group's strategic direction.

Non-Executive Chairman

Richard Trinder

Richard has held key leadership roles in multinational organisations and startups across a variety of industries. His strategic insights and deep understanding of technology trends enhance the board's expertise and are key in shaping the Company's future.

Non-Executive Director

Kathleen Zarb Adami

A lawyer by profession since 1999, Kathleen has been extensively involved in the setting up, executing and managing transactions involving multinational groups in various sectors, with a focus on gaming law and financial services sectors.

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MANAGEMENT TEAM

Chief Financial Officer Daniela Pulis

Daniela has been with River Tech Plc since April 2019. Currently occupying the post of CFO, she has been in the finance industry for over 10 years and has a strong background in audit and finance from PwC. She has built a strong team, not only in finance but also in HR within River Tech.

Chief Commercial Officer

Victor Borg-Barthet

Victor is a seasoned IT executive with over 15 years of experience in the iGaming industry, playing a key role in the growth of game and platform providers. With strong commercial and strategic expertise, he brings products to market by aligning business objectives, technology, and customer needs, driving sustainable growth and international expansion for River Tech's ecosystem.

Chief Technology Officer Joseph Debono

Joseph Debono sits as Chief Technology Officer for River Tech. He is responsible for overseeing all technology aspects of River Tech's products. He works closely with the CEO and COO/CPO to grow and improve the product offering and team culture using his experience and professionalism.

Chief Legal & Compliance Officer

Rachel Mifsud Bonnici

Dr Rachel Mifsud Bonnici, currently occupying the role of Chief Legal and Compliance Officer. In her role, Dr Mifsud Bonnici continues to lead the implementation of legal requirements and compliance management, ensuring that areas of potential risk within River Tech's products and services are identified effectively.

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cEO STATEMENT

rIVERTECH - BRINGING YOUR IDEAS TO LIFE

Chief Executive Officer Luke Ciantar

Q4 2025 marked a transformative period for River Tech, as we shifted from being a software service provider to a scalable technology powerhouse. With the launch of Spinta and Ygora, we have transformed our proven proprietary tech into a diversified, market-facing ecosystem.

We introduced our new product identity by launching Spinta and Ygora as flagship platforms within our technology ecosystem. These platforms demonstrate our ability to convert proven internal technology into scalable, market-facing products.

Additionally, River Tech is pleased to announce that its subsidiary, River Technologies Limited, has submitted its licence application for a Malta Gaming Authority B2B licence, which is crucial for supporting our next phase of regulated expansion into 2026. To strengthen our offerings, we have also advanced negotiations on our first major acquisition with Vinn Online Ltd.

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CFO STATEMENT

Chief Financial Officer

Daniela Pulis

From a financial perspective, 2025 was a year of transition, during which we absorbed the impact of the loss of business while reshaping the Group towards a more diversified, platform-driven model. Following the loss of this client in September 2025, we implemented a comprehensive cost reduction and restructuring programme, lowering the operational cost base to a controlled level and realigning resources with our new product strategy.

As of year-end 2025, the Group's working capital stands at approximately €4.5 million, and we enter 2026 with opening liquidity of around €5 million. Our current budget forecasts a controlled cash outflow of about €270–280,000 per month, including a one-off tax payment of €500,000 in June 2026, all funded from existing liquidity.

During the year, we also strengthened the balance sheet and our product portfolio through the acquisition of the assets, business, and employees of a payments aggregator and orchestrator platform as part of a settlement arrangement regarding balances owed. This transaction allows us to offer this platform, now branded as Ygora, alongside our existing technology platform.

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CFO STATEMENT

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Concurrently, we are developing a third Content Management System product line, which we expect will bolster and improve its competitiveness. Overall, we have a liquidity buffer, a disciplined cost base, and clear insight into the investments needed to bring our product offerings to market.

Due to the fundamental transformation of River Tech's business model in H2 2025, prior-year comparisons are no longer indicative of the Group's current trajectory. Q4 2025 will serve as our new performance baseline, from which we will track the growth of our proprietary platforms going forward.

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Q4 2025 River Tech plc (Group)

Statutory
Profit/Loss
Transition
Revenue/Costs
Normalised
Profit/Loss
Revenue
Direct Costs
247,763
(729,453)
125,828
(286,000)
121,934
(443,453)
Gross Contribution (481,691) (160,172) (321,519)
Operating Costs (490,741) (25,300) (465,441)
EBITDA (972,432) (185,472) (786,960)
Depreciation (13,243) 0 (13,243)
Other Finance Costs (23,691) 0 (23,691)
Profit from continuing operations (1,009,365) (185,472) (823,894)

The normalised Q4 figures exclude revenues from contract closures in prior operations and omit transition costs related to the restructuring exercise completed during the quarter, to better reflect underlying trading performance.

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Going Concern

The Group's going-concern assessment for 2026 has been prepared on a deliberately conservative basis, taking into account the controlled monthly cash burn and identified one-off payments. There is no reliance on external financing. Under these assumptions, River Tech is expected to retain approximately €1.1 million in liquidity at the end of 2026, starting from an initial liquidity of around €5 million.

Income projections have also been set prudently. We model only minimal initial revenues from the Spinta platform, starting in the second half of 2026, with gradual customer growth. For the Ygora platform, we forecast monthly revenues to increase from approximately €50,000 to €100,000 by year's end, reflecting a cautious view of the commercial pipeline. The forecast cost base already includes dedicated marketing expenditure for both brands and additional operational resources needed to support their rollout.

Taken together, these measures support management's and the Board's assessment that the River Tech Group has the financial capacity to continue as a going concern throughout 2026, even under conservative revenue assumptions.

Q4 2025

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Strengthening Commercial Leadership

To boost the commercial traction of our platform products, River Tech has expanded its leadership team with a key appointment dedicated to sales execution and business development.

We are pleased to announce the appointment of Victor Borg Bartet as Chief Commercial Officer (CCO) for River Tech and Spinta, a senior hire dedicated to building and leading the sales function across the Group and our iGaming infrastructure platform. The CCO will drive new client acquisition, manage strategic partnerships, and establish repeatable sales processes as Spinta scales. This appointment reflects our commitment to transforming Spinta's technical strength into tangible commercial momentum.

Simultaneously, we are actively hiring a Business Development Manager for Ygora to lead its commercial growth strategy. This position will concentrate on expanding Ygora's client pipeline, managing advanced negotiations with potential payment partners, and increasing transaction volumes as the platform develops. Considering the strong early market interest Ygora has already garnered, this hire will be key in turning the pipeline into contracted revenue during 2026.

These appointments highlight our shift from product development to market execution, ensuring that each platform has dedicated commercial leadership to promote adoption and increase revenue.

Q4 2025

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Strategic Acquisition

VINN ONLINE LTD.

In Q4 2025, we signed a non-binding Letter of Intent to acquire 90% of Vinn Online Ltd, the company behind vinn.com, a brand established in 2024 to offer an exceptional online casino experience.

Negotiations are underway to secure a strategic deal for River Tech, and its success hinges on Vinn Online Ltd obtaining its Malta Gaming Authority B2C licence and resolving other asset transfer considerations. The SPA, which is expected to be agreed and signed in the coming weeks, will set the conditions for River Tech to acquire 90% of Vinn Online Ltd and specify the transitional services to be provided by the involved parties until vinn.com moves into River Tech's ecosystem.

The transaction is expected to grant River Tech access to well-established brands, player databases, and vendor relationships in two attractive Nordic markets.

Q4 2025

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AI-Driven Product Innovation

River Tech is integrating AI across its products to boost efficiency, enhance player engagement, and provide more intelligent platform features. AI tools help our development teams with quicker coding, better testing, and faster deployment, shortening time-to-market and improving quality and scalability.

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Al-Driven Product Innovation

CONTINUED...

On the commercial side, we are advancing several Al-driven initiatives to enhance our client services.

  • Game Recommendation Engine: We are collaborating with MWEB to develop an Al-powered game recommendation engine that personalises player experiences by analysing behaviour, preferences, and session data to highlight relevant content. Integrated into Spinta, this will boost player retention and lifetime value for operators.
  • Al Content Generation: River Tech has incorporated Rewrk's Al content generation tools, allowing for automated creation of news and local content. This reduces operational overhead for our clients.
  • Al-Powered Player Chat: Integrated Al chatbots enhance support and communication. By handling routine questions, providing instant help, and escalating complex issues to humans, the tooling improves response times and player satisfaction while reducing support costs.

These Al initiatives establish River Tech as a technology-driven provider offering smarter products that deliver measurable value and differentiate us in a competitive market.

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Spinta

Spinta (www.spinta.tech) is River Tech's newly launched iGaming infrastructure platform, offering software solutions, data management, backend services and back-office functionalities. It provides operators with a modern, compliant, and scalable system without the cost and risk of inhouse development.

By commercialising our internal technology, we are introducing a business model that enables our clients to achieve technical independence throughout their customer journey. We support license and usage-based commercial models that grow with each client, increasing operational leverage and improving the quality and transparency of our earnings.

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Ygora

Ygora (www.ygora.tech) is our newly branded payments aggregator and orchestrator, now positioned as a standalone product for both the group and external clients. It is attracting strong market interest and is currently in advanced commercial discussions with multiple prospective clients, several of which are expected to convert to revenue-generating relationships during H1 2026.

This product offering simplifies transaction processing, compliance, and multi-channel payments, addressing a key challenge for operators: the difficulty of managing multiple payment service providers, currencies, and compliance requirements across different jurisdictions. By providing intelligent payment routing, real-time reconciliation, and integrated regulatory compliance, Ygora delivers immediate operational benefits while cutting costs.

As transaction volumes increase and our client base expands, Ygora is well-positioned to become a significant and recurring source of revenue, with a high-margin business model that capitalises on our existing infrastructure investment.

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BRINGING IDEAS TO LIFE: OUR PRODUCTIONS & SOLUTIONS

River Tech Plc has a clear vision and strategy to become a leading B2B provider of high-quality technological services through the development of proprietary products across emerging and rapidly growing sectors.

With many years of technology experience across a diverse range of both highly regulated and complex sectors, River Tech has a proven track record of delivering high performing technology projects and products.

Our offering combines five core elements to create bespoke technology and platform solutions for our clients no matter what the sector they are in.

Business Development Product Development Quality Assurance Infrastructure

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Thank-you for your attention!