ALPHARETTA, Ga.–(BUSINESS WIRE)–Priority Technology Holdings, Inc. (NASDAQ: PRTH) (“Priority” or the
“Company”) today announced that it was not able to demonstrate the
Nasdaq Stock Market LLC’s (“Nasdaq”) required minimum 400 round lot
holders with respect to its warrants and, accordingly, the warrants and
the units did not satisfy the Minimum Public Holders Rules. As a result,
on March 4, 2019, the Company received a notice from Nasdaq that the
Nasdaq had determined to delist the Company’s warrants and units and
suspend their trading from Nasdaq effective as of the open of business
on March 6, 2019.

The Company previously announced that it had received a written notice
(the “Notice”) from Nasdaq indicating that the Company was not in
compliance with Listing Rules 5405(a)(3) and 5410(d) (the “Minimum
Public Holders Rules”), which require the Company to have at least 400
round lot holders of its warrants for listing on The Nasdaq Global
Market. Furthermore, the Notice indicated that the Company’s units were
not in compliance with Listing Rule 5225(a)(1)(A) because the components
of the units, one share of common stock and one warrant, did not comply
with the Minimum Public Holders Rules. As previously announced, Nasdaq
later concluded that the Company’s common stock would remain listed on
the Nasdaq Global Market and granted an extension to maintain the
listing of the warrants and units through February 27, 2019 subject to
the Company’s ability to demonstrate that the warrants and the units
complied with the Minimum Public Holders Rules by that date.

The listing of the Company’s common stock, which is traded on Nasdaq
under the ticker symbol “PRTH,” is not affected by the delisting of the
Company’s warrants or units.

About Priority Technology Holdings, Inc.

Priority is a leading provider of merchant acquiring and commercial
payment solutions, offering unique product and service capabilities to
its merchant network and distribution partners. Our enterprise operates
from a purpose-built business platform that includes tailored customer
service offerings and bespoke technology development, allowing us to
provide end-to-end solutions for payment and payment-adjacent
opportunities. Additional information can be found at www.PRTH.com.

Forward-Looking Statements

Certain statements in this press release constitute “forward-looking
statements” within the meaning of the federal securities laws. Words
such as “may,” “might,” “will,” “should,” “believe,” “expect,”
“anticipate,” “estimate,” “continue,” “predict,” “forecast,” “project,”
“plan,” “intend” or similar expressions, or statements regarding intent,
belief, or expectations, are forward-looking statements. Although the
Company believes that its forward-looking statements are reasonable,
undue reliance should not be placed on any forward-looking statements.
The Company’s forward-looking statements are based upon current
estimates and assumptions and are subject to various risks and
uncertainties, including those described in the Company’s filings with
the SEC. As a result, actual results could be materially different. The
Company expressly disclaims any obligation to update any forward-looking
statements, whether as a result of new information, future events or
otherwise, except as required by law.

Contacts

Investor and Media Inquiries:
Chris Kettmann
773-497-7575
[email protected]