Proposed Placing and BTC Focused Treasury Policy

Active Energy (AIM: AEG, OTCQB: ATGVF), the biomass-based renewable energy company focused on the production and development of next generation biomass products, announces its intention to raise gross proceeds of up to £346,180 by means of a placing of new Ordinary Shares to certain institutional and other investors at a price of 0.1 pence per share (the "Placing").

The Placing Price represents a discount of approximately 66.6 per cent. to the Closing Price of 0.3 pence per Ordinary Share on 4 July 2025, being the latest practicable business day prior to the publication of this Announcement.

Placing Highlights

• The Company intends to raise up to £346,180 before expenses through the Placing arranged by Zeus Capital Limited ("Zeus" or "the Bookrunner") by way of the issue of up to 346,180,628 new Ordinary Shares (the "Placing Shares") at the Placing Price.
• The Placing is to be conducted via an accelerated bookbuild process launching today.
• The Placing Shares, assuming full take-up of the Placing, will represent approximately 68.1 per cent. of the Enlarged Issued Share Capital.
• The net proceeds of the Placing will be used principally for general working capital purposes.
• The Placing is being conducted utilising the Company's existing share allotment authorities granted at the annual general meeting of the Company held on 27 February 2025.

The Company intends to seek authority to raise further funding in the near term and accordingly will convene a general meeting of the Company to seek the necessary shareholder authorities to, among other things, enable the Company to issue additional shares free of existing shareholders pre-emption rights.

Digital Assets Treasury function

The Company notes market speculation regarding the potential implementation of a digital assets ("Digital Assets"), including Bitcoin ("BTC"), treasury management strategy, specifically on 20 June 2025. The Board of Directors confirm that this speculation was unfounded. At that time, the Company had neither adopted nor intended to adopt any such strategy.

However, following a subsequent review of the Company's operations and working capital requirements, the Board is evaluating a range of treasury management options, including Digital Assets, as part of its broader strategic planning.

The Directors intend to establish a treasury function with a principal focus on Digital Assets, including BTC, in support of the Company's operating business. This treasury approach is intended to enhance the Company's financial resilience while supporting its broader operational objective of accelerating sustainable energy initiatives.

Under this strategy, Active Energy may allocate up to 30% of its proprietary liquidity reserves to Digital Assets as part of its internal treasury management. This is intended to mitigate the impact of currency fluctuations and inflationary pressures in key operational jurisdictions, while providing an alternative treasury management facility that complements Active Energy's existing financial structure in support of its operating business.

The Company will maintain a prudent and transparent approach to digital asset management. This strategy is intended to be implemented using the Company's proprietary capital in support of its operating business and does not involve the pooling of third-party funds or the operation of a collective investment undertaking.

Subject to the Directors' ongoing assessment of the Company's working capital requirements, it is intended that a proportion of the proceeds of the Placing will be allocated into Digital Assets, including BTC, within the Company's treasury.

It should be noted that a growing number of publicly listed companies have adopted Digital Assets, including BTC, focused treasury strategies and this has sometimes resulted in significant volatility in their share price and a dislocation between their market capitalisation and the underlying value of their assets.

The Board of Directors considers Digital Assets to be a strategically aligned treasury asset and has adopted the following rationale for its inclusion:

• BTC operates under a proof-of-work consensus mechanism and is widely recognised as the first digital cryptocurrency. The Directors believe its integration into the Company's treasury strategy enhances diversification away from traditional fiat currencies.
• The Company intends to incorporate Digital Assets into its internal financial systems as part of its treasury operations, underscoring its commitment to innovation and technology-led financial management.
• Institutional engagement with BTC continues to accelerate, reinforcing its position as a key asset within both financial and technological ecosystems. The Company's intended treasury strategy will be aligned with this evolving landscape to support long-term operational resilience and efficiency of the Company's operating business.
• The Board intends to actively acquire Digital Assets, including BTC, as part of its long-term strategy in support of its operating business. A proportion of the Company's cash reserves - subject to ongoing assessment of working capital requirements by the Directors - may be allocated to Digital Assets and BTC holdings. This reflects the Board's belief in the role of Digital Assets as a potential hedge against inflation and an alternative treasury management facility.
• Treasury allocations are intended to be structured to ensure no disruption to liquidity required for the Company's operating strategy. All crypto-related investments will be ring-fenced and periodically reviewed for alignment with the Company's operational priorities.

The Company is currently considering appointing a specialist Digital Assets and crypto treasury consultant to support this initiative. Further details regarding this appointment will be announced in due course.

While the Board recognises that an acquisition of Digital Assets, including BTC, may provide diversification benefits, it also acknowledges the inherent risks associated with such an asset. Digital Assets and BTC are highly volatile and speculative, with significant price fluctuations. In addition, a number of publicly listed companies which have adopted a digital asset treasury policy have shown significant dislocations between their market capitalisations and the value of the digital assets held by them. The exposure to Digital Assets may, in turn, compound and increase volatility in the Company's share price, potentially diminishing its appeal to investors and constraining its ability to raise additional capital in public markets. To mitigate these risks, the Company intends to allocate no more than 30 per cent of the proceeds from the proposed Placing towards the acquisition and holding of Digital Assets and to focus on the most liquid ones including principally BTC, as part of a broader treasury management strategy.

In addition, the regulatory environment for Digital Assets remains uncertain and subject to change, which may impact the Company's ability to hold or transact in Digital Assets, including BTC. There are also risks associated with custody, security, and accounting treatment of Digital Assets, any of which could have a material adverse effect on the Company's operations and investor returns.

The Placing

The Company intends to issue up to 346,180,628 Placing Shares, to raise gross proceeds of up to £346,180, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 11 July 2025.

Zeus Capital Limited, the Company's nominated adviser and broker, is acting as bookrunner in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.

Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 7 July 2025 between the Company and the Bookrunner (the "Placing Agreement") not having been terminated and becoming unconditional in all respects.

The Placing is conditional upon, amongst other things:

• Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 11 July 2025 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 31 July 2025);
• the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission of the Placing Shares;
• each of the warranties given by the Company under the Placing Agreement being true and accurate and not misleading in a way which is, in the opinion of the Broker, material; and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Upon completion of the Placing, and conditional upon the grant of the necessary shareholder authorities to enable the Company to issue rights to subscribe for additional Ordinary Shares free of existing shareholders' pre-emption rights at the general meeting to be convened as referred to above, the Company will issue warrants to Zeus to subscribe new ordinary shares representing 2% of the Enlarged Issued Share Capital exercisable at the Placing Price at any time within five years from the date of grant (with a 3 months' extension in limited circumstances). The warrants will also include anti-dilution provisions and certain other customary provisions for the benefit of warrant holders.

Admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM. It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 11 July 2025.

The Company intends to issue up to 346,180,628 Placing Shares, to raise gross proceeds of up to £346,180, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on AIM at 8.00 a.m. on or around 11 July 2025 (or such later date and/or time as the Bookrunner and the Company may agree, being no later than 8.00 a.m. on 31 July 2025).

The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to) in the event that: (i) any of the warranties set out in the Placing Agreement is or becomes untrue or inaccurate or misleading in any material respect; (ii) there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges which, in the opinion of the Bookrunner, makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

Placing Shares

It is expected that Admission will take place at 8.00 a.m. on or around 11 July 2025 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX II

Details of the Placing Agreement and the Placing Shares

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "AEG" and with ISIN GB00BPG7NS80.

Application for Admission to trading on AIM

Application will be made to the London Stock Exchange for Admission to trading on AIM of the Placing Shares. It is expected that settlement of any such shares and Admission will become effective at 8.00 a.m. on or around 11 July 2025 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and broker of, the Company.
• Allocations of the Placing Shares will be determined by the Bookrunner, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Bookrunner's consent, such commitment will not be capable of variation or revocation.

Conditions of the Placing

• Admission occurring by no later than 8.00 a.m. (London time) on 11 July 2025 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than the Long Stop Date;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• each of the Warranties being true and accurate and not misleading in a way which is, in the opinion of the Broker, material; and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

• any of the warranties set out in the Placing Agreement is or becomes untrue or inaccurate or misleading in any material respect;
• there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of the Bookrunner, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical or inadvisable.

No Admission Document or Prospectus

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BPG7NS80) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing SONIA (Sterling Overnight Index Average) rate as determined by the Bookrunner.

Representations, Warranties and Further Terms

• that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
• that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the Disclosure Guidance and Transparency Rules of the FCA;
• that time shall be of the essence as regards obligations pursuant to this Appendix;