Publication of a Prospectus
Cloudbreak Discovery Plc has published a Prospectus, approved by the FCA, for the issue and admission of 600,700,363 new ordinary shares to the Main Market of the London Stock Exchange, expected around April 27, 2026. These shares are allocated to a stock lending agreement (95,700,363), borrowing fees (2,000,000), directors (119,000,000), the Paterson Tenement Agreement (330,000,000), convertible loan notes (20,000,000), and creditors (34,000,000). Additionally, up to 330,357,145 warrant shares may be issued upon exercise of warrants from a recent placing. No new funds are being raised with this prospectus, and upon admission, the company's total issued ordinary share capital will be 2,451,748,267 shares.
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Publication of Prospectus
Cloudbreak Discovery Plc (LSE: CDL), a London Stock Exchange Main Market listed company, is pleased to announce that, it has today published a Prospectus. The Prospectus, which has been approved by the Financial Conduct Authority ("FCA"), is available on the Company's website at https://www.cdl-plc.com/company-presentation/ and will also be available at the FCA's Document Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Prospectus has been published to enable the issue and admission to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission") of 600,700,363 new ordinary shares of £0.001 each ("Shares"), as follows:
- 95,700,363 Shares in respect of the stock lending agreement ("SLA") entered into on 27 August 2025;
- 2,000,000 Shares in respect of the borrowing fee agreed in connection with the SLA;
- 119,000,000 Shares to be issued in respect of agreements with the Directors;
- 330,000,000 Shares to be issued pursuant to Paterson Tenement Agreement entered into on 8 February 2026;
- 20,000,000 Shares pursuant to the conversion of Convertible Loan Notes issued on 11 July 2023;
- 34,000,000 Shares to certain creditors of the Company.
In addition, the Prospectus will enable the potential issue of up to 330,357,145 new ordinary shares ("Warrant Shares") to the investors who participated in the recent placing announced by the Company on 22 January 2026 and who are entitled to receive warrants ("Fundraising Warrants") on the publication of the Prospectus. No Warrant Shares will be issued or admitted to trading on Admission; they will only be issued and admitted at the time each Fundraising Warrant is exercised.
For the avoidance of doubt, no new funds are being raised in conjunction with the publication of the Prospectus.
Application will be made for Admission of the 600,700,363 Shares. It is expected that Admission will become effective on or around 27 April 2026. The Shares will rank pari passu with the existing ordinary shares of the Company.
On Admission, the Company's issued ordinary share capital shall consist of 2,451,748,267 ordinary shares with each ordinary share carrying the right to one vote. Accordingly, the figure of 2,451,748,267 represents the total voting rights in the Company and should be the figure used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance & Transparency Rules.
Director Dealings
The Directors will receive the following Shares:
Peter Huljich - 48m;
Tom Evans - 36m
Emma Priestley - 35m
| a) | Name | 1) Peter Huljich 2) Tom Evans 3) Emma Priestley |
| 2. | Reason for the notification | |
| a) | Position/status | 1) Director 2) Director 3) Director |
| b) | Initial notification / Amendment | Initial Notification |
| a) | Name | Cloudbreak Discovery PLC |
| b) | LEI | 213800ZLZVEPOS7YID88 |
| a) | Description of the financial instrument, type of instrument | Ordinary shares of £0.001 |
| Identification code | GB00B44LQR57 | |
| b) | Nature of the transaction | Conversion of debt |
| c) | Price(s) and volume(s) | Price Volume 1) 0.2p 48,000 ,000 2) 0.2p 36,000,000 3) 0. 5 p 35,000,000 |
| d) | Aggregate information | |
| - Aggregate volume | 119,000,000 | |
| - Total Price | £343,000 | |
| e) | Date of the transaction | 22 April 2026 |
| f) | Place of the transaction | London Stock Exchange |
| g) | Additional information | N/A |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.