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Publication of a Supplementary Prospectus

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Cloudbreak Discovery Plc has published a Supplementary Prospectus to correct disclosures regarding the issuance of new ordinary shares in connection with the acquisition of 90% of the Paterson Gold-Copper-Molybdenum Project and the conversion of convertible loan notes. Following this, 364,821,733 shares will be issued and admitted to trading, including 95,700,363 for a stock lending agreement, 2,000,000 for a borrowing fee, 119,000,000 for director agreements, 100,000,000 for the Paterson Tenement Agreement, 14,121,370 from convertible loan note conversions, and 34,000,000 to creditors. The company's total issued ordinary share capital will be 2,215,869,637 shares.

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Publication of Supplementary Prospectus

Cloudbreak Discovery Plc (LSE: CDL), a London Stock Exchange Main Market listed company, announces that, it has today published a Supplementary Prospectus.

The purpose of the Supplementary Prospectus is to correct certain disclosures in the Company's Prospectus published on 24 April 20024 relating to the new ordinary shares ("Shares") to be issued in connection with the acquisition of 90% of the Paterson Gold-Copper-Molybdenum Project announced on 9 February 2026, and in connection with the conversion of outstanding convertible loan notes.

Following the publication of the Supplementary Prospectus, 364,821,733 Shares will be issued and admitted to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission"), 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;
  • 100,000,000 Shares to be issued pursuant to the Paterson Tenement Agreement entered into on 8 February 2026;
  • 14,121,370 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 together with the Supplementary Prospectus will enable the potential issue of:

  • up to a further 230,000,000 Shares pursuant to to the Paterson Tenement Agreement entered into on 8 February 2026; and
  • 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 or the Supplementary Prospectus.

Application will be made for Admission of the 364,821,733 Shares. It is expected that Admission will become effective on or around 29 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 2,215,869,637 ordinary shares with each ordinary share carrying the right to one vote. Accordingly, the figure of 2,215,869,637 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.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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