£612,000 Fundraising to Accelerate Aspire Rollout

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, is pleased to announce that it has conditionally raised gross proceeds of £612,000 through a placing and subscription for a total of 48,960,000 new ordinary shares of 1 penny each in the Company ("Ordinary Shares") at an issue price of 1.25 pence per share (the "Issue Price"), comprising:

• a placing arranged by Axis Capital Markets Limited of 46,000,000 new Ordinary Shares (the "Placing Shares"), raising gross proceeds of £538,000 (the "Placing"); and
• subscriptions by certain Directors of the Company and members of the senior management team of Aspire Commerce Group Limited ("Aspire") for an aggregate of 2,960,000 new Ordinary Shares (the "Subscription Shares"), raising a further £37,000 (the "Management Subscription" and, together with the Placing, the "Fundraising"). The Subscription Shares are being issued on the same terms as the Placing Shares.

The Issue Price represents a discount of approximately 32.4 per cent. to the closing mid-market price of 1.85 pence per Ordinary Share on 12 August 2026.

Highlights

• Equity Fundraising to raise gross proceeds of £612,000.
• Participation of £28,000 by Directors and senior management of the Company, as well as participation of £9,000 by the Directors of Aspire, totalling £37,000 in management participation across Caledonian and Aspire, demonstrating their alignment with shareholders and confidence in the Group's commercial strategy.
• The proceeds will provide working capital for the Group and support the initial commercial rollout of Aspire's multi-currency business current account and debit card offering.
• Funding will also support the progression and conversion of Aspire's near-term trade finance opportunities and the development of its funding relationships.
• Aspire's commercial strategy is focused on building recurring revenue across business accounts, cards, foreign exchange and trade finance.

Use of proceeds and Aspire commercial rollout

The net proceeds of the Fundraising will be used to provide working capital for Caledonian and its wholly owned subsidiary Aspire.

A principal near-term objective is to support the launch of Aspire's multi-currency business accounts and associated debit cards. The underlying proposition is operationally ready, with cards in stock and testing completed, allowing Aspire to progress towards commercial launch shortly following receipt of the net proceeds.

The launch will bring together multi-currency business-account functionality, international payments and debit cards within Aspire's existing platform, broadening the services available to its business customers and creating additional opportunities to generate account, transaction and foreign-exchange revenues.

The net proceeds will also support Aspire in converting several existing trade finance opportunities into funded transactions. Aspire is in advanced discussions with third-party funding providers that will support the future scaling of its trade finance activities, as well as foreign currency partners that will help underpin and extend its global currency reach, including south-east Asia, China and the Middle East.

The Company intends to issue further operational updates as Aspire completes the debit card launch and achieves material milestones in the conversion of its trade finance pipeline and the development of its funding arrangements.

Management participation

The following directors and members of the Caledonian and Aspire management teams have participated in the Management Subscription:

Jim McColl, Executive Director of Caledonian Holdings plc, commented:

"This fundraising represents an important step in moving Aspire from platform readiness into the next stage of commercial deployment.

Our immediate priority is to support the launch of Aspire's multi-currency business accounts and debit cards and to progress existing trade finance opportunities into revenue-generating transactions.

The participation of members of both the Caledonian Board and Aspire's senior management team demonstrates our shared confidence in the opportunity and aligns management directly with shareholders as we execute Aspire's growth strategy."

Admission and total voting rights

The Placing Shares and Subscription Shares will be issued under the Company's existing shareholder authorities and will rank pari passu in all respects with the Company's existing Ordinary Shares.

Application will be made for the admission of 48,960,000 new Ordinary Shares, comprising the Placing Shares and Subscription Shares, to trading on AIM ("Admission"). Admission is expected to become effective and dealings to commence at 8.00 a.m. on or around 18 August 2026.

Following Admission, the Company's issued share capital will comprise 183,652,110 ordinary shares of 1 penny each. The Company does not hold any ordinary shares in treasury.

Accordingly, the total number of voting rights in the Company following Admission will be 183,652,110. This figure may be used by shareholders as the denominator for the calculations by which they determine whether they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.