Fundraise

MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE FUNDRAISE (AS DEFINED BELOW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

capAI plc

Fundraise

capAI (LSE: CPAI, OTCQB: CPIQF), the applied artificial intelligence ("AI") venture platform, is pleased to announce a conditional fundraise of £280,000 (before expenses) via a placing coordinated by its broker, AlbR Capital Limited ("AlbR"), and a subscription by Professor Ronjon Nag, Executive Chairman of the Company, to support the continued development of the Group's capMedical and capMedia platforms and for general working capital purposes (the "Fundraise").

Highlights

• Fundraise to raise gross proceeds of £280,000 through the issue of new ordinary shares of £0.0001 each ("Ordinary Shares"; "Fundraise Shares") at an issue price of 0.45 pence per Ordinary Share (the "Issue Price")
• One warrant to be granted for each new Fundraise Share issued pursuant to the Fundraise, exercisable at 1 pence per Ordinary Share at any time during the 12 months following Admission (as defined below) (each, a "Warrant")
• Professor Ronjon Nag, OBE, Executive Chairman, has agreed to subscribe for 5,555,555 new Ordinary Shares (and associated warrants) for an aggregate consideration of £25,000, demonstrating his continued alignment with Shareholders
• Net proceeds to be utilised to support the continued development of the Group's capMedical vertical, including the Ageotype longevity platform licensed pursuant to the licence and option agreement with R42 Group LLC ("R42") announced by the Company on 23 July 2026, and the Group's capMedia portfolio, following the extension of the Author42, Movie42 and Gamers42 licence and option agreements with R42 announced by the Company on 9 July 2026
• Balance of net proceeds to be applied towards the Group's general working capital requirements

Background

Since the start of 2026, the Group has continued to progress its capital-light venture model across its capMedical and capMedia verticals. In capMedical, the Company executed a licence and option agreement with R42 in respect of Ageotype, an AI-powered longevity and preventative health data platform, representing the Group's first platform within capMedical.

In capMedia, the Company agreed with R42 to extend the licence and option arrangements for Author42, Movie42 and Gamers42, providing additional runway for the continued development and commercialisation of each platform.

The Company's board of directors ("Board") believes the Fundraise will provide the Company with additional resources to continue supporting these initiatives, alongside the Group's general working capital requirements, consistent with its disciplined, capital-efficient strategy.

Details of the Fundraise

The Company has raised gross proceeds of £280,000 through a combination of a placing and a subscription for new Fundraise Shares at the Issue Price, comprising:

• £255,000 through a placing of 56,666,666 Fundraise Shares (the "Placing Shares") at the Issue Price, coordinated by AlbR (the "Placing"); and
• £25,000 through a subscription for 5,555,555 Fundraise Shares (the "Subscription Shares") at the Issue Price by Professor Ronjon Nag, OBE (the "Subscriber") (the "Subscription").

In connection with the Fundraise, the Company will grant one Warrant for each Fundraise Share issued, entitling the holder to subscribe for one further new Ordinary Share at an exercise price of 1 pence per Ordinary Share, exercisable at any time during the period of 12 months from Admission. The Warrants will be constituted by a warrant instrument to be adopted by the Company and will not be admitted to trading on the main market for listed securities of London Stock Exchange plc ("Main Market") or any other exchange. The Fundraise has not been underwritten.

Application has been made for the Fundraise Shares to be admitted to trading on the Main Market ("Admission"). It is expected that Admission will become effective and that dealings in the Fundraise Shares will commence at 8.00 a.m. on or around 10 August 2026.

The Fundraise is conditional on Admission.

In connection with the Fundraise, the Company will issue new Ordinary Shares with an aggregate value of £12,000 at the Issue Price to satisfy certain advisory fees (the "Fee Shares"). Such Fee Shares will be admitted to trading on the Main Market on the same terms and at the same time as the Fundraise Shares.

Director participation

Professor Ronjon Nag, OBE, Executive Chairman, has subscribed for 5,555,555 Fundraise Shares for an aggregate consideration of £25,000 pursuant to the Subscription, and shall receive the associated Warrants.

This participation demonstrates his continued alignment with Shareholder interests and confidence in the Group's strategy and execution capability.

AlbR acted as the Company's broker in connection with the Placing.

Use of net proceeds

The net proceeds of the Fundraise are intended to be applied by the Company towards the continued development of its capMedical and capMedia platforms, including the Ageotype longevity platform and the Author42, Movie42 and Gamers42 platforms referred to above, as well as working capital.

In addition, the Fundraise supports the Company's capacity to progress a number of further potential opportunities currently under evaluation within these verticals and in certain adjacent sectors, consistent with the disclosure in the Company's announcement of 23 July 2026. These discussions are at an early stage and there can be no certainty that any will result in a binding agreement. The Company will keep Shareholders updated as appropriate.

Total voting rights

Following Admission, the Company's issued share capital will comprise 491,321,950 Ordinary Shares (comprising 426,433,063 Ordinary Shares currently in issue, plus 62,222,221 Fundraise Shares and 2,666,666 Fee Shares). The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 491,321,950.

In accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, this figure may be used by Shareholders as the denominator for the calculations by which they will 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 and Transparency Rules.

Further updates will be provided as appropriate, in line with the Company's disclosure obligations.

Commenting, Professor Ronjon Nag, OBE, Executive Chairman of capAI, said:

"This Fundraise gives us continued flexibility to build out both our capMedical and capMedia verticals, from advancing Ageotype toward commercial launch to supporting the ongoing development of our media platforms, as well as to evaluate a pipeline of further opportunities. I'm pleased to be able to demonstrate my continued personal commitment to the Company through my participation in the Subscription."