Q-Bot Fundraising

Issue of Shares and Total Voting Rights

NetScientific Plc (AIM: NSCI), the deep tech and life sciences VC investment group, announces that portfolio company Q-Bot, a robotics-as-a-service construction tech company, has successfully closed a fundraising of £1.5 million (Fundraising).

Fundraising

The Fundraising was led and syndicated by EMV Capital, the Company's wholly owned venture capital and corporate finance firm, and includes a subscription for £1.25 million of new shares in the capital of Q-Bot and a loan facility of £250,000 (such loan facility amount being part of a re-financed loan of c.£785,000). It follows an initial fundraising earlier in 2024 of c.£1.4 million (also led and syndicated by EMV Capital) received from advance subscription agreements (ASAs) and a convertible loan agreement (CLA). The Fundraising will provide Q-Bot with working capital to progress its revised business plan, which includes rationalising its business into two separate divisions, an installations business and a technologies focused business. The planned restructuring allows the installations business to attract investment to reach break-even and accelerate growth, and the technologies business to operate on a standalone basis and exploit multiple existing and new US and EU growth opportunities to create further value.

The Group has participated directly in the Fundraising, including:

• a £349,968.22 subscription for Q-Bot shares, such amount to settled by the Company issuing to Q-Bot 411,727 new ordinary shares in the capital of the Company (Consideration Shares) at a price of £0.85 per New Share, a 35.0 per cent. premium to the closing price of the Company's ordinary shares on 29 July 2024; and
• a £198,143.92 advance subscription pursuant to an ASA, converting outstanding fees due to EMV Capital into Q-Bot shares.

EMV Capital's EMVC Evergreen EIS Fund has also participated in the ASA.

The Consideration Shares are subject to orderly market provisions such that if they are to be disposed of they must be sold through the Company's broker.

Following completion of the Fundraising, the total equity holding of the Group in Q-Bot is increased to 17.0 per cent, which equates to a post-investment fair value of £2.7 million, a decrease of 28.3 per cent. from the £3.8 million reported as at 31 December 2023. In addition, following the introduction of investors to Q-Bot by EMV Capital, the NetScientific third party assets under management with Q-Bot is 37.4 per cent. of the share capital, which equates to a post-investment fair value of £6.0 million, a decrease of 30.3 per cent. from the £8.6 million reported as at 31 December 2023. Such percentage holdings are based on issued share capital, and subject to dilution by the CLA and certain warrants and options.

Q-Bot is a well-known robotics and automation company in the growing Construction Tech and Climate Solutions area, with sales in the UK and Europe. Using AI and robotics, Q-Bot's insulation is deployed beneath suspended timber floors or to the underside of suspended concrete floors. A remotely operated robotic device applies a continuous layer of spray-foam insulation to the underside of the floor, resulting in a reduction in heat loss through the floor and a barrier to cold air draughts.

Q-Bot's advanced insulation has generated £11.6 million in revenues from nearly 5,000 installations in the UK (including through partners) and over £200,000 in revenues from installations in France.

Following the Fundraising, Malcolm Groat, currently a non-executive investor director of Q-Bot, will become Chair of Q-Bot.

Dr Ilian Iliev, CEO of NetScientific and Investment Director of Q-Bot, commented:

"We are pleased to see Q-Bot close this fundraising. The company's technology licensing, and installations business units each have a route to break-even within this vast market, and we wish it every success in executing on its plans to grow the technology platform, including on an international scale, whilst servicing a high-quality existing UK sales pipeline."

Admission of Consideration Shares and Total Voting Rights

Application will be made for the Consideration Shares, which will rank pari passu with existing Ordinary Shares, to be admitted to AIM (Admission). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on or around 2 August 2024.

Following Admission, the total issued share capital of the Company will consist of 24,357,555 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company will be 24,357,555 Ordinary Shares. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

www.netscientific.net www.netscientific.net

About Q-Bot

Q-Bot, founded in 2012 by Tom Lipinski and Professor Peter Childs FREng, is a provider to the UK Government's Green Homes Local Authority Delivery Scheme, the Social Housing Decarbonisation Fund, Great British Insulation Scheme and Home Upgrade Grant.

Q-Bot's floor insulation is installed in over 200 homes every month and to date the company has installed nearly 5,000 properties across the UK and Europe. The company works with over 50 registered social housing providers, energy companies such as E.ON and British Gas, as well as a network of accredited installers and property agents.

An average-sized UK household, insulated by Q-Bot, could typically save c.£850 per year in an electrically-heated home, and c.£270 a year in a gas-heated home. Studies show that the Q-Bot system reduces heat loss through the floor by 77% and cold draughts by 1/3 for the whole house. With retrofitting existing buildings seen as essential for the UK to reach Net Zero, a household using Q-Bot's solution can cut its annual CO₂ emissions by an average 700 kg.

Q-Bot's work has received grant support from the UK Government and Innovate UK, and it has won numerous awards, including the CIBSE Building Performance Award and the Queen's Award for Enterprise (Innovation).