Placing to raise approximately £1.25 million

GCM Resources plc (AIM: GCM), the AIM traded resource exploration and development company, announces that it has conditionally raised approximately £1.25 million (before expenses) by way of a placing (the "Placing") of a total of 15,244,000 new ordinary shares of 1 pence each in the Company ("Ordinary Shares") at a price of 8.2 pence per new Ordinary Share (the "Issue Price").

Highlights

• Equity raise of approximately £1.25 million at 8.2 pence per new Ordinary Share.
• The net proceeds from the Placing are intended to be used by the Company for working capital purposes.
• The Issue Price represents a discount of approximately 18 per cent. to the closing bid price of 10.0 pence per Ordinary Share on 9 February 2026.
• Clear Capital Markets Corporate Broking ("Clear Capital") is acting as sole bookrunner in connection with the Placing.
• The new Ordinary Shares are to be issued pursuant to the Company's existing authorities granted at the general meeting of the Company on 17 December 2025.

Background to the Placing and use of proceeds

The Company continues to advance work associated with the Phulbari Coal and Power Project (the "Project") in north-west Bangladesh. Progress remains subject to a number of factors, including the securing of the necessary approvals from the Government of Bangladesh (the "Government") to enable development of the Project. Against this backdrop, there has recently been a discernible shift in policy discussion within Bangladesh towards greater utilisation of the country's own natural resources. This has been reflected in initiatives led by the Ministry of Power, Energy and Mineral Resources, including discussions in March 2025 focusing on strategies and challenges relating to the coal-based energy sector. With national elections scheduled in Bangladesh on 12 February 2026 these developments suggest that a future government may give increased consideration to the development of domestic coal and other natural resources. While there can be no certainty that these broader policy discussions will translate into specific outcomes for the Project, the Board believes these trends are encouraging for the Company.

In light of the above the Board considers the Placing to be in the best interest of the Company's shareholders.

Use of Proceeds

The net proceeds of the Placing will provide the necessary working capital to support GCM's ongoing operations. These funds will be allocated to corporate overheads, legal and advisory costs, and general administrative expenses associated with managing the Company effectively.

The net proceeds of the Placing will help ensure that the Company is in the financial position to advance its broader strategic objectives.

Details of the Placing

The Placing comprises the issue of 15,244,000 new Ordinary Shares (the "Placing Shares") at the Issue Price to conditionally raise approximately £1.25 million before expenses for the Company (approximately £1.18 million after expenses but excluding VAT).

The Placing Shares will be issued on a non-pre-emptive basis utilising the authorities granted to the Board at the general meeting of the Company on 17 December 2025 ("2025 AGM").

When issued, the Placing Shares will represent approximately 4.14 per cent of the enlarged share capital of the Company and will rank pari passu with the existing Ordinary Shares.

Pursuant to an engagement letter dated 10 February 2026 between Clear Capital and the Company (the "Placing Agreement"), Clear Capital has, subject to certain conditions, procured subscribers for the Placing Shares at the Issue Price.

The Placing Agreement contains provisions entitling Clear Capital to terminate the Placing (and the arrangements associated with it), at any time prior to Admission in certain circumstances, including in the event of a material breach of the warranties given in the Placing Agreement, the failure of the Company to comply with its obligations under the Placing Agreement, or the occurrence of a force majeure event or a material adverse change affecting the financial position or business or prospects of the Company. If this right is exercised, the Placing will not proceed and any monies that have been received in respect of the Placing will be returned to the applicants without interest and Admission will not occur. The Company has agreed to pay Clear Capital a placing commission and all other costs and expenses of, or in connection with, the Placing.

The Placing is not being underwritten by Clear Capital or any other person.

Issue of warrants

In addition, Clear Capital, who are acting as sole bookrunner in respect of the Placing, will be issued with 914,640 warrants to subscribe for new Ordinary Share ("Warrants") at a price of 8.2 pence per Ordinary Share exercisable for a period of 3 years from Admission (as defined below).

The Warrants will not be admitted to trading on AIM or any other stock market. The issuance of the Warrants is subject to Admission and will be issued utilising the authorities granted to the Board at the 2025 AGM.

Admission to AIM

Application has been made to the London Stock Exchange plc for the admission of the Placing Shares to trading on AIM ("Admission"). It is currently expected that Admission will occur at 8.00 a.m. on 16 February 2026 or such later time and/or date as Clear Capital and the Company may agree (being in any event no later than 8.00 a.m. on 16 February 2026).

Total voting rights

On Admission, the Company will have 368,202,790 ordinary shares of 1 pence each in issue, each with one voting right. There are no shares held in treasury. Therefore, upon Admission, the Company's total number of ordinary shares in issue and voting rights will be 368,202,790 and this figure may be used by shareholders from Admission 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.

APPENDIX - IMPORTANT NOTICES

Notice to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Clear Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels.

Notice to overseas persons

General

Allenby Capital Limited ("Allenby") is nominated adviser to the Company, authorised and regulated by the FCA in the United Kingdom and is acting as the Company's Nominated Adviser exclusively for the Company and no one else in connection with the Admission and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Allenby will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.