Result of Retail Offer

The Board of Haydale Graphene Industries Plc (the "Company") is pleased to announce that the Retail Offer launched on 12 December 2025 has now closed, raising in total £0.50 million through the issuance of 100,000,000 Retail Shares at a price of 0.5 pence each.

The Retail Offer was oversubscribed and therefore allocations were made to existing shareholders, applying principles of soft pre-emption. Existing Shareholders received 100 per cent. of their soft pre-emptive allowance when their order matched or exceeded their soft pre-emptive allowance. Given the level of demand, where the order was greater than the soft pre-emptive allowance shareholders received approximately 82.85 per cent. of their additional demand.

Accordingly, conditional on the passing of the Resolutions at the General Meeting, the Company has conditionally raised total gross proceeds of approximately £5.75 million in aggregate by way of the Fundraising.

Subject to, inter alia, Shareholders passing the Resolutions at the General Meeting to be held on 6 January 2026, applications will be made to the London Stock Exchange in connection with First Admission for the admission of a total of 1,150,000,000 New Ordinary Shares to trading on AIM. This will comprise (i) 1,050,000,000 Placing and Subscription Shares; and (ii) 100,000,000 Retail Shares. Applications will also be made to the London Stock Exchange in connection with Second Admission for the admission of a total of 1,860,465,116 First Tranche Consideration Shares and 23,404,142 SMCC CLN Shares to trading on AIM. The New Ordinary Shares, when issued, will rank pari passu with the Existing Ordinary Shares then in issue.

Subject to, and conditional on, the Resolutions being passed at the General Meeting, First Admission is expected to occur on 7 January 2026. Second Admission is expected to occur on 8 January 2026.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement of the Fundraising made by the Company on 12 December 2025.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Shares have been subject to a product approval process, which has determined that the Retail Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Retail Shares may decline and investors could lose all or part of their investment; the Retail Shares offer no guaranteed income and no capital protection; and an investment in the Retail Shares is compatible only with investors who do not need a guaranteed income or capital protection, 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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 Retail Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Shares and determining appropriate distribution channels.

EU Product Governance Requirements