Placing and conditional placing to raise £1.1m

Mindflair plc, the AIM-quoted company focused on investing in Artificial Intelligence ("AI") related technology, is pleased to announce that it has placed 402,637,035 new ordinary shares to raise approximately £1.1 million at a price of 0.27 pence per share (the "Placing Price"), representing a 10% discount to the closing bid price on 14 October 2026 (the "Placing").

The Company has placed 263,331,053 new ordinary shares (the "Placing Shares") to raise £710,994 pursuant to its existing share issue authorities, conditional only on Admission. Furthermore, the Company has placed a further 139,305,982 new ordinary shares in the Company (the "Conditional Placing Shares") at the Placing Price, raising additional gross proceeds of £376,126 subject to the granting of the requisite shareholder authorities at a general meeting to be convened shortly and Admission (the "Conditional Placing").

Funds from the Placing and Conditional Placing have been raised from a combination of new and existing investors, which includes a new significant shareholder.

Participants in the Placing and Conditional Placings will also conditionally receive one warrant for each two ordinary shares subscribed for, exercisable at 0.311 pence for a period of two years from their date of issue (the "Placing Warrants"). In aggregate, 201,318,518 Placing Warrants have been conditionally issued. In addition, a further 11,272,142 warrants have been conditionally issued to cover certain costs associated with the Placing on the same terms as the Placing Warrants (the "Other Warrants"). The issue of the Placing Warrants and Other Warrants is conditional on shareholder authorities being granted at a general meeting to be convened shortly.

Background to the Placing

The Company continues to build a significant portfolio of AI focused companies. In particular, Sure Valley Ventures' ("SVV") second fund, SVV2, which has been cornerstoned by the British Business Bank, has been actively building its investment portfolio and this portfolio now comprises 25 companies and is expected to continue to grow until it completes its new investment phase early next year.

The Company last raised new equity from investors in December 2024 which, apart from providing funds for new investments, was also used to partially settle the Company's loan note funding that was outstanding at that point in time, which has since been settled in full. Therefore, during almost the last two years, the Company has funded its investment activities from investment realisations with no recourse to shareholders whilst, at the same time, enabling the Company to remain debt-free. The purpose of this fundraising is to provide new funds to allow the Company to carry on with its investment activities through SVV and to enable certain selected direct investments to be made which, to date, have provided significant cash returns to the Company.

Admission

Application will be made to the London Stock Exchange to admit the Placing Shares to trading on AIM ("Admission"). Admission of the new ordinary shares is expected to occur on or around 27 October 2026. The Placing Shares will rank pari passu with the existing ordinary shares.

Total voting rights

For the purpose of the Disclosure and Transparency Rules, following Admission, the enlarged issued share capital of the Company will comprise 789,993,159 ordinary shares of 0.25 pence each. The above 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 Disclosure and Transparency Rules.

This figure will increase to 929,299,141 ordinary shares if the Conditional Placing is completed. Further announcements will be made in due course as and when the Conditional Placing Shares are issued.

Nicholas Lee, Director of Mindflair plc, commented:

"We are pleased to have been able to raise over £1 million of new equity funding from a group of new and existing investors, which includes a significant new strategic investor. We have funded our investment activities for almost the last two years from realisations alone and this fundraising will allow us to continue to deploy capital in our exciting investment strategy and build our portfolio of AI focused companies."

Caution regarding forward looking statements