Pre-AGM Fundraising Update
£500,000 fundraising via placing, subscription and convertible loan notes ahead of AGM on 21 August 2026.
- Fundraising total £500,000
- Raising via Placing and Subscription £353,800
- Raising via convertible loan notes £146,200
- Issue price per share £0.00117
- CLN conversion price per share £0.00117
- Expected total Ordinary Shares post-conversion 534,761,487
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The Company notes that, ahead of the AGM to be held on 21 August 2026 at 10.00 am, the Fundraising of £500,000 will now comprise: (i) £353,800 raised via a combination of the Placing and Subscription, in consideration for the issue of new Ordinary Shares at an issue price of £0.00117 per share; and (ii) £146,200 raised in consideration for the issue of convertible loan notes ("CLNs"), convertible into Ordinary Shares, at a conversion price of £0.00117 per share. The CLNs will be convertible at the option of the noteholders, subject to customary conditions, prior to the maturity date of 24 months from the date of the CLN instrument. The CLNs will not attract interest and will be unsecured.
Accordingly, it is proposed that the chairman of the AGM, in accordance with the Company's articles of association, will, at the AGM, propose an amendment to Ordinary Resolution 5 of the Notice of AGM so that Resolution 5(a) reads: "up to a maximum aggregate nominal amount of £42,735.05 representing, post Sub-division, 302,393,162 Fundraising Shares and 124,957,265 Ordinary Shares to be issued on conversion of convertible loan notes."
The AGM Circular disclosed that Ruskin Capital Limited ("Ruskin Capital") was due to subscribe for £155,000 in the Fundraising but now will be replaced by Albany Capital Limited ("Albany Capital"), a Guernsey company ultimately controlled by David Rowland. Albany Capital has agreed to subscribe for (i) £80,000 in consideration for the issue of 68,376,068 Fundraising Shares; and (ii) £75,000 in consideration for the issue of £75,000 in principal value of CLNs. Following the issue of the Fundraising Shares and conversion of the CLNs to be issued to Albany Capital, together Ruskin Capital and Albany Capital will hold the following number of Ordinary Shares in the share capital of the Company:
| Event | Total number of Ordinary Shares | % of the existing share capital of the Company | % of the enlarged share capital of the Company upon completion of the admission of all of the Fundraising Shares | % of the enlarged share capital of the Company post CLN conversion (assuming all CLNs are converted) |
|---|---|---|---|---|
| Ordinary Shares currently held | 7,926,655 | 7.38% | 1.93% | 1.67% |
| Upon completion of the admission of all of the Fundraising Shares | 76,302,723 | 18.62% | 16.10 | |
| Post CLN conversion (assuming all CLNs are converted) | 140,405,287 | 26.26% |
Pursuant to the Fundraising, the two proposed directors to be appointed to the board shortly following the conclusion of the AGM and the passing of the AGM Resolutions, will be issued and interested in, the following number of Ordinary Shares in the share capital of the Company:
| Proposed Director | Ordinary Shares | % of the enlarged share capital of the Company upon completion of the admission of all of the Fundraising Shares |
|---|---|---|
| Neil Jefferey | 14,957,265 | 3.65% |
| David Mason | 14,957,265 | 3.65% |
The AGM Circular disclosed that David Mason would be joining the board as an executive director. Instead, David Mason will now be joining the board of directors as a non-executive director.
The revised share capital statistics and expected timetable of principal events are listed below.
Capitalised terms in this announcement shall have the same meaning as in the Circular.
The Directors of the Company accept responsibility for the contents of this announcement.
| Number of Ordinary Shares to be issued on conversion of the CLNs (assuming all CLNs are converted) | 124,957,263 |
| Number of New Ordinary Shares and Fundraising Shares in issue immediately following the Placing and the Subscription and conversion of all of the CLNs | 534,761,487 |
| EXPECTED TIMETABLE OF PRINCIPAL EVENTS | |
| Publication of the Circular and Notice of AGM | 15 July 2026 |
| Latest time and date for receipt of Forms of Proxy in respect of the Annual General Meeting | 10:00 am on 19 August 2026 |
| Record Date for the Annual General Meeting | 6:00 pm on 19 August 2026 |
| Annual General Meeting | 10:00 am on 21 August 2026 |
| Record date for the Sub-division | 6:00 pm on 21 August 2026 |
| Issue of the Fundraising Shares | On or around 24 August 2026 |
| Expected admission to trading of the Fundraising Shares: 29,914,530 97,435,897 75,897,436 56,837,607 42,307,692 | 28 August 2026 01 September 2026 03 September 2026 07 September 2026 09 September 2026 |
| CREST accounts credited with the Fundraising Shares | 24 August 2026 |
| Fundraising Share certificates despatched | Within 10 working days of the date of Admission |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.