Proposed Placing and Retail Offer

Powerhouse Energy Group plc (AIM: PHE), a company focused on the conversion of non-recyclable waste into low carbon energy alongside its revenue-generating engineering consultancy division Engsolve, announces its intention to conduct a placing to raise gross proceeds of at least £0.5 million through the issue of new ordinary shares of 0.01p each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") at a price of 0.2p per share (the "Issue Price") (the "Placing").

The Placing is not available to the public and will be conducted by way of an Accelerated Bookbuild (the "Accelerated Bookbuild") which will open immediately following release of this Announcement in accordance with the terms and conditions set out in Appendix I. The Accelerated Bookbuild is expected to close at around 4.30 p.m. today, although may be closed earlier or later or may be terminated at any time prior to close at the discretion of the Bookrunner and the Company. A further announcement confirming the closing of the Accelerated Bookbuild, and the number of Placing Shares to be issued pursuant to the Placing, will be made in due course.

The terms and conditions of the Accelerated Bookbuild are set out in Appendix I to this Announcement.

Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole bookrunner and sole broker in respect of the Placing.

Use of Proceeds

The Directors are undertaking the Placing to facilitate an acceleration in the Research and Development activities of the Company, in particular to fully demonstrate the flexibility of the DMG process at the Company's Technology Centre in Bridgend, as well as to allow the Company to increase the momentum of its current project pipeline. Specifically, the net proceeds of the Placing are intended to be used as follows:

• Ballymena - Progress planning and permitting activities, develop FEED package to allow tenders for EPCm and work towards FID
• Research and Development - Continue work on development of alternative outputs from DMG, i.e. investigate alternative fuels, etc. as well as adding additional equipment to the FTU process to prove at scale
• Working Capital to include additional projects, sales and marketing, strengthening C-Suite

Retail Offering

Powerhouse is making available a retail offering to its current shareholders of up to 75,000,000 new Ordinary Shares on the same terms as the Placing to raise up to a further £150,000 (the "Retail Offering"). The Company retains the right to increase the size of the Retail Offering. Funds raised from the Retail Offering will be added to the working capital allocation.

Those investors who subscribe for new Ordinary Shares pursuant to the Retail Offering (the "Retail Offer Shares") will do so pursuant to the terms and conditions of the Retail Offering contained in a separate announcement to be released by the Company following the close of the Accelerated Bookbuild.

The Retail Offer will be conditional on closing of the Placing. The Placing is not conditional upon the Retail Offer.

Issue of Warrants

Turner Pope shall be granted such number of warrants to acquire new Ordinary Shares equal 10% of the Placing Shares and Retail Offer Shares, with an exercise price of 0.2p per share, and an expiry period of three years from the date of Admission.

Award of Share Options

The remuneration committee has authorised the grant the following share options, proposed to be under the Company's current share option scheme rules to members of the board and the Company Secretary, to further encourage incentivisation, subject to formalisation of the requisite documentation.

The new share options will have an exercise price of 0.23p, being an approximate 15% premium to the Issue Price. The options are expected to be structured to vest from six months from grant and will lapse on the fifth anniversary of the date of grant.

Directors and PDMRs included in the award are detailed in the table below:

This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices' and the terms and conditions of the Placing in Appendix I to this Announcement.

INFORMATION TO DISTRIBUTORS

UK product governance

EEA product governance

APPENDIX I

Conditions of the Placing

Admission

The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares to be issued pursuant to the Placing are condition on, inter alia:

• the Placing Results Agreement having been executed by the Company and the Bookrunner;
• the Company having allotted the Placing Shares, subject only to Admission;
• the Company having complied in all material respects with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
• none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect as at the date of the Placing Agreement and any time before Admission, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings provided by the Placing Agreement;
• the Bookrunner not having terminated the Placing Agreement prior to Admission; and
• Admission having become effective at or before 8.00 a.m. on 5 June 2026 (or such later time or date as the Company, Strand Hanson and the Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),

(together the "Closing Conditions" and each being a "Closing Condition").

The Bookrunner may, at its absolute discretion (acting in good faith), waive or extend the time for fulfilment of all or any part of any of the Closing Conditions which are capable of waiver or extension by them provided that the latest time for fulfilment of any Closing Condition shall not be later than 8:00 a.m. on the Long Stop Date. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

If: (i) at Admission, any of the Closing Conditions is not fulfilled or, where permitted, waived or extended by the Bookrunner in accordance with the Placing Agreement, or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Placing will not proceed and the Placees rights and obligations hereunder in relation to any Placing Shares that has not been unconditionally issued at such time shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Bookrunner nor any of its respective affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing, nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Right to terminate under the Placing Agreement

The Bookrunner, in its absolute discretion acting in good faith, may at any time before Admission terminate the Placing Agreement in accordance with its terms in the event that certain circumstances, including, among other things:

• any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Fundraise is, in the Bookrunner's reasonable opinion, untrue, inaccurate or misleading in any material respect in the context of the Placing, or that there has been a material omission therefrom;
• any of the warranties contained in the Placing Agreement was not materially true or accurate in any material and adverse respect, or was misleading when given or deemed given or at any time if they were to be repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate, or would be misleading, in each case in a respect which the Bookrunner considers is material and adverse in the context of the Placing or a matter has arisen which gives rise to claim under the indemnities in the Placing Agreement;
• there shall have been, occurred, happened or come into effect any event or omission affecting, or on the part of, the Company which materially and adversely affects the financial position and/or prospects of the Company and its subsidiaries taken as a whole, or which in the reasonable and proper opinion of the Bookrunner is or will be or may be materially prejudicial to the Company or to the Placing and Retail Offering;
• an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other currency, stock market or other market conditions or any change in any law or government regulation) has occurred or is likely to occur which, in the reasonable opinion of the Bookrunner, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Fundraise to proceed; for these purposes "market conditions" includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally;
• there has been an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis which has a material impact on the Company and/or the United Kingdom; or
• there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. If the Placing Agreement is terminated by the Bookrunner in accordance with its terms in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise or non-exercise by the Bookrunner of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner or for agreement between the Company and the Bookrunner and that neither the Company nor the Bookrunner need make any reference to, or consult with, Placees and that neither the Company, the Bookrunner nor any of their respective affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any admission document, prospectus or other offering document to be published in the United Kingdom or in any other jurisdiction. No admission document, offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares. In the United Kingdom, this Announcement is being directed solely at and distributed and communicated solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, the Nominated Adviser or the Bookrunner or any other person and none of the Company, the Nominated Adviser, the Bookrunner nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Neither the Company, the Nominated Adviser or Strand Hanson are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

Application for admission to trading

It is expected that admission to trading on AIM of the Placing Shares ("Admission") will take place at 8.00 a.m. on 5 June 2026 (or such later time or date as the Company and the Bookrunner may agree, not being later than the Long Stop Date) and that dealings in the Placing Shares on AIM will commence at the same time.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 5 June 2026 ("Settlement Date") in respect of the Placing Shares. Settlement will take place on a delivery versus payment basis. However, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee to be allocated Placing Shares in the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner for the Placing Shares and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

Turner Pope employs the services of GHC Capital Markets Limited ("GHCCM") as its settlement agent. Each Placee acknowledges, accepts, confirms and permits:

• the use of the GHCCM Corporate Broking Settlement Service in connection with the Placing;
• that GHCCM shall be the settlement agent in connection with money raised in connection with the Placing;
• that TPI is fully authorised to act on behalf of each Placees as such Placees agent when entering into all agreements necessary with GHCCM;
• that GHCCM will only accept instructions from Turner Pope and not from any Placee unless GHCCM is expressly authorised to do so by Turner Pope; and
• that Turner Pope is required under the Money Laundering Regulations 2017 (as amended) to undertake all anti-money laundering responsibilities in respect of any entity participating in the Placing and that they may forward this information to GHCCM if so requested, or if required to do so by law.

The relevant settlement details for the Placing Shares are as follows:

Placing

Placees will not be entitled to any fee or commission in connection with the Placing.

Representations, warranties, undertakings and further terms

• it understands that the Placing Shares:
• it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
• pursuant to another exemption from registration under the Securities Act, if available,
• it:
• is able to sustain a complete loss of an investment in the Placing Shares; and
• it is not:
• unless otherwise specifically agreed with the Nominated Adviser and the Bookrunner in writing, in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing, it is a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of POATR and in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares pursuant to the Placing, that it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
• it has the funds available to pay for the Placing Shares for which it has agreed to subscribe;
• time is of essence as regards its obligations under this Appendix;

Miscellaneous

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunner, there are no circumstances where client money can or will be held.

The provisions of these terms and conditions shall survive after the completion of the Placing.

APPENDIX 2

DEFINITIONS