Result of Placing & Notice of General Meeting
Quantum Base Holdings PLC has successfully raised £4.04 million before expenses through a placing of 19,253,282 shares, with a retail offer aiming to raise an additional £0.75 million. This fundraising is conditional on shareholder approval at a General Meeting scheduled for December 19, 2025, with a circular expected to be posted on December 3, 2025. Directors Adrian Collins and Mark Fahy are participating in the placing, subscribing for 47,619 and 47,333 shares respectively, which is considered a related party transaction and has been deemed fair and reasonable by independent directors. The placing shares are expected to be admitted to trading on AIM around December 22, 2025.
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596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.
UNLESS OTHERWISE DEFINED, CAPITALISED TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT PUBLISHED AT APPROXIMATELY 6.00 P.M. (GMT) ON 02 DECEMBER 2025.
QUANTUM BASE HOLDINGS PLC
("Quantum Base", the "Company" or the "Group")
Result of Placing
and
Posting of Circular and Notice of General Meeting
Quantum Base (AIM: QUBE), the quantum science company focused on creating a new global standard in authentication, is pleased to announce that, further to its announcement published on 2 December 2025 in respect of the proposed Placing, the Company has raised £4.04 million (before expenses) by way of the issue of 19,253,282 Placing Shares at the Issue Price.
As part of the Fundraising, the Company also announced details of a Retail Offer to be made to existing Shareholders and new Retail Investors to raise up to an additional £0.75 million through the issue of up to 3,571,428 Retail Offer Shares, at the Issue Price. The Retail Offer is being conducted via the RetailBook Platform. The Retail Offer is expected to close at 1.00 p.m. (GMT) on 5 December 2025, and the results of the Retail Offer will be announced later that day.
Posting of Circular and Notice of General Meeting
The Placing and Retail Offer are each conditional, inter alia, upon Shareholders approving the Resolutions at the General Meeting which is expected to be held at the Department of Physics, Physics Avenue, Lancaster University, Lancaster, LA1 4YB at 10.00 a.m. on 19 December 2025. The Circular, which contains Notice of the General Meeting in respect of the Fundraising, is expected to be posted to Shareholders on 3 December 2025 and will also be available on the Company's website at https://quantumbase.com/.
Directors' Participation
Details of the Directors' participation in the Placing is set out as follows:
| Name | Number of Existing Ordinary Shares | Number of Placing Shares subscribed for | Total number of Ordinary Shares held on Admission | Percentage of Enlarged Share Capital on Admission* |
|---|---|---|---|---|
| Adrian Collins | 216,450 | 47,619 | 264,069 | 0.30% |
| Mark Fahy | 696,727 | 47,333 | 744,060 | 0.86% |
Notes:
* Assuming full take-up of the £0.75 million Retail Offer.
Related Party Transactions
Adrian Collins and Mark Fahy, Directors of Quantum Base, have agreed to participate in the Placing for 47,619 Placing Shares and 47,333 Placing Shares respectively, they currently hold approximately 0.34 per cent. and 1.10 per cent. respectively of the Existing Ordinary Shares. Therefore, the issue of Placing Shares to the Directors Adrian and Mark constitute a related party transaction pursuant to Rule 13 of the AIM Rules by virtue of their status as Directors of the Company.
The independent directors of the Company for the purpose of the Fundraising, being Tom Taylor, Robert Young, Phillip Speed and Lucy Tarleton having consulted with the Company's nominated adviser, Strand Hanson, considers the terms of Adrian Collins and Mark Fahy's participation in the Placing to be fair and reasonable insofar as the Shareholders are concerned.
Admission
Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM, which is expected to take place at 8.00 a.m. on or around 22 December 2025 (or such later date as the Company, Cavendish and Strand Hanson may agree, but in any event not later than 8.00 a.m. on 22 January 2026).
Information to Distributors
UK Product Governance Requirements
The UK 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 UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
EU Product Governance Requirements
The EU 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 EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.
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