Launch of Second Secured Convertible Loan Note

LONDON, ENGLAND - TAO ALPHA PLC (LSE: TAO) ("TAO" or the "Company") announced on 24 June 2025 that it has launched its "best efforts" private offering of a minimum £100,000,000 (circa $137,500,000) of its second secured convertible notes (the "Notes") pursuant to Regulation D Rule 506(c) in the United States.

The offering will be limited to Accredited Investors in the United States ("US"). The minimum investment amount per investor will be $1,000,000. Whilst there is no contractually defined minimum offering amount, the Company does not intend to close any subscriptions until it has acceptable subscription agreements in aggregate total of at least £100 million. The offering is open until 23 July 2025.

The Notes are anticipated to have the following terms:

• Secured by a first ranking debenture (in priority to the initial £5m previously announced by the Company on 17 June 2025);
• No interest or fees accrue on the balance advanced to the Company (except for customary default interest if applicable);
• Automatic conversion on (a) the approval of the requisite shareholder authorities at a specially convened general meeting and (b) the approval of a secondary prospectus resulting in admission to the Main Market of the resulting ordinary shares in the Company with a longstop date for conversion of 30 September 2025 (the "Longstop Date");
• The conversion price is fixed at £0.01 (one pence) per ordinary share;
• A maturity date of 90 days from the Longstop Date if an automatic conversion has not been triggered by then.

The definitive terms of the Notes will be finalized prior to the conclusion of the offering and will be dependent on various conditions including consideration of the macro impacts and global conditions. The Company will provide updates once definitive terms have been concluded.

Dawson James Securities is acting as the lead placement agent of the private offering of the Notes in the US.

ABOUT TAO ALPHA PLC

TAO Alpha is a London listed Main Market company. The Company provides subnet infrastructure and develops revenue generating AI agents to power the next generation of decentralized AI services. The Company has adopted a publicly announced BTC treasury which, alongside the revenue generated from its sub-net operations which is converted into BTC, is targeting being at the forefront of the decentralised AI agent economy within the crypto community.

TAO Alpha PLC