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Update re Proposed 4DM Acquisition

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Seed Capital Solutions PLC has provided an update on its proposed acquisition of Cuarta Dimension Medica SL, which will result in the enlarged group operating as an AI-driven medical diagnostics business. The company is progressing with transaction documentation and expects the audit of Cuarta Dimension Medica SL for the year ended 31 December 2025 to be completed by the end of April, allowing for the finalisation of its Admission Document. In conjunction with this acquisition, Seed Capital Solutions PLC intends to seek admission to trading on AIM and request the cancellation of its listing on the Official List and trading on the London Stock Exchange's main market. Shareholders will be notified of the proposed date for cancellation, which is anticipated to be the completion date for the acquisition and AIM admission. However, completion remains conditional on several factors, including the audit and an associated fundraise, and there is no certainty the transaction will proceed.

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As previously notified in the half-year report published on 9 March 2026, the Company continues to work towards finalising the documentation required for the proposed acquisition of Cuarta Dimension Medica SL ("4DM") in exchange for the issue of new ordinary shares in the Company ("Proposed Acquisition"). Subject to completion of the Proposed Acquisition, the enlarged Group will operate as a leading AI-driven medical diagnostics business, initially focused on the veterinary sector with scope to expand into the wider healthcare market.

The transaction documentation required to complete the Proposed Acquisition is well progressed and in certain instances substantially complete. The audit of 4DM for the year ended 31 December 2025 is underway and the Company expects that this should be completed towards the end of April, enabling the Company to finalise its Admission Document shortly thereafter.

The Proposed Acquisition is an Initial Transaction under UK Listing Rule 13.2.1 and accordingly, at the request of the Company, the FCA on 28 May 2025 suspended the Company's listing on the Official List and trading on the Main Market of the London Stock Exchange was also been suspended, pending the publication of further details on 4DM and the enlarged Company or an announcement that the Initial Transaction is not proceeding.

In conjunction with the Proposed Acquisition, the Company intends in due course to request the cancellation of the listing of its ordinary shares on the FCA's Official List and to cease trading on the London Stock Exchange's main market for listed securities (together, the "Cancellation"). Instead, the Company intends to apply for its enlarged issued share capital to be admitted to trading on AIM ("Admission").

Pursuant to UK Listing Rule 21.2.17R, the Company must give at least 20 business days' notice of the intended Cancellation and the Company plans to notify during April the proposed date the Cancellation is expected to become effective, being the anticipated completion date for the Proposed Acquisition and Admission. The Company will update shareholders in due course once the timetable for Cancellation is confirmed.

The Proposed Acquisition will require the Company to convene a general meeting of its shareholders, which it also intends to update shareholders about soon.

While matters relating to the Proposed Acquisition and Admission are at an advanced stage, shareholders should note that there remain several matters upon which completion of the Proposed Acquisition and Admission is conditional, including, amongst other things, completion of the audit of 4DM and the associated fundraise. Accordingly, there can be no certainty that the Proposed Acquisition and Admission will proceed. If the Proposed Acquisition and Admission do not proceed, the Company intends to withdraw any notice of Cancellation.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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