RE: Warrants28 Jul 2025 13:03
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The Equity Fundraise is expected to operate as follows: the five investors introduced by MavDB (the "Investors") will, subject to the conditions described below having been satisfied, pay the subscription price for the Prepaid Warrants as a pre-payment (at which time the Company receives the £4.4 million in cash); however, the Prepaid Warrants shall remain unexercised until such time as the Investors provide an exercise notice to the Company. The Investors expect that, having invested sufficient capital to advance the business strategy, the Company's share price and liquidity will improve significantly. Accordingly, the Investors then expect to see demand for the Company's shares and be able to exercise their Warrants (within the agreed ownership thresholds detailed in the Appendix) and trade their shares.
Further details on the conditions and restrictions under of the Equity Fundraise are included in the Appendix below.
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Additional Key Terms of the Equity Fundraise
• The Company is subject to a six month standstillfrom the date of the warrant instrument on general equity issuances, subject to carve outs in respect of, amongst other things, issues in connection with existing options and warrants, issues to the Company's employee benefit trust and the Company undertaking an open offer or similar structure to existing shareholders as described above.
No Investor is permitted to exercise warrants to the extent that, as a result of such exercise, such Investor will own or control more than 2.99% of the issued ordinary shares of the Company.
• No Investor is permitted to exercise warrants (in whole or in part) held by it to the extent that, as a result of such exercise, such Investor (together with persons "acting in concert" with it, as such term is applied for the purposes of the City Code on Takeovers and Mergers) will own or control more than 29.99% of the issued ordinary shares of the Company.
September
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