RE: Massive patent and technological advancement. Raise @ 300% premium.19 Nov 2025 11:00
The EGM Resolutions are passed, once the Reclassification completes the CLN will automatically convert into 4,284,037,559 new NPV Ordinary Shares at a conversion price of £0.0000426 (0.00426p), representing a discount of 65% to the closing mid-market price of an Ordinary Share on 5 November 2025. These shares would be issued utilising the share issuance authorities granted at the EGM.
· If the EGM Resolutions are not passed, the Company will attract a 428% penalty charge under the CLN, equivalent to £780,980. As a result, the amount due under the CLN will increase to £963,480. The CLN will automatically convert at a conversion price of 0.02249p, being the Current Par Value, resulting in the issue of 4,284,037,559 new Ordinary Shares. These shares would be issued utilising the Company's existing authorities to issue new Ordinary Shares on a non-pre-emptive basis.
As a result, a total of 4,284,037,559 new shares in the share capital of the Company will be issued pursuant to the CLN conversion (the "Subscription Shares" and, together with the Placing Shares, the "Fundraising Shares"). In total, 4,995,464,860 Fundraising Shares will be issued, equivalent to 50% of the Company's share capital as would be enlarged by the Fundraising. Based on the cash that the Company will receive pursuant to the Fundraising and the total number of Fundraising Shares that will be issued, the average theoretical price at which the Fundraising Shares have been issued is 0.0065p, representing a discount of 43% to the closing mid-market price of an Ordinary Share on 5 November 2025. The Fundraising Shares will rank pari passu with the Company's existing ordinary share capital.