£300,000 Convertible Loan Notes & Corporate Update

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PINEAPPLE POWER CORPORATION PLC

("Pineapple Power" or the "Company")

Subscription for £300,000 Convertible Loan Notes & Corporate Update

Pineapple Power Corporation plc (LSE: PNPL), the Main Market listed cash shell, is pleased to announce that a consortium of private investors (the "Investors"), introduced by the Company's Broker, AlbR Capital Limited, have subscribed for £300,000 unsecured Convertible Loan Notes (the "CLNs"), together with associated Warrants (as defined below, the "Subscription"). This investor group, made up of new and existing shareholders, is led by William Potts, who will subscribe for £145,000 of the CLNs, representing approximately 48.3% of the aggregate value thereof. The proceeds will be used to strengthen the Company's balance sheet and provide working capital as the Board advances its strategy to identify and execute a value-accretive reverse takeover transaction.

Background & Use of Proceeds

The Company was created to evaluate and execute on reverse takeover ("RTO") opportunities. The Board considers it essential that the Company is appropriately funded to meet the costs of ongoing due diligence, legal and corporate finance advisory work, and general working capital requirements as it progresses towards a transaction.

The net proceeds of the Subscription will be applied to improve the Company's net cash position and to provide the working capital necessary to move forward its ongoing investment and acquisition strategy. Specifically, the proceeds will allow the Company to complete its outstanding audit, engage with the FCA and the LSE to restore its listing and resumption of trading in its shares and begin to evaluate RTO candidates. 

Appointment of Nicholas Nelson

Nicholas Nelson will join the Board of Pineapple Power with immediate effect as a Non-Executive Director. He has significant experience in UK plc corporate finance and governance, and in RTO transactions.

Directorships and further disclosures in relation to Nicholas Nelson are as follows:

Current directorships / partnerships:

● Graft Bio Limited Appointed: 24/9/2024

● Solvonis Therapeutics Plc (formerly Graft Polymer (UK) Plc Appointed: 15/3/2024

Previous directorships / partnerships held within the last five years:

● Nexfin Limited 12397111 (dissolved 14/1/25) 10/1/2020 to 14/01/25

● SOPS Connect Limited Directorship 06/04/21 to 01/10/21

● SulNOx Fuel Fusions Limited Directorship 27/2/19 to 04/12/20

● Phimedix Plc (dissolved) Directorship 11/3/2020 to 18/10/22

Nicholas has been issued with £20,000 of CLNs, with associated Warrants (as defined below) following his £20,000 contribution to this funding round plus a further £9,000 of CLNs and associated Warrants will be issued, in full satisfaction of a bridging loan made by him to the Company. The FCA notification made in accordance with the requirements of UK MAR is appended further below. Nicholas does not hold any Ordinary Shares or other interests in shares in the Company.

Save as set out above, there is no further information to be disclosed in respect of Nicholas

Nelson pursuant to UKLR 6.4.8R.

Details of the CLNs and Warrants

The Company has issued for cash £300,000 unsecured convertible loan notes, the entire gross proceeds of which will be drawn down immediately. Additionally, as noted above, the Company has issued £9,000 of CLNs to satisfy the bridging loan made by Mr Nelson.

The CLNs have a loan term of 12 months from the date of issue. The CLNs are convertible into ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") at a conversion price of £0.0025 per share ("Conversion Price"). Conversion will take place on:

● completion of an RTO;

● expiry of the term of the CLNs; or

● any CLN holder serving a conversion notice on the Company.

The CLN includes standard terms relating to events of default. The CLNs are interest-free except in connection with repayment on an event of default, or otherwise at the election of the Company, in which circumstances interest at the rate of 8% per annum on the principal amount of the notes will be applied as from the date of redemption to the date of expiry of the loan term.

The Investors will additionally be granted warrants to subscribe for ordinary shares (Warrants) in respect of an aggregate exercise amount of £300,000. Each Investor will be granted Warrants of an aggregate exercise amount equal to the amount of CLNs subscribed for by that Investor. The Warrants are exercisable at price equal to the Conversion Price. The Warrants are exercisable for a period of three years from the date of issue. Mr Nelson will additionally be granted Warrants in respect of the £9,000 CLNs issued to him in satisfaction of his bridging loan, on like terms.

No Investor is permitted to convert the CLNs, and / or exercise any Warrants, held by it to the extent that, as a result of such conversion and / or exercise, the Investor (together with persons acting in concert with it) will own or control more than 29.9% of the issued ordinary share capital of the Company.

The maximum share issuance on full conversion of the CLNs is 123,600,000 Ordinary Shares, and the maximum share issuance on exercise in full of the Warrants is a further 123,600,000 Ordinary Shares.

Regulatory Position & Corporate Update

Audit Completion & Resumption of Trading

A precondition to restoring trading in the Company's ordinary shares is the publication of its outstanding annual accounts. The Board is engaged with its auditors to undertake the audit on an expedited basis, and a portion of the Subscription's net proceeds will fund this effort. The Board will update shareholders by further announcement once a specific timetable has been established.

RTO Pipeline & Strategy

The Board is actively evaluating a pipeline of RTO opportunities, focused on identifying businesses with strong growth fundamentals capable of delivering long-term returns for shareholders. The appointment of Nicholas Nelson as Non-Executive Director significantly enhances the Board's capacity to originate and execute on such opportunities. Also, a certain portion of the Company's outstanding creditors have been satisfied as part of this investment round. The Board is in discussions with remaining creditors to settle outstanding debt, some of which may be partly settled in equity. The Board believes the Company is now well positioned to make material progress towards completing a transaction, subject to further financing, and will update the market by way of further RNS announcements in accordance with its obligations under the UKLR and UK MAR.

Chairman's Statement

Claudio Morandi, Chairman of Pineapple Power Corporation plc, commented:

"I am delighted to welcome this highly experienced consortium of industry veterans as strategic stakeholders in the Company. To secure the backing of investors with such a strong track record of value creation is a powerful endorsement of our corporate ambitions. This investment brings deep industry networks and UK corporate finance expertise to the table. The Board and I look forward to working in close collaboration with our new partners as we evaluate potential Reverse Takeover (RTO) opportunities.

The injection of capital via this Convertible Loan Note (CLN) strengthens our net cash position and ensures the Company is capitalized for its next stage.

As a key element of this investment, Nicholas Nelson will join the Board. His experience and expertise will bring depth and reach to our RTO plans. I look forward to working closely with him.

While we remain sector-agnostic at this juncture, our objective is clear: to identify and acquire a business with exceptional growth fundamentals that can deliver substantial, long-term returns to shareholders. With a fortified balance sheet and an enhanced Board, we are now firmly on a path toward completing a significant RTO. This is a compelling new chapter for the Company, and I look forward to updating the market as our discussions progress."

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them

ENQUIRIES

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