AFC Energy Regulatory News (AFC)

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

24 June 2019

AFC Energy PLC

("AFC Energy" or the "Company")

Subscription of 22,214,584 Ordinary Shares to raise £1.066 million

and grant of 3,000,000 warrants

AFC Energy (AIM: AFC), the leading alkaline fuel cell power company, is pleased to announce that it has raised £1.066 million before expenses by way of subscription for 22,214,584 ordinary shares of 0.1 pence each ("Ordinary Shares") at 4.8 pence per Ordinary Share (the "Issue Price") (the Subscription Shares") (the "Subscription").

The net proceeds of the Subscription are expected to be used in the delivery of reference projects, working capital and other purposes to support delivery of the Company's Go-to-Market strategy. This strategy is focused on preparation for commercial deployment and the strengthening of the Company's supply chain.

The Issue Price represents a discount of 12 per cent to the closing price of 5.46 pence on 20 June 2019. The Subscription is not being underwritten and is conditional on admission of the Subscription Shares to trading on AIM. The Subscription is being conducted pursuant to the existing authorities granted to the Directors of the Company at its annual general meeting on 30 April 2019. The Subscription Shares represent approximately 4.8 per cent of the Company's issued share capital as enlarged by the Subscription Shares.

Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM ("Admission") and it is expected that such Admission will occur at 8.00 a.m. on 25 June 2019. The Subscription Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Subscription Shares, respectively and will otherwise be identical to and rank on Admission pari passu in all respects with the existing Ordinary Shares. The Subscription Shares are not being made available to the public and are not being offered or sold into any jurisdiction where it would be unlawful to do so.

Following Admission, the Company will have 447,987,790 Ordinary Shares in issue, none of which will be held in treasury. Accordingly, the total number of voting rights in the Company will be 447,987,790 and shareholders may use this figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The Board of AFC Energy has also agreed to grant warrants to external commercial representatives over a total of 3,000,000 Ordinary Shares.

The warrants will be exercisable at a price of 4.8 pence per Ordinary Share, being the same as the Issue Price and will be exercisable within two years following the date of grant. The vesting of the warrants will be subject to the achievement of certain commercial targets.

Following the issue of these warrants, there will be a total of 7,243,800 options and warrants in issue, representing 2.8per cent of the fully diluted share capital of the Company.

Adam Bond, Chief Executive Officer at AFC Energy, said "We are very pleased to have received further demand for this Subscription from both new and existing shareholders, particularly at a 60% premium to the Company's last subscription announced on 12 April 2019. This funding will now further support AFC Energy's go to market strategy and delivery of our targets for 2019."

About AFC Energy

AFC Energy plc is commercialising a scalable alkaline fuel cell system, to provide clean electricity for on and off grid applications. The state-of-the-art technology, pioneered over the past twelve years in the UK, is designed to address key target markets in electric vehicle charging, stationary off grid diesel generation displacement, energy storage and across large petrochemical facilities where by-product hydrogen is surplus to requirements.