Aiq Limited Regulatory News (AIQ)

6 July 2026

AIQ Limited

("AIQ" or the "Company")

Convertible Loan Note instrument to raise up to £2m, Deed of Variation amending existing Convertible Loan Notes and Related Party Transactions

AIQ (LSE: AIQ) is pleased to announce that, on 3 July 2026, it entered into a convertible loan note agreement with China International Securities Ltd ("CISL" or the "New Noteholder"), a Hong Kong-based securities firm, for the issue of up to £2m of unsecured interest-free convertible loan notes (the "New Loan Notes") and the Company issued the initial New Loan Note of £0.5m on that date. In addition, the Company announces the amendment of certain terms of the convertible loan note instruments that were executed by the Company on 24 January 2022 (the "Existing Convertible Loan Note Facilities"), as announced by the Company on 25 January 2022, 31 July 2023 and 24 February 2025 and 16 February 2026.

The New Loan Notes

The proceeds of the New Loan Notes will be used for working capital purposes, including advancing the Company's pursuit of data centre construction projects and the activities of its subsidiary, AIQ Vision. The Company may also use part of the proceeds for debt repayment.

As noted in the Company's final results on 26 February 2026, AIQ Vision is dedicated to building and operating a world-leading computing services platform, positioning the Company as both an "AI Infrastructure" provider and a Global ICT Services Provider. The business potential in this sector is driven by a surge in demand for generative AI and increasingly stringent data sovereignty requirements. As major economies pass laws requiring critical data to be stored within specific borders, the demand for high-reliability, localised infrastructure, particularly facilities with the highest security and reliability standards, continues to grow.

CISL is a well-established securities firm and a subsidiary of one of the leading financial services groups in Hong Kong. With extensive experience in capital markets, corporate finance and underwriting, CISL has a strong reputation for managing a wide range of financial instruments. It has a proven track record of supporting its investments, including on international bourses, with a disciplined investment approach focused on long-term value creation. CISL was primarily attracted to the Company by the prospects for AIQ Vision and the Board believes that they will be a supportive long-term partner.

Summary terms of the New Loan Notes

The remaining New Loan Notes of up to £1.5m may be issued in tranches up to and including 14 August 2026.

The New Loan Notes have an expiration date of 3 July 2028 ("Expiration Date") and can be repaid, in part or in full, by the Company on 31 December in any year prior to the Expiration Date by giving not less than 14 days' written notice to the New Noteholder.

The New Loan Notes shall be convertible into new ordinary shares of the Company at a price of 5p per ordinary share. The New Loan Notes shall be convertible, in part or in full, at any time from the date of issue until the Expiration Date by the New Noteholder giving to the Company at least one week's written notice (the "Conversion Notice"), provided that such conversion would not result in the New Noteholder (together with any persons acting in concert with them) holding, owning or controlling more than 25% of the total issued ordinary share capital of the Company (or the total voting rights exercisable at a general meeting of the Company) immediately following such conversion.

In the event of the Company receiving a Conversion Notice in circumstances where the Company would be required to publish a prospectus in relation to the application to trading of such Ordinary Shares, the Company shall have the sole right to reject such notice. In addition, the New Noteholder shall not be permitted to issue a Conversion Notice if they are in possession of any unpublished price sensitive or inside information as such terms are defined in the UK Criminal Justice Act 1993 and the Market Abuse Regulation (as in force in the United Kingdom).

The Existing Convertible Loan Note Facilities

Li Chun Chung, Soon Beng Gee (on behalf of GBS Infinity Holding Ltd) and Lee Chong Liang (on behalf of ML Infinity Holding Ltd) (together, the "Existing Noteholders") have signed agreements (the "Agreements") by way of deeds of variation, dated 3 July 2026, to amend certain terms of their Existing Convertible Loan Note Facilities.

Under the terms of their Agreements, the expiration date of the convertible loan notes issued under the Existing Convertible Loan Note Facilities (the "Existing Loan Notes") has been extended to 3 July 2028; the conversion price has been amended to 5p per ordinary share; in return for the lowering of the conversion price, the holders of the Existing Loan Notes have also agreed to forego any future interest payable on their respective notes from the date of the signing of their Agreements; and the Existing Loan Notes are now freely transferrable, subject to satisfactory KYC and AML being carried out on proposed transferees. All other details of the Existing Convertible Loan Note Facilities remain unchanged and are as set out in the Company's announcement of 25 January 2022.

Related Party Transactions

The Existing Noteholders are deemed to be related parties by virtue of their combined shareholdings of 38.5% and Li Chun Chung being an Executive Director of the Company. Harry Chathli, being the Independent Non-Executive Chairman, considers that the terms of the Agreements are fair and reasonable insofar as the Company's shareholders are concerned.

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