Clean Power Hyd Regulatory News (CPH2)

1 July 2026

Clean Power Hydrogen plc

("CPH2" or the "Company")

Financial Results for the Financial Year ended 31 December 2025

Clean Power Hydrogen plc (AIM: CPH2), the UK-based green hydrogen technology company, announces its results for the year ended 31 December 2025 ("FY25"). 

Highlights - FY25

· First operation of scaled MFETM technology operating on a customer site, with the Company's demonstrator electrolyser (MFE110) successfully completing its Site Acceptance Test ("SAT") as validated by the customer. This confirmed CPH2's market disruptive MFE technology working at scale on a customer site for the first time.

· Successful prolonged production of high purity hydrogen in excess of 99.999vol% and 99.7wt% purity oxygen at the customer's site. Hydrogen generated with CPH2's technology exceeds fuel cell grade purity (ISO 14687). The oxygen generated exceeds medical grade purity. The high purity levels of hydrogen and oxygen allow for a wider range of potential industrial applications and enables customers to significantly improve project economics with two high value co-products.

· First time appointment of an internationally experienced Chief Commercial Officer, Richard Scott, in line with CPH2's transition into the next stage of commercialisation.

· During 2025 the Company submitted first manufacturing and design documents ("licence package") to Hidrigin and Jones Engineering for review and study in advance of manufacturing preparations in Ireland. A licence package was also submitted to its licensee BENTEC, a Helmerich & Payne ("H&P") Company, for manufacturing electrolysers in Germany.

· MoU signed with Constant Energy for supply of an initial five 1MW MFE220 next generation units.

· During the year the Company announced the design for a 5MW unit had been initiated with an initial engineering assessment that the 5MW can achieve class-leading efficiency of 48kWh/kg.

Financial highlights - 2025

· Loss of £7.1m for year ended 31 December 2025

· Cash and cash equivalents of £4.0m at 31 December 2025

· Successful fundraises completed receiving £13.7m gross proceeds during FY25

· £1.0m spent on development work in the period

Highlights - post-year end

· Siemens formal engagement commenced on 26 March 2026 with a non-binding Memorandum of Understanding ("MoU") to support CPH2's product and process development, customer introductions and go-to-market strategies.

· A non-binding MoU announced with Koch Modular Process Systems LLC (subsidiary of Koch Industries) on 7 April 2026 to explore manufacturing or licensing of up to 100MW of the Company's proprietary modular technology for the USA, Mexico and Canada markets.

· On 27 April 2026, the Company announced that it had entered a non-binding MoU with ABE Gruppe GmbH (subsidiary of BKW AG), to explore the supply, installation and long-term servicing of up to 175MW of MFETM capacity over the next ten years in Germany and Switzerland.

· First 1MW Membrane-Free Electrolyser passed the Factory Acceptance Test ("FAT") levels 1 and 2 during H1 2026. As announced on 29 May 2026, during the third and final stage of FAT3 at the Company's dedicated test-site, an incident occurred causing structural damage to the electrolyser. Initial investigations have established that the Group's proprietary membrane-free stack and associated separators were not the cause of the incident.  A third-party independent analysis and validation process will be completed by 31 August 2026 and will provide a basis upon which remedial design changes can be made.

· On 22 June 2026, the Company announced that following the incident, CPH2 has agreed a strategic pivot towards a more capital-light model, to become a global technology development and licensing company, leveraging its core capabilities and existing licencing strategy. To lead this new strategy Richard Scott will assume the role of CEO alongside James Hobson CFO, with Jon Duffy stepping down following the completion of the fundraise.

· On 25 June 2026, the Company announced a binding term sheet with Hidrigin, for amongst other things, to enter into a £750k convertible loan note, subject to conditions, and to enter into an exclusivity arrangement for a nine month period to negotiate and complete a Strategic Partnership and Manufacturing and Technology Development Agreement, with the opportunity for Hidrigin to serve as the exclusive manufacturing partner for CPH2 in the United Kingdom, Ireland, the United States, Canada and Mexico.

· On 26 June 2026, CPH2 announced that it has executed a deed of termination and settlement in respect of a subcontract with Lagan MEICA Limited ("Lagan"). The parties have agreed that subject to a successful fundraise by CPH2, to settle all matters between them, relating to the delayed delivery of the Northern Ireland Water 1MW MFE220 unit, and terminate the subcontract through the payment of a settlement sum. 

· On 1 July 2026, the Company announced a fundraise including a Firm Placing and Subscription of £2.5m gross proceeds and a further Placing, Subscription and Retail Offer of up to £7.5m gross proceeds, subject to a general meeting.

Commenting, Outgoing Chief Executive Officer of CPH2, Jon Duffy, said: "The achievements over the twelve months ending December 2025 demonstrated that our patented MFE technology not only worked but is being recognised by potential customers and partners as a standout solution. We're liberating hydrogen with a new category of electrolysis. The incident in May of 2026 will provide significant data and allow the necessary improvements to be made. CPH2's pivot to a new capital light model is the right solution for the Company. It is also right that I pass the reins onto Richard Scott. Since Richard arrived at the Company, he has shown incredible drive and leadership, which, combined with his industry knowledge and connections has enabled the Company to make significant headway internationally. It is important that the momentum is not lost and Richard takes over with my full support."

Annual Report

The Annual Report will be available on the Company's website today (https://www.cph2.com) and hard copies are expected to be posted to Shareholders on 3 July 2026.

Enquiries:

Background on CPH2

CPH2 is the holding company of Clean Power Hydrogen Group Limited which has a decade of dedicated research and product development experience that has delivered global patents in breakthrough hydrogen and oxygen production technology. The Group's strategic objective is to deliver the lowest lifetime LCOH in the market in relation to the production of hydrogen for the growing electrolysis or decentralised markets and alternative energy markets. CPH2 is listed on the AIM market and trades under the ticker AIM:CPH2.

For more information: https://www.cph2.com

CHAIRMAN'S STATEMENT

I am pleased to present the Annual Report of Clean Power Hydrogen plc ("CPH2") for the year ended 31 December 2025.

Much ill-informed debate remains around the production of hydrogen on a commercial basis. The reality is that the hydrogen market continues to grow globally, especially in regions outside of Europe. The International Energy Agency forecasts that the production of low emission hydrogen will grow from its 2024 level six-fold by 2030.

At CPH2 we have developed patented technology for the production of high purity hydrogen and above medical-grade oxygen. Our Membrane-Free Electrolyser ("MFE™") solutions are market disruptive and leading edge. However, advanced innovation is no stranger to challenges and delay. During May 2026, structural damage was sustained by the MFE220 electrolyser as it was completing its final testing at our dedicated test-site facility. The initial, internal assessment is that a hydrogen-oxygen mixture ignited during an automated depressurisation of the system, causing a loss of containment. No personnel were injured and all relevant authorities were informed. Initial investigations have established that the Group's proprietary membrane-free stack and associated separators were not the cause of the incident. The unit remains non-operational until a formal root cause analysis is approved by the board. This is expected to be completed by 31 August 2026 and will provide a basis upon which remedial design changes can be made.

Legacy electrolysis solutions can be inefficient and unreliable. This is why CPH2 has been pursuing breakthroughs to old thinking; that path is never straight forwards. We have secured proprietary technology designed to maintain efficiency across the variable power of wind and solar. By eliminating the fragile and expensive membrane at the heart of other electrolyser approaches we aim to lower capital costs and improve reliability. The combined effect is projected to deliver one of the lowest lifetime levelised costs of hydrogen produced. CPH2 will now be focused on developing these solutions and has made a strategic choice to pivot away from capital intensive electrolyser manufacturing and costly testing, towards exploiting its extensive IP, intangible assets and know-how, globally.

During the year CPH2 surpassed other milestones. We commenced the Front-End Engineering Design ("FEED") on a 5MW electrolyser arrangement using the same technology, with our ongoing Research & Development ("R&D") programme targeting world-leading efficiency.

To support continued progress during 2025 we successfully raised gross proceeds of approximately £13.7m, and in June 2026 announced a fundraise for £2.5m from institutional and retail investors and a further fundraise up to an additional £7.5m, conditional upon shareholder approval. I would like to thank our investors for their continuing support for the Company as it evolves into a new business model.

Board and senior management

To lead our new strategy, Richard Scott, who was appointed to the role of Chief Commercial Officer in June 2025, is to assume the role of Chief Executive Officer alongside James Hobson, who will remain as Chief Financial Officer.

Richard has over 30 years' experience in the energy sector, spanning senior commercial management, business and market development roles in Europe, USA and the Middle East. In October 2025, Asif Hussain was promoted to Chief Operations Director, having joined CPH2 in August 2023 as Process Engineering Manager. He is an internationally experienced engineer with a strong background in chemical synthesis, research and product development, and plant commissioning.

On successful completion of the Fundraising, I will step down from the board and Natalie Fortescue will become Non-Executive Chair, while Rick Smith will remain an Independent Non-Executive Director. This core group is already focused on managing the Company through a brief transition into a technology development and licensing business.

Jonathan Duffy, Chief Executive Officer has offered his resignation to the Board and will step down from his role during July 2026. I would like to take this opportunity to thank Jon for everything he has done to progress CPH2 during his tenure.

Outlook

I cannot overstate the commitment that has been shown by our management team and staff to achieve the considerable scientific, testing, production and commercial progress, despite the setbacks that often accompany leading edge development. Their dedication is greatly appreciated by me as I leave the Company in good hands. It has been an honour and privilege to serve as Chairman of a great British innovator. I pass on the baton at the point we have identified a strong and credible commercial opportunity through our evolving strategy in the expanding hydrogen industry, which the Company can capture for the benefit of our shareholders.

Christopher Train

Chair

CHIEF EXECUTIVE'S REVIEW

The last year was characterised by strong progress and major milestones passed until we then suffered a major delay in our innovation programme which prompted an important change of strategy. Our market disrupting MFE220 electrolyser was at the very end of its final testing when a failure occurred. This is a reality of developing leading-edge technology. The most important fact is that no personnel were injured when containment was lost.

It is greatly encouraging that the Group's proprietary membrane-free stack and associated separators were not the cause of the incident. We're already working hard to define the root cause and make the changes required. However, as a result, the company is changing strategy to focus on technology development and global licensing. We are now able to target a much broader customer base and leverage existing commercial relationships, even previous competitors, globally.

As announced, we have signed Heads of Terms for an exclusivity period to complete a Strategic Partnership and Manufacturing and Technology Development Agreement with Hidrigin. If completed they would serve as our exclusive manufacturing partner in the United Kingdom, Ireland, the United States, Canada and Mexico, both for their own use and commercial sale. Hidrigin are developers of renewable energy projects, including green hydrogen production for its commercial off takers, including Sustainable Aviation Fuel. Manufacturing of our proprietary designs will be undertaken by their partner Jones Engineering, a world class manufacturer based in Ireland.

The Company's membrane-free technology has been described by customers as the 'standout solution', and our existing intellectual property commands substantial commercial value. Therefore, we have begun executing a capital-light business model, as exemplified by the arrangement with Hidrigin. It will focus on our proven capabilities in research and development, electrolyser stack manufacture, and the ability to successfully licence fully secured intellectual property.

To date we have been granted 16 patents across 12 jurisdictions, including USA, Japan, India, and across the Middle East and Europe, with a further 17 patents pending. We also have contractual licencing arrangements for our technology with three companies covering twelve countries, along with further copyrights and designs, technology partnerships and a decade of advanced technical know-how.

Commercial Progress

The Company's R&D and Engineering teams commenced the ("FEED") process on a 5MW unit during the year. The initial engineering assessment is that the 5MW and later generation 1MW unit designs can achieve world class leading efficiency of 48kWh/kg, with the opportunity to incorporate learning for the testing incident, as the final report becomes available. Efficiency could be further bolstered by leading stack reliability and the absence of membrane efficiency degradation seen in other categories.

The successful completion of the Site Acceptance Test ("SAT") in Ireland for the MFE110 in 2025 has been transformative, validating our disruptive technology on a customer site and providing a strong foundation for future technological development in support of the hydrogen industry.

Licensees

We have intensified our focus on activating licensee partnerships around the world. During the period, CPH2 submitted manufacturing and design licence documentation to both Hidrigin in Ireland and Bentec, part of Helmerich & Payne, in support of their respective licence agreements. In each case, the comprehensive package included process, mechanical, electrical and safety design documentation, a fully defined bill of materials, and 3D layouts for the electrolyser and its sub-assemblies, enabling both partners to begin detailed preparations. We are greatly encouraged that all our licensees have expressed support following the testing incident and have maintained their licensing. Indeed, Hidrigin have further extended theirs.

These submissions mark an important step in advancing CPH2's capital-light licensing model, with Hidrigin progressing plans to deploy CPH2 licensed electrolysers across Irish solar and wind projects under its 20-year 2GW licence, and Bentec moving towards production under its 2GW licence across parts of Europe, Central Asia and the Middle East.

Building Partnerships

The Company announced engagement with Siemens, as part of a non-binding MoU to support technology development. In addition, we signed a similar arrangement with Koch Modular Process Systems LLC to explore manufacturing or licensing in USA, Canada and Mexico for 3rd party customers, and ABE Gruppe GmbH to explore supply, installation and servicing of up to 175MW of our designs. Currently none of these arrangements overlap with other licensees in place, due to the specific nature of the terms. As new substantive agreements are concluded or new licensees secured, that could change and will of course be monitored.

People

I will be stepping down from the role of Chief Executive Officer during July 2026. It has been a pleasure to lead this business since 2021. We have developed unique technology for the hydrogen industry.

Richard Scott, currently our Chief Commercial Officer will step up into the role of Chief Executive Officer alongside James Hobson, who will remain as Chief Financial Officer.

Richard has over 30 years' experience in the energy sector, 8 of which were specifically in Hydrogen developing plants in the UK, Oman, India and Texas, USA. I'm delighted that we were also able to promote Asif Hussain internally, from Process Engineering Manager to Chief Operations Director. He too is internationally experienced; an engineer with a background in chemical synthesis, research, product development, and plant commissioning.

A new leadership team is already driving day to day progress and a brief transition to our revised strategy. Our dedicated professionals are the bedrock of our achievements and future success. I remain proud of the whole team we have built at CPH2, their major successes in the first half of the period and ability manage innovation challenges in the latter half.

Our primary focus over the coming year will be activating our existing licensees and securing new partners as we pivot to a technology development and licensing business.

As I depart, I would like to extend my gratitude to our employees, shareholders and partners for their enduring support. We believe we have significant commercial opportunities to pursue with our unique technology. On your behalf the new team is to offer safe, lower cost and more reliable hydrogen and oxygen solutions to the growing hydrogen industry. The Company has the people, knowledge and partners, combined with an unwavering drive to meet our business goals.

Jon Duffy

Chief Executive Officer

FINANCIAL REVIEW

Introduction

The 2025 year demonstrated a continued laser focus on correct capital allocation to facilitate the Company's success in achieving its key milestones, while keeping tight control of expenditure over other activities. Following the incident on 28 May 2026, the Company began transitioning to a more capital-light business model through strategic partnerships and licensing, exploiting its valuable intellectual property portfolio while continuing to develop the technology. From this a dedicated effort has been made to restructure and significantly reduce costs to achieve a substantially lower cash burn going forward.

The first tranche of a fundraise on 30 June 2026 raising £2.5m (gross) together with the intended second tranche raising up to £7.5m (gross) subject to EGM which is expected to be completed during week commencing 20 July 2026, is expected to put the Company on a solid financial footing, enabling it to pursue its new strategy.

Review of financial statements

The Company incurred a loss of £7.1m for the 2025 financial year (2024: £14.4m). The prior year included one-off impairment charges of £9.1m, whereas the 2025 result reflects a more normalised cost base as the business progressed its commercialisation activities. The current year loss includes an additional £1.0m onerous contract charge (2024: £0.5m) in respect of the same contract and a £0.1m loss relating to discontinued patents.

Administrative expenses

Administrative expenses were £6.5m in 2025 (2024: £5.7m). The increase reflected higher staff and staff-related costs (an increase of £0.5m year-on-year), professional fees and travel as the Group progressed commercialisation, customer engagement and product development. This was partly offset by lower equipment hire and depreciation and amortisation charges. All overheads continued to be tightly controlled during the year.

Impairment losses

Total impairment-related charges in 2025 were £0.1m (2024: £9.1m). No impairment was required in respect of capitalised development costs, property, plant and equipment or inventory. The 2025 charge related to discontinued patents identified during the year.

Onerous contract losses

Following a review of the Group's electrolyser sales contracts, one contract continued to meet the criteria of an onerous contract in 2025. A £1.0m onerous contract loss was recognised during the year, following a £0.9m write-down against inventory (2024: £0.9m), and a £0.2m addition to the provision for future losses (2024: £0.5m). CPH2's 'first-of-a-kind' ("FOAK") 1MW electrolyser was built to achieve performance against a schedule utilising where possible existing inventory.

Taxation

The taxation credit for 2025 was £0.5m (2024: £0.5m). This comprised an accrual of £0.4m in respect of the current year's R&D tax credit claim and £0.1m prior period underestimation of tax credits. The comparative year also benefited from R&D tax credits, with a similar overall credit recognised.

Capitalised development costs

Capitalised development costs incurred during 2025 were £1.0m (2024: £2.7m). The spend reflected continued development of the MFETM platform and associated engineering activity, but at a lower level than the prior year as the Group moved from intensive development and proof activity towards commercial deployment. No impairment was required in 2025 and the carrying value of development costs at 31 December 2025 was £5.3m (2024: £4.3m).

Cash

Cash and cash equivalents at 31 December 2025 were £4.0m (2024: £0.3m). The increase reflected successful equity raises completed in January and September 2025, which generated gross proceeds of £13.7m in aggregate (£12.3m net proceeds). Net cash used in operating activities was £7.4m (2024: £5.9m), reflecting the continued investment in staff, commercialisation activity and working capital for the MFE220. Net cash used in investing activities was £1.1m (2024: net inflow of £3.7m), primarily due to capitalised development expenditure. Expenditure on fixed assets significantly reduced to only £37k (2024: £241k), reflecting the strong focus on cost control during the year. Financing activities generated £12.1m (2024: £0.02m) mostly attributable to the 2025 equity raises previously mentioned.

Accounting treatment of the incident

The incident that occurred on 28 May 2026 has had several consequential effects, including scrapping the damaged unit, the settlement of a customer contract, a change in business strategy to licencing and manufacturing partnerships, and a potential insurance recovery. These have been treated as a non-adjusting post balance sheet date event, as the evidence suggests that the conditions causing the incident occurred after 31 December 2025. Refer to note 22 to the financial statements for further information.

Going concern

On the 30 June 2026, CPH2 agreed an equity fundraise seeking £3.3m (net) in investment to support the Company in achieving its next milestones. The fundraising will be over two tranches. The successful first tranche fundraise was agreed on 30 June 2026, raising £2.5m gross proceeds. The Board received comfort letters from its brokers for the second tranche for an additional £3m. The second tranche of up to £7.5m is subject to shareholder approval at the general meeting which is expected during week commencing 20 July 2026. The Board is confident that shareholders will vote in favour of the resolution, following which funds will be released. In assessing the Group's ability to continue as a going concern, the Board has prepared cash flow forecasts for the period to 30 June 2027, being at least twelve months from the expected date of approval of the financial statements. The forecasts assume completion of the proposed fundraising in two tranches and implementation of the planned restructuring actions. The first tranche is expected to provide short-term liquidity. Completion of the second tranche, which is subject to approval of the necessary share issuance authorities at a general meeting, is required to provide sufficient funding for the full going concern assessment period and is not wholly within the Group's control at the date of approval of the financial statements.

The Directors consider that there is a reasonable basis to expect the proposed fundraising to complete and, on that basis, that the Company and the Group will have adequate resources to continue in operational existence for at least twelve months from the date of approval of the financial statements. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis. However, as completion of the second tranche is not wholly within the Group's control at the date of approval of the financial statements, this condition indicates the existence of a material uncertainty which may cast doubt on the Company's and the Group's ability to continue as a going concern.

Upon reviewing the financial forecasts and carefully considering a number of scenarios, these show that the Company and the Group will be able to operate within the level of cash reserves and that Directors have a reasonable expectation that CPH2 have adequate resources to continue in operational existence for a period of 12 months from the date of approval of these financial statements and consider the going concern basis to be appropriate.

Outlook

Whilst the incident has been very disappointing, I am pleased to say that following an accelerated restructuring and repositioning program, combined with the fundraise, CPH2 is well-positioned to capitalise on its valuable intellectual property portfolio in a more sustainable, lower cost manner.

James Hobson

Chief Financial Officer

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 December 2025

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 December 2025

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 December 2025

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2025

CONSOLIDATED CASH FLOW STATEMENT

For the year ended 31 December 2025

1 Summary of significant accounting policies and general information

Clean Power Hydrogen plc is a public company incorporated in the United Kingdom and quoted on the Alternative Investment Market ("AIM"). The registered address of the Company is Unit D Parkside Business Park, Spinners Road, Doncaster, England, DN2 4BL. The principal activity of the Company is as a holding company for subsidiaries engaged in the development of a patented method of hydrogen and oxygen production together with the development of a gas separation technique which enables hydrogen to be produced as 'green hydrogen' and oxygen to medical grade purity.

The Group financial statements have been prepared in accordance with UK adopted international accounting standards ("IFRS") and in accordance with the requirements of the Companies Act 2006.

The Parent Company financial statements have been prepared under applicable United Kingdom Accounting Standards (FRS101 'Reduced Disclosure Framework'). The principal accounting policies applied in the preparation of these consolidated and separate financial statements are set out below.

These policies have been consistently applied to all the years presented, unless otherwise stated.

The financial statements are drawn up in Sterling, the functional currency of the company and the Group. The level of rounding for the financial statements is the nearest thousand pounds.

The preparation of financial statements requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements, are disclosed in note 2 of the Annual Report.

Exemptions

FRS 101 allows a qualifying entity certain disclosure exemptions, subject to certain conditions, which have been complied with, and the Company has taken advantage of the following exemptions:

· IAS 7 Statement of cash flows;

· IFRS 7 Financial instruments disclosures;

· IAS 24 Key management remuneration.

Basis of consolidation and merger accounting

The Company was incorporated on 19 August 2021 with one £0.01 ordinary share and on 1 February 2022, became the group parent company when it issued 185,267,700 £0.01 ordinary shares in exchange for all the ordinary shares in its subsidiary Clean Power Hydrogen Group ("CPHGL"). In addition, warrants and options over ordinary shares in CPHGL were converted, on equivalent terms, to warrants and options over 26,911,940 shares in the Company. This was considered not to be a business combination within the scope of IFRS3. This was a key judgement, and as a transaction where there was no change in the shareholders or holdings, is accordingly accounted for using merger accounting with no change in the book values of assets and liabilities and no fair value accounting applied.

The consolidated financial statements present the results of the Company and its subsidiaries ("the Group") as if they have always formed a single group. Intercompany transactions and balances between Group companies are therefore eliminated in full. The share capital presented is that of Clean Power Hydrogen plc with the difference on elimination of CPHGL's capital being shown as a merger reserve.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group.

Going concern

The Board has assessed going concern for the period to 30 June 2027, being at least twelve months from the expected date of approval of the financial statements.

In assessing the Group's and Company's ability to continue as a going concern, the Board has prepared cash flow forecasts for the period to 30 June 2027 based on likely future operations. The forecasts assume completion of the proposed fundraising in two tranches and implementation of the planned restructuring actions, including the transition to a capital-light business model. Subject to completion of the fundraising, the Company has also taken steps to address previously unquantified risks relating to customer deposits and contractual supply obligations, including the Hidrigin arrangements. The forecasts do not rely on sales revenue and do not include potential upside from the insurance claim, the sale of inventory or the sale of certain fixed assets.

Provided both tranches of the fundraising complete as planned, the forecasts indicate that the Company and the Group will have sufficient cash resources to meet their liabilities as they fall due throughout the going concern assessment period. The Directors therefore consider that there is a reasonable basis to expect the proposed fundraising to complete and, on that basis, that the Company and the Group will have adequate resources to continue in operational existence for at least twelve months from the date of approval of these financial statements. Accordingly, the Directors consider it appropriate to prepare the financial statements on a going concern basis. However, completion of the second tranche, which is subject to approval of the necessary share issuance authorities at a general meeting, is required to provide sufficient funding for the full going concern assessment period and is not wholly within the Group's control at the date of approval of these financial statements. This condition indicates the existence of a material uncertainty which may cast doubt on the Company's and the Group's ability to continue as a going concern. These financial statements do not include the adjustments that would result if the Company or the Group were unable to continue as a going concern.

ENDS