REG - Adalan Ventures PLC - Issue of Equity, CLN & Warrants

Adalan VenturesAnnouncement

Mon 07:00

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RNS Number : 5968Y  Adalan Ventures PLC  30 March 2026

Not for release or distribution, directly or indirectly, within, into or in
the United States or to or for the account or benefit of persons in the United
States, Australia, Canada, Japan or any other jurisdiction where such offer or
sale would violate the relevant securities laws of such jurisdiction.

 THIS ANNOUNCEMENT WAS DEEMED BY THE COMPANY TO CONTAIN INSIDE INFORMATION AS
STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
WITH THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INFORMATION IS NOW CONSIDERED
TO BE IN THE PUBLIC DOMAIN.

30 March 2026

Adalan Ventures Plc

("Adalan" or the "Company")

Issue of Equity, Warrants and CLN

Adalan Ventures plc (the "Company" or "Adalan") is pleased to announce it has
raised gross proceeds of £405,000  to provide working capital, via a
subscription for a total of 10,125,000 new ordinary shares of £0.01 par value
each ("Ordinary Shares") (the "Fundraise Shares") at a price of 4 pence per
new Ordinary Share ("Issue Price") (the "Fundraise"). The Issue Price
represents a discount of approximately 11% to the closing mid price of the
Ordinary Shares on 6 December 2023 (being the last trading date prior to the
suspension of trading in the shares on the London Stock Exchange pending
completion of the proposed reverse takeover of Topos Network Pte. Ltd.
("RTO").

Director & Secretary Fee Shares

In addition, as part of clearing up the balance sheet in advance of the
proposed RTO, the Company has agreed to convert certain liabilities on the
balance sheet into equity and a convertible loan note relating to unpaid fees
for the three years until 31 December 2025.

The Company has settled £382,340 of outstanding fees and £16,905 of debt
(including interest) owed to the Secretary through the of the issue of
9,981,133 new Ordinary Shares at the Issue Price ("Fee Shares"), as follows:

 Name             Position                Number of Fee Shares to be issued
 Simon Retter*    Company Secretary       7,968,623
 Malcolm Groat**  Non-Executive Chairman  2,012,510

* of these 7,601,123 ordinary shares will be held by Stonedale Management and
Investments Ltd ("Stonedale"), a company owned and controlled by Simon Retter.

** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this
company.

 

In addition, the Company has settled a liability with a consultant resulting
in the issue of 1,609,990 new Ordinary Shares at the Issue Price.

Issue of Convertible Loan Note and Deal Fee

Siro Cicconi has agreed to apply the sum of £503,067 he is due for his
director fee for the three years to 31 December 2025 to subscribe for
£503,067 of convertible loan notes ("CLN Notes") constituted under a loan
note instrument dated 28 March 2026 ("CLN Instrument").  The CLN Notes will
automatically convert, at the Issue Price, upon the completion of the RTO,
conditional upon the Company obtaining sufficient authority to allot the
relevant Ordinary Shares.  Siro will also have an option to convert the CLN
Notes at any time (subject to regulatory restrictions). Where the Company does
not have sufficient authority to allot the relevant Ordinary Shares the
Company will be obliged to obtain that authority as soon as reasonably
practicable.

Simon Retter through Stonedale and Siro Cicconi have been engaged on the RTO
on behalf of the Company and they have agreed to continue to assist the
Company with this transaction and the board has recognised that this has and
will require a greater time commitment from them and so the board has been
agreed to award them an additional fee for their work in respect of the RTO.
Siro Cicconi will subscribe for £345,000 of convertible loan notes and Simon
Retter, via Stonedale, will be issued 4,312,500 Ordinary Shares at the Issue
Price ("Deal Fee Shares").

Following the issue of Deal Fee Shares, Fee Shares and Fundraise Shares ("New
Shares"), the aggregate holding of the Directors and Company Secretary will
be:

                Position                 Number of Ordinary Shares held prior to the issue of New Shares  % held prior to the issue of the New Shares                                                            % held post issue of the New Shares

                                                                                                                                                       Number of Ordinary Shares held post issue of New Shares

 Name
 Siro Cicconi*  Chief Executive Officer  32,000,000                                                       62.3                                                                                                   41.4

                                                                                                                                                       32,000,000
 Simon Retter   Company Secretary        490,000                                                          1.0                                                                                                    16.5

                                                                                                                                                       12,771,123
 Malcolm Groat  Non-Executive Chairman   -                                                                -                                                                                                      2.6

                                                                                                                                                       2,012,510

 

*Held through Zaim Holding SA

 

Issue of RTO Warrants and IPO Warrants

The Company has agreed to issue warrants over 20,000,000 Ordinary Shares to
certain Directors and Paul Auger, a former director and consultant, to
subscribe for new Ordinary Shares at the Issue Price ("RTO Warrants"), valid
for a period of 3 years from completion of the RTO. The award of the RTO
Warrants is conditional upon the RTO occurring within 12 months of the date of
grant of the options and the Company having sufficient authority to allot
shares.

The Company issued a number of warrants in connection with its IPO in November
2019, none of which were exercised due to unforeseen events affecting the
Company's previous trading business and such warrants have now expired. The
Company has agreed, subject to shareholder approval, to reissue the expired
options and warrants to the Directors, Secretary and others totalling
2,975,000 new Ordinary Shares. These new warrants will have an exercise period
of 3 years ("IPO Warrants") from grant (being 28 March 2026). These IPO
Warrants are exercisable at 25p per Ordinary Share being the original exercise
price adjusted for the share consolidation undertaken in July 2023.

The Company proposes to issue the following IPO Warrants to the Company's
Directors and Secretary:

Warrants held

 Name             Position                Previous holding of warrants  Number of RTO Warrants  Number of IPO Warrants  Resultant holding of warrants
 Simon Retter*    Company Secretary       -                             7,312,500               645,000                 7,957,500
 Siro Cicconi     CEO                     -                             12,187,500              1,075,000               13,262,500
 Malcolm Groat**  Non-executive Chairman  -                             300,000                 215,000                 515,000

* to be held by Stonedale, a company owned and controlled by Simon Retter.

** to be held by MMM Consulting Pte Ltd, Malcolm Groat is a consultant to this
company.

 

Other brokers and consultants have been awarded IPO Warrants over 1,040,000
Ordinary Shares.

The issue of the Ordinary Shares pursuant to the exercise of the RTO Warrants
and IPO Warrants is subject to the Company obtaining shareholder authority for
these issues.

Update on the RTO

The Company previously provided an update in respect of the RTO on 22 October
2025.  The Company has agreed with Topos Network Pte. Ltd. ("Topos") and its
owners in respect of the revisions to the term sheet dated 31 July 2023 (as
amended) ("Term Sheet") to reflect, amongst other things, the changes to
Adalan capital structure outlined in this announcement. The Company is also in
discussion and expects to agree a loan of up to £850,000 from Topos to the
Company ("Loan Agreement") to assist in funding the costs of the RTO and the
Company's working capital.

Further announcements regarding the acquisition by the Company of the entire
issued share capital of Topos and RTO will be made as and when appropriate.

Admission and Total Voting Rights

Following admission of the New Shares, which is expected to occur at 8.00 a.m.
on or around 31 March 2026. The total number of Ordinary Shares in issue will
be 77,376,123 and the total number of voting rights thereafter will be
77,376,123 and this figure may be used by shareholders 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 and Transparency Rules ("DTR").

Related Party Transactions

The issue of certain of the Director Shares, IPO Warrants, RTO Warrants and
CLN Notes constitute related party transactions for the purposes of DTR 7.
The details of these transactions required by DTR 7 have been disclosed above.

Siro Cicconi, CEO of the Company, commented:

"Dear Shareholders, the matters announced today represent an important
milestone on the path the Company is taking towards the RTO: all material debt
on the Balance sheet has now been cleared, with minimal commercial and trade
liabilities remaining, which will be settled within the ordinary course of
business. Despite the difficulties presented by the current general financial
environment, Adalan is steadily moving towards the goal we have set ourselves,
and we expect to issue further updates regarding the evolution of the RTO
process in the near future "

 

Enquiries:

 Adalan Ventures Plc
 Siro Cicconi           info@adalanventures.com

 Strand Hanson Limited  Tel: +44 (0) 20 7409 3494
 Christopher Raggett
 Abigail Wennington
 Imogen Ellis

Further information on the Company is available at https://adalanventures.com/
(https://adalanventures.com/)

PDMR Notification Forms

The information set out below is provided in accordance with the requirements
of Article 19(3) of the UK Market Abuse Regulation.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM:

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         1.    Simon Retter

                                                                  2.    Malcolm Grout

 2.  Reason for the Notification
 a)  Position/status                                              1.    Company Secretary

                                                                  2.    Non-executive Chairman

 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Adalan Ventures plc
 b)  LEI                                                          213800Z4MI9KSZA2VW72
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of £0.01 each
     Identification Code                                          GB00BMXTZ463
 b)  Nature of the transaction                                    1.    Issue of Director and Secretary Fee Shares in lieu of fees

                                                                  2.    Issue of Director and secretary Fee Shares in lieu of fees

 c)  Price(s) and volume(s)                                       Price(s)

                                                                  1.    Issue price of £0.04 per Ordinary Share

                                                                  2.    Issue price of £0.04 per Ordinary Share

                                                                  Volume(s)

                                                                  1.    7,968,623 Ordinary Shares

                                                                  2.    2,012,510 Ordinary Shares

 d)  Aggregated information:

     · Aggregated volume                                          N/A

     · Price
 e)  Date of the transaction                                      28 March 2026
 f)  Place of the Transaction                                     Outside of a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Simon Retter
 2.  Reason for the Notification
 a)  Position/status                                              Company Secretary
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Adalan Ventures plc
 b)  LEI                                                          213800Z4MI9KSZA2VW72
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of £0.01 each
     Identification Code                                          GB00BMXTZ463
 b)  Nature of the transaction                                    Deal Fee Shares in lieu of fees

 c)  Price(s) and volume(s)                                       Price(s)

                                                                  Issue price of £0.04 per Ordinary Share

                                                                  Volume(s)

                                                                  4,312,500 Ordinary Shares

 d)  Aggregated information:

     · Aggregated volume                                          N/A

     · Price
 e)  Date of the transaction                                      28 March 2026
 f)  Place of the Transaction                                     Outside of a trading venue

 

 

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