CTAI — Catenai News Story

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REG - Catenai PLC - Result of AGM, Issue of Equity, Warrants

CatenaiAnnouncement

12/05/2025 13:30

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RNS Number : 3058I Catenai PLC 12 May 2025

12 May 2025

Catenai PLC

("Catenai" or the "Company")

Result of AGM, Issue of Equity, Warrants,

Director/PDMR Shareholding, Related Party Transaction

Catenai PLC (AIM: CTAI), the AIM quoted provider of digital media and
technology, announces that, at its Annual General Meeting held today, all
resolutions were duly passed. In addition, the Company announces a related
party transaction and the issue of additional equity as set out further below.

Sub-Division

As announced on 17 April 2025, pursuant to the Sub-Division, each Existing
Ordinary Share in the capital of the Company will be subdivided into one New
Ordinary Share of 0.01 pence each and one New Deferred Share of 0.19 pence
each.

Issue of Equity

Pursuant to the Placing and Subscription announced on 11 April 2025, the
Company has issued 500,000,000 New Ordinary Shares at the Placing Price.

In addition, as announced on 11 April 2025, accrued director fees of £45,000
have been settled through the issue of 30,000,000 new ordinary shares at the
Placing Price as detailed in the table below ("Director Settlement"):

Director Current Shares Shares issued in lieu of salary Resultant shareholding following Admission Resultant % Shareholding following Admission
John Farthing 2,287,503 6,666,666 8,954,169 0.93%
Brian Thompson 11,263,759 23,333,334 34,597,093 3.60%

Furthermore, the Company has also issued 25,600,000 New Ordinary Shares at the
Placing Price to settle creditor liabilities of £38,400 ("Creditor Shares").
16,000,000 of the Creditor Shares have been issued to Sanderson Capital
Partners Ltd ("Sanderson Capital Partners") for consultancy and business
development services in relation to the proposed Alludium investment announced
11 April 2025.

The issue of Creditor Shares to Sanderson Capital Partners constitutes a
related party transaction for the purposes of Rule 13 of the AIM Rules by
virtue of Sanderson Capital Partners being a shareholder of more than 10% of
the Company's current issued share capital (the "Transaction"). Brian Thompson
and John Farthing, being directors of the Company independent of the
Transaction, having consulted with the Company's nominated adviser, Cairn
Financial Advisers LLP, consider that the terms of the Transaction are fair
and reasonable in so far as the Company's shareholders are concerned.

Issue of Warrants

As announced on 11 April 2025, the Company's broker, Shard Capital Partners,
has been issued warrants over 20,000,000 new ordinary shares in the Company.
The warrants will be exercisable for a period of 36 months from the date of
Admission with an exercise price of 0.18 pence per new ordinary share ("Broker
Warrants").

The Company has issued 132,500,000 warrants over new ordinary shares
("Director Warrants"), as announced on 11 April 2025 and on 6 May 2025, to
directors to align themselves with shareholders and reward them in the event
of significant share price appreciation, as set out in the table below.

Brian Thompson John Farthing Sarfraz Munshi
Chairman CEO/CFO Non-Exec
Warrant Terms Number Number Number
Exercise price £0.0018 for 12 months 15,000,000 25,000,000 -
Exercise price £0.003 for 18 months 20,000,000 30,000,000 -
Exercise price £0.0035 for 18 months - - 42,500,000
Total 35,000,000 55,000,000 42,500,000

Update re Investment in Alludium

Further to the announcement on 11 April 2025, the Company has now received
shareholder approval at the AGM for the proposed investment in Alludium. The
Company is finalising a subscription agreement with Alludium.

Admission

Application will be made to the London Stock Exchange to admit the New
Ordinary Shares to trading on AIM. Admission of the New Ordinary Shares is
expected to occur on or around 15 May 2025. The new ordinary shares will rank
pari passu with the existing ordinary shares.

Total Voting Rights

For the purpose of the Disclosure and Transparency Rules, following the issue
of shares detailed above the enlarged issued share capital of the Company will
comprise 962,174,451 ordinary shares of 0.01p each. The above 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 Disclosure and Transparency
Rules.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meaning as set out in the announcement on 17 April 2025.

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person who arranged for release of this
announcement on behalf of the Company was John Farthing, Interim Chief
Executive Officer of the Company and the Directors of the Company are
responsible for the release of this announcement.

For further information please contact:

Catenai PLC +44 (0)20 7183 8666
John Farthing, Interim Chief Executive Officer

Cairn Financial Advisers LLP (Nominated Adviser) +44(0)20 7213 0880
Liam Murray/Ludovico Lazzaretti/James Western

Shard Capital Partners LLP (Broker) +44 (0)20 7186 9952
Damon Heath

Notes to Editors:

About Catenai PLC

Catenai is an AIM quoted provider of digital media and technology services.
The Company specialises in IT solutions that solve commercial challenges and
create opportunities for its clients, with an increasing focus incorporating
AI into its platforms. The Company has an experienced IT team of project
managers and integrators who have deployed systems across corporate,
government and educational sectors.

http://www.catenaiplc.com (http://www.catenaiplc.com)

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be,
forward looking statements. Forward looking statements are identiﬁed by
their use of terms and phrases such as ''believe'', ''could'', "should"
''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'',
"expect", ''will'' or the negative of those, variations or comparable
expressions, including references to assumptions. These forward looking
statements are not based on historical facts but rather on the Directors'
current expectations and assumptions regarding the Company's future growth,
results of operations, performance, future capital and other expenditures
(including the amount, nature and sources of funding thereof), competitive
advantages, business prospects and opportunities. Such forward looking
statements reﬂect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors.

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely

associated

a. Name A) John Farthing

B) Brian Thompson

2 Reason for notification
a. Position/Status A) Director of the Company

B) Director of the Company
b. Initial notification/ Initial notification

Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a. Name Catenai plc
b. LEI 2138007I2D8YWPMSP544
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 pence each

Identification Code ISIN: GB00BN7DVG54

b. Nature of the transaction Issue of new ordinary shares pursuant to Director Settlement
c. Price(s) and volume(s) Price Volume
A) 0.15p A) 6,666,666
B) 0.15p B) 23,333,334

d. Aggregated information

- Aggregated Volume

- Price
e. Date of the transaction 12 May 2025
f. Place of the transaction AIM

Aggregated information

- Aggregated Volume

- Price

Date of the transaction

12 May 2025

Place of the transaction

AIM

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely

associated

a. Name A) John Farthing

B) Brian Thompson

2 Reason for notification
a. Position/Status A) Director of the Company

B) Director of the Company
b. Initial notification/ Initial notification

Identification Code ISIN: GB00BN7DVG54

b. Nature of the transaction Warrants over new ordinary shares exercisable for 12 months from Admission
c. Price(s) and volume(s) Price Volume
A) 0.18p 25,000,000
B) 0.18p 15,000,000

d. Aggregated information

- Aggregated Volume

- Price
e. Date of the transaction 12 May 2025
f. Place of the transaction AIM

Aggregated information

- Aggregated Volume

- Price

Date of the transaction

12 May 2025

Place of the transaction

AIM

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely

associated

a. Name A) John Farthing

B) Brian Thompson

2 Reason for notification
a. Position/Status A) Director of the Company

B) Director of the Company
b. Initial notification/ Initial notification

Identification Code ISIN: GB00BN7DVG54

b. Nature of the transaction Warrants over new ordinary shares exercisable for 18 months from Admission
c. Price(s) and volume(s) Price Volume
A) 0.3p 30,000,000
B) 0.3p 20,000,000

d. Aggregated information

- Aggregated Volume

- Price
e. Date of the transaction 12 May 2025
f. Place of the transaction AIM

Aggregated information

- Aggregated Volume

- Price

Date of the transaction

12 May 2025

Place of the transaction

AIM

Notification of a Transaction pursuant to Article 19(1) of Regulation (EU) No.
596/2014
1 Details of the person discharging managerial responsibilities/person closely

associated

a. Name Sarfraz Munshi
2 Reason for notification
a. Position/Status Director of the Company

b. Initial notification/ Initial notification

Identification Code ISIN: GB00BN7DVG54

b. Nature of the transaction Warrants over new ordinary shares exercisable for 18 months from Admission
c. Price(s) and volume(s) Price Volume
0.35p 42,500,000

d. Aggregated information

- Aggregated Volume

- Price
e. Date of the transaction 12 May 2025
f. Place of the transaction AIM

Aggregated information

- Aggregated Volume

- Price

Date of the transaction

12 May 2025

Place of the transaction

AIM

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CTAI — Catenai News Story

REG - Catenai PLC - Result of AGM, Issue of Equity, Warrants

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