REG - Cel AI PLC - Cel AI Completes Fundraise of £500,000

CEL AIAnnouncement

23/05/2025 18:15

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RNS Number : 0656K  Cel AI PLC  23 May 2025

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23 May 2025

Cel AI PLC

("Cel AI" or the "Company")

Cel AI Completes Fundraise of £500,000 and Launches Bitcoin Treasury Reserve
Strategy

Cel AI Plc (LSE: CEL) announces it has raised gross proceeds of £500,000
(before expenses) by way of a placing (the "Placing") for a total of
111,111,111 of new ordinary shares ("Placing Shares") with institutional and
accredited investors by CMC Markets UK Plc and a direct subscription by two of
the Company's directors, Nickolas Lyth and Matthew Lodge, of 111,111,110 new
ordinary shares (the "Subscription Shares" and together with Placing Shares,
 the "New Shares"), of 0.1p each in the share capital of the Company
("Ordinary Shares") in each case at an issue price of 0.225p per Ordinary
Share, being the 22 May 2025 closing price (the "Issue Price").

The Placing Shares, when issued and fully paid, will rank pari passu in all
respects with the existing Ordinary Shares in issue and therefore will rank
equally for all dividends or other distributions declared, made or paid after
the issue of the Placing Shares.

Use of Proceeds

Net proceeds will be used to fund ongoing operations and initiate the
Company's newly approved Bitcoin ("BTC") Treasury Reserve Strategy, aligning
Cel AI with the growing cohort of public companies integrating digital assets
into corporate treasury management.

The Board notes that a growing number of publicly listed companies-including
MicroStrategy, Tesla and Block-have successfully integrated Bitcoin into their
treasury policies as a long-term store of value and inflation hedge. By
adopting a similar approach, Cel AI aims to diversify its balance sheet and
enhance capital-allocation flexibility.

UK-listed Smarter Web Company plc has incorporated a Digital Asset Treasury
Policy, accepting Bitcoin for client payments and crediting the move with
accelerating organic growth while underpinning its acquisition strategy.
Further afield, Tokyo-listed Metaplanet Inc. has accumulated more than 5,000
BTC and delivered a year-to-date treasury yield of over 120 percent after
establishing a dedicated U.S. subsidiary to expand its reserve. These examples
reinforce the Board's conviction that a disciplined Bitcoin strategy can
create tangible shareholder value.

"The early success of pioneers such as Smarter Web Company and Metaplanet
shows that thoughtful Bitcoin treasury management can strengthen the balance
sheet and signal technological leadership. We intend to follow a similarly
prudent path as we execute Cel AI's growth plans," said Olivia Edwards, Board
Chair.

Total Voting Rights:

Application will be made to the Financial Conduct Authority ("FCA") for
admission of the New Shares to the standard listing segment of the Official
List and to the London Stock Exchange (the "LSE") for admission to trading of
the Placing Shares on the LSE's Main Market for listed securities (together
"Admission"). It is expected that Admission will take place at or around 8.00
a.m. on or around 30 May 2025.

Following Admission, the Company confirms that its total issued share capital
will consist of 729,472,221 Ordinary Shares, with one voting right per
Ordinary Share. The Company does not hold any Ordinary Shares in treasury.
This figure may be used by shareholders in the Company as the denominator for
the calculations by which they will determine if they are required to notify
their interest in, or a change in their interest in, the share capital of
the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.

 

For further information, please contact:

 Cel AI
 Director

 Olivia Edwards                           investors@cel.ai
 First Sentinel Corporate Finance (FSCF)
 Corporate Broker

 Brian Stockbridge                        +44 7858 888 007

 

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy, planned work at the Company's
projects and the expected results of such work, mineral grades and mineral
reserve and resource estimates. By their nature, forward-looking statements
involve risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. Forward-looking
statements are not guarantees of future performance. The Company's actual
performance, achievements and financial condition may differ materially from
those expressed or implied by the forward-looking statements in this
Announcement. In addition, even if the Company's results of operations,
performance, achievements and financial condition are consistent with the
forward-looking statements in this Announcement, those results or developments
may not be indicative of results or developments in subsequent periods. Any
forward-looking statements that the Company makes in this Announcement speak
only as of the date of such statement and (other than in accordance with their
legal or regulatory obligations) neither the Company, nor Clear Capital nor
any of their respective associates, directors, officers or advisers shall be
obliged to update such statements. Comparisons of results for current and any
prior periods are not intended to express any future trends or indications of
future performance, unless expressed as such, and should only be viewed as
historical data.

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Matthew Lodge
 2.  Reason for the Notification
 a)  Position/status                                              Director
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Cel AI plc
 b)  LEI                                                          213800IXPX4Z2MKX2U28
 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
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Subscription of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                        Volume(s)
                                                                  0.225 pence per Ordinary Share  88,888,888 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          88,888,888

     · Price                                                      £200,000
 e)  Date of the transaction                                      23 May 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

88,888,888

£200,000

e)

Date of the transaction

23 May 2025

f)

Place of the Transaction

Outside of a trading venue

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Nicholas Lyth
 2.  Reason for the Notification
 a)  Position/status                                              Director
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Cel AI plc
 b)  LEI                                                          213800IXPX4Z2MKX2U28
 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
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Subscription of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                        Volume(s)
                                                                  0.225 pence per Ordinary Share  22,222,222

                                                                                  Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          22,222,222

     · Price                                                      £50,000
 e)  Date of the transaction                                      23 May 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

22,222,222

£50,000

e)

Date of the transaction

23 May 2025

f)

Place of the Transaction

Outside of a trading venue

 

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