REG - Cel AI PLC - Grant of Warrants and PDMRs

CEL AIAnnouncement

18/07/2025 18:30

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RNS Number : 7504R  Cel AI PLC  18 July 2025

 

18 July 2025

Cel AI PLC

 

("Cel AI" or "the Company")

Grant of Warrants and PDMRs

Cel AI Plc (LSE: CLAI), the AI agent deployment platform with a strategic
Bitcoin treasury focus, announces that it has granted a total of 256,000,000
Warrants to three Directors of the Company as well as to its broker and
advisor to subscribe for new ordinary shares of £0.001 each ("Warrants").

Except for the Warrants granted to the Company's broker, all other Warrants
are exercisable at £0.002 per ordinary share and have an exercise period
limit of five years. One-third of the Warrants become exercisable immediately
upon the grant becoming unconditional, with the remaining two-thirds vesting
quarterly over a period of three years from the grant date. The Warrants
granted to the Company's broker, in settlement of fees, vest immediately, are
exercisable at £0.002 per ordinary share, and have a three-year exercise
period.

Details of the Warrants granted to Directors are as follows:

 Director         Number of Warrants being issued  Total number of Warrants held including this issue
 Olivia Edwards   10,000,000                       20,000,000
 Elliot Fielding  2,500,000                        2,500,000
 Misha Sher       1,000,000                        4,000,000

Following the issue of the Warrants and exercise of Warrants, the Company will
have a total of 315,581,594 warrants in issue.

Correction to Previous Announcement

Further to the 'Completion of Fundraising and PDMR Holdings' announcement
released earlier today, it was stated that 5,000,000,000 new ordinary shares
would be issued. However, as announced on 27 June 2025, the Company has
already issued 90,726,389 Subscription Shares as part of the Fundraising.

Accordingly, the Company will now issue the remaining 4,909,273,611 new
ordinary shares pursuant to the Placing and Subscriptions.

All other details remain unchanged. Defined terms used but not defined in this
announcement have the meanings set out in the announcement released by the
Company on 27 June 2025 and 30 June 2025.

Enquiries:

 Cel AI
 Director

 Olivia Edwards                           via FSCF
 First Sentinel Corporate Finance (FSCF)
 Financial Adviser

 Brian Stockbridge                        +44 7858 888 007
 OAK Securities
 Corporate Broker                         +44 20 3973 3678 / +44 7432

 Jerry Keen / Calvin Man                  270007

                                          jerry.keen@oak-securities.com

                                          calvin.man@oak-securities.com

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Olivia Edwards
 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  Warrants over ordinary shares
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  GBP 0.002  10,000,000
 d)  Aggregated information:

     · Aggregated volume                                          10,000,000

     · Price                                                      £20,000
 e)  Date of the transaction                                      18 July 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

10,000,000

£20,000

e)

Date of the transaction

18 July 2025

f)

Place of the Transaction

Outside of a trading venue

 

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Elliot Fielding
 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  Warrants over ordinary shares
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  GBP 0.002  2,500,000
 d)  Aggregated information:

     · Aggregated volume                                          2,500,000

     · Price                                                      £5,000
 e)  Date of the transaction                                      18 July 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

2,500,000

£5,000

e)

Date of the transaction

18 July 2025

f)

Place of the Transaction

Outside of a trading venue

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Misha Sher
 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  Warrants over ordinary shares
     Identification Code                                          GB00BK964W87
 b)  Nature of the transaction                                    Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration
 c)  Price(s) and volume(s)                                       Price(s)   Volume(s)
                                                                  GBP 0.002  1,000,000
 d)  Aggregated information:

     · Aggregated volume                                          1,000,000

     · Price                                                      £2,000
 e)  Date of the transaction                                      18 July 2025
 f)  Place of the Transaction                                     Outside of a trading venue

d)

Aggregated information:

· Aggregated volume

· Price

 

1,000,000

£2,000

e)

Date of the transaction

18 July 2025

f)

Place of the Transaction

Outside of a trading venue

 

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