REG - Cel AI PLC - Result of £10m Conditional Fundraising

CEL AIAnnouncement

30/06/2025 07:00

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RNS Number : 8619O  Cel AI PLC  30 June 2025

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30 June 2025

 

CEL AI PLC

(the "Company")

 

Result of £10m Conditional Fundraising

 

Cel AI PLC (LSE: CLAI) is pleased to announce that it has successfully raised
gross proceeds of £10 million pursuant to a placing, conducted via an
accelerated bookbuild process (the "Placing"), and direct subscriptions (the
"Subscriptions"), in each case at a price of 0.2p per share (the "Issue
Price").

 

In aggregate, 5,000,000,000 new ordinary shares of 0.1p each in the share
capital of the Company ("New Shares") will be issued pursuant to the Placing
and Subscriptions (together, the "Fundraising") at the Issue Price,
conditional upon the passing of the Resolutions.

 

OAK Securities acted as sole broker and bookrunner in connection with the
Placing.

 

The net proceeds of the Fundraising will be used to acquire BTC and fund
ongoing operations, enhancing the Company's capital allocation flexibility and
providing a potential hedge against inflation, in line with the Company's
mission to integrate AI innovation with a robust Bitcoin treasury strategy.

 

Olivia Edwards, Executive Chairperson of Cel AI PLC, commented:

"We are pleased to have the support of both existing and new shareholders as
we move forward. This funding provides us with the resources to continue
growing our core business and delivering on the opportunities ahead. At the
same time, introducing a Bitcoin treasury approach will enable us to take a
forward-thinking stance on capital management, supporting long-term value
creation while staying true to our belief in technology-led resilience."

 

Director Participation in the Fundraising

 

Olivia Edwards, Executive Chairperson, has subscribed for a total of
125,000,000 New Shares. The Subscription and beneficial holdings of Olivia
Edwards before and after the Fundraising are set out below:

 

 Director        Existing beneficial shareholding                  Fundraising Shares  Beneficial shareholding following the Fundraising
                 Ordinary Shares    Warrants over Ordinary Shares  Ordinary Shares                                Warrants over Ordinary Shares
 Olivia Edwards  nil                10,000,000                     125,000,000         125,000,000                10,000,000

( )

Posting of Shareholder Circular and General Meeting

The Fundraising is conditional upon, inter alia, upon the passing of the
certain resolutions ("Resolutions") to be proposed at a general meeting
(expected to be held at 14:00 on 17 July 2025 at Fladgate LLP, 16 Great Queen
Street, London WC2B 5DG) ("General Meeting").  A circular to shareholders
convening the General Meeting is expected to be posted on 1 July 2025 and will
be available to download on the Company's website at www.getcel.ai/investors.

 

The Resolutions must be passed by Shareholders at the General Meeting in order
for the Fundraising to proceed.

 

Should Shareholders wish to ask any questions in relation to the Resolutions,
they are encouraged to contact the Company prior to the General Meeting by
email at investors@cel.ai with the subject line "GM Question".

 

Recommendation

 

The Directors consider the Fundraising to be in the best interests of the
Company and its Shareholders as a whole and, accordingly, unanimously
recommend Shareholders to vote in favour of the Resolutions to be proposed at
the General Meeting.

 

The Fundraising is conditional, amongst other things, upon the passing of the
Resolutions at the General Meeting. Shareholders should be aware that, if the
Resolutions are not passed at the General Meeting, then the Fundraising will
not proceed.

 

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.

 

Enquiries:

 

 Cel AI PLC                                                   investors@cel.ai
 Olivia Edwards, Executive Chairperson

 First Sentinel Corporate Finance (FSCF) - Corporate Advisor  +44 7858 888007

 Brian Stockbridge

 OAK Securities - Broker to Cel AI PLC                        +44 20 3973 3678

 Jerry Keen / Calvin Man                                      jerry.keen@oak-securities.com

calvin.man@oak-securities.com

 

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