Clean Power Hydrogen - Proposed Fundraising
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THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF CLEAN POWER HYDROGEN PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER WOULD BE UNLAWFUL.
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1 July 2026
Clean Power Hydrogen plc
("CPH2", the "Company" or the "Group")
Proposed Firm Placing of £2.54 million
Proposed Conditional Placing of £0.46 million
Proposed Directors Subscription of £10,000
Proposed Conditional Subscription to raise up to £4.0 million
Proposed Retail Offer targeting a minimum raise of £0.5 million
at a price of 1.5 pence per share
Clean Power Hydrogen plc (AIM: CPH2), the UK-based green hydrogen technology company, today announces that it has conditionally raised approximately £2.54 million (before fees and expenses) through a firm placing ("Firm Placing") of 169,333,333 new ordinary shares ("Firm Placing Shares") of 1 pence each in the capital of the Company ("Ordinary Shares").
In addition, the Company has conditionally raised a further £0.46 million through a conditional placing of 30,666,667 new Ordinary Shares (the "Conditional Placing Shares") (the "Conditional Placing" and together with the Firm Placing, the "Placing"), in each case at an issue price of 1.5 pence per Ordinary Share (the "Issue Price"). Turner Pope Investments (TPI) Ltd ("TPI"), the Company's placing agent, reserves the right to add to the Conditional Placing, after prior consultation with the Company.
Furthermore, the Company recognises the importance of its retail Shareholders and, in particular, the significant contribution of clients of West Hill Capital LLP ("West Hill") to the Company's successful capital raises both pre- and post- the Company's admission to trading on AIM in 2022. West Hill has informed the Company that its clients have indicated an intention to subscribe for up to £4.0 million of new Ordinary Shares at the Issue Price and the Company is, therefore, proposing an additional subscription for new Ordinary Shares (the "Subscription Shares" and the "Subscription").
Certain Directors, and elected Directors, of the Company have noted their intention to subscribe for 666,667 new Ordinary Shares (the "Directors Subscription Shares") at the Issue Price (the "Directors Subscription").
The Company intends to provide existing Shareholders who have not taken part in the Placing with the opportunity to subscribe for 33,333,333 new Ordinary Shares (the "Retail Offer Shares" and together with the Firm Placing Shares, Conditional Placing Shares, Subscription Shares and Directors Subscription Shares, the "New Ordinary Shares") and targeting a minimum raise of £0.5 million (before fees and expenses) at the Issue Price by way of a retail offer to be conducted on the Bookbuild platform (the "Retail Offer" and, together with the Placing, Subscription and the Directors Subscription, the "Fundraising"). The Company reserves the right to increase the amount raised from existing shareholders pursuant to the Retail Offer subject to prior consultation with TPI. A separate announcement will be made shortly regarding the Retail Offer and its terms.
Under the components of the Fundraising outlined above, the Company will issue up to 500,666,666 New Ordinary Shares at the Issue Price to raise up to £7.5 million before expenses.
The Firm Placing is conditional on, among other things, admission of the Firm Placing Shares to trading on AIM, which is expected to be on or around 7 July 2026 ("First Admission"). The Subscription, Directors Subscription and Retail Offer are conditional on, among other things, obtaining approval of the Company's shareholders at a general meeting of the Company, expected to be held at the offices of K&L Gates LLP, One New Change, London EC4M 9AF at 11:00 a.m. on 20 July 2026 ("General Meeting") and admission of the Subscription Shares, Directors Subscription Shares and Retail Offer Shares to trading on AIM, which is expected to be on or around 22 July 2026 ("Second Admission").
The Firm Placing is not conditional upon the Conditional Placing, the Retail Offer, Directors Subscription or the Conditional Subscription. For the avoidance of doubt, the Retail Offer is not part of the Placing, Directors Subscription or the Subscription.
Cavendish Capital Markets Limited is acting as nominated adviser in connection with the Fundraising and TPI is acting as placing agent in connection with the Placing and as retail offer coordinator in connection with the Retail Offer.
Background to and Reasons for the Placing
Introduction
CPH2 is the developer of market disrupting and IP-protected Membrane-Free Electrolyser ("MFE") technology for the co-production of high purity hydrogen and above medical-grade purity oxygen. CPH2 has developed a brand-new category of electrolysis technology. Unlike legacy approaches to electrolysis such as Alkaline Water Electrolysis and Proton Exchange Membrane electrolysers, CPH2's technology avoids fragile, unreliable and expensive membranes, platinum group metals and PFAS "forever chemicals" (banned in several countries), while operating efficiently with variable and intermittent renewable power from wind and solar.
Market
Under its new capital light model, CPH2 will target organisations making use of, or developing projects that require, Membrane free electrolysis, mixed gas handling technology or any of the subsystem processes used in MFE, as applicable to Alkaline or PEM electrolysis. The Company has identified over 100 major organisations which can be profitably addressed globally, representing thousands of projects. Previous supplier relationships and competitors have now become target clients. Electrolysers Market Report 2025-2031 from MaketsandMarket™ valued this space at over US$14 billion.
Technology
The Company's MFE system is modular, fully automated and designed for low operating and maintenance costs. A patented cryogenic heat‑exchange process enables production of advanced industry‑grade hydrogen and medical grade oxygen, with very low stack degradation and high reliability. CPH2's MFE110 demonstrator unit has successfully completed Factory Acceptance Tests ("FAT") and Site Acceptance Tests at Northern Ireland Water's wastewater treatment site in Belfast. The MFE110 has demonstrated independently verified higher-value hydrogen purity of 99.999mol%, exceeding fuel cell grade purity requirements, and oxygen of 99.7%, exceeding medical grade purity requirements and marking a clear contrast with traditional electrolysers which are required to vent their lower purity oxygen.
The Company's 1MW unit, the MFE220 ("MFE220"), is based on the technology previously deployed with Northern Ireland Water with the MFE110. The MFE220 electrolyser has successfully completed FAT1 and FAT2. As announced on the 29 May 2026, during the third and final stage of FAT3 at the Company's dedicated test-site, an incident occurred causing structural damage to the electrolyser. Initial assessments conclude that a hydrogen-oxygen mixture ignited during an automated depressurisation of the system causing a loss of containment. The initial report highlighted three potential causes of the ignition that are currently being investigated further. Firstly, approximately 100g of moisture is believed to have passed through the cryogenic separation unit. Secondly, particles may have been present downstream or introduced during installation at the exposed external site. Thirdly, gas velocity in valve 705 is understood to have exceeded European Industrial Gases Association standards. In combination these factors may have been the root cause of the ignition. No personnel were injured and it has been concluded that the Group's proprietary membrane-free stack and associated separators were not the cause of the incident. The MFE220 unit will remain non-operational until a third-party and independent analysis and validation process is completed by expert consultants and approved by the Board, which is expected by 31 August 2026.
As announced 5 June 2026 following the incident, the Board has concluded that the Company does not currently have the financial, engineering or technical resources required to complete a full manufacturing and re-testing process for the MFE220 design. Consequently, CPH2 commenced the process of identifying a manufacturing partner to undertake the MFE220 testing programme. Subsequently, on 25 June 2026, CPH2 announced a binding term sheet (the "Term Sheet") with Lisheen H2 Energy Park Limited ("Hidrigin") to negotiate a strategic partnership under which Hidrigin, through Jones Engineering, could become CPH2's exclusive manufacturing partner across the UK, Ireland, the US, Canada and Mexico. The Board is confident that, with this potential manufacturing partner in place, the MFE220 can complete the full testing, as the MFE110 has successfully demonstrated.
Strategy
Strategically, CPH2 aims to deliver licensable technology that can deliver the lowest levelised cost of hydrogen ("LCOH") in this sector of the market. Previously, the Company's business model involved a two-fold manufacturing and licensing strategy. Going forward, with respect to the Board's decision to not progress with manufacturing activities, CPH2 is adopting a capital-light business model focused on its proven ability to licence fully secured intellectual property, derived from its ongoing and advanced research and development capability. The Company has now been granted 16 patents across 12 jurisdictions, including USA, Japan, India and across the middle east. There are a further 17 patents pending.
The Company expects to progress a strategy centred on the efficient commercialisation and further global licensing of its intellectual property, with additional strategic and manufacturing partnerships being actively evaluated. CPH2 is expected to licence upgraded designs for the successfully FAT3 tested MFE110 electrolyser including upgraded designs for the successfully FAT2 tested larger scale MFE220 technology and pursuing FAT3 with larger manufacturing partners. Discussions have been held with a number of interested manufacturing parties and early progress has been made with CPH2 signing a binding Term Sheet with Hidrigin, relating to Hidrigin subscribing for a secured £750,000 convertible loan note ("CLN") (for further commercial details please see Current Trading). As part of the Term Sheet, the Company and Hidrigin have agreed to, within 28 days of the Term Sheet, enter into an exclusivity arrangement lasting nine months to negotiate and complete a Strategic Partnership and Manufacturing and Technology Development Agreement, with the opportunity for Hidrigin to serve as the exclusive manufacturing partner of CPH2 in the United Kingdom, Ireland, the United States, Canada and Mexico. This approach is intended to enable the Company to focus on the efficient commercialisation and further global licensing of its intellectual property. More broadly, the proposed transaction is intended to support the Company's transition towards a lower-cost, IP-led technology development and licensing model.
Current licensing partners include BENTEC Solutions (formerly Kenera Energy Solutions; Middle East and parts of Europe), Fabrum (Australia and New Zealand) and Hidrigin (Ireland). A non-binding agreement with Koch Modular (part of the Koch Industries) has been signed to also explore licensing for USA, Canada and Mexico. A non-binding agreement with ABE Gruppe GmbH and BKW AG has been signed to explore the deployment of 175MW of electrolysis capability from CPH2 across Switzerland and Germany. The Company has an engagement with Siemens, as part of a non-binding MoU to support technology development.
The new strategy will leverage existing and extensive IP to support a broader industrial client base with licensable tech and know-how. Revenue is expected to be generated through Technology Transfer Agreements via packaged sales of existing IP-based insight and capability.
Changes in Management
To lead this new strategy, the Board has resolved that Richard Scott, who was appointed to the role of Chief Commercial Officer in June 2025, is to assume the role of Chief Executive Officer (subject to standard regulatory due diligence checks), alongside James Hobson, who will remain as Chief Financial Officer. Natalie Fortescue will become Non-Executive Chair, while Rick Smith will remain an Independent Non-Executive Director. This core group is already focused on managing the Company through a brief transition into a technology development and licensing business.
Jonathan Duffy, Chief Executive Offer, and Christopher Train, Non-Executive Chair, have both offered their resignations to the Board and will step down from their roles. The Board changes will take effect following the completion of the Fundraise.
Reasons for Fundraising
The majority of the funds raised since IPO have been invested in engineering development, independent safety validation, supply‑chain development and manufacturing readiness, culminating in the commercial launch of the MFE220 unit and the progression of customer deployments.
The Company's working capital position remains constrained and CPH2 is undertaking a significant cost reduction programme. The expected cost base from October 2026 is £210k per month from previous forecasted £800k for the same period and management is focused on execution of the new capital-light business model, which is underpinned by finalising the root-cause-analysis of the MFE220 test site incident and its required redesign. The net proceeds of the Fundraise will be used to implement the new strategy, along with providing the Company with the necessary working capital for a 12-month period ending June 2027.
Directors Participation
Certain Directors of the Company have noted their intention to participate in the Fundraising via the Directors Subscription. This subscription is for an aggregate of 666,667 Directors Subscription Shares at the Issue Price. A further announcement will be made in due course regarding the Directors Subscription. Details of the intended participation in the Directors Subscription are set out below:
Name
Title
Number of existing Ordinary Shares
Number of Directors Subscription Shares subscribed for
Resulting shareholding following subscription
James Hobson
Chief Financial Officer
161,666
333,334
495,000
Richard Scott
Chief Executive Office Elect
500,000
333.333
833,333
A separate announcement will be released in due course relating to the Directors Subscription once the Directors Subscription has been finalised.
Broker Warrants
Under the Placing Agreement, TPI will be issued with warrants equal to ten per cent. of the number of Ordinary Shares issued in connection with the Fundraising, entitling the holder to subscribe for one new Ordinary Share at the Issue Price for five years following Admission.
In addition, the Company has agreed with West Hill that West Hill will be issued with warrants equal to ten per cent. of the number of Ordinary Shares issued in connection with Subscription, entitling the holder to subscribe for one new Ordinary Share at the Issue Price for five years following Admission.
These broker warrants will be issued following the General Meeting and settlement of all shares to be issued in connection with the Fundraising. Broker warrants will only be issued in certificated form and will be freely transferable. No fractions of broker warrants will be issued. The broker warrants will not be listed on AIM or any other exchange.
It should be noted that if the Resolutions are not passed at the General Meeting the broker warrants will not be issued.
Current Trading
During 2025 the Company successfully raised gross proceeds of approximately £13.7 million from institutional and retail investors. As at 31 December 2025 cash balances were £4m, and the loss for the year is expected to be around £7.1m.
Audited results for the year ended 31 December 2025 are expected to be announced on 1 July 2026.
On 7 May 2025 the Company achieved a pivotal milestone with a successful Site Acceptance Test for its MFE110 electrolyser at Northern Island Water's site in Belfast. On site operation confirmed hydrogen purity of 99.999mol% (above fuel cell grade purity) over prolonged period and 99.7wt% oxygen (above medical grade purity), and signified Northern Ireland's first production of pure hydrogen and oxygen generated reliably by an electrolyser at scale.
On 29 May 2026, CPH2 announced that there was an incident causing structural damage to the MFE220 electrolyser during the third and final FAT3 at the Company's dedicated test site. On 22 June 2026, CPH2 further announced that the Group's initial assessment of the cause of the incident is that a hydrogen-oxygen mixture ignited during an automated depressurisation of the system, causing a loss of containment. The root cause of the failure remains under investigation, with a full technical report expected by 31 August 2026, after which remedial design changes will be developed and validated through component-level testing. The Company is continuing to work with its insurance providers to fully assess the insurance claim and potential interim payment relating to the MFE220 testing incident.
On 25 June 2026, CPH2 announced that it has executed a binding Term Sheet with Hidrigin, pursuant to which the parties have agreed to enter into a definitive documentation relating to a secured £750,000 CLN accruing interest at 10 per cent. per annum. The CLN Term Sheet is conditional upon, inter alia, the completion of an equity fundraise by CPH2 of £3 million or more, a condition satisfied by the Fundraising. Conversion of principle and interest to equity is triggered by (i) the completion of a future, further fundraise of not less than £3 million (for the avoidance of doubt, the current Fundraising does not satisfy this condition); (ii) maturity, being 12 months from the date of issue of the CLN, subject to extension at Hidrigin's election; (iii) any sale of the Company or a majority strategic investment by a third party; and (iv) an occurrence of an interest payment default or insolvency event.
The CLN shall convert at a 46% discount to the price applicable to the relevant conversion event, subject to a gross pricing cap of 3.7 pence per Ordinary Share and a net floor price of 1 pence per Ordinary Share.
The £750,000 is to be funded by converting £750,000 interim payment CPH2 previously received from Hidrigin in connection with a stage milestone under an MFE220 electrolyser sales contract. The CLN is secured by way of a first ranking floating charge over the assets and undertakings of the Company. This charge is to be released on repayment of all amounts due under the CLN or on conversion of such amounts to equity.
In addition to the CLN, CPH2 and Hidrigin have agreed to, within 28 days of the Term Sheet, enter into a nine month exclusivity agreement to negotiate and complete a Strategic Partnership and Manufacturing and Technology Development Agreement, with the opportunity for Hidrigin to serve as the exclusive manufacturing partner (via its engineering partner Jones Engineering) of CPH2 in the United Kingdom, Ireland, the United States, Canada and Mexico. Any design and manufacturing improvements relating to the IP are expected to be jointly owned by the Company and Hidrigin. The binding Term Sheet has a long stop date of 31 July 2026 and there can be no certainty that definitive documentation will be entered into.
On 26 June 2026, CPH2 announced that it has executed a deed of termination and settlement in respect of a subcontract between Lagan MEICA Limited ("Lagan") and the Company. The parties have agreed to settle all matters between them, relating to the delayed delivery of the Northern Ireland Water 1MW MFE220 unit, and terminate the subcontract through the payment of a settlement sum (the "Settlement"). The Settlement is conditional upon the Fundraise and CPH2 shall pay it to Lagan within 7 days of completion of the Fundraise, provided that the Fundraise is completed on or before 31 July 2026.
Use of proceeds from the Fundraising
The net proceeds from the Fundraising will be used to support the revised strategic direction with focus a focus on transitioning towards a capital-light model, centred on strategic partnerships, manufacturing agreements and the global licensing of its proprietary technology. The Board believes that the Company's membrane-free technology has demonstrated significant technical merit and that its existing IP holds significant commercial value.
Specifically, the net proceeds will be used to:
· Implement the revised capital-light business model, with monthly cash burn of £210k from October 2026 (previously forecasted £800k), including associated restructuring and Settlement costs
· Complete the investigation into the MFE220 test-site incident by 31 August 2026 and implement any necessary remedial actions
· Progress strategic initiatives, including manufacturing partnerships and the negotiation and execution of the Company's first Technology Transfer Agreement to generate revenues under the new strategy
· Provide general working capital to support the business over the next 12 months, expected to extend to June 2027.
Shareholders should note that, in the event that the Fundraising does not proceed and alternative funding is not available on suitable terms or at all, the amount of working capital available to the Company will be severely limited. The current cash balance is sufficient for the Company to continue operating through to mid-July 2026.
The Company will shortly be posting a Notice of General Meeting and an accompanying circular (the "Circular") to existing shareholders following this announcement. All relevant documents will be available to download at: https://www.cph2.com/investors/circulars-documents/
Admission & Total Voting Rights
Application will be made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("Admission"). It is expected that dealings in the Firm Placing Shares will commence on or around 8.00 a.m. on 7 July 2026 (or such time and/or date as the Company, Turner Pope and Cavendish may agree, being not later than 14 July 2026).
Following Admission, the Company will have 671,346,416 Ordinary Shares in issue. For the avoidance of doubt, if the Placing Agreement between the Company, TPI and Cavendish is terminated prior to Admission then the Firm Placing will not occur. The Firm Placing Shares, when issued, will be credited as fully paid and will rank on Admission pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.
Suspension of Trading
With the announcement of this Fundraising and the anticipated publication of the Annual Report to follow shortly today under a separate announcement, the temporary suspension of trading in the ordinary shares of the Company is expected to be lifted on Admission.
For more information, please contact:
Clean Power Hydrogen plc
+44 (0)130 232 8075
Richard Scott, Chief Executive Officer Elect
James Hobson, Chief Financial Officer
Cavendish Capital Markets Limited - NOMAD & Joint Broker
Neil McDonald
+44 (0)131 220 9771
Peter Lynch
+44 (0)131 220 9772
Hanna Leijonmarck
+44 (0)20 7908 6029
Turner Pope Investments (TPI) Ltd - Joint Broker
Andy Thacker
+44 (0)20 3657 0050
Guy McDougall
Background on CPH2
CPH2 is the holding company of Clean Power Hydrogen Group Limited which has a decade of dedicated research and product development experience that has delivered global patents in breakthrough hydrogen and oxygen production technology. The Group's strategic objective is to deliver the lowest lifetime LCOH in the market in relation to the production of hydrogen for the growing electrolysis or decentralised markets and alternative energy markets. CPH2 is listed on the AIM market and trades under the ticker AIM:CPH2.
For more information: https://www.cph2.com
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