REG - Cloudbreak Discovery - Publication of a Prospectus

Cloudbreak DiscoveryAnnouncement

22/04/2026 12:45

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RNS Number : 5231B  Cloudbreak Discovery PLC  22 April 2026

22 April 2026

Cloudbreak Discovery Plc

('Cloudbreak', or 'the Company')

 

Publication of Prospectus

 

Cloudbreak Discovery Plc (LSE: CDL), a London Stock Exchange Main Market
listed company, is pleased to announce that, it has today published a
Prospectus. The Prospectus, which has been approved by the Financial Conduct
Authority ("FCA"), is available on the Company's website at
https://www.cdl-plc.com/company-presentation/  and will also be available at
the FCA's Document Storage Mechanism at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

The Prospectus has been published to enable the issue and admission to the
Official List and to trading on the Main Market of the London Stock Exchange
("Admission") of 600,700,363 new ordinary shares of £0.001 each ("Shares"),
as follows:

 

1)         95,700,363 Shares in respect of the stock lending agreement
("SLA") entered into on 27 August 2025;

 

2)         2,000,000 Shares in respect of the borrowing fee agreed in
connection with the SLA;

 

3)         119,000,000 Shares to be issued in respect of agreements
with the Directors;

 

4)         330,000,000 Shares to be issued pursuant to Paterson
Tenement Agreement entered into on 8 February 2026;

 

6)         20,000,000 Shares pursuant to the conversion of Convertible
Loan Notes issued on 11 July 2023;

 

7)         34,000,000 Shares to certain creditors of the Company.

 

In addition, the Prospectus will enable the potential issue of up to
330,357,145 new ordinary shares ("Warrant Shares") to the investors who
participated in the recent placing announced by the Company on 22 January 2026
and who are entitled to receive warrants ("Fundraising Warrants") on the
publication of the Prospectus. No Warrant Shares will be issued or admitted to
trading on Admission; they will only be issued and admitted at the time each
Fundraising Warrant is exercised.

 

For the avoidance of doubt, no new funds are being raised in conjunction with
the publication of the Prospectus.

 

Application will be made for Admission of the 600,700,363 Shares. It is
expected that Admission will become effective on or around 27 April 2026. The
Shares will rank pari passu with the existing ordinary shares of the Company.

 

On Admission, the Company's issued ordinary share capital shall consist of
2,451,748,267 ordinary shares with each ordinary share carrying the right to
one vote. Accordingly, the figure of  2,451,748,267  represents the total
voting rights in the Company and should be the figure used by shareholders as
the denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the FCA's Disclosure Guidance & Transparency Rules.

 

Director Dealings

 

The Directors will receive the following Shares:

 

Peter Huljich  -  48m;

 

Tom Evans  -  36m

 

Emma Priestley  -  35m

 

 

 

This announcement contains information which, prior to its disclosure, was
inside information as stipulated under Regulation 11 of the Market Abuse
(Amendment) (EU Exit) Regulations 2019/310 (as amended).

 

-END-

 

For Further Information, please contact:

 

 Cloudbreak Discovery PLC  Peter Huljich, Chairman          Tel: +44 +44 207 317 0650

                           Tom Evans, Managing Director
 AlbR Capital Limited      David Coffman / Dan Harris       Tel: +44 207 469 0930

 (Financial Adviser)
 Marex Financial           Angelo Sofocleous / Matt Bailey  Tel: +44 (0) 207 655 6000

 (Broker)                                                   Email: corporate@marex.com

 

 

About Cloudbreak Discovery PLC
LSE listed Cloudbreak Discovery PLC is a leading gold, precious and base metals resource explorer. Cloudbreak is focused on mineral exploration in Western Australia with the aim of bringing near-term cashflow and driving shareholder value. Through its wholly owned subsidiaries, the Company will develop its array of mineral assets, whilst continuing to generate new projects with a particular focus on commodities with high intrinsic value. Cloudbreak's generative model across the mineral sector enables a multi-asset approach to investing in the commodity cycle.

 

 1.                Details of the person discharging managerial responsibilities / person closely
                   associated
 a)                Name                                                         1)   Peter Huljich

                                                                                2)   Tom Evans

                                                                                3)   Emma Priestley
 2.                Reason for the notification
 a)                Position/status                                              1)   Director

                                                                                2)   Director

                                                                                3)   Director
 b)                Initial notification / Amendment                             Initial Notification
 3.                Details of the issuer, emission allowance market participant, auction
                   platform, auctioneer or auction monitor
 a)                Name                                                         Cloudbreak Discovery PLC
 b)                LEI                                                          213800ZLZVEPOS7YID88
 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 £0.001
                   Identification code                                          GB00B44LQR57
 b)                Nature of the transaction                                    Conversion of debt
 c)                Price(s) and volume(s)                                       Price        Volume
                                                                                1)   0.2p    48,000,000
                                                                                2)   0.2p    36,000,000
                                                                                3)   0.5p    35,000,000
 d)                Aggregate information
                   - Aggregate volume                                           119,000,000
                   - Total Price                                                £343,000
 e)                Date of the transaction                                      22 April 2026
 f)                Place of the transaction                                     London Stock Exchange
 g)                Additional information                                       N/A

d)

Aggregate information

- Aggregate volume

119,000,000

- Total Price

£343,000

e)

Date of the transaction

22 April 2026

f)

Place of the transaction

London Stock Exchange

g)

Additional information

N/A

 

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