REG - Cloudbreak Discovery - Publication of a Supplementary Prospectus

Cloudbreak DiscoveryAnnouncement

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RNS Number : 2555C  Cloudbreak Discovery PLC  28 April 2026

28 April 2026

Cloudbreak Discovery Plc

('Cloudbreak', or 'the Company')

 

Publication of Supplementary Prospectus

 

Cloudbreak Discovery Plc (LSE: CDL), a London Stock Exchange Main Market
listed company, announces that, it has today published a Supplementary
Prospectus.

 

The purpose of the Supplementary Prospectus is to correct certain disclosures
in the Company's Prospectus published on 24 April 20024 relating to the new
ordinary shares ("Shares") to be issued in connection with the acquisition of
90% of the Paterson Gold-Copper-Molybdenum Project  announced on 9 February
2026, and in connection with the conversion of outstanding convertible loan
notes.

 

The Supplementary 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) .

 

Following the publication of the Supplementary Prospectus, 364,821,733 Shares
will be issued and admitted to the Official List and to trading on the Main
Market of the London Stock Exchange ("Admission"), 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)         100,000,000 Shares to be issued pursuant to the Paterson
Tenement Agreement entered into on 8 February 2026;

 

6)         14,121,370 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 together with the Supplementary Prospectus will
enable the potential issue of:

a)   up to a further 230,000,000 Shares pursuant to to the Paterson Tenement
Agreement entered into on 8 February 2026; and

 

b)   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 or the Supplementary Prospectus.

 

Application will be made for Admission of the 364,821,733 Shares. It is
expected that Admission will become effective on or around 29 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
2,215,869,637 ordinary shares with each ordinary share carrying the right to
one vote. Accordingly, the figure of  2,215,869,637  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.

 

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.

 

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