REG-Marechale Capital Plc: Subscription, Directors' Dealings, Related Party Transaction and Issue of Equity

Marechale CapitalAnnouncement

Tue 07:02

14 October 2025

Marechale Capital plc

(“Marechale” or the “Company”)

Subscription, Directors’ Dealings, Related Party Transaction and Issue of
Equity

Marechale Capital Plc (AIM: MAC) is pleased to announce that it has
conditionally raised £202,500 via subscription for 13,500,006 new ordinary
shares of 0.8p each in the Company (“New Ordinary Shares”) at a price of
1.5p per share (“Issue Price”) (the “Subscription”) with new and
existing shareholders participating.

Details of the Subscription

Of the total funds raised, £102,000 was raised through new investors, which
included Nick Wells, an experienced City investment banker, who has invested
£50,000 via the subscription for 3,333,334 New Ordinary Shares, representing
2.8 per cent. of the enlarged issued share capital.

As part of the terms of the Subscription, Nick Wells has entered into a 12
month orderly market agreement in respect of the disposal of any of his
shares.

In addition to the new investors, all of the Directors of the Company have
participated in the fundraise, raising £70,000 via the subscription for
4,666,670 New Ordinary Shares, set out as follows:

 Director                Number of Ordinary Shares Subscribed for  Subscription Price (p)  Shareholding Following Subscription  Shareholding Following Subscription as a Percentage of Enlarged Issued Share Capital (%)  
 Patrick Booth-Clibborn  1,000,000                                 1.5p                    10,659,086                           8.92%                                                                                     
 Mark Warde-Norbury      2,000,000                                 1.5p                    13,282,002                           11.12%                                                                                    
 Chris Kenning           1,666,670                                 1.5p                    12,146,670                           10.17%                                                                                    

Further details are set out in the Notification of Dealing Form below.

The proceeds of the Subscription will be used to provide the Company with
additional resources for potential investment and co-investment opportunities
in connection with the Company’s activity for its corporate clients and to
provide the Company with additional working capital.

Admission and Total Voting Rights

The 13,500,006 New Ordinary Shares will rank pari passu with the existing
ordinary shares. Admission of the New Ordinary Shares is expected to take
place on, or around, 16 October 2025. Completion of the Subscription is
conditional on Admission.

Following Admission, the Company’s enlarged share capital will comprise
119,441,253 ordinary shares. No shares are held in Treasury. Therefore, the
total number of ordinary shares with voting rights will be 119,441,253. This
figure may be used by shareholders as the denominator for calculations by
which they will determine if they are required to notify their interest in, or
a change of their interest in, the Company under the Financial Conduct
Authority’s Disclosure Guidance and Transparency Rules.

Related Party Transaction

The participation of the Company’s directors in the Fundraise (the
“Transaction”) constitutes a related party transaction for the purposes of
Rule 13 of the AIM Rules. As all of the Company’s directors are
participating in the Transaction, there are no directors independent of the
Transaction to be able to consult with the Company’s nominated adviser,
Cairn Financial Advisers LLP, that the terms of the Transaction are fair and
reasonable insofar as shareholders are concerned. Consequently, Cairn
Financial Advisers LLP confirms that the terms of the Transaction are fair and
reasonable insofar as shareholders of the Company are concerned.

Patrick Booth-Clibborn, CEO of Marechale Capital, commented: “We are pleased
to announce the completion of the fundraise, which included the participation
of both two experienced  corporate finance advisors as well as  members of
the Board, demonstrating ongoing support for the Company and its development,
at a time when we are seeing an encouraging increase in the number of projects
progressing through our pipeline.

“We are delighted to welcome on board our new shareholders, and, in
particular, Nick Wells, who we look forward to welcoming, and the wealth of
experience and potential deal flow that he brings, especially at a time when
we are witnessing an increase in confidence in the market.”

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014.

For further information please contact:

 Marechale Capital plc                            Tel: +44 (0)20 7628 5582  
 			Mark Warde-Norbury / Patrick Booth-Clibborn                             
 Cairn Financial Advisers LLP (Nomad)             Tel: +44 (0)20 7213 0880  
 			Jo Turner / Sandy Jamieson                                              

About Marechale Capital

Marechale is an established City of London based corporate finance house, with
a long-term track record and a strong reputation in advising & financing high
growth consumer brands, leisure, clean energy, and technology companies. The
Company uses its balance sheet to co-invest in its client companies, along
with warrants and founder equity, in order to create shareholder value.

Cautionary statement

Certain statements made in this announcement are forward-looking statements.
Such statements are based on current expectations and assumptions and are
subject to a number of risks and uncertainties that could cause actual events
or results to differ materially from any expected future events or results
expressed or implied in these forward-looking statements. Persons receiving
this announcement should not place undue reliance on forward-looking
statements. Unless otherwise required by applicable law, regulation or
accounting standard, the Company does not undertake to update or revise any
forward-looking statements, whether as a result of new information, future
developments or otherwise.

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them

 1   Details of the persons discharging managerial responsibilities / person closely associated                                                                                                            
 a)  Name                                                                                               1. Patrick Booth-Clibborn                                                                          
                                                                                                        2. Mark Warde-Norbury                                                                              
                                                                                                        3. Chris Kenning                                                                                   
 2   Reason for the notification                                                                                                                                                                           
 a)  Position/Status                                                                                    1. Chief Executive and Founder                                                                     
                                                                                                        2. Executive Chairman                                                                              
                                                                                                        3. Non-executive Director                                                                          
 b)  Initial notification/ Amendment                                                                    Initial notification                                                                               
 3   Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                         
 a)  Name                                                                                               Marechale Capital plc                                                                              
 b)  LEI                                                                                                2138003NUK6SXCDIAT89                                                                               
 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 financialinstrument, type ofinstrumentIdentification code                       Ordinary Shares                                                                                    
                                                                                                         ISIN: GB0005401087                                                                                
 b)  Nature of the transaction                                                                          Acquisition of ordinary shares                                                                     
 c)  Price(s) and volume(s)                                                                                                                                                                                
                                                                                                        Price(s)                                                                                           Volume(s)  
 1)  Patrick Booth Clibborn                                                                             1.5p                                                                                               1,000,000  
 2)  Mark Warde-Norbury                                                                                 1.5p                                                                                               2,000,000  
 3)  Chris Kenning                                                                                      1.5p                                                                                               1,666,670  
 d)  Aggregated information-      Aggregated volume-      Aggregated Price                              * 4,666,670                                                                                        
                                                                                                         * 1.5p                                                                                            
 e)  Date of transaction                                                                                13 October 2025                                                                                    
 f)  Place of transaction                                                                               London Stock Exchange                                                                              



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