REG-Clear Leisure Plc: Placing to Raise £1 Million

Quantum Blockchain TechnologiesAnnouncement

22/02/2021 07:05

22 February 2021

Clear Leisure Plc

(“Clear Leisure” or “the Company”)

Placing to Raise £1,000,000

The board of Clear Leisure (AIM: CLP) is pleased to announce that it has today
raised £1,000,000 (before expenses) through the placing of 100,000,000 new
ordinary shares of 0.25 pence each in the Company (“Placing Shares”) at a
price of 1 pence per share (the “Placing”) to an individual investor, Mr
John Story.

The net proceeds of the Placing will allow Clear Leisure to accelerate and
widen the development of its crypto currency plans including: more quickly
entering into cloud mining contracts with existing mining pool operators;
financing the setup of a bitcoin mining operation in Italy; sourcing economic
renewable wind farm and hydroelectric energy; in addition to the proposed
operation in Italy,  build one or more replicas of the Company’s existing
bitcoin cryptocurrency infrastructure currently located in Serbia; and
financing the developing of innovative hardware solutions for crypto currency
mining and making a direct move in the segment of new crypto validators.

Mr Story will also be granted 100,000,000 warrants over Clear Leisure ordinary
shares (the “Warrants”). Each Warrant will entitle the warrant holder to
subscribe for one new Clear Leisure share at a price of 2 pence per Ordinary
Share and will be exercisable for a period of two years from the date of
admission to AIM of the Placing Shares. The Warrants will not be admitted to
trading on AIM and will be transferrable in accordance with the terms of the
warrant instrument to be entered into by the Company. Any Clear Leisure
ordinary shares issued pursuant to the Warrants will, when issued, be admitted
to trading on AIM. 

Following the Placing but before any exercise of the Warrants, Mr Story will
have an approximate 11.14% interest in the ordinary shares of Clear
Leisure.  

Francesco Gardin, Executive Chairman and CEO of Clear Leisure, commented:

“I am very pleased to be able to welcome John Story as a substantial
shareholder in Clear Leisure and have direct access to the exciting
technologies he has recently invested into, which could be extremely
beneficial to our new cryptocurrencies initiatives”

Issue of 2019 & 2020 CEO Salary Shares to Francesco Gardin

In accordance with the terms of his employment, a total of 21,847,071 ordinary
shares of 0.25p each (“Ordinary Shares”) have been issued to Francesco
Gardin as follows (the “CEO Salary Shares”)

10,526,316 Ordinary Shares in the Company have been allotted and issued to
Francesco Gardin at a price of 0.285 pence per new Ordinary Share (closing
price at 31/12/2019) in settlement of £30,000 being his 2019 remuneration
payable through the issue of Ordinary Shares.

Additionally, a further 11,320,755 Ordinary shares in the Company have been
allotted and issued to Francesco Gardin at a price per share of 0.265 pence
per new Ordinary Share (closing price at 31/12/2020) in settlement of £30,000
being his 2020 remuneration payable through the issue of Ordinary Shares.

Following the issue of the new Ordinary Shares, Mr Gardin will hold 34,284,149
Ordinary Shares representing an interest of 3.82% in the Company.

Admission & Total Voting Rights

Application will be made for the 100,000,000 Placing Shares  and the
21,847,071  CEO Salary Shares to be admitted to trading on AIM with admission
expected to occur on or around 26 February 2021. The Placing Shares and CEO
Salary Shares will rank pari passu with the Company’s existing Ordinary
Shares.

Following admission of the Placing Shares, the Company’s enlarged issued
share capital will comprise 897,551,851ordinary shares of 0.25 pence each.
This figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of the
Company under the FCA’s Disclosure and Transparency Rules.

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 1 1.            Details of the person discharging managerial responsibilities/person closely associated                                                                                                               
 a)              Name:                                                                                              Francesco Gardin                                                                                   
 1.2 2.          Reason for the notification                                                                                                                                                                           
 a)              Position/status:                                                                                   CEO & Chairman                                                                                     
 b)              Initial notification/Amendment:                                                                    Initial notification                                                                               
 1.3 3.          Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor                                                                                         
 a)              Name:                                                                                              Clear Leisure Plc                                                                                  
 b)              LEI:                                                                                               213800FC5DEC582CRZ89                                                                               
 1.4 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: Identification code:                  Ordinary shares of 0.25p each GB00B50P5B53                                                         
 b)              Nature of the transaction:                                                                         Issue of shares in settlement of salary                                                            
 c)              Price(s) and volume(s):                                                                                                                                                                               
 Price(s)        Volume(s)                                                                                          
 1. 0.285 pence  10,526,316                                                                                         
 2. 0.265 pence  11,320,755                                                                                         
 d)              Aggregated information: Aggregated volume: Price:                                                                                                                                                     
 Price(s)        Volume(s)                                                                                          
 1. 0.285 pence  10,526,316                                                                                         
 2. 0.265 pence  11,320,755                                                                                         
 e)              Date of the transaction:                                                                           22 February 2021                                                                                   
 f)              Place of the transaction:                                                                          Outside a trading venue                                                                            

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

-ends-

For further information please contact:

Clear Leisure
Plc                                                                          
     +39 335 296573
Francesco Gardin, CEO and Executive Chairman

SP Angel Corporate Finance (Nominated Adviser & Broker)           
+44 (0)20 3470 0470
Jeff Keating, John Mackay

Leander (Financial
PR)                                                                     
+44 (0) 7795 168 157
Christian Taylor-Wilkinson

About Clear Leisure Plc

Clear Leisure plc (AIM: CLP) is an AIM listed investment company which has
recently realigned its strategic focus to technology related investments, with
special regard to interactive media, blockchain and AI sectors. The Company
also has shareholdings in a number of historical investments, primarily in
Italian real estate companies, which it is currently seeking through court
action, compensation from previous management for mismanagement.

For further information, please visit, www.clearleisure.co.uk



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