REG - Sundae Bar PLC - Circular Posted & Notice of Warrantholder Meetings

Sundae BarAnnouncement

29/05/2026 07:00

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RNS Number : 1326G  Sundae Bar PLC  29 May 2026

For immediate release

29 May 2026

Sundae Bar PLC

 ("sundae_bar" or the "Company")

Posting of Circular

and

Notice of 2023 and 2025 Warrantholder Meetings

Sundae Bar Plc (AIM: SBAR), the enterprise platform deploying AI agents for
business, announces that it has yesterday published and posted a circular
containing notices of 2023 1p Warrantholders General Meeting and 2025 1p &
2p Warrantholders General Meeting (together "Warrantholders GMs"). A copy of
the circular will shortly be available on the Company's website
https://corporate.sundaebar.ai/ (https://corporate.sundaebar.ai/)

The 2023 1p Warrantholders General Meeting of Sundae Bar PLC to be held at the
offices of the Company's Solicitors, Druces LLP, 6(th) Floor, 99 Gresham
Street, London, EC2V 7NG at 11:00 a.m. on 15 June 2026.

 

The 2025 1p & 2p Warrantholders General Meeting of Sundae Bar PLC to be
held at the offices of the Company's Solicitors, Druces LLP, 6th Floor, 99
Gresham Street, London, EC2V 7NG at 11:15 a.m. on 15 June 2026.

 

Further information on the Warrantholders GMs and background to the proposed
modifications to the existing 1p and 2p Warrants

 

There are currently in issue 60,250,000 2023 1p Warrants, 35,000,000 2025 1p
Warrants and 2,897,620 2025 2p Warrants (together "Warrants") to subscribe for
ordinary shares at either 1p or 2p respectively.

 

The business to be conducted at the 2023 1p WGM consists of consideration of
the following resolutions:-

Resolution 1: Varying the exercise price from 1p to 1.5p per 2023 1p Warrant.

Resolution 2: Varying the exercise period to commencing on 15 June 2026 and
ending on 15 June 2028.

Resolution 3: Varying the clauses to reflect a lock-in on exercising or
disposing of 2023 1p Warrants from 15 June 2026 for a 12 month period.

Resolution 4: Varying the drafting given the deletion of the original clause
6.2 which will no longer be included.

 

The business to be conducted at the 2025 1p & 2p WGM consists of
consideration of the following resolutions:-

Resolution 1: Varying the exercise price from 1p to 1.5p per 2025 1p Warrant,
and from 2p to 2.5p per 2025 2p Warrant.

Resolution 2: Varying the subscription period to commencing on 15 June 2026
and ending on the Expiry Date.

Resolution 3: Varying the Expiry Date to 15 June 2028.

Resolution 4: Including a clause to provide for a lock-in on exercising or
disposing of 2025 1p & 2p Warrants from 15 June 2026 for a 12 month
period.

 

The Board believes that Sundae Bar is at an important stage in its
development, and that the next two years represent a significant opportunity
for the Company to grow and create long-term value for all stakeholders. The
Board would like to offer Warrantholders the opportunity to be able to
participate fully in that potential, and the proposed extension is designed to
give you the time to do so.

 

The Warrants were issued a few years ago at a materially lower exercise price
relative to the Company's present market valuation and are approaching expiry.
In their current form, the Warrants create a significant risk of concentrated
short-term conversion and disposal activity which may create unnecessary
volatility in the Company's share price, adversely affect market confidence,
and potentially undermine shareholder value.

 

The Board is confident in the Company's prospects and believes that the
extended exercise window gives Warrantholders a meaningful opportunity to
realise value from their investment at the right time. The Board believes the
proposed amendments to the Warrants are in the best interests of the Company
and all shareholders.

 

In summary, it is the belief of the Board that the variation proposals
contained in the circular and detailed in 2023 and 2025 Resolutions are
appropriate for the needs of the Company and are in the interests of 2023
Warrantholders as well as 2025 1p & 2p Warrantholders.

 

Capitalised terms in this announcement have the meaning given to them in the
Circular

Expected Timetable of Principal Events

2023 1p Warrantholders

 Date of this Document and Posting of the Form of Proxy  28 May 2026
 Latest time and date for receipt of the Form of Proxy   11:00 a.m. on 11 June 2026
 2023 1p Warrantholders General Meeting                  11:00 a.m. on 15 June 2026

 

2025 1p & 2p Warrantholders

 Date of this Document and Posting of the Form of Proxy             28 May 2026
 Latest time and date for receipt of the Form of Proxy              11:15 a.m. on 11 June 2026
 2025 1p & 2p Warrantholders General Meeting                        11:15 a.m. on 15 June 2026

Notes:

(1)           References to times in this Document are to British
Summer Time (unless otherwise stated).

 

For further information, please visit https://corporate.sundaebar.ai/
(https://corporate.sundaebar.ai/)  or contact:

 Sundae Bar Plc                 Jill Kenney                         +44 (0) 20 3004 9512
 Beaumont Cornish Limited       Roland Cornish & Asia Szusciak      +44 (0) 20 7628 3369

 (Nominated Adviser)
 Clear Capital Markets Limited  Bob Roberts                         +44 (0) 20 3869 6080

 (Broker)

 

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

 

About sundae_bar

Following its AIM admission in June 2025, sundae_bar is building a commercial
platform for AI agents focused on real business workflows.

The Company is developing AI agents and AI agent skills through Subnet 121
("SN121"), its decentralised training and evaluation environment on the
Bittensor network. SN121 enables global developers to compete to improve
performance against structured, real-world benchmarks, with improvements
measured through objective evaluation.

Alongside this, sundae_bar operates a live enterprise marketplace where
businesses can discover, deploy, and manage specialised AI agents across
operational functions including marketing, finance, research, and workflow
automation.

The platform is designed to provide businesses with access to specialised AI
tools through a single integrated environment, while supporting continuous
improvement through open competition, structured evaluation, and commercial
deployment.

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