Exercise of Warrants

capAI PLC

07 May 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

7 May 2026

 capAI plc
 (the "Company")

Exercise of Warrants

capAI plc (LSE: CPAI, OTCQB: CPIQF) announces that it has received notice of exercise of warrants ("Warrants") to subscribe for a total of 5,290,000 new ordinary shares of nominal value £0.0001 each in the capital of the Company ("New Ordinary Shares"). The total consideration paid to the Company in connection with the exercise of such Warrants is £19,838.

The New Ordinary Shares will rank pari passu with the existing Ordinary Shares and application has been made for the New Ordinary Shares to be admitted to the equity shares (transition) category of the Official List of the Financial Conduct Authority ("FCA") and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 13 May 2026.

Total Voting Rights

Upon Admission of the New Ordinary Shares, the Company's issued share capital will consist of 426,433,063 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 426,433,063. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Conditional Awards/Share Options

In accordance with the anti-dilution provisions announced on 12 March 2025 (RNS Number: 2759A), Professor Ronjon Nag has been granted additional conditional awards ("Conditional Awards") over 2,542,370 Ordinary Shares, and Richard Andrew Edwards has been granted additional share options ("Share Options") over 423,728 Ordinary Shares, on identical terms to those granted in the announcement of 12 March 2025.

The additional grants of Conditional Awards and Share Options have been made pursuant to the Company's anti-dilution provisions to preserve the respective proportional entitlements of Professor Ronjon Nag and Richard Andrew Edwards under their existing Conditional Award and Share Option arrangements, consistent with their previous percentage interests in the Company's enlarged issued share capital, taking into account the exercise of the 5,290,000 Warrants referred to above.

Enquiries

Company:

capAI plc [e-mail]

Broker:

AlbR Capital Limited Tel: [phone]

The information set out below is provided in accordance with the requirements of Article 19(3) of Regulation 2014/596/EU, which is part of the domestic law of the United Kingdom of Great Britain and Northern Ireland pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310).

1	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Professor Ronjon Nag
2	Reason for Notification
a)	Position/status	Executive Director, PDMR
b)	Initial notification/amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	capAI plc
b)	LEI	213800IVPZ932NP24O44
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 £0.0001 each nominal value
	Identification code	ISIN: GB00BV2FG348
b)	Nature of the transaction	Grant of Conditional Awards with share price appreciation and tenure vesting conditions
c)	Price(s) and volume(s)	Price(s) Volume(s) £0.0001 per Ordinary Share 2,542,370
d)	Aggregated information
	- Aggregated volume	n/a
	- Price
e)	Date of the transaction	6 May 2026
f)	Place of the transaction	Outside a trading venue

 

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