Publication of a Prospectus

Cloudbreak Discovery PLC

22 April 2026

 

22 April 2026

Cloudbreak Discovery Plc

('Cloudbreak', or 'the Company')

Publication of Prospectus

Cloudbreak Discovery Plc (LSE: CDL), a London Stock Exchange Main Market listed company, is pleased to announce that, it has today published a Prospectus. The 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.

The Prospectus has been published to enable the issue and admission to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission") of 600,700,363 new ordinary shares of £0.001 each ("Shares"), 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)         330,000,000 Shares to be issued pursuant to Paterson Tenement Agreement entered into on 8 February 2026;

6)         20,000,000 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 will enable the potential issue of 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.

Application will be made for Admission of the 600,700,363 Shares. It is expected that Admission will become effective on or around 27 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 2,451,748,267 ordinary shares with each ordinary share carrying the right to one vote. Accordingly, the figure of  2,451,748,267  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.

Director Dealings

The Directors will receive the following Shares:

Peter Huljich  -  48m;

Tom Evans  -  36m

Emma Priestley  -  35m

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 Tom Evans, Managing Director	Tel: +44 [phone]
AlbR Capital Limited (Financial Adviser)	David Coffman / Dan Harris	Tel: [phone]
Marex Financial (Broker)	Angelo Sofocleous / Matt Bailey	Tel: [phone] Email: [e-mail]

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.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1)   Peter Huljich 2)   Tom Evans 3)   Emma Priestley
2.	Reason for the notification
a)	Position/status	1)   Director 2)   Director 3)   Director
b)	Initial notification / Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cloudbreak Discovery PLC
b)	LEI	213800ZLZVEPOS7YID88
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 £0.001
	Identification code	GB00B44LQR57
b)	Nature of the transaction	Conversion of debt
c)	Price(s) and volume(s)	Price Volume 1)   0.2p 48,000,000 2)   0.2p 36,000,000 3)   0.5p 35,000,000
d)	Aggregate information
	- Aggregate volume	119,000,000
	- Total Price	£343,000
e)	Date of the transaction	22 April 2026
f)	Place of the transaction	London Stock Exchange
g)	Additional information	N/A

 

END