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DeFi Development Corporation UK PLC (DFDV)

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All directors dealings today

Mustang Energy Plc
Dean Gallegos - Managing Director	dg@mustangplc.com
	+61 416 220 007
Guild Financial Advisory Limited - Rule 3 Adviser to Mustang
Ross Andrews	ross.andrews@guildfin.co.uk
	+44 (0) 7973 839767
Cykel AI Plc
Jonathan Bixby - Executive Chairman	Via First Sentinel
First Sentinel Corporate Finance - AQSE Corporate Adviser to Cykel
Brian Stockbridge	brian@first-sentinel.com
	+44 (0) 20 3855 5551
Capital Plus Partners - Rule 3 Adviser to Cykel
Dominic Berger	dpb@capplus.co.uk
	+44 (0) 20 3821 6167
Clear Capital Markets - Broker to Cykel
Bob Roberts	+44 (0) 20 3869 6080

Name	Number of Cykel Shares for which undertaking is given	Percentage of entire issued share capital at Last Practicable Date	Number of Cykel Warrants for which undertaking is given
Jonathan Bixby (held by Toro Consulting Ltd, Jonathan Bixby and Shannon Wall (Jonathan Bixby's wife) are beneficial owners of Toro Consulting Ltd)	50,000,000	24.37%	26,000,000
Nicholas Lyth	3,500,000	1.71%	9,000,000
Jonathan Hives	0	0%	2,000,000
Robert Mayfield	0	0%	2,000,000
Total	53,500,000	26.07%	39,000,000

Name	Number of Cykel Shares for which undertaking is given	Percentage of entire issued share capital at Latest Practicable Date	Number of Cykel Warrants for which undertaking is given
Alpha Capital Group Ltd	6,000,000	2.92%	0
California Two Pizza Ventures Inc	7,000,000	3.41%	0
Crowdform Ltd	10,000,000	4.87%	0
Fidelio Partners Pte Ltd	20,000,000	9.75%	0
Nicholas Nugent	5,000,000	2.44%	0
First Sentinel Corporate Finance Limited	4,000,000	1.95%	6,051,834
Brian Stockbridge	2,500,000	1.22%	0
Ewan Collinge	2,000,000	0.97%	2,500,000
Leo Mercier	2,000,000	0.97%	2,500,000
Total	58,500,000	28.51%	11,051,834

Name	Number of Mustang Shares for which undertaking is given	Percentage of the entire issued share capital of Mustang at Latest Practicable Date
Dean Lloyd Gallegos	1,630,000	13.4%
Peter Wale	340,000	2.8%
Simon Holden	340,000	2.8%
Alan Broome	140,000	1.15%
Total	2,450,000	20.14%

Name	Number of Mustang Shares for which undertaking is given	Percentage of the entire issued share capital of Mustang at Latest Practicable Date
Acacia Resources Limited	2,471,600	20.32%
Matthew Lumb	250,000	2.06%

Total	2,721,600	22.38%

"Acquisition"		the proposed acquisition by Mustang of the entire issued and to be issued ordinary share capital of Cykel, other than Excluded Shares (if any), to be effected by means of the Scheme or, should Mustang so elect, with the consent of the Panel, by means of a Takeover Offer, and where context admits, any subsequent revision, variation, extension or renewal thereof.
"Admission"		the admission of the Mustang Shares and the New Mustang Shares to the standard listing segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities.
"Admission Condition"		the FCA and the London Stock Exchange having acknowledged to Mustang or its agent (and such acknowledgement not having been withdrawn) that the New Mustang Shares will be admitted to listing on the Official List and to trading on the Main Market by no later than the Long Stop Date.
"Appendices"		the appendices to this announcement
"April 2024 CLN"		the convertible loan notes executed by Mustang pursuant to which Jonas Chow, Matthew Lumb and Penelope Szeto subscribed for notes with an aggregate principle amount of £200,000 for a consideration of £133,333.33.
"AQSE"		Aquis Stock Exchange.
"AQSE Growth Market"		the multilateral trading facility operated by Aquis that is registered as an SME Growth Market in accordance with article 33 of MiFiD
"Aquis"		Aquis Stock Exchange Limited, a recognised investment exchange under section 290 of FSMA.
"Aquis Rules"		the AQSE Growth Market Access Rulebook, which sets out the admission requirements and continuing obligations of companies seeking admission to, and whose shares are admitted to trading on, the Access Segment of the AQSE Growth Market
"Authorisation(s)"		regulatory authorisations, orders, grants, recognitions, confirmations, consents, licences, clearances, certificates, permissions or approvals, in each case of a Third Party.
"BMN Warrant Instrument"		the warrant instrument executed by Mustang constituting the BMN Warrants.
"BMN Warrants"		the 636,986 warrants issued to Bushveld Minerals Limited pursuant to the BMN Warrant Instrument.
"Business Day"		a day (other than a Saturday, Sunday or a public or bank holiday in the UK) on which banks are open for general business in London, United Kingdom.

"Capital Plus Partners"		Capital Plus Partners Limited of 180 Piccadilly, London, W1J 9HF.
"certificated" or "in certificated form"		in relation to a Scheme Share, one which is not in uncertificated form (that is, not in CREST).
"Closing Price"		the closing price for Cykel Shares taken from the website of AQSE or for Mustang Shares taken from the Daily Official List.
"Combined Group"		the enlarged group following the Scheme becoming Effective, comprising Mustang and Cykel.
"Companies Act"		the Companies Act 2006, as amended from time to time
"Conditions"		the conditions to the implementation of the Scheme, as set out in Appendix 1 (Conditions to and Certain Further Terms of the Scheme and the Acquisition).
"Court"		the High Court of Justice in England and Wales.
"Court Meeting"		the meeting or meetings of Scheme Shareholders (or any class or classes thereof) convened pursuant to an order of the Court pursuant to section 896 of the Companies Act for the purpose of considering and, if thought fit, approving the Scheme (with or without modification), including any adjournment, postponement or reconvention of it.
"CREST"		the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations) for the paperless settlement of trades in securities and the holding of uncertificated securities.
"CREST Regulations"		the Uncertificated Securities Regulations 2001 (SI 2001/3755), as amended.
"Cykel" or the "Company		Cykel AI Plc, a company incorporated in England and Wales with registered number 15088392.
"Cykel Board"		the board of directors of Cykel.
"Cykel Directors"		the directors of Cykel.
"Cykel Shareholders"		the holders of Cykel Shares from time to time.
"Cykel Shares"		the issued and fully paid ordinary shares of 0.1 pence each in the capital of Cykel.
"Cykel Warrants"		the warrants to subscribe for 59,385,170 ordinary shares of 0.1 pence each in Cykel, being (i) 48,000,000 warrants exercisable at 1 pence per share until 25 October 2026; and (ii) 11,385,170 warrants exercisable at 3 pence per share until 25 October 2028.
"Daily Ofﬁcial List"		the Daily Ofﬁcial List published by the London Stock Exchange.
"Dealing Disclosure"		an announcement pursuant to Rule 8 of the Takeover Code containing details of dealings in interests in relevant securities of a party to an offer.
"Disclosed"		(a) in respect of the information fairly disclosed by, or on behalf of Cykel: (i) in its audited interim accounts dated 31 December 2023; (ii) in the admission document published by Cykel on 24 October 2023; (iii) in the Mustang Circular to be published on or around the date of this announcement; (iv) in this announcement; (v) in any other announcement to a Regulatory Information Service by, or on behalf of Cykel before the publication of this announcement; and/ or (vi) as otherwise fairly disclosed in writing prior to the Rule 2.7 Announcement Date to Mustang (or its officers, employees, agents or advisers (in their capacity as such)); and (b) in respect of the information fairly disclosed by, or on behalf of Mustang: (i) in Mustang's Annual Report & Financial Statements for the period ended 31 December 2023; (ii) in Mustang's interim results for the six month period ended 30 June 2023; (iii) in the Mustang Circular to be published on or around the date of this announcement; (iv) in this announcement; (v) in any other announcement to a Regulatory Information Service by, or on behalf of Mustang before the publication of this announcement; and/ or (vi) as otherwise fairly disclosed in writing prior to the Rule 2.7 Announcement Date to Cykel (or its officers, employees, agents or advisers (in their capacity as such)).
"Druces Fee Shares"		the 700,000 Mustang Shares to be issued as settlement for fees pursuant to the engagement letter with Druces LLP.
"Effective"		In the context of the Acquisition: (a) if the Acquisition is implemented by way of the Scheme, the Scheme having become effective in accordance with its terms, upon the delivery of the Scheme Court Order to the Registrar of Companies for registration; or (b) if the Acquisition is implemented by way of a Takeover Offer, the Takeover Offer having been declared or become unconditional in accordance with the requirements of the Takeover Code.
"Effective Date"		the date on which this Scheme becomes effective in accordance with its terms.
"Euroclear"		Euroclear UK & International Limited.
"Exchange Ratio"		1.911 New Mustang Shares for each Cykel Share.
"Excluded Shares"		means any (i) any Cykel Shares registered in the name of, or beneficially owned by Mustang (if any) at the Scheme Record Time, and (ii) any Cykel Shares held as treasury shares (as defined in section 724(5) of the Companies Act) (if any in either case) at the Scheme Record Time.
"FCA" or "Financial Conduct Authority"		the Financial Conduct Authority of the United Kingdom or its successor from time to time, acting in its capacity as the competent authority for the purposes of Part VI of FSMA.
"Fee Shares"		the Druces Fee Shares, the Finder's Fee Shares and the First Sentinel Fee Shares.
"Finder's Fee Shares"		the 300,000 Ordinary Shares issued as settlement for a fee pursuant to the Finder's Fee Agreement, further details of which are set out in paragraph 6.8 of Part II.
"First Sentinel"		First Sentinel Corporate Finance Limited.
"First Sentinel Fee Shares"		the 400,000 Ordinary Shares issued as settlement for fees pursuant to the engagement letter with First Sentinel Corporate Finance Limited.
"Forms of Proxy"		the form of proxy for use at the Court Meeting and the form of proxy for use at the General Meeting (or either of them as the context may require), which will accompany the Scheme Document.
"FSMA"		the Financial Services and Markets Act 2000 (as amended from time to time).
"General Meeting"		the general meeting of Cykel Shareholders to be convened in connection with the Scheme to consider and, if thought fit, to approve the Resolution (with or without amendment), which is expected to be held as soon as the preceding Court Meeting shall have concluded or been adjourned, and including any adjournment, postponement or reconvening thereof.
"Guild" or "Guild Financial"		Guild Financial Advisory Limited
"holder"		a registered holder and includes any person(s) entitled by transmission.
"Independent Mustang Shareholders"		the Mustang Shareholders, excluding the Mustang Concert Party (if the Mustang Concert Party hold any Mustang Shares) and Richard Corsie.
"Kamran Sattar CLN"		on 22 November 2023, Mustang executed a convertible loan note instrument pursuant to which Kamran Sattar subscribed for a principal amount of £200,000. The notes were subscribed for in one tranche of £200,000 on 22 November 2023. The notes have an interest rate of 10% per annum, a conversion price of 6 pence and are to be redeemed either by Kamran Sattar serving a conversion notice, or Mustang serving a conversion notice to take effect no later than 31 May 2024.
"Latest Practicable Date"		9 May 2024, being the latest practicable date before the publication of this announcement.
"Listing Rules"		the listing rules made by the FCA pursuant to section 73A of FSMA, as amended from time to time.
"London Stock Exchange"		London Stock Exchange plc, together with any successor thereto.
"Long-Stop Date"		11.59 pm on 31 December 2024, or such later date as may be agreed in writing by Cykel and Mustang (with the Panel's consent and as the Court may approve (if such approval is required)).
"Main Market"		the London Stock Exchange's main market for listed securities.
"Mustang"		Mustang Energy Plc, a company incorporated in England and Wales with registered number 11155663.
"Mustang Board" or "Mustang Directors"		the board of directors of Mustang.
"Mustang Circular"		the circular to be sent by Mustang to Mustang Shareholders in connection with the Acquisition, which will include a notice convening the Mustang General Meeting.
"Mustang Concert Party"		Toro Consulting Ltd (beneficially owned by Jonathan Bixby (a director and the founder of Cykel) and Shannon Wall (Jonathan Bixby's wife), Nicholas Lyth (a director of Cykel), Jonathan Hives (a director of Cykel), Robert Mayfield (a director of Cykel), Fidelio Partners Pte Ltd, California Two Pizza Ventures Inc. First Sentinel Corporate Finance Ltd, Brian Stockbridge (director of First Sentinel Corporate Finance Ltd), Alpha Capital Group Limited (company controlled by Andrew Blaylock, director of Clear Capital Markets Ltd), AB Trading and Investing Ltd (company owned by Andrew Blaylock, director of Clear Capital Markets Ltd), B Roberts Equity Trading Ltd (company owned by Bob Roberts, director of Clear Capital Markets Ltd), Daniel Pellard (director of Clear Capital Markets Ltd) and Clear Capital Markets Ltd (Broker to Cykel's admission to the AQSE).
"Mustang Director Options"		the 8,325,000 options granted by Mustang to the Mustang Directors excluding those granted to a former director of Mustang, Jacqueline Yee.
"Mustang General Meeting"		the general meeting of Mustang Shareholders expected to be convened for 11 am on 20 June 2024 to consider and, if thought fit, pass, among others, the Mustang Resolutions, including any adjournments thereof.
"Mustang Resolutions"		the shareholder resolutions:(a) of Mustang Shareholders to authorise the allotment and issue of New Mustang Shares to Scheme Shareholders (and any other Cykel Shareholders whose Cykel Shares are issued after the Scheme becomes Effective); and (b) of the Independent Mustang Shareholders to approve the waiver granted by the Panel of the obligation that would otherwise arise on any member of the Mustang Concert Party to make a general offer to Mustang Shareholders pursuant to Rule 9 of the Takeover Code as a result of the issue to the Mustang Concert Party of the New Mustang Shares; in each case, proposed to be passed at the Mustang General Meeting and to be set out in the notice of the Mustang General Meeting contained in the Mustang Circular.
"Mustang Shares"		the issued and fully paid ordinary shares of one penny each in the capital of Mustang and any further shares in the capital of Mustang which are unconditionally allotted or issued before the Scheme becomes Effective.
"Mustang Shareholders"		holders of Mustang Shares.
"Neville Registrars"		Cykel's registrars, Neville Registrars Limited of Neville House, Steelpark Road, Halesowen, B62 8HD.
"New Mustang Shares"		the new Mustang Shares to be issued pursuant to the Scheme.
"Offer"		the offer by Mustang to acquire the entire issued and to be issued ordinary share capital of Cykel, other than Excluded Shares (if any), to be effected by means of the Scheme or, should Mustang so elect, with the consent of the Panel, by means of a Takeover Offer, and where context admits, any subsequent revision, variation, extension or renewal thereof.
"Offer Period"		the offer period (as defined by the Takeover Code) relating to Cykel, which commenced on 19 January 2024 and ending on the earlier of: (i) the Effective Date and/or (ii) the date on which the Scheme lapses or is withdrawn (or such other date as the Takeover Code may provide or the Panel may decide".
"Official List"		the Official List of the FCA.
"Opening Position Disclosure"		has the same meaning as in Rule 8 of the Takeover Code.
"Overseas Shareholders"		Cykel Shareholders who are resident in, ordinarily resident in, or citizens or nationals of, jurisdictions outside of the UK or who are nominees of, or custodians or trustees for, residents, citizens or nationals of countries other than the UK.
"Panel"		the Panel on Takeovers and Mergers, or any successor to it.
"Prospectus"		the prospectus issued by Mustang on or around the date of this document in connection with Admission.
"Registrar of Companies"		the Registrar of Companies in England and Wales
"Resolution"		the special resolution relating to the Scheme to be proposed for the approval of the Cykel Shareholders at the General Meeting.
"Restricted Jurisdiction"		any jurisdiction where the relevant action would constitute a violation of the relevant laws and regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which Cykel or Mustang regards as unduly onerous.
"Rule 2.7 Announcement Date"		the date of this announcement.
"Sanction Hearing"		the hearing of the Court at which the Scheme Court Order will be sought.
"Scheme" or "Scheme of Arrangement"		the proposed scheme of arrangement under Part 26 of the Companies Act between Cykel and the Scheme Shareholders in connection with the Acquisition, with or subject to any modification, addition or condition which Cykel and Mustang may agree and, if required, approved or imposed by the Court.
"Scheme Court Order"		the order of the Court sanctioning the Scheme under section 899 of the Companies Act.
"Scheme Document"		the document to be sent to Cykel Shareholders containing and setting out, among other things, the full terms and conditions of the Scheme and containing the notices convening the Court Meeting and General Meeting.
"Scheme Record Time"		6.00 pm on the Business Day immediately prior to the Effective Date.
"Scheme Shareholders"		holders of Scheme Shares at any relevant date or time and a "Scheme Shareholder" shall mean any of those Scheme Shareholders.
"Scheme Shares"		all Cykel Shares: (A) in issue at the date of the Scheme Document; (B) (if any) issued after the date of the Scheme Document but before the Voting Record Time; and (C) (if any) issued at or after the Voting Record Time and before the Scheme Record Time on terms that the original or any subsequent holders thereof are bound by the Scheme or in respect of which such holders are, or shall have agreed in writing to be, so bound, in each case remaining in issue at the Scheme Record Time, but excluding the Excluded Shares.
"Takeover Code" or "Code"		the City Code on Takeovers and Mergers from time to time issued, amended and interpreted by the Panel.
"Takeover Offer"		subject to the consent of the Panel, should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on behalf of Mustang to acquire the entire issued and to be issued share capital of Cykel, other than Excluded Shares and, where the context admits, any subsequent revision, variation, extension or renewal of such Takeover Offer.
"Transitional Rules"		Listing Rule TR 16 in respect of Listing Rules 2.2.7R(1).
"Third Party"		any relevant central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body, court, trade agency, association, institution, environmental body, employee representative body, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction.
"uncertificated" or in "uncertificated form"		in relation to a Scheme Share, one which is recorded on the relevant register as being held in uncertificated form (that is, in CREST).
"UK" or "United Kingdom"		the United Kingdom of Great Britain and Northern Ireland.
"Voting Record Time"		6.30 pm on the day which is two days (excluding any part of a day that is not a Business Day) before the date of the Court Meeting and General Meeting or any adjournment of them (as the case may be).
"£" or "GBP" or "pence" or "p"		pounds sterling or pence, the lawful currency of the United Kingdom