Corrective announcement - Results General Meeting

Nomad Compute PLC

08 June 2026

 

FOR IMMEDIATE RELEASE

This is a correction to the announcement published at 14:54:27 on 5 June 2026 (RNS number 2592H) which incorrectly stated that 'The Company has made an application for admission to trading on Aquis Stock Exchange of a total of 277,642,380,100 New Ordinary Shares, comprising the 27,697,180,100 New Ordinary Shares arising from the subdivision of the Existing Ordinary Shares and the 249,945,200,000 Placing Shares ("Admission")'.

It was also stated in the same announcement that 'Following Admission, the Company's enlarged issued share capital will comprise 277,642,380,100 Ordinary Shares. 

The announcement should have stated 'The Company has made an application for admission to trading on Aquis Stock Exchange of a total of 2,776,423,801 New Ordinary Shares, comprising the 276,971,801 New Ordinary Shares arising from the subdivision of the Existing Ordinary Shares and the 2,499,452,000 Placing Shares ("Admission")'.

The announcement should have stated that 'Following Admission, the Company's enlarged issued share capital will comprise 2,776,423,801 Ordinary Shares. 

The correction only relates to the numbers of shares admitted and announced and does not affect shareholder allocations in the register of the Company.

Please note the exercise price of the Broker Warrants was incorrectly stated at £0.0125. It should be £0.00125.

Please note that as a consequence of the correction to the issued share capital, the potential dilution should both the Warrants and Broker Warrants be exercised in full, is not 0.26%. It is 26.05%.

The full corrected announcement is included below.

5 June 2026

London, UK

Nomad Compute PLC

("Nomad" or "the Company")

Results of General Meeting, Share Sub-Division and Issue of Director and Broker Warrants

Further to the announcement of 18 May 2026 in which the Company announced the conditional placing to raise £3.124 million, Nomad Compute PLC (AQSE:NMD), is pleased to announce that at the General Meeting held earlier today, all resolutions were duly passed.

Accordingly, the resolution to sub-divide each existing Ordinary Share of £0.01 (the "Existing Ordinary Shares") into one new ordinary share of £0.0001 ("New Ordinary Share") and one deferred share of £0.0099 ("Deferred Share") will take effect from 8 June 2026.

The record time for the subdivision will be 6.00 p.m. on 5 June 2026, being the time by reference to which entitlements to the New Ordinary Shares and Deferred Shares will be determined.

For the New Ordinary Shares, the new ISIN is GB00BXFLKV95 and the new SEDOL is BXFLKV9.

Further to the announcement of 18 May 2026, the conditional placing of £3.124 million ("Placing") can now proceed.

Issue of Director and Broker Warrants

In connection with the Placing, the Company has issued  523,284,760 warrants to Jonathan Bixby, Executive Chairman of the Company, entitling him to subscribe for up to 523,284,760 new Ordinary Shares at a nil exercise price per Ordinary Share ("Warrants"). The Warrants are exercisable from today until 5 June 2029.

In connection with the Placing, the Company has also issued warrants to Fortified Securities (trading name of Riverfort Global Capital Ltd) ("Fortified"), Broker to the Company, entitling Fortified to subscribe for up to 200,000,000  new Ordinary Shares at an exercise price of £0.00125 per Ordinary Share ("Broker Warrants"). The Broker Warrants are exercisable from today until 5 June 2029.

If exercised in full, the Warrants and Broker Warrants would result in the issue of 723,284,760 new Ordinary Shares, representing approximately 26.05%  of the Company's enlarged issued ordinary share capital following Admission.

Details of the transaction is shown in the PDMR notification below.

Related Party Transaction

Jonathan Bixby, being the Executive Chairman of the Company, is a related party for the purposes of the AQSE Growth Market Rulebook. Accordingly, the issue of the Warrants to him constitutes a related party transaction.

The Board (other than Jonathan Bixby) considers, having exercised reasonable care, skill and diligence, that the transaction is fair and reasonable insofar as shareholders of the Company are concerned.

Details of the transaction is shown in the PDMR notification below.

Share Issue, Admission and Total Voting Rights

The Company has made an application for admission to trading on Aquis Stock Exchange of a total of 2,776,423,801 New Ordinary Shares, comprising the 276,971,801 New Ordinary Shares arising from the subdivision of the Existing Ordinary Shares and the 2,499,452,000 Placing Shares ("Admission"). Admission is expected to take place on or around Monday 8 June 2026.

Following Admission, the Company's enlarged issued share capital will comprise 2,776,423,801 Ordinary Shares. 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 to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Terms used and not defined herein have the same meanings given in the announcement dated 18 may 2026.

For further information, please contact:

Nomad Compute PLC Jonathan Bixby, Chairman	Via First Sentinel
Alfred Henry Corporate Finance Limited (AQSE Corporate Adviser) Nick Michaels/Maya Klein Wassink	Tel: [phone] www.alfredhenry.com
Fortified Securities Corporate Broker Guy Wheatley, CFA	[phone]

About Nomad Compute PLC

Headquartered in London, Nomad Compute PLC is a publicly listed company trading on the Aquis Stock Exchange Growth Market under the ticker NMD. The Company intends to develop and operate modular, containerised edge AI compute infrastructure for global enterprise and sovereign markets.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	Jonathan Bixby
2.	Reason for the Notification
a)	Position/status	Director
b)	Initial notification / Amendment	Initial notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Nomad Compute plc
b)	LEI	98450080N42Z0014Y193
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	Warrants over ordinary shares
	Identification Code	GB00BN0ZLR96
b)	Nature of the transaction	Issue of Warrants at Nil exercise price issued at Nil consideration
c)	Price(s) and volume(s)	Price(s)   Volume(s)   Nil 523,284,760
d)	Aggregated information:   · Aggregated volume   · Price	523,284,760 Nil
e)	Date of the transaction	5 June 2026
f)	Place of the Transaction	Outside of a trading venue

 

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