Exercise of Warrants, Issue of Equity and TVR

Sealand Capital Galaxy Limited

27 August 2026

 

Information contained within this announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. Upon publication of this announcement, this inside information is now considered to be in the public domain.

27 August 2026

Sealand Capital Galaxy Limited

("Sealand" or the "Company")

Exercise of Warrants, Issue of Equity and Total Voting Rights

Sealand Capital Galaxy Limited (LSE: SCGL), a technology-focused company developing, acquiring and operating businesses across high-growth digital and AI markets, with a particular focus on Asia, today announces that it has raised approximately £4.94 million through the exercise of Conversion A Warrants by nine investors.

Exercise of Conversion A Warrants

The Company announces that it has received notices from nine investors to exercise, in aggregate, 1,646,571,480 Conversion A Warrants, each exercisable at £0.0030 per ordinary share of £0.0001 each in the capital of the Company ("Ordinary Shares"), resulting in the allotment and issue of 1,646,571,480 new Ordinary Shares (the "Warrant Shares"), and raising aggregate gross proceeds of approximately £4,939,714 for the Company (the "Warrant Exercises").

The Conversion A Warrants were granted pursuant to the terms of the Company's convertible loan note instrument, upon conversion of the convertible loan notes, as set out in the Company's announcement of 30 March 2026. Each Conversion A Warrant entitles the holder to subscribe for one new Ordinary Share at an exercise price of £0.0030 and is exercisable for a period of two years from the date of grant. The exercise notices were received from the relevant warrant holders on a number of dates during July and August 2026 and subscription monies of £4,939,714.44 have been received in full by the Company.

None of the exercising warrant holders is a director of, or other person discharging managerial responsibilities within, the Company, nor a related party of the Company for the purposes of the Disclosure Guidance and Transparency Rules ("DTR").

Use of Proceeds

The net proceeds from the Warrant Exercises will further strengthen the Company's balance sheet and provide additional working capital to support the continued execution of Sealand's investment and growth strategy. In particular, the additional capital will provide the Company with greater flexibility to evaluate and pursue investment opportunities in line with its stated focus on technology and AI-related businesses.

Outstanding Warrants

Following the Warrant Exercises, 1,678,806,981 Conversion A Warrants remain outstanding, of which 979,849,931 are held by Mr. Siqi Cao, Chief Executive Officer of the Company. The 4,237,254,794 Conversion B Warrants, each exercisable at £0.00375 per Ordinary Share, are unaffected by the Warrant Exercises and remain outstanding in full.

Admission and Total Voting Rights

Application will be made for the Warrant Shares to be admitted to the Equity Shares (transition) category of the Official List and to trading on the main market of the London Stock Exchange plc ("Admission"). It is expected that Admission will become effective and that dealings in the Warrant Shares will commence at 8.00 a.m. on or around 2 September 2026. The Warrant Shares will, on Admission, rank pari passu in all respects with the existing Ordinary Shares.

The Warrant Shares will be allotted and issued pursuant to the authority granted to the Directors at the General Meeting held on 26 March 2026, pursuant to Resolutions 2 and 3 passed at that meeting, under which the Directors were authorised to allot up to 27,000,000,000 new Ordinary Shares and to disapply statutory pre-emption rights in respect of such allotments.

Following Admission, the total issued share capital of the Company will consist of 8,193,979,829 Ordinary Shares, each carrying one voting right. There are no shares held in treasury.

This figure of 8,193,979,829 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 DTR.

Siqi Cao, Chief Executive Officer of Sealand, commented:

"The exercise of these warrants provides Sealand with a further £4.94 million of capital and significantly strengthens our financial position as we continue to execute our growth strategy.

"We are continuing to evaluate a number of opportunities across our target sectors and this additional capital gives us greater flexibility to pursue those opportunities where we believe they can create long-term value for shareholders. We are grateful for the continued support of our investors and look forward to updating shareholders on our progress."

The Directors of the Company are responsible for the release of this announcement.

-ends-

Enquiries:

Sealand Capital Galaxy Limited

Ms. Elena Suet Sum Law (Chairwomen)

Mr. Siqi Cao (Chief Executive Officer)

Mr. Geoffrey Griggs (Non-Executive Director)

Mr. Chong Sun Terng (Non-Executive Director)

Ms. Daphne Zhang (Non-Executive Director)

SPARK Advisory Partners Limited (Financial Adviser)     [phone]/3551

Mark Brady / Angus Campbell

Investor Relations and Media

[e-mail]

Notes to Editors:

The Company's shares are traded on the Equity shares (transition) category of the London Stock Exchange under ticker LSE: SCGL.

Further information on Sealand Capital Galaxy Limited is available on: www.sealandcapitalgalaxy.com.

 

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