Replacement-Cel AI Completes Fundraise of £500,000.

The following amendments have been made to the 'Cel AI Completes Fundraise of £500,000' announcement released on 23 May 2025 at 18:01:17 under RNS No 0656K.

Application will be made to the Financial Conduct Authority ("FCA") for admission of the New Shares to the Equity shares (transition) category of the Official List.

Following Admission, the Company confirms that its total issued share capital will consist of 824,472,221 Ordinary Shares.

All other details remain unchanged.

The full amended text is shown below.

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION WILL BE CONSIDERED TO BE IN THE PUBLIC DOMAIN.

This announcement is not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire securities. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

23 May 2025

Cel AI PLC
("Cel AI" or the "Company")

Cel AI Completes Fundraise of £500,000 and Launches Bitcoin Treasury Reserve Strategy

Cel AI Plc (LSE: CEL) announces it has raised gross proceeds of £500,000 (before expenses) by way of a placing (the "Placing") for a total of 111,111,111 of new ordinary shares ("Placing Shares") with institutional and accredited investors by CMC Markets UK Plc and a direct subscription by two of the Company's directors, Nickolas Lyth and Matthew Lodge, of 111,111,110 new ordinary shares (the "Subscription Shares" and together with Placing Shares,  the "New Shares"), of 0.1p each in the share capital of the Company ("Ordinary Shares") in each case at an issue price of 0.225p per Ordinary Share, being the 22 May 2025 closing price (the "Issue Price").

The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the existing Ordinary Shares in issue and therefore will rank equally for all dividends or other distributions declared, made or paid after the issue of the Placing Shares.

Use of Proceeds

Net proceeds will be used to fund ongoing operations and initiate the Company's newly approved Bitcoin ("BTC") Treasury Reserve Strategy, aligning Cel AI with the growing cohort of public companies integrating digital assets into corporate treasury management.

The Board notes that a growing number of publicly listed companies-including MicroStrategy, Tesla and Block-have successfully integrated Bitcoin into their treasury policies as a long-term store of value and inflation hedge. By adopting a similar approach, Cel AI aims to diversify its balance sheet and enhance capital-allocation flexibility.

UK-listed Smarter Web Company plc has incorporated a Digital Asset Treasury Policy, accepting Bitcoin for client payments and crediting the move with accelerating organic growth while underpinning its acquisition strategy. Further afield, Tokyo-listed Metaplanet Inc. has accumulated more than 5,000 BTC and delivered a year-to-date treasury yield of over 120 percent after establishing a dedicated U.S. subsidiary to expand its reserve. These examples reinforce the Board's conviction that a disciplined Bitcoin strategy can create tangible shareholder value.

"The early success of pioneers such as Smarter Web Company and Metaplanet shows that thoughtful Bitcoin treasury management can strengthen the balance sheet and signal technological leadership. We intend to follow a similarly prudent path as we execute Cel AI's growth plans," said Olivia Edwards, Board Chair.

Total Voting Rights:

Application will be made to the Financial Conduct Authority ("FCA") for admission of the New Shares to the Equity shares (transition) category of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the New Shares on the LSE's Main Market for listed securities (together "Admission"). It is expected that Admission will take place at or around 8.00 a.m. on or around 30 May 2025.

Following Admission, the Company confirms that its total issued share capital will consist of 824,472,221 Ordinary Shares, with one voting right per Ordinary Share. The Company does not hold any Ordinary Shares in treasury. 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 in their interest in, the share capital of the Company pursuant to the FCA's Disclosure Guidance and Transparency Rules.

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This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy, planned work at the Company's projects and the expected results of such work, mineral grades and mineral reserve and resource estimates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Clear Capital nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.