WRAP Retail Offer.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY WINTERFLOOD SECURITIES LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 141455).

23 June 2025

Sundae Bar Plc

("sundae_bar" or the "Company")

WRAP Retail Offer for approx. £500K

Sundae Bar Plc (AIM: SBAR), a company creating a marketplace for AI Agents, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise approx. £500K (the "WRAP Retail Offer") through the issue of new ordinary shares of 0.1p each in the capital of the Company ("Ordinary Shares").  Under the WRAP Retail Offer approx. 4,545,454 new Ordinary Shares (the "WRAP Retail Offer Shares") will be made available at a price of £0.11 per share ("Minimum Subscription") and that amount may be increased at the Board's discretion to meet demand.

Background and use of funds - adoption of Bitcoin Treasury Reserve Policy

The WRAP Retail Offer is in response to strong retail investor interest in the Company. Following the Company's recent admission to AIM and associated £2 million fundraising, which provides working capital for the Company's operational and development requirements for at least 12 months from Admission, the Board of the Company has decided to take the opportunity to build a cash buffer against possible future needs and at the same time to put in place a Bitcoin treasury reserve policy. It is intended that, subject to assessing working capital requirements, a significant portion of the market-driven fundraise will be utilised for Bitcoin treasury acquisition in accordance with the Bitcoin treasury reserve policy the Company is adopting. This approach reflects the Board's belief that digital assets can serve as an effective store of value and inflation hedge. As the Company pursues its growth objectives for the sundae_bar platform, preserving capital value becomes increasingly critical.

Jill Kenney, CEO of sundae_bar, commented: "Having secured operational and product development funding through fundraising conducted in connection with our recent AIM admission, and in light of the strong investor interest, we consider it prudent to raise additional funds to enhance the development of our product and give us additional security for the future. Given that the funds will not be needed immediately, and experience of the Board within this sector, we have decided to adopt a Bitcoin treasury reserve policy as a means of seeking an enhanced return on such surplus funds."

"We remain 100% focused on executing our core business plan as an AI marketplace platform connecting developers with businesses."

The beta version of sundae_bar's AI agent marketplace launched immediately following AIM admission on 3 June 2025, with the Company focusing on onboarding early adopters, expanding the agent directory and refining monetisation tools and offerings. As AI agents emerge as a transformative force in the AI landscape, the platform version 1.0 launch is targeted for Q3 2025.

The Bitcoin treasury reserve policy the Company is putting in place represents a financial strategy decision and complements, but does not alter, the Company's core business operations as an AI marketplace platform connecting AI Agent developers with businesses. The adoption of a Bitcoin treasury policy, details of which will shortly be announced, is not intended to result in the Company becoming or being seen as an investing company.

The WRAP Retail Offer is conditional on it achieving the Minimum Subscription and on the WRAP Retail Offer Shares being admitted to trading on AIM ("Admission"). Subject to achieving the Minimum Subscription it is anticipated that Admission will become effective and that dealings in the WRAP Retail Offer Shares will commence on AIM at 8 a.m. on or around 2 July 2025. A further announcement will be made upon conclusion of the WRAP Retail Offer detailing its results.

WRAP Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the WRAP Retail Offer.

Therefore, the Company is making the WRAP Retail Offer open to eligible investors in the United Kingdom, being new or existing shareholders of sundae_bar following the release of this announcement and through certain financial intermediaries.

A number of retail platforms are able to access the WRAP Retail Offer. Non-holders or existing shareholders wishing to subscribe for Retail Offer Shares should contact their broker or wealth manager who will confirm if they are participating in the Retail Offer.

Retail brokers wishing to participate in the Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.

The Retail Offer is expected to close at 4:30pm on 26 June 2025. Eligible retail investors should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company on or around 27 June 2025.

To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary including individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations. 

There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to amend the size of the retail offer at its discretion. The Company reserves the right to scale back any order and to reject any application for subscription under the WRAP Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The Retail Offer Shares will, when issued, be credited as fully paid, and have the right to receive all dividends and other distributions declared, made or paid after their date of issue.

It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed EUR 8 million (or the equivalent amount in GBP, calculated in accordance with the Prospectus Rules Regulations Sourcebook of the Financial Conduct Authority (the "FCA").

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of investments, and any income, can go down as well as up, so investors could get back less than the amount invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

The Retail Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in sections 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended), or for approval of the same by the FCA. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

Instructions For AJ Bell Clients

Existing shareholders via AJ Bell will receive an email when the offer launches to let them know how to place orders. Clients that don't currently hold the stock already can call through to the dealing team on 0345 54 32 600 to subscribe.

Instructions for Interactive Investor Clients

Existing shareholders via Interactive Investor will receive an email and be able to subscribe for new shares via the Corporate Actions section of the website. Clients that don't currently hold the stock already can call through to the international dealing team on 0345 607 6001 to subscribe.

Instructions For Other Platforms & Brokers

You should contact your platform / broker and ask for instructions to take part. Retail brokers wishing to participate in the WRAP Retail Offer on behalf of eligible retail investors, should contact WRAP@winterflood.com.

For further information please contact:

Further information on the Company can be found on its website at sundaebar.ai and corporate.sundaebar.ai

The Company's LEI is 984500EF5CD7E658D446

This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement should be read and understood.

Beaumont Cornish Limited ("Beaumont Cornish") is the Company's Nominated Adviser and is authorised and regulated by the FCA. Beaumont Cornish's responsibilities as the Company's Nominated Adviser, including a responsibility to advise and guide the Company on its responsibilities under the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed solely to the London Stock Exchange. Beaumont Cornish is not acting for and will not be responsible to any other persons for providing protections afforded to customers of Beaumont Cornish nor for advising them in relation to the proposed arrangements described in this announcement or any matter referred to in it.

Important Notices

This announcement, which has been prepared by and is the sole responsibility of the Company has been approved for the purposes of Section 21 of the Financial Services and Markets Act 2000 ("FSMA") by Winterflood Securities Limited ("Winterflood"), which is authorised and regulated by the Financial Conduct Authority.

The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Ordinary Shares is being made in the United States. The Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement is not an offer of securities for sale into the United States.  The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.  No public offering of securities is being made in the United States.

WRAP is a proprietary technology platform owned and operated by Winterflood (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the Retail Offer, Admission and the other arrangements referred to in this announcement.

The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the FCA, the [Exchange] or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

Any indication in this announcement of the price at which the Ordinary Share have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The Ordinary Shares to be issued or sold pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.