Igraine Plc - Placing and Subscription to raise over £7million Board Changes and New Ethereum Treasury Management Strategy

                                      14 October 2025

Igraine PLC

("Igraine" or the "Company")

 

Placing and Subscription to raise over £7million

  Board Changes and New Ethereum Treasury Management Strategy

 

Igraine PLC (AQSE: KING), the alternative energy and life sciences entity, is pleased to announce it has raised gross proceeds of £7,151,000 via a direct subscription with the Company and a placing via its broker Peterhouse Capital (together the "Fundraise"). The Fundraise involves the issue of 2,860,400,000 new ordinary shares ("Fundraising Shares") at a price of £0.0025 per share (the "Issue Price") to a range of new investors ("Investors") subject to a General Meeting. The General Meeting circular will be issued shortly.

 

In addition, the Company announces proposed changes to its Board of Directors, initially involving the appointment, subject to confirmatory due diligence, of Oliver Murphy, and the resignation of Simon Grant-Rennick. Mr. Murphy will be investing a total of £15,000 as part of the proposed Fundraise.

 

HIGHLIGHTS

·      £7,151,000 raised at a price of £0.0025 per share (the "Issue Price") from a range of new investors. Fundraise will be one of the largest completed by an AQUIS-listed company in over two years.

·      A series of new Board appointments planned to advance the Company's corporate strategy of embarking on an Ethereum Treasury Management Policy alongside its existing battery energy storage systems (BESS) and electric vehicle (EV) charging sectors

·      On completion of the Fundraise, investors will receive one warrant for each new ordinary share subscribed for, exercisable at the Issue Price (the "Investor Warrants"). All warrants are exercisable for a period of two years from the date of this announcement and are subject to a one-year lock-in from this date.

 

David Levis, Chief Executive Officer of Igraine, commented:

 

"The proposals outlined today are unequivocally transformational for the Company. Against a continued backdrop of lethargy and stagnation in the UK smallcap equity marketplace, Igraine and its stakeholders have managed, subject to shareholders' approval, to complete a fundraise which propels the Company into the forefront of the nascent UK-listed crypto currency marketplace.

 

We see this as a perfect, complimentary, fit, for Igraine's existing alternative energy interests, and look forward to materially developing such activities in the near term alongside our new Ethereum Treasury Management Policy".

 

FURTHER DETAILS

Future Strategy

 

Following approval from shareholders at the forthcoming General Meeting, completion of the Fundraise and reconstitution of the Board (the "New Board"), the New   Board intends to adopt a formal Ethereum treasury policy.

 

This policy will allow the Company, at its discretion, to allocate funds from the Fundraising and any future fundraises into Ethereum, a leading decentralised digital asset. The objective of this policy is to preserve long-term value, enhance capital efficiency, and align the Company's treasury management with evolving market opportunities.

 

In parallel with the adoption of the proposed Ethereum Treasury Policy, the Company continues to focus on the development and operation of its commercial activities in the battery energy storage systems (BESS) and electric vehicle (EV) charging sectors. The New Board views the Ethereum Treasury Policy as a complementary treasury management initiative, supporting and strengthening the Company's wider operational and commercial strategy in EV charging and energy storage.

 

The Company is seeking Shareholders' approval at the forthcoming General Meeting, inter-alia, for the grant of authorities to allot up to a maximum aggregate nominal amount of £10,000,000 in New Ordinary Shares. The authorities are being sought to provide the Company with the flexibility to issue new shares as part of its ongoing efforts to procure substantial funding for its business operations and proposed Ethereum Treasury Policy.

 

Placing and Subscription

Peterhouse Capital ("Peterhouse"), as agent for the Company, has conditionally raised approximately £3,317,000 (before expenses) through a placing of 1,326,800,000 Ordinary Shares with new and existing investors and £3,834,000 through a subscription for 1,533,600,000 Ordinary Shares, at the Issue Price. The Issue Price represents a discount of approximately 29 per cent. to the mid-market closing price of   £0.0035 per Ordinary Share on the close of business of 13 October 2025. The Fundraising has not been underwritten and is conditional, inter alia, upon: (a) the passing of the resolutions at the General Meeting (the "Resolutions"); (b) admission of the Fundraising Shares to trading on the Aquis Growth Market ("Admission") not being later than 30 November 2025.

 

If these conditions are not met, then the Fundraising will not proceed.

 

Applications will be made for Admission, subject, inter alia, to the passing of the Resolutions at the proposed forthcoming General Meeting.

 

Following completion of the Fundraising, the participants in the Fundraising will, in aggregate, hold approximately 95.93 per cent. of the Enlarged Issued Share Capital.

 

Investor Warrants

 

Participants in the Fundraising will receive one warrant for every one Ordinary Share subscribed for as part of the Fundraising ("Investor Warrants"). The Investor Warrants will be valid for two years from the date of Admission of the Fundraising Shares, have an exercise price of £0.0025 and are only exercisable after 12 months from Admission.

 

The proceeds of the placing and subscription will be used to strengthen the Company's balance sheet, provide working capital, and facilitate the implementation of the Company's strategic objectives, including the development and management of its investment portfolio.

 

Consultants and Advisory Board

 

It is the intention of the Company to form a Consultants and Advisory Board ("CAB"), to provide additional advice, guidance and strategic direction to the Igraine Board, regarding the Company's financial, operational and Ethereum policy. A pool of 5% warrants of the issued share capital from time to time, exercisable at the Issue Price, will be reserved as appropriate remuneration and incentivisation for CAB members, ("CAB Warrants") and other parties, as decided upon by the Igraine Board.

 

All Investor and CAB Warrants are issued for a two-year period, but subject to a one-year lock in and are only exercisable in the second year.

 

Board Changes

 

Non-Executive Director Simon Grant Rennick will resign from the Board upon the passing   of the resolutions at the forthcoming General Meeting. The Board of Directors would like to express its gratitude to Simon for his invaluable contribution and service to the Company.

 

As part of this major strategic move by the Company, it is proposed that a number of new Board Directors, Advisors and Consultants will join as key Igraine stakeholders in the near future. As a first step in this ambitious plan, the Company proposes, subject to final confirmatory due diligence, to appoint Oliver Murphy to the Board as an Executive Director.

 

Mr. Murphy is a senior financial executive and Chartered Accountant with over 25 years of leadership experience, most recently operating as a Corporate Finance Advisor. Prior to this, he served as Group CFO of PhCann International, a leading European medical cannabis producer with operations in multiple international markets. Before PhCann, Mr. Murphy was a Partner at Deloitte Central Europe for 12 years, where he built and led the market-leading Transaction Advisory team and was simultaneously responsible for Quality & Risk Management for the firm's Financial Advisory practice across Central Europe.

 

Mr. Murphy has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:

 

 

 

 

Mr. Murphy does not hold any Ordinary Shares in the Company as at the date of this announcement.

 

There is no further information regarding   Mr. Murphy to be disclosed pursuant to Rule 4.9 of the Aquis Rules.

 

As noted above, the Company intends to publish a circular shortly convening a General Meeting of shareholders to approve, inter-alia, the Fundraise and the adoption of an Ethereum Treasury Management Policy.

 

A further announcement will be made upon the publication of this circular.

 

The Directors of the Company accept responsibility for the contents of this announcement.

 

 

For further information please contact: