Strategic Review Update and Proposed Fundraising

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

30 June 2025

Belluscura plc

("Belluscura" or the "Company")

Update regarding Strategic Review and proposed Fundraising

Trading Update

Delay to publication of audited 2024 accounts

Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, announced on 9 May 2025 that the Company had initiated a strategic review to evaluate a range of options to substantially strengthen its capital position, supporting both the Company's short-term cash requirements and its significant medium-term growth prospects.

Having considered a number of potential funding options, the Company announces that its wholly-owned subsidiary, Belluscura LLC ("Belluscura LLC") has signed a short-term secured convertible loan note to raise up to $1.5 million (£1.1 million) (the "Loan Note").

The Loan Note has been arranged by Omaha Value, Inc. ("Omaha"), a private US-based merchant banking and investment group.  Omaha has subscribed for an initial $250,000.  Any further subscription will be drawn down at the Company's discretion from funds provided by Omaha and a wider investor group arranged by Omaha (the "Investor Group")

Further Loan Notes may be drawn down in tranches of $250,000 and will be repayable within 12 months from the date of constitution.  It is envisaged that the Loan Note will be repaid from the proceeds of a proposed fundraising, as set out below, or otherwise converted at the holders' option, into new ordinary shares of the Company at a conversion price of 1.125 pence per share.

The Loan Note carries an annualised interest rate of 18.0 per cent, payable monthly in arrears.  The Loan Note will be secured against certain assets of Belluscura LLC and the Company has also agreed to guarantee Belluscura LLC's obligations under the Loan Note.  Under the terms of the Loan Notes Omaha has been granted warrants to subscribe for up to 10,973,750 new ordinary shares in Belluscura, and an exercise price of 1.125 pence, in respect of the initial tranche of $250,0000 of Loan Notes with the right to receive up to a further 5,487,155 warrants on the same terms as part of its arrangement fee.  Omaha and the Investor Group will be granted further warrants on the same basis in respect of any further draw down of Loan Notes.

In addition, the Company has signed Heads of Terms with Omaha, whereby Omaha will procure subscribers for new ordinary shares in the Company to raise a minimum of $12.0 million (£8.9 million) before expenses by means of a direct subscription with the Company (the "Subscription") at a price of 1.125 pence per share.  Omaha and those investors participating in the Subscription will also be granted warrants to subscribe for new ordinary shares in Belluscura equivalent to the number of new ordinary shares issued through the Subscription, at an exercise price of 1.125 pence.  The Company intends also to offer shareholders the opportunity to participate in an open offer to acquire new ordinary shares at the same issue price as subscribers in the Subscription (the "Open Offer").  The new ordinary shares issued pursuant to the Open Offer will receive a warrant equivalent to one new ordinary share for every two new ordinary shares acquired through the Open Offer also at an exercise price of 1.125 pence.

The Subscription and the Open Offer (together, the "Fundraising") will be subject to, inter alia, approval by the Company's shareholders at a general meeting of the Company.

As a result of the Loan Note subscription (assuming it is drawn down in full, and that all subscribers elect to convert the drawn down Loan Note into new ordinary shares, and exercise the attached warrants in full), Omaha and the Investor Group will, on Admission of the resultant new ordinary shares to trading on AIM, represent over 30 per cent. of the enlarged issued share capital of the Company.

In order to enable Omaha and the Investor Group, or any connected party, to proceed with the Loan Note subscription and the Subscription without triggering a mandatory offer obligation for Omaha and the Investor Group, or any connected party, the Company is consulting with the Takeover Panel to seek agreement that, subject to the approval by shareholders on a poll in a general meeting, the requirement for Omaha and the Investor Group to make a mandatory offer to all shareholders under Rule 9 of the Takeover Code might be waived.  No such waiver has yet been agreed.

While the Board can confirm that discussions regarding the Subscription are proceeding as set out above, there can be no certainty that the Fundraising will proceed.  If the Fundraising does not proceed there is a material uncertainty regarding the Company's ability to meet its short-term cash requirements. 

Trading Update

Further to the 9 May 2025 update announcement, demand for the X-PLOR during May continued well, resulting in sales (unaudited) for the month of $0.54m (April 2025: $0.52m).  Demand for the X-PLOR remains robust, reflecting the growing need for portable oxygen solutions globally. Despite financial challenges, the full commercial launch of the new DISCOV-R remains on track for Q3.

Annual Report and Accounts

As stipulated by Rule 19 of the AIM Rules for Companies, the Company is required to publish its audited annual report and accounts for the year ended 31 December 2024 ("Annual Report and Accounts") by 30 June 2025. The preparation and audit of the Annual Report and Accounts has been proceeding satisfactorily. However, because of the ongoing funding discussions the Company will not be able to finalise the Annual Report and Accounts ahead of the deadline of 30 June 2025, as required under the AIM Rules for Companies.

As a result, trading in the Company's ordinary shares on AIM will be suspended with effect from 7:30 a.m. on 1 July 2025.  It is expected that suspension from trading will be lifted upon completion of the funding exercise referred to above, and publication of the audited Annual Report and Accounts.

Further details regarding the Fundraising will be announced as soon as possible.

For further information please contact:

Exchange rate used throughout                £1.00 : $1.35

For further information, please visit https://ir.belluscura.com/