Update re Strategic Review and Proposed Fundraise

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.

11 August 2025

Belluscura plc

("Belluscura" or the "Company")

Update re Strategic Review and Proposed Fundraising

Belluscura plc (AIM: BELL), a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies, provides an update further to the announcement of 30 June 2025 detailing a Proposed Fundraising (the "Announcement").

Omaha Value, Inc ("Omaha")

Despite ongoing dialogue with Omaha since the Announcement, and notwithstanding the Company having requested from Omaha on several occasions draw down of the initial $250,000 subscribed by Omaha under the $1.5 million Loan Note, to date no funds have been received. Consequently, the Company has notified Omaha that the Loan Note is terminated in accordance with its terms.  

As a result of the termination of the Loan Note agreement, any warrants issued or to be issued in connection with the Loan Note facility are deemed invalid and cancelled with immediate effect.

Non Binding Letter of Intent to dispose of certain assets of the Company

The Company has been actively reviewing financial and strategic alternatives with the objective of achieving value for creditors, convertible loan note holders and shareholders of the Company.

The Company has signed a non-binding letter of intent with a US medical device company ("Potential Acquirer") whereby the Potential Acquirer proposes, subject to, inter alia, completion of due diligence and entering into an asset purchase agreement, to acquire certain assets and liabilities of the Company relating to its X-PLOR and DISCOV-R product offering, and/or other products, Intellectual Property, Shenzhen Belluscura Technology Company Limited, and regulatory and manufacturing registrations in US, China, Hong Kong and Singapore (the "Assets").

The Potential Acquirer has been granted a 15 day exclusivity period from 11 August 2025 to undertake due diligence on the Assets.

It is expected that the detailed terms of the proposed purchase will be agreed by the Company and the Potential Acquirer during the exclusivity period.

Disposal of the Assets will be subject to approval by shareholders at a general meeting of Company as required by AIM Rule 15 of the AIM Rules for Companies. 

The ongoing funding discussions means that the Company is not yet able to finalise the 2024 Annual Report and Accounts and as a result trading in the Company's shares remains suspended.

A further announcement will be made in due course.

Capitalised terms not otherwise defined in the text of this announcement have the same meanings ascribed to them as in the "Update regarding Strategic Review and proposed Fundraising" announcement published by the Company at 7.00 a.m. on 30 June 2025.

For further information please contact: