26 September 2025

BEACON RISE HOLDINGS PLC

("Beacon Rise" or the "Company")

Update in relation to issuance of shares

and

Total voting rights

On 24 April 2025, the board of directors (the "Board") of Beacon Rise announced the issuance of 120,000 new ordinary shares of £1.00 each in the share capital of the Company (the "Ordinary Shares") at a price of £1.50 per new Ordinary Share (the "Issue Price").

It has since come to the Company's attention that while the 120,000 new Ordinary Shares have validly been allotted by the Board, the Board did not at the time make an application (i) to the UK's Financial Conduct Authority (the "FCA") for the admission of the 120,000 new Ordinary Shares to trading on the equity shares (shell companies) category of the Official List of the FCA; and (ii) to trading on the London Stock Exchange Plc (the "LSE") main market for listed securities (together the "Application").

On 19 September 2025, the Company separately announced the proposed issuance of 250,000 new Ordinary Shares at a price of £1.60 per new Ordinary Share to raise in aggregate gross proceeds of £0.4 million (the "Proposed Fundraise"). In accordance with the requirements of the UK Prospectus Regulation, the Company is currently prohibited from issuing more than 20 per cent of its issued share capital during any preceding twelve-month period without the publication of a prospectus. As a result of the Application, the Company will have limited authorities remaining under the exemptions available under the UK Prospectus Regulation to issue new Ordinary Shares. In light of this, and as part of the Proposed Fundraise the Company will now only be seeking the admission of only 111,149 new Ordinary Shares at a price of £1.60 per new Ordinary Share, raising in aggregate gross proceeds of approximately £0.18 million.

The Company is currently exploring a number of alternative options in relation to structuring the balance of the Proposed Fundraise. This includes taking into account the new Public Offers and Admissions to Trading Regulations 2024, which will replace the UK Prospectus Regulation and is expected to be implemented on 19 January 2026. The Company will provide a further update in due course.

Admission

In light of the above, application will now be made: (i) to the FCA for the admission of the 231,149 new Ordinary Shares to trading on the equity shares (shell companies) category of the Official List of the FCA; and (ii) to the LSE for the admission of the 231,149 new Ordinary Shares to trading on its main market for listed securities (together, "Admission"). Admission is expected to take place at 8.00 a.m. on or around 1 October 2025.

Total voting rights

Immediately following Admission, the Company will have 1,411,482 ordinary shares of £1.00 each in issue, each with one voting right. There are no shares held in treasury. Therefore, the Company's total number of ordinary shares in issue and voting rights will be 1,411,482 and this figure may be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

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