Fundraise

THIS ANNOUNCEMENT ("ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS STATES, TERRITORIES AND POSSESSIONS ("UNITED STATES"), AUSTRALIA, CANADA, JAPAN, SINGAPORE, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE PROHIBITED BY ANY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN FROM CERTAIN PERSONS IN RELATION TO THE FUNDRAISE (AS DEFINED BELOW). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

5 August 2026

capAI plc

(the "Company" and, together with its subsidiaries and subsidiary undertakings, the "Group" or "capAI")

Fundraise

capAI (LSE: CPAI, OTCQB: CPIQF), the applied artificial intelligence ("AI") venture platform, is pleased to announce a conditional fundraise of £280,000 (before expenses) via a placing coordinated by its broker, AlbR Capital Limited ("AlbR"), and a subscription by Professor Ronjon Nag, Executive Chairman of the Company, to support the continued development of the Group's capMedical and capMedia platforms and for general working capital purposes (the "Fundraise").

Highlights

·      Fundraise to raise gross proceeds of £280,000 through the issue of new ordinary shares of £0.0001 each ("Ordinary Shares"; "Fundraise Shares") at an issue price of 0.45 pence per Ordinary Share (the "Issue Price")

·      One warrant to be granted for each new Fundraise Share issued pursuant to the Fundraise, exercisable at 1 pence per Ordinary Share at any time during the 12 months following Admission (as defined below) (each, a "Warrant")

·      Professor Ronjon Nag, OBE, Executive Chairman, has agreed to subscribe for 5,555,555 new Ordinary Shares (and associated warrants) for an aggregate consideration of £25,000, demonstrating his continued alignment with Shareholders

·      Net proceeds to be utilised to support the continued development of the Group's capMedical vertical, including the Ageotype longevity platform licensed pursuant to the licence and option agreement with R42 Group LLC ("R42") announced by the Company on 23 July 2026, and the Group's capMedia portfolio, following the extension of the Author42, Movie42 and Gamers42 licence and option agreements with R42 announced by the Company on 9 July 2026

·      Balance of net proceeds to be applied towards the Group's general working capital requirements

Background

Since the start of 2026, the Group has continued to progress its capital-light venture model across its capMedical and capMedia verticals. In capMedical, the Company executed a licence and option agreement with R42 in respect of Ageotype, an AI-powered longevity and preventative health data platform, representing the Group's first platform within capMedical.

In capMedia, the Company agreed with R42 to extend the licence and option arrangements for Author42, Movie42 and Gamers42, providing additional runway for the continued development and commercialisation of each platform.

The Company's board of directors ("Board") believes the Fundraise will provide the Company with additional resources to continue supporting these initiatives, alongside the Group's general working capital requirements, consistent with its disciplined, capital-efficient strategy.

Details of the Fundraise

The Company has raised gross proceeds of £280,000 through a combination of a placing and a subscription for new Fundraise Shares at the Issue Price, comprising:

·      £255,000 through a placing of 56,666,666 Fundraise Shares (the "Placing Shares") at the Issue Price, coordinated by AlbR (the "Placing"); and

·      £25,000 through a subscription for 5,555,555 Fundraise Shares (the "Subscription Shares") at the Issue Price by Professor Ronjon Nag, OBE (the "Subscriber") (the "Subscription").

In connection with the Fundraise, the Company will grant one Warrant for each Fundraise Share issued, entitling the holder to subscribe for one further new Ordinary Share at an exercise price of 1 pence per Ordinary Share, exercisable at any time during the period of 12 months from Admission. The Warrants will be constituted by a warrant instrument to be adopted by the Company and will not be admitted to trading on the main market for listed securities of London Stock Exchange plc ("Main Market") or any other exchange. The Fundraise has not been underwritten.

Application has been made for the Fundraise Shares to be admitted to trading on the Main Market ("Admission"). It is expected that Admission will become effective and that dealings in the Fundraise Shares will commence at 8.00 a.m. on or around 10 August 2026.

The Fundraise is conditional on Admission.

In connection with the Fundraise, the Company will issue new Ordinary Shares with an aggregate value of £12,000 at the Issue Price to satisfy certain advisory fees (the "Fee Shares"). Such Fee Shares will be admitted to trading on the Main Market on the same terms and at the same time as the Fundraise Shares.

Director participation

Professor Ronjon Nag, OBE, Executive Chairman, has subscribed for 5,555,555 Fundraise Shares for an aggregate consideration of £25,000 pursuant to the Subscription, and shall receive the associated Warrants.

This participation demonstrates his continued alignment with Shareholder interests and confidence in the Group's strategy and execution capability.

AlbR acted as the Company's broker in connection with the Placing.

Use of net proceeds

The net proceeds of the Fundraise are intended to be applied by the Company towards the continued development of its capMedical and capMedia platforms, including the Ageotype longevity platform and the Author42, Movie42 and Gamers42 platforms referred to above, as well as working capital.

In addition, the Fundraise supports the Company's capacity to progress a number of further potential opportunities currently under evaluation within these verticals and in certain adjacent sectors, consistent with the disclosure in the Company's announcement of 23 July 2026. These discussions are at an early stage and there can be no certainty that any will result in a binding agreement. The Company will keep Shareholders updated as appropriate.

Total voting rights

Following Admission, the Company's issued share capital will comprise 491,321,950 Ordinary Shares (comprising 426,433,063 Ordinary Shares currently in issue, plus 62,222,221 Fundraise Shares and 2,666,666 Fee Shares). The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 491,321,950.

In accordance with the FCA's Disclosure Guidance and Transparency Rule 5.6.1, this figure may be used by Shareholders 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.

Further updates will be provided as appropriate, in line with the Company's disclosure obligations.

Commenting, Professor Ronjon Nag, OBE, Executive Chairman of capAI, said:

"This Fundraise gives us continued flexibility to build out both our capMedical and capMedia verticals, from advancing Ageotype toward commercial launch to supporting the ongoing development of our media platforms, as well as to evaluate a pipeline of further opportunities. I'm pleased to be able to demonstrate my continued personal commitment to the Company through my participation in the Subscription."

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of capAI is Jack Allardyce, Executive Director.

Enquiries

Company:

capAI plc [email protected]

Broker:

AlbR Capital Limited Tel: +44 (0) 207 469 0930

Director's Dealing Notification

The information set out below is provided in accordance with the requirements of Article 19(3) of UK MAR:

Important Legal Information

The contents of this Announcement have been prepared by, and are the sole responsibility of, the Company.

This Announcement does not constitute, contain or form part of any offer of transferable securities to the public within the meaning attributed to that phrase by section 102B of Financial Services and Markets Act 2000 (as amended).

The Fundraise Shares have not been and will not be registered under the U.S. Securities Act 1933, as amended ("U.S. Securities Act") or under the applicable state securities laws of the United States of America, its possessions or territories, any state of the United States of America and the district of Columbia or any area subject to its jurisdiction or any political subdivision thereof ("United States" or "U.S.") and may not be offered or sold directly or indirectly in or into the United States. No public offering of the Fundraise Shares is being made in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. The Fundraise Shares are being offered and sold outside the United States in (i) "offshore transactions", as defined in, and in compliance with, Regulation S of the U.S Securities Act to non-U.S. persons (within the meaning of Regulation S of the U.S. Securities Act) or (ii) in the United States to "qualified institutional buyers" pursuant to Rule 144A of the U.S. Securities Act or to "accredited investors" as defined in Rule 501(a) of Regulation D under the U.S. Securities Act; (iii) pursuant to Rule 144 under the U.S. Securities Act (if available) or another exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, in each case in compliance with all applicable securities laws of the United States or any State or other jurisdiction of the United States. In addition, the Company has not been, and will not be, registered under the U.S. Investment Company Act of 1940, as amended. In addition, the Fundraise Shares have not been nor will be registered in Australia, Canada, Japan, or the Republic of South Africa or in any country, territory or possession where to do so may contravene local securities laws or regulations.

This Announcement may contain forward-looking statements. The forward-looking statements include, but are not limited to, statements regarding the Company's or the Directors' expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statement that refers to projections, forecasts or other characterisations of future events or circumstances, including any underlying assumptions, is a forward-looking statement. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intend", "may", "might", "plan", "possible", "potential", "predict", "project", "seek", "should", "would" and similar expressions, or in each case their negatives, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current expectations and assumptions regarding the Company, the business, the economy and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements are not guarantees of future performance and the Company's actual financial condition, actual results of operations and financial performance, and the development of the industries in which it operates or will operate, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement. In addition, even if the Company's financial condition, results of operations and the development of the industries in which it operates or will operate, are consistent with the forward-looking statements contained in this Announcement, those results or developments may not be indicative of financial condition, results of operations or developments in subsequent periods. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global, political, economic, social, business, technological, competitive, market and regulatory conditions.

Any forward-looking statement contained in this Announcement applies only as of the date of this Announcement and is expressly qualified in its entirety by these cautionary statements. Factors or events that could cause the Company's actual plans or results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which any forward-looking statement contained in this Announcement is based, unless required to do so by applicable law.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 or the Public Offers and Admissions to Trading Regulations 2024 or the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook of the FCA) to be published.