4 March 2024

Dukemount Capital Plc

("Dukemount" or the "Company")

Capitalisation of Outstanding Loan, Issue of Equity and Warrants

The board of directors, Dukemount Capital Plc, is pleased to announce the capitalisation of the £900,000 ("Outstanding Balance"), due under the Facility Agreement dated 14 September 2021 (the "Facility Agreement") by way of an equity subscription at £0.001  per share (the "Subscription") into 900,000,000 new ordinary shares ("Subscription Shares") by Paul Gazzard, a director of Dukemount.

Background

The Outstanding Balance has been transferred and assigned to Paul Gazzard, a director of Dukemount. In consideration, the lenders of the Facility Agreement (the "Noteholders") will be paid £150,000 in cash and 225,000,000 new ordinary shares in Dukemount payable on completion of the Subscription.

Following admission to trading of the Subscription Shares, Mr Gazzard has agreed to sell the Subscription Shares at £0.001 to new investors for £150,000 ("New Investors"). These New Investors have agreed to transfer 225,000,000 of the total Subscription Shares to the Noteholders. The balance of 675,000,000 ordinary shares will be issued to the New Investors.

As the new investors were introduced by Peterhouse Capital Limited ("Peterhouse") and in light of the work undertaken by Peterhouse to date, the Company has agreed to provide Peterhouse with warrants over 3% of the Company's issued share capital from time to time, exercisable over 3 years at £0.001 (the "Warrants").

Completion of the Subscription is conditional on, inter alia :- the Subscription Shares being admitted to listing on the Official List (standard listing segment) and to trading on the London Stock Exchange's main market for listed securities on or around 5 March 2024.

Applications have be made to the FCA and the London Stock Exchange for admission in respect of the Subscription Shares. It is expected that Admission will become effective, and that dealings in the Subscription Shares are expected to commence, at 8.00 a.m. on 5 March 2024.

The rights attaching to the Subscription Shares will be uniform in all respects and all of the new Subscription Shares will rank pari passu and form a single class for all purposes with the existing issued shares of £0.001 par value in the Company.

Total Voting Rights

Following Admission, the Company has 969,316,623 ordinary shares of £0.001 par value in issue, each with one vote per share (and none of which are held in treasury). The total number of voting rights in the Company is therefore 969,316,623. This figure of 969,316,623 may be used by shareholders in the Company as the denominator for calculations to determine if they have a notifiable interest in the share capital of the Company under the Disclosure Guidance and Transparency Rules, or if such interest has changed. For further information, please visit www.dukemountcapitalplc.com or contact:

Dukemount Capital Plc :                                                                                Email [email protected]

CEO: Paul Gazzard

Non-Executive Director: Geoffery Dart

Broker Enquiries:  

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

Lucy Williams/Duncan Vasey

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them.