Q-Bot Fundraising

For release: 07.00, 31 December 2024

EMV Capital plc

(EMVC, Group or the Company)

Q-bot Limited (Q-Bot) Fundraising

Issue of Shares and Total Voting Rights

EMV Capital plc (AIM: EMVC), the deeptech and life sciences VC investment group, announces that further to its announcement of 3 December 2024, Q-Bot has completed the first closing of its £1.3 million fundraising programme, with an investment value of £0,63 million (Fundraising).

The Fundraising was led and syndicated by EMV Capital Partners Limited, the Company's wholly owned venture capital and corporate finance firm, and includes third party loan monies of £0.1 million pursuant to an extended existing facility agreement, convertible loan monies of £0.51 million pursuant to new convertible loan agreements (CLAs) and advance subscription monies of £0.02 million pursuant to advance subscription agreements (ASAs).

Further to the announcement on 3 December 2024, the Group has participated directly in the Fundraising by investing in a CLA as to a total of c.£350,000 as follows:

·   as to c.£250,000, by issuing to Q-Bot 409,836 new ordinary shares in the capital of the Company (Consideration Shares) at a price of £0.61 per New Share, a 25.5 per cent. premium to the closing price of the Company's ordinary shares on 30 December 2024; and

·   as to c.£100,000 by releasing Q-Bot from outstanding fees due to the Group in respect of services provided.

The terms of the CLA include:

·      interest accruing at 14 per cent. per annum;

·      an 18 month maturity date;

·     the Group having the ability to convert some or all of the CLA monies into equity in Q-Bot at a 70 per cent. discount to the next Q-Bot fundraising round (conversion being at the discretion of the Group other than where Q-Bot raises £3 million, in which case conversion is mandatory); and

·    the Consideration Shares are subject to orderly market provisions, including that if they are to be disposed of by Q-Bot they must be sold through the Company's broker.

As previously announced, as the Fundraising does not establish a fixed price for Q-Bot's shares (given that the conversion price of the convertible instruments is contingent upon factors such as a subsequent fundraising round, an exit event, or the maturity date), the Directors are unable to estimate any changes to the current fair value of Q-Bot as a consequence of the Fundraising. However, in the absence of significant growth prior to its next equity fundraising, it is anticipated that the fair value of Q-Bot could be materially lower than the previously reported figure (direct equity holding of 17.0 per cent. with a fair value of £2.7 million; and other AUM equity holding of 37.4 per cent. with a fair value of £6.0 million).

Admission of Consideration Shares and Total Voting Rights

Application will be made for the Consideration Shares, which will rank pari passu with existing Ordinary Shares, to be admitted to AIM (Admission). It is expected that Admission will become effective and dealings will commence at 8.00 a.m. on or around 3 January 2025.

Following Admission, the total issued share capital of the Company will consist of 27,767,391 Ordinary Shares. The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company will be 27,767,391 Ordinary Shares. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

The person responsible for arranging the release of this announcement on behalf of the Company is Ed Hooper, Executive Director and General Counsel of the Company.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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About EMV Capital plc (EMVC)

EMV Capital plc, formerly known as NetScientific plc, is a deep tech and life sciences venture capital investment group with an international portfolio of high-growth companies.

With a strategic focus on generating superior returns for investors from the fast-growing sectors and technologies that will define our future; EMV Capital invests in, manages and strengthens early stage IP-rich companies.

EMV Capital holds both direct equity stakes and carried interest in its portfolio companies, creating an evergreen structure that supports extensive growth and value creation. EMV Capital's investment thesis is realised through these capital sources:

·     capital-efficient investments through Group balance sheet;

·     fund management of the Evergreen EIS and Martlet Capital Funds;

·     syndicated investments leveraging its network of third-party investors.

EMV Capital's approach is characterised by its proactive management style, aiming to advance portfolio companies to critical value inflection points by actively engaging with them. Companies are supported through Board representation and the use of its Value Creation Services practice.

Headquartered in London, with a Cambridge presence and strong international links, EMV Capital is quoted on the AIM market of the London Stock Exchange.

For more information, visit www.emvcapital.com