JADE ROAD INVESTMENTS LIMITED

("Jade Road Investments", "JADE" or the "Company)

Equity Fundraising

Jade Road Investments Limited (AIM:JADE), the London quoted investment company that looks to provide investors exposure to alternative investments which aim to offer higher returns and lower risk than traditional asset classes, is pleased to announce it has raised £1.2m via a subscription for 200 million shares at a subscription price of £0.006 from NOIA Capital (DIFC) Ltd (NOIA) (Subscription). 

NOIA is a growth-focused multi-family office and investment firm committed to generating long-term, risk-adjusted returns through a diversified platform of funds and strategies. Established in 2019 with an initial focus on digital assets and direct investments, NOIA today enables investors to participate across both public and private markets through a variety of tailored strategies. The firm operates across multiple regions, with teams based in Dubai, Brussels, London, Geneva, and Luxembourg and is licensed and regulated in Dubai.

Jade's strategy through its relationship with NOIA is to provide Jade with access to the opportunity to invest in and benefit from the growth of leading private technology companies-an opportunity typically reserved for professional investors such as family offices, venture capital, and private equity firms. The objective is to deliver long-term capital appreciation through a carefully selected and diversified portfolio of high-quality, mid/late-stage technology businesses. At the same time, Jade will aim to provide liquidity that a public company offers and  is otherwise difficult to access.

As a result of the Subscription, NOIA will own 83.85% of Jade's enlarged issued share capital.  Pursuant to Jade's articles of association (Articles), when any shareholder acquires, whether in a single transaction or by a series of transactions over a period of time, an interest in Jade's shares which carry 30% or more of the voting rights of the Company such shareholder shall be obliged to extend an offer to the holders of all the issued shares in the Company.  Such an offer must be in cash or be accompanied by a cash alternative at not less than the highest price paid by that shareholder for any interest in shares during the 12 months prior to the date upon which an announcement of the offer (Mandatory Cash Offer).  The requirement for such a Mandatory Cash Offer can be obviated by shareholders independent of NOIA consenting to the Subscription by ordinary resolution on a poll (Whitewash Resolution).

The Articles further provide that, where in the opinion of the board of directors of the Company (Board), it is in such a serious financial position that the only way it can be saved is by an urgent rescue operation which involves the issue of new shares to, or the acquisition of existing shares by, the rescuer, without having obtained a Whitewash Resolution, and which would therefore otherwise require such rescuer to make a Mandatory Cash Offer, the Board may waive the requirements of the Articles with regard to such rescuer making a Mandatory Cash Offer provided that a Whitewash Resolution is passed as possible after the rescue operation is carried out.

The Board has carefully considered the Subscription (and the fact that absent a Whitewash Resolution, NOIA's shareholding in the Company upon completion of the Subscription would require it to make a Mandatory Cash Offer) and the financial position of the Company.  The Board concluded that it was imperative for the Company's survival, given its precarious financial position, that the Subscription was completed urgently and prior to a Whitewash Resolution having been obtained.  The Board confirms that it intends to publish a circular including a notice of general meeting of the Company (Notice) forthwith at which a Whitewash Resolution will be tabled (Circular).  Further, the Board has sought and received an irrevocable voting undertaking to vote in favour of such Whitewash Resolution from Heirloom Investment Management LLC (together with funds associated with it), which together will represent 55.56% of the shares held by independent shareholders of the Company following completion of the Subscription.

In addition to the Whitewash Resolution, the Circular will set out more detail of the proposed new strategy for Jade and the Notice will also include resolutions to change the Company's investing policy and appoint two new directors nominated by NOIA to the Board.

The Company announced on 27 May 2025 that it had entered into a subscription agreement with Verus Financial Services Limited (Verus) for a proposed subscription by it of £1 million.  No funds were received by the Company from Verus within the timeframe set out in the agreement and accordingly it has been terminated.

The Board is pleased that the Company will now be able to continue on a significantly stronger financial footing and intends to raise further funds beyond this subscription in due course.  The Company's shares are currently suspended from trading on Aim as a result of not having substantially implementing its investing policy within the 12 months since the disposal of the Company's legacy assets on 29 May 2024.

The Board intends to conclude investments in line with its Investing Policy prior to 29 November 2025 such that it would have substantially implemented the policy by that date. Should the Company fail to make such investments in line with its Investing Policy by that date and/or the Company's shares are not readmitted to trading the admission of the Company's securities on AIM will be cancelled in line with AIM Rule 41.

Admission and Total Voting Rights

Application will been made to AIM for 200,000,000 shares (Subscription Shares) to be admitted to trading on AIM as soon as practicable following the lifting of Company's share suspension.

In accordance with the provision of the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the Company confirms that, following the issue of the Subscription Shares its issued ordinary share capital will comprise 238,522,365 ordinary shares. All of the ordinary shares have equal voting rights. The above figure may be used by shareholders as the denominator for the calculations to determine if they are required to notify their interests in, or change to their interest in, the Company.

For further information, please contact:

Jade Road Investments Limited

+44 (0) 778 531 5588

John Croft

Zeus Capital Limited - Nominated Adviser

+44 (0) 203 829 5000

James Joyce / Andrew de Andrade

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