12 August 2025

Milton Capital Plc

("Milton" or the "Company")

Placing and Subscription to raise £149,500

Milton is pleased to announce that it has raised gross proceeds of £149,500 via a direct subscription with the Company and a placing via its broker Peterhouse Capital Limited, through the issue of 29,900,000 new ordinary shares ("Fundraising Shares") to a range of new and existing investors ("Investors") under the Financial Promotion Order ("FPO") Director's exemption.

Highlights

·    £149,500 raised at a price of £0.005 per share (the "Issue Price") from a range of new and existing investors.

·    Investors will receive one warrant for each new ordinary share subscribed for, exercisable at the Issue Price (the " RTO Investor Warrants"). All warrants vest on the announcement of an Initial Transaction as defined in the Prospectus dated 29 September 2022 and are exercisable within 5 working days from the date of an announcement of an Initial Transaction on a "use them or lose them" basis.

Placing and Subscription

The Company has raised gross proceeds of £149,500 at a price of £0.005 per share through the issue of 29,900,000 new shares to new and existing investors. The Issue Price represents a premium of 11% to the closing mid-market price at 11 August 2025. The new shares represent 23 % of the new enlarged share capital of 129,900,000 shares.

The Company is currently unable to issue and admit the entirety of the Fundraising Shares without either the publication of an FCA approved prospectus or relying upon an exemption to the requirement to issue a prospectus. Consequentially, the issue of the Fundraising Shares involves the issue of 6,400,000 new Ordinary Shares in the Company at a price of £0.005 per share to Director, Richard Mays. Following Admission, Richard Mays has agreed to immediately sell 6,400,000 of the Fundraising Shares, at the Issue Price, to certain sophisticated investors in the placing and subscription.

Further, Richard Mays and Nick Pillar have subscribed to 2,00,000 and 500,000 new Ordinary Shares respectively in the Subscription, at the Issue Price.

The proceeds of the placing and subscription will be used for general working capital.

Admission and Total Voting Rights

The Fundraising Shares rank pari passu with the existing Ordinary Shares. The Company has made applications to the Financial Conduct Authority ("FCA") and the LSE to have the 29,900,000 Fundraising Shares admitted to the equity shares (shell companies) category of the Official List of the FCA and to trading on the main market for listed securities of London Stock Exchange plc ("Admission"), with Admission expected to occur on or around 18 August 2025. 

On Admission, the Company's issued share capital will comprise 129,900,000 Ordinary Shares, with each Ordinary Share carrying the right to one vote. Accordingly, the total number of voting rights in the Company will be 129,900,000 and 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.

Following the new share issues, the Directors holdings are as follows:

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