Allotment and Admission of New Shares

NET ZERO INFRASTRUCTURE PLC
("NZI" or the "Company")

Allotment and Admission of New Shares

Additional Fundraise

Board of Directors

Net Zero Infrastructure PLC (LSE: NZI), a special purpose acquisition company, is pleased to announce that, further to the Company's announcements dated 30 July 2026 and 19 August 2026 regarding the successful completion of two fundraisings (the "Placings"), application has been made for the admission to trading on the main market for listed securities of the London Stock Exchange plc ("Main Market") of an aggregate of 41,450,000 new ordinary shares of £0.01 each in the Company (the "New Shares"). The following additional information is disclosed in accordance with The Public Offers and Admissions to Trading Regulations 2024 (POATRs) PRM 1.6.4R.

The New Shares comprise 25,000,000 ordinary shares issued pursuant to the fundraising announced on 30 July 2026 and a further 16,450,000 ordinary shares issued pursuant to the additional fundraising announced on 19 August 2026.

The Placings generated aggregate gross proceeds of £414,500 for the Company, with the New Shares issued at a price of 1 pence per share.

In accordance with the terms of the Placings, investors were also entitled to receive one warrant for every two New Shares subscribed for, resulting in an aggregate of 20,725,000 warrants being issued to investors. Each warrant is exercisable at 1.5 pence per ordinary share for a period of three years from the date of issue.

The net proceeds of the Placings are being used primarily to fund professional fees and working capital requirements as the Company continues to progress its proposed reverse takeover and intended admission to AIM.

Application has been made for the 41,450,000 New Shares to be admitted to trading on the Main Market of the London Stock Exchange plc ("Admission").

Notwithstanding such application, dealings in the Company's ordinary shares remain suspended and therefore dealings in the New Shares will not commence until the publication of the Company's AIM Admission Document in relation to its initial transaction (announced on 22 May 2025), or an announcement that such initial transaction is not proceeding and the suspension is subsequently lifted.

The New Shares will rank pari passu in all respects with the Company's existing ordinary shares, including in respect of voting rights and entitlement to dividends and other distributions declared, made or paid following Admission.

Following Admission, the Company's issued share capital will consist of 102,150,000 ordinary shares of £0.01 each. The Company does not hold any ordinary shares in treasury. Accordingly, the total number of voting rights in the Company will be 102,150,000. This figure of 102,150,000 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.

Additional Fundraise

 In connection with the Investment Agreement signed on 12/1/2026 and announced in the RNS 16/4/2026 an additional £100K was drawn on 28/5/2026 for the purposes of working capital.

Board of Directors

Kenn MacMillan has been appointed to the Board with effect from 4/9/2026.

Kenn has over 30 years of financial services experience beginning in 1990 as a client advisor at JB Were and Son and the Merrill Lynch in 1998. He joined UBS Wealth management in 2004 becoming Managing Director in 2007.

Kenn founded MacMillan Capital an investment and corporate advice business in January 2020.

Kenn's career spans corporate advice, investment advice and Non-Executive Directorships with significant experience managing financial services businesses, raising capital, strategy and investment across all asset classes.

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Caution regarding forward looking statement:

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward-looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.