THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY RETAIL BOOK LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 994238). THIS FINANCIAL PROMOTION IS NOT INTENDED TO BE INVESTMENT ADVICE.

This announcement is an advertisement and not an admission document or a prospectus and does not constitute or form part of an offer to sell or issue or a solicitation of an offer to subscribe for or buy any securities nor should it be relied upon in connection with any contract or commitment whatsoever in any jurisdiction. Potential investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of the information in the final form of an admission document (the "Admission Document") including the risk factors set out therein, prepared by Quantum Base Holdings plc's in connection with the proposed admission of Quantum Base Holdings plc's issued and to be issued ordinary shares of £0.001 pence each in the capital of the Company ("Ordinary Shares") to trading on AIM, a market of that name operated by London Stock Exchange plc ("AIM"), and approved by RetailBook solely for the purposes of section 21 of FSMA. Upon any such publication the Admission Document will supersede this announcement, and the information contained herein in its entirety and your investment decision, if any, must be made only on the basis of the information contained therein. Copies of the Admission Document will, following publication, be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Company and online at www.quantumbase.com, subject to applicable securities laws or regulations.

01 April 2025

Quantum Base Holdings plc

("Quantum Base" or the "Company")

Launch of RetailBook Offer

·      Quantum Base announces a conditional retail offer of new Ordinary Shares via RetailBook to raise up to £1.0m from retail investors;

·      The Issue Price for the new Ordinary Shares is 23.1 pence per new Ordinary Share;

·      Investors can take part through RetailBook's partner network of retail brokers, wealth managers and investment platforms, (subject to such partners' participation), which includes AJ Bell, Hargreaves Lansdown and interactive investor;

·      Applications for Shares through these partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as General Investment Accounts ("GIAs");

·      There is a minimum subscription of £250 per investor in the RetailBook Offer;

·      No commission will be charged by RetailBook on applications to the RetailBook Offer.

The RetailBook Offer

Quantum Base is pleased to announce the launch of an exempt public offer of up to 4,329,004 new Ordinary Shares to retail investors in the UK via RetailBook in connection with its proposed admission to trading on AIM.

Further information on Quantum Base and its business is set out in the Admission Document expected to be published shortly. Upon publication, copies of the Admission Document will be available during normal business hours on any day (except Saturdays, Sundays and public holidays) at the registered office of the Company, online at www.quantumbase.com and from participating retail brokers, wealth managers and investment platforms, subject to applicable securities laws or regulations.

The RetailBook Offer is being made separately to an offer of new Ordinary Shares to certain institutional investors (the "Institutional Offer"). The issue price is 23.1 pence per new Ordinary Share to be issued or sold pursuant to the Institutional Offer and the RetailBook Offer (the "Issue Price").

The RetailBook Offer is conditional on any new Ordinary Shares to be issued pursuant to the RetailBook Offer and the Institutional Offer being admitted to trading on AIM ("Admission"). Admission is expected to take place and dealings in the new Ordinary Shares to commence no later than 8.00 a.m. on 4 April 2025. The RetailBook Offer will not be completed without the Institutional Offer also being completed but completion of the Institutional Offer is not conditional on the completion of the RetailBook Offer.

The Company will use the net proceeds for pursuing the Company's growth plans through new hires, the development of key product lines, pursuing the Company's business plan and for general working capital purposes. Further information on the use of proceeds is available in the Admission Document.

Reason for the RetailBook Offer

The RetailBook Offer is open to eligible investors resident and physically located in the United Kingdom following release of this announcement. The RetailBook Offer is expected to close at 11:00 a.m. on 3 April 2025 and may close earlier at the discretion of the Company or if it is oversubscribed.

Investors can participate through RetailBook's partner network of investment platforms, retail brokers and wealth managers, subject to such partners' participation. Participating partners include:

·      AJ Bell;

·      Hargreaves Lansdown; and

·      interactive investor

Applications for new Ordinary Shares through participating partners can be made from tax efficient savings vehicles such as ISAs or SIPPs, as well as GIAs. Investors wishing to apply using their ISA, SIPP or GIA should contact their investment platform, retail broker or wealth manager for details of their terms and conditions, process and any relevant fees or charges. EIS shares may also be offered to those investors seeking to claim EIS relief. Please ensure you understand the eligibility requirements for each share class; we recommend consulting your broker and financial advisor before making an investment decision.

The new Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the new Ordinary Shares issued pursuant to the Institutional Offer, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

Brokers wishing to offer their customers access to the RetailBook Offer and future RetailBook transactions, should contact partners@retailbook.com. Retail investors that wish to receive alerts for future RetailBook transactions should sign up here: https://www.retailbook.com/sign-up-new. 

Eligibility for the RetailBook Offer

To be eligible to participate in the RetailBook Offer, applicants must be a customer of a participating partner. Eligible investors wishing to subscribe for new Ordinary Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer.  Eligible investors wishing to apply for new Ordinary Shares should contact their investment platform, retail broker or wealth manager to confirm if they are participating in the RetailBook Offer. Some partners may only accept applications from existing customers.

There is a minimum subscription of £250 per investor. The terms and conditions on which investors apply will be provided by the relevant financial intermediaries including relevant commission or fee charges. Note, no commission will be charged to investors by RetailBook in connection with the RetailBook Offer.

The Company reserves the right to scale back any order under the RetailBook Offer at its discretion. The Company reserves the right to reject any application for subscription under the RetailBook Offer without giving any reason for such rejection.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser.

It should be noted that an application for new Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Pathfinder Admission Document before making a decision to apply for new Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any doubt.

An investment in the Company will place capital at risk. The value of your investment in the Company and any income from it is not guaranteed and can go down as well as rise due to stock market and currency movements. When you sell your investment, you may get back less than the amount originally invested.

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

For further information, please contact:

This announcement should be read in its entirety. In particular, the information in the "Important

Notices" section of the announcement should be read and understood.

Enquiries

Further information on the Company can be found on its website at https://quantumbase.com/.

Important Notices

This announcement has been prepared by, and is the sole responsibility of, the Company.

It is a term of the RetailBook Offer that the total value of the new Ordinary Shares available for subscription at the Issue Price under (i) the RetailBook Offer; and (ii) any other offer to the public in the United Kingdom falling within section 86(4) of FSMA, does not (in aggregate) exceed the equivalent of €8 million. The RetailBook Offer is offered in the United Kingdom under the exemption from the requirement to publish a prospectus in section 86(1)(e) and 86(4) of FSMA. As such, there is no need for publication of a prospectus pursuant to the Prospectus Regulation Rules of the Financial Conduct Authority, or for approval of the same by the Financial Conduct Authority. The RetailBook Offer is not being made into any jurisdiction other than the United Kingdom.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The new Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the new Ordinary Shares is being made in the United States. The new Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act. In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for new Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

RetailBook is a proprietary technology platform owned and operated by Retail Book Limited (registered address at 10 Queen Street Place, London EC4R 1AG). Retail Book Limited ("RetailBook") is authorised and regulated in the United Kingdom by the Financial Conduct Authority (FRN 994238).

The value of new Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements.

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Retail Book expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law.

The information in this announcement is for background purposes only and does not purport to be full or complete. None of RetailBook or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. RetailBook and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith.

No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The new Ordinary Shares to be issued or sold pursuant to the RetailBook Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

END