MicroSalt Plc

("MicroSalt" or the "Company")

Publication of Circular and Notice of General Meeting

MicroSalt (AIM: SALT), a leading manufacturer of full-flavour natural salt containing approximately 50% less sodium, announces it has published a circular to Shareholders (the "Circular") to convene a General Meeting in order to provide the Company with the necessary authorities to carry out a proposed equity Fundraise. The General Meeting is to be held on 2 October 2026 at 11:00 a.m., at the offices of Bird & Bird LLP, 12 New Fetter Lane, London EC4A 1JP.

Copies of the Circular and the Form of Proxy have been posted to Shareholders who have elected to receive communications in hard copy form. Shareholders who have elected to receive communications electronically will be notified separately and will be able to view and download the Circular on the Company’s website today.

Introduction

As set out in the announcement of 10 September 2026, the Company has recently engaged with a small group of potential investors to assess demand for a potential equity fundraise to raise up to approximately US$1.0 million. The Fundraise, should it proceed, will likely be structured as: (i) direct equity subscriptions between the Company and each of the Subscribers and/or Director Subscribers, if applicable; and (ii) a retail offer to qualifying existing Shareholders, conducted via the Bookbuild Platform. Proceeds from the Fundraise will be used for general working capital purposes.

The Directors are therefore seeking approval from Shareholders for the proposed allotment and issue of the Fundraising Shares. This announcement sets out the background to, reasons for, and details of the Fundraising, explains why the Directors consider that the Fundraising is in the best interests of the Company and its Shareholders as a whole and includes a recommendation from the Directors that you vote in favour of the Fundraising Resolutions to be proposed at the General Meeting.

Capitalised terms used but not defined in this announcement shall have the meanings given to them in the section entitled ‘Definitions’.

Background to and reasons for the Fundraising

The Company is seeking to raise up to approximately US$1.0 million, before expenses, by way of a proposed Subscription, Director Subscription and Retail Offer. The Directors have concluded that proceeding with the Fundraising is the most suitable option available to the Company for raising additional funds.

At 7:30 a.m. on 10 September 2026, shortly following the release of the announcement of the same date, the Company entered into a Capital Access Window, being a voluntary pause in the trading of the Ordinary Shares, to make it easier to reach a broader range of investors, including retail investors, during the Fundraise. The Capital Access Window will remain in place until a further announcement is made regarding the Fundraising, likely the finalisation of the Subscription and Director Subscription, if any, and launch of the Retail Offer.

In the same announcement, the Company disclosed that it had been notified by Tek Europe (the “Holder”), a wholly owned subsidiary of Tekcapital, of its election to convert in aggregate US$2.4 million of the approximately US$2.9 million of convertible loan notes previously issued by MicroSalt. In accordance with the terms of the convertible loan notes, the conversion price per new ordinary share is determined at the election of the Holder, which was set at 16 pence. This represented a 10 per cent. premium to the closing share price of MicroSalt on 9 September 2026. Accordingly, the number of Conversion Shares to be issued to the Holder shall be 11,077,468. As at the date of this announcement, Tek Europe holds 32,457,535 Ordinary Shares. Following the issue of the Conversion Shares, Tek Europe will hold 43,535,003 Ordinary Shares, representing approximately 65 per cent. of the resultant enlarged share capital.

This Conversion rather than redemption of US$2.4 million of the convertible loan notes, significantly strengthens MicroSalt’s balance sheet through the removal of the associated repayment liability, the majority of which had been due in March 2027.

The net proceeds of the Fundraising will be used for general working capital purposes. As at 31 August 2026, the Group had gross cash of approximately US$260k. The Group remains in its commercialisation phase and continues to be a monthly net user of cash. The Board is optimistic that the third product line from Customer 3, the world’s largest snack and beverage company, will be received during the final quarter of 2026. That product line is expected to significantly increase the Group’s monthly revenue and move the Group to being cash flow positive.

Whilst the Group held approximately US$1.1 million of finished goods inventory as at 31 July 2026, having built inventory levels in advance of the expected product launch, the Group would like to accelerate its inventory build in advance of expected further purchase orders being received. The net proceeds of the Fundraising will allow the Group to do this.

The Fundraising is conditional upon, amongst other things, the passing by Shareholders of the Fundraising Resolutions and Admission. In the event that the Fundraising Resolutions are not passed at the General Meeting, the Fundraising will not proceed. No part of the Fundraising is being underwritten.

The Subscription

The Fundraising Shares will be issued fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.

The Director Subscription

The Company is currently in a closed period in accordance with the requirements of UK MAR, pending the publication of the Interim Results. Accordingly, the Directors and PDMRs are not permitted to deal in the Ordinary Shares until the closed period ends on the publication of the Interim Results and then only subject to each not being in possession of any other unpublished price sensitive information at that time. The Directors and PDMRs are therefore not able to participate in the Subscription.

Certain Directors and non-Board PDMRs have indicated that, but for the closed period, they may have been willing to participate in the Subscription. The Board has therefore determined that following the publication of the Interim Results, the Directors and PDMRs should be offered the opportunity to participate in the Director Subscription. It is anticipated that this will enable the Company to raise additional funds of approximately £100,000.

The Director Subscription is in addition to the Subscription and will be subscribed for pursuant to the terms of the Director Subscription Agreements following publication of the Interim Results.

Further details relating to the Director Subscription, including the total number of Director Subscription Shares subscribed for and the aggregate gross proceeds, will be announced as soon as practicable after the closed period ends.

The Retail Offer

The Company values its retail shareholder base, and, given the support of retail shareholders to date, the Company believes that it is appropriate to provide its retail shareholders in the UK the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the UK through certain financial intermediaries.

The Retail Offer will permit existing Shareholders who did not participate in the Subscription or Director Subscription with an opportunity to acquire new Ordinary Shares. The Retail Offer will be conducted via the Bookbuild Platform.

The Retail Offer will be open to eligible Shareholders in the UK shortly following the result of the Subscription being announced. A separate announcement will be made by the Company regarding the Retail Offer and its terms in due course.

Current Trading, Outlook and Reasons for the Fundraise

Since the publication of the Group's final results for the year ended 31 December 2025 on 28 May 2026, trading has continued broadly in line with the Board's expectations.

Sales (unaudited) in the six months ended 30 June 2026 totalled US$1.4 million, an increase of approximately US$0.6 million over the same period in 2025, despite severe weather in February 2026 which temporarily limited some shipment movements. During the first half of 2026, bulk sales reached a record US$1.3 million, including shipments into the Group's established markets of Canada, Mexico and the United States, as well as newly opened markets including the UK and Belgium, with projected volume estimates from Customer 1 and Customer 3 expected to contribute to increased volumes during the final quarter of 2026. The Group continues to target an approach to cash flow positive monthly performance during the final quarter of 2026. Unaudited EBITDA in the six months ended 30 June 2026 is expected to be approximately US$1.2 million loss. Gross cash at 30 June 2026 was US$0.3 million.

The Group continues to develop a growing pipeline with both existing and prospective customers showing continued progress across several significant customer development programmes.  Importantly, the Company has received renewed commitment from Customer 3 for the major rollout on one of its iconic products with reformulations of recipes finalised and production trials completed, further reinforcing the Board’s confidence in the underlying strength of the business. While the rollout remains on track, the exact timing of the associated inventory build is still being finalised for either Q4 2026 or Q1 2027.  Against this backdrop, and supported by increasing customer engagement and anticipated commercial rollouts, the Board remains confident in the Group’s growth trajectory and continues to reaffirm its revenue estimate for FY27 of US$15 million.

Notwithstanding this momentum, the Group remains in its commercialisation phase and continues to be a monthly net user of cash while it scales toward targeted cash flow positive monthly performance which will be achieved upon the rollout with Customer 3.  As at 31 August 2026, the Group had gross cash of approximately US$260k.

Ahead of the anticipated further contract award from Customer 3, and to fund inventory and working capital requirements as further orders are received in the interim, the Board believes the Fundraising will provide the Group with the capital necessary to capitalise on its near-term pipeline of opportunities.

Information on the Fundraising Resolutions

At the AGM, certain resolutions were passed by Shareholders which granted the Directors the authority to allot, on a non-pre-emptive basis, Ordinary Shares up to an aggregate nominal amount of £18,246.77 (being approximately 20 per cent. of the issued share capital of the Company as at the date of the AGM). Those authorities have been fully exhausted in allotting and issuing the Conversion Shares. Accordingly, the Directors do not have the authority necessary to allot the Subscription Shares, Director Subscription Shares or Retail Offer Shares.

Given the level of interest in the Fundraising, the outstanding convertible loan notes and the potential that the Company may require some headroom ahead of the next annual general meeting, the Board is requesting that the Shareholders grant the Directors the authority to allot and issue, on a non-pre-emptive basis, further Ordinary Shares up to an aggregate nominal amount of £23,918.41. This is in addition to the Fundraising Shares required to complete the Fundraising, the number of Ordinary Shares that may need to be issued if the outstanding convertible loan notes are converted and additional headroom available to the Directors ahead of the next annual general meeting. The Fundraising will only be implemented if the new shareholder authorities being sought pursuant to the Fundraising Resolutions are duly passed at the General Meeting.

Director and Tek Europe undertakings

The Directors who in aggregate hold 299,226 Ordinary Shares, representing approximately 0.5 per cent. of the Existing Ordinary Shares, have undertaken to vote in favour of the Fundraising Resolutions.

In addition, Tek Europe who hold 32,457,535 Ordinary Shares, representing approximately 57.8 per cent of the Existing Ordinary Shares, has undertaken to vote in favour of the Fundraising Resolutions.

As a result, the Company has received undertakings from Shareholders holding approximately 58.3 per cent., in aggregate, of the Existing Ordinary Shares to vote in favour of the Fundraising Resolutions.

Recommendation

The Directors believe that the Fundraising and the passing of the Fundraising Resolutions is in the best interests of the Company and its Shareholders as a whole. As such, they unanimously recommend that Shareholders vote in favour of the Fundraising Resolutions to be proposed at the General Meeting.

The Fundraising is conditional, inter alia, upon the passing of the Fundraising Resolutions. Shareholders should be aware that if any of the Fundraising Resolutions are not passed, the Subscription, Director Subscription and Retail Offer will not proceed. In those circumstances the Company would continue to seek additional capital and seek financing from alternate sources.

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DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

Notes:

1. Each of the times and dates above are indicative only and are subject to change at the discretion of the Company in agreement with Zeus. If any of the above times and/or dates change, the revised times and/or dates will be notified by the Company to the London Stock Exchange, and Shareholders will also be notified by announcement through a Regulatory Information Service.
2. All of the above times refer to British Summer Time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting are conditional on, inter alia, the passing of the Fundraising Resolutions at the General Meeting.