Certain information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as applied in the United Kingdom. Upon publication of this Announcement, this information is now considered to be in the public domain.

WeCap plc

AQSE: WCAP

("WeCap" or the "Company")

27 February 2026

Extension of Discounted Capital Bond Repayment Date

WeCap plc is pleased to announce that it has agreed a further extension of the Discounted Capital Bond ("DCB") it has issued to Hawk Investment Holdings Limited ("Hawk Investment") by 12 months from 24 May 2026 pursuant to the terms below.  The DCB will now become repayable on 24 May 2027.

Discounted Capital Bond

The DCB issued to Hawk Investment was due to mature on 24 May 2026 and at that date the amount due under the DCB for repayment would have been £6,965,000 ("Redemption Amount").  WeCap and Hawk Investment have agreed to extend the maturity date of the DCB by 12 months to 24 May 2027 subject to the following terms:

• The Redemption Amount of the DCB shall be amended to £7,965,000;
• The Company undertakes that any proceeds of sale of shares held by the Company in WeShop Holdings Limited ("WeShop") shall be first remitted to Hawk Investment until such time as the Redemption Amount of the DCB has been repaid in full;
• Hawk Investment will be issued with 20m WeCap warrants by the Company that it will be entitled to exercise at a price of £0.015 per Ordinary Share ("Warrants") and such Warrants may be exercised up to and including 18 February 2031 ("Subscription Period"); and
• The Warrants may be exercised at any time during the Subscription Period however the WeCap shares (the subject of the Warrants) shall not be sold by Hawk Investment until the WeShop lock in period ends on 15 November 2026.

Tom Richardson , Chairman of WeCap, said:

"We are delighted to have come to an agreement with Hawk Investment in order to extend the DCB to 24 May 2027. As shareholders will be aware the lock up in WeShop shares runs until 15 November 2026 and therefore WeCap has a sufficient period of time before the DCB repayment is due.

Our investment in WeShop represents a significant long-term opportunity and the extension of the DCB is just one step to unlock the highest possible value for WeCap shareholders."           

The Directors of the Company accept responsibility for the contents of this announcement.       

END

Enquiries:

Company:

[email protected]

Aquis Corporate Advisor:

AlbR Capital Limited  

+ 44 (0) 20 7469 0930

Corporate Broker:                      

Tennyson Securities Limited

Peter Krens: +44 (0) 20 7186 9033 (Direct)

About WeShop

WeShop Holdings Limited (NASDAQ: WSHP) is a pioneering social-commerce platform transforming retail through community ownership. Designed to merge shopping, sharing, and investing, WeShop rewards users with equity for their engagement through its proprietary ShareBack™ program, turning everyday purchases and referring friends who shop through the platform into real ownership. With partnerships spanning hundreds of top retailers and over a billion products, WeShop empowers users to earn stock while discovering and sharing what they love. By combining e-commerce, social interaction, and user ownership, WeShop is leading a global retail revolution-where everyone can earn ownership in the company.