Share Capital Structure

Share capital

The Company was incorporated on 25 January 2018 as a private company with limited liability under the Companies Act, and re-registered as a public company on 17 July 2018.

As at Admission, there is expected to be £250,001 in nominal value of Ordinary Shares, divided into 25,000,100 issued Ordinary Shares of nominal value 1 pence each, all of which will be fully paid up.

All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN of the Ordinary Shares is GB00BGJW5255. The SEDOL code of the Ordinary Shares is BGJW525.

Fully diluted Existing Issued Share Capital

The following table sets out the fully diluted Existing Issued Share Capital as at Admission:

  As at the date of this document As at the date of Admission As a percentage of the Company’s Enlarged Issued Share Capital at Admission
Existing Issued Share Capital 25,000,100 - -
Existing Warrants - 25,000,000 -
New Ordinary Shares - 34,900,000 51.9%
Ordinary Shares Issued as Fees - 7,333,432 10.9%
Investor Warrants - 34,900,000 -
Adviser Warrants - 3,451,916 -

Accordingly, at Admission the Enlarged Issued Share Capital will be 67,233,532 Ordinary Shares with a total of 63,351,916 warrants outstanding. If all the warrants were to be exercised the Company would receive approximately £1,300,000 in cash and the options and warrants would represent 48.5 per cent. of the fully diluted Enlarged Issued Share Capital.

Warrants

At the date admission, the Company has 25,000,000 Existing Warrants outstanding, each entitling the holder to subscribe for one Ordinary Share at a price of 2 pence. The Board proposes to issue new Investor Warrants to subscribe for up to 34,900,000 New Ordinary Shares at an exercise price of 2 pence per Ordinary Share to those new and existing Shareholders that have participated in this Placing and Subscription. The Investor Warrants have been issued on a one for one basis for each Ordinary Share purchased as part of this Placing and Subscription and are exercisable at an exercise price of 2 pence per Ordinary Share. The Board proposes to issue new Adviser Warrants to various advisers subscribe for up to 3,451,916 Ordinary Shares at an exercise price of 2 pence per Ordinary Share in part compensation for their services. Details of all Existing, Investor and Adviser Warrants are set out in the table below.

These Adviser Warrants, Investor Warrants and Existing Warrants are exercisable at any time up to the second anniversary of Admission, at which time they will lapse. 43 The Company has issued the following Adviser Warrants to the following advisers in lieu of fees:

  1. Ken Watson 2,666,666 Adviser Warrants at 2.0p
  2. SI Capital 3 per cent. of the gross proceeds of the Placing proceeds to be issued as Adviser Warrants
  Warrants held at the date of this document As a percentage of the Company’s Existing Issued Share Capital If fully exercised as a percentage of the Company’s New Enlarged Issued Share Capital
Existing Warrants 25,000,000 - 19.5%
Adviser Warrants 3,451,916 - 2.7%
Investor Warrants 34,900,000 - 27.3%
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