CPH2 Clean Power Hydrogen Plc

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

20 December 2024

Clean Power Hydrogen plc

("CPH2", the "Company" or the "Group")

Results of Retail Offer

Posting of Circular & Notice of General Meeting

Further to the announcement by the Company in respect of the Retail Offer dated 18 December 2024 (the "Retail Offer Announcement"), Clean Power Hydrogen Plc (AIM: CPH2), is pleased to announce that, following the closing of the Retail Offer on the BookBuild platform on 20 December 2024, the Company has conditionally raised total gross proceeds of £0.076 million (the "Retail Offer") by way of a successful subscription for a total of 1,017,813 Retail Offer Shares at the Issue Price of 7.5 pence per share in connection with the Retail Offer.

Other than where defined, capitalised terms used in this announcement have the meanings given to them in the Retail Offer Announcement.

In addition, due to additional demand in the Subscription, the Company has issued an additional 999,592 Subscription Shares. Consequently, it is now anticipated that the Company will issue and allot 8,572,662 Placing Shares, 73,825,086 Subscription Shares and 1,017,813 Retail Offer Shares (together, the "New Shares"), resulting in a total of 83,415,561 New Shares to be issued in relation to the Fundraising.

Posting of Circular & Notice of General Meeting

The Fundraising is conditional on obtaining approval of the Shareholders at a General Meeting of the Company, to be held at Apex Office Space, 1 Water Vole Way, Doncaster DN4 5JP at 11:00 a.m. on 8 January 2025.

The Circular, containing the Notice of the General Meeting, which sets out the Resolutions and further details on the Fundraising, has today been posted to Shareholders and is available on the Company's website. The Circular includes a unanimous Board recommendation that all Shareholders vote in favour of the Resolutions.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the New Shares to be admitted to trading on AIM, subject to the passing of the Resolutions at the General Meeting. Admission is expected to become effective in respect of, and dealings on AIM are expected to commence in, all of the New Shares, at 8:00 a.m. on 9 January 2025.

Following Admission of the New Shares, the Company will have 353,099,688 Ordinary Shares in issue with the Company holding no Ordinary Shares in treasury. Therefore, the total number of voting rights will also be 353,099,688. This figure 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 share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

For further information, please contact:

Further information on the Company can be found on its website at: https://www.cph2.com/

IMPORTANT NOTICE

The content of this announcement has been prepared by, and is the sole responsibility of, the Company.

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 of America, Canada, Australia, New Zealand, Singapore, the Republic of South Africa, the Republic of Ireland or Japan or into any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The Retail Offer Shares referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold in the United States, expect pursuant to an applicable exemption from registration. No public offering of Retail Shares is being made in the United States.

This announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation 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.

This announcement has not been approved by the London Stock Exchange or any other securities exchange.

No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018) to be published.

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", "could", "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 Group'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. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this announcement of the price at which the Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. 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 per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Group.

Cavendish Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the transaction or arrangements described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cavendish Capital Markets Limited or for providing advice in relation to the transaction or arrangements described in this announcement, or any other matters referred to in this announcement.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of the Company, Cavendish Capital Markets Limited, or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

The Retail Offer Shares to be issued pursuant to the Retail Offer will not be admitted to trading on any stock exchange other than to trading on AIM, being the market of that name operated by the London Stock Exchange.

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.