Publication of Prospectus and Issue of Shares

Cloudbreak Discovery PLC

25 July 2024

 

25 July 2024

Cloudbreak Discovery Plc

('Cloudbreak', or 'the Company')

Publication of Prospectus and Issue of Shares

Cloudbreak Discovery Plc, (LSE: CDL), the natural resource project generator, is pleased to announce that, it has today published a Prospectus. The Prospectus, which has been approved by the Financial Conduct Authority ("FCA"), has been published on the Company's website at https://www.cloudbreakdiscovery.com/investors/ and will also be available at the FCA's Document Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The Prospectus has been published to enable the issue and admission to the Official List and to trading on the Main Market of the London Stock Exchange ("Admission") of 403,864,936 new ordinary shares of £0.001 each ("Shares"). These Shares have been issued conditional on Admission as follows:

·      16,652,055 Shares issued at a price of £0.004 per Share, to correct the position created by the conversion of convertible loan notes on 22 May 2024, where too few ordinary shares were issued as a result of the miscalculation of the conversion price;

·      305,832,210 Shares issued at a price of £0.002968 per Share, pursuant to the conversion of an outstanding debt owed by the Company to the value of £907,710; and

·      81,380,671 Shares issued at a price of £0.002968 per Share to certain creditors of the Company to capitalise amounts owed to them for the provision of their services to the Company ("Creditor Share Issue").

Application will be made for Admission of 403,864,936 Shares. It is expected that Admission will become effective on or around 31 July 2024. The Shares will rank pari passu with the existing ordinary shares of the Company.

On Admission, the Company's issued ordinary share capital shall consist of 1,133,075,632 ordinary shares with each ordinary share carrying the right to one vote. Accordingly, the figure of 1,133,075,632 represents the total voting rights in the Company and should be the figure used by shareholders as the denominator for the calculation by which they can determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance & Transparency Rules.

Director Dealings

Andrew Male, Emma Priestley and Paul Gurney have participated in the Creditor Share Issue and have subscribed for the following Shares at a price of £0.002968 per Share:

·      91,854,451 Shares to Andrew Male;

·      19,878,706 Shares to Emma Priestley; and

·      53,060,587 Shares to Paul Gurney.

This announcement contains information which, prior to its disclosure, was inside information as stipulated under Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (as amended).

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For additional information please contact:

Cloudbreak Discovery PLC	Tel: [phone]
	Andrew Male, Interim CEO	[e-mail]
Novum Securities	Tel: [phone]
(Financial Adviser)	David Coffman / George Duxberry
Oberon Capital	Tel: [phone] / [phone]
(Broker)	Nick Lovering / Adam Pollock

About Cloudbreak Discovery PLC

Cloudbreak Discovery PLC is a leading natural resource project generator and royalty business. Cloudbreak is focused on energy royalty acquisitions with the aim of bringing near-term cashflow and driving shareholder value. Its primary operating jurisdiction is the United States, but the Company also deploys its project generation model in the international energy sector to acquire minority interests in projects of merit.

Through its wholly owned but independently operated subsidiary, Cloudbreak Exploration Inc., the Company plan to develop its array of mineral assets, whilst continuing to generate new projects with a particular focus on commodities key to the energy transition.

Cloudbreak's generative model across the energy and mineral sector enables a multi-asset approach to investing and exploration. Diversification within the natural resource sector and amongst resource classes is key to withstanding the cycles of investing.

1.	Details of the person discharging managerial responsibilities / person closely associated
a)	Name	1)    Andrew Male 2)    Emma Priestley 3)    Paul Gurney
2.	Reason for the notification
a)	Position/status	1)    Director 2)    Director 3)    Director
b)	Initial notification / Amendment	Initial Notification
3.	Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)	Name	Cloudbreak Discovery PLC
b)	LEI	213800ZLZVEPOS7YID88
4.	Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)	Description of the financial instrument, type of instrument	Ordinary shares of £0.001
	Identification code	GB00B44LQR57
b)	Nature of the transaction	Conversion of debt
c)	Price(s) and volume(s)	Price Volume 1)    0.2968p 91,854,451 2)    0.2968p 19,878,706 3)    0.2968p 53,060,587
d)	Aggregate information
	- Aggregate volume	164,793,744
	- Total Price	£489,108
e)	Date of the transaction	25 July 2024
f)	Place of the transaction	London Stock Exchange
g)	Additional information	N/A

 

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