#TEK Tek Capital investee co #BELL Belluscura PLC – Result of Broker Option

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, is pleased to announce that further to the announcement of 27 January 2023 (headed “Placing of Unsecured Convertible Loan Notes“), the Broker Option has been exercised raising a total of approximately $0.8 million (£0.6 million), conditional on the passing of the Resolutions at the General Meeting.

As a result, and conditional on the passing of the Resolutions at the General Meeting, the total amount raised by the Company under the Placing and the Broker Option is approximately $5.8 million (£4.7 million), before expenses. The Placing and Broker Option when combined will, assuming all interest on the Loan Notes is capitalised, result in the issue, upon conversion of the Loan Notes, of up to 12,462,281 new ordinary shares of 1 penny each in the Company (“Ordinary Shares“), representing approximately 9.20% of the enlarged issued share capital of the Company.

Additional Broker Option

Dowgate has identified significant further potential demand for the Loan Notes from institutional and other placees. However, it has not been possible to incorporate these placees into the Broker Option in the requisite timeframe. Therefore, after consulting with Dowgate and SPARK, the Company has agreed to issue an additional broker option (“Additional Broker Option”) to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $4.2 million (£3.4 million) (the “Additional Broker Option Loan Notes”).

The Additional Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00 p.m. on 28 April 2023 and there is no obligation on Dowgate to exercise the Additional Broker Option or to seek to procure subscribers for any Additional Broker Option Loan Notes pursuant to the Additional Broker Option. Any Additional Broker Option Loan Notes issued pursuant to the exercise of the Additional Broker Option will be issued on the same terms and conditions as the Loan Notes.

The Placing Agreement and the Instrument were amended and restated on 9 February 2023 to allow for, inter alia, the grant of the Additional Broker Option and the issuance of Additional Broker Option Loan Notes thereunder.

If the Additional Broker Option is exercised in full, assuming all interest on the Additional Broker Option Loan Notes is capitalised, it will result in the issue upon conversion of the Additional Broker Option Loan Notes of up to 8,675,821 new Ordinary Shares in the capital of the Company, representing approximately 6.02% of the then enlarged issued share capital of the Company.

As with the Placing, the proceeds of the Broker Option and Additional Broker Option (if exercised) will be used to support the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation by the end of Q1 2023, with full commercialisation anticipated in the latter part of Q2 2023.

General Meeting

The General Meeting will take place at 11.00 a.m. on 16 February 2023 at 15 Fetter Lane, London EC4A 1BW. The result of the General Meeting will be notified thereafter.

Capitalised terms not otherwise defined in this announcement shall have the same meaning ascribed to such terms in the announcement released on 27 January 2023 unless the context requires otherwise.

For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.

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