Igraine Plc - Grant of Investment Rights Over GEM, Conditional Loan Facility with Vela Technologies, Appointment of Executive Director and Proposed Issuance of Equity

THE 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, AS AMENDED ("MAR"). ON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Igraine plc

AQSE: KING

("Igraine" or "the Company")

Grant of Investment Rights Over GEM Energia Limited

Conditional Loan Facility with Vela Technologies plc

Appointment of Executive Director

Proposed Issuance of Equity

The Board of Igraine (AQSE: KING), an investment issuer focused on opportunities in breakthrough technologies and life sciences, is pleased to announce several significant developments, including the grant of investment rights over GEM Energia Limited ("GEM"), the establishment of a Convertible Loan Facility with Vela Technologies plc ("Vela") and the appointment of Mr David Levis as an Executive Director.

Highlights:

• Secured exclusive investment rights in relation to GEM and its subsidiaries, including a right of first refusal on all current and future battery storage projects within GEM's portfolio.

• Conditional loan facility from existing substantial shareholder, Vela, with a minimum £200,000 commitment and the first £50,000 tranche being drawn down on the passing of the Resolutions at the AGM.

• Appointment of David Levis, who has wealth of experience working with energy projects, including battery storage.

• Issue 35,510,811 new ordinary shares to GEM as consideration for the exclusive investment rights.

• Change of investment strategy to accommodate the exclusive rights in the battery storage renewable energy space.

• Government scheme to attract investment in renewable energy storage announced : New scheme to attract investment in renewable energy storage - GOV.UK (https://www.gov.uk/government/news/new-scheme-to-attract-investment-in-renewable-energy-storage)

Subject to AGM approval

The Company will notify shareholders shortly of its impending Annual General Meeting, that will provide further detailed information on the above agreements entered into that are subject to AGM approval.

GEM Energia Limited

GEM was established by David Levis, distinguished and specialised in the development of battery energy storage systems across the UK. Operating through wholly-owned subsidiaries, GEM is dedicated to increasing the number of battery storage sites across the country aimed at stabilising the national grid and supporting the integration of renewable energy sources. As the UK continues its transition to greener energy solutions, battery storage facilities play a critical role in addressing the increasing demand for energy storage. These systems enable excess electricity, often generated by renewable sources such as solar and wind, to be stored and deployed during periods of high demand, thus ensuring the efficient utilisation of renewable resources and enhancing grid stability.

GEM identifies and secures the rights over development sites for battery energy storage facilities, which are then required to go through a full planning process. Initially obtained through an option agreement and a letter of authority from the landowner, these sites are converted into long-term lucrative leases for the landowner once the site is built out. With its extensive network of industry professionals, GEM manages the planning process and secures the requisite approvals from the National Grid or Distribution Network Operators ("DNO"). Upon securing a grid connection contract, GEM proceeds with the planning process through to the "Ready to Build" (RTB) stage, which is where an institution can acquire the site and build out the battery storage facility.

With GEM's expertise and its commercial partners, each project undergoes thorough due diligence and financial modelling at the outset, which significantly de-risk the planning process and site feasibility. Battery storage is considered to be crucial to the future security of the UK's energy supply and, by being classified as critical infrastructure, these projects are more likely to achieve planning consent by making a case of `very special circumstances' during the planning process.

Once a project reaches RTB, GEM will evaluate each site individually to determine whether to sell the site, which is currently the preferred option, or to proceed with development and operation of the facility. This flexible approach allows GEM to maximise the value of each project according to prevailing market conditions and strategic objectives.

Grant of Investment Rights

Igraine is pleased to announce that it has secured exclusive investment rights in relation to GEM and its subsidiaries, including a right of first refusal on all current and future battery storage projects within GEM's portfolio.

This agreement provides Igraine with the unique opportunity to invest in and support the development of GEM's battery storage sites as they advance planning towards the RTB stage. The right of first refusal ensures that Igraine has priority to participate in these high-value projects ahead of other potential investors.

In consideration of these exclusive investment rights, and subject to shareholder approval at the upcoming AGM, Igraine will issue 35,510,811 new ordinary shares, representing 29.10% of Igraine's enlarged share capital, to GEM. This issuance forms a key component of the agreement, granting GEM a significant equity stake in Igraine in return for these valuable rights.

The Board believes that this agreement strategically positions Igraine to benefit from the substantial value appreciation as GEM's projects progress through the planning stages to RTB and are ultimately exited or monetised. Upon reaching the RTB stage, Igraine will have the flexibility either to sell the sites, securing 85% of the sale proceeds, or to continue developing the projects. For the initial projects, it has been mutually agreed that the sites will be sold, with the expectation that they will provide a significant uplift to Igraine's balance sheet.

GEM is led by David Levis and Andrew Brown, who, together with their team, work closely with international infrastructure partners to bring these projects to fruition. The combined team is vastly experienced in the renewable, planning, and financial sector.

GEM has a pipeline of over 12 sites that are undergoing analysis and due-diligence but has 4 sites where this work has been completed and with letters of authority in place and conversations with the National Grid and DNOs underway. Each site typically requires between £150,000 and £250,000 to secure contracts/grid connection offers and proceed through planning to RTB. Once a site reaches RTB, it generally has a value of approximately £120,000 per megawatt (MW) of connection capacity. After accounting for grid costs, this equates to netb proceeds of circa £70,000-£90,000 per MW. For an average site capacity of 100MW, this could generate proceeds of circa £7-9 million. GEM's largest current project is 250MW.

At a later stage, by opting to develop the sites, Igraine would earn revenue based on the storage capacity of each battery energy facility over a circa 40 year income cycle, receiving payments per watt of energy purchased, stored and exported to the grid, thereby offering a consistent and potentially substantial revenue stream.

Loan Facility with Vela

In light of these strategic developments, Igraine is pleased to announce the establishment of a Convertible Loan Note facility with Vela, Igraine's largest shareholder, holding 27.66% of the Igraine's current issued share capital. This facility is the first step in providing the necessary capital to support the development of Igraine's strategic initiatives, particularly its investment rights in GEM's battery storage projects.

The loan facility, totalling £500,000, will be drawn down in tranches of £50,000, with an initial minimum commitment of £200,000 and the first tranche being drawn down on passing the Resolutions at the AGM. This structure provides Igraine with the flexibility to access capital as the projects advance. Vela's continued support underscores its confidence in Igraine's ability to deliver value through its expanded investment strategy.

This Agreement shall be deemed valid and enforceable only upon the fulfilment of the condition that GEM Energia successfully enters into its investment rights, which is contingent on the issuance of 35,510,811 New Ordinary Shares to GEM Energia. In the event that such issuance does not occur, this Agreement shall have no force or effect, and neither party shall be bound by any of the provisions herein.

Appointment of David Levis

Igraine is pleased to announce the appointment of David Levis as Executive Director, subject to the passing of the relevant resolutions at Igraine's upcoming AGM. Mr. Levis, the CEO of GEM, brings a broad foundation of knowledge gained from over a decade of working with energy projects, including battery storage, solar energy, and energy-from-waste initiatives. His extensive expertise in corporate finance, developed during his tenure with KPMG Corporate Finance and BDO Corporate Finance, equips him with a deep understanding of public offerings, private placements, and acquisition strategies.

Mr. Levis has demonstrated a strong track record in structuring both debt and equity financing for energy projects and has a solid understanding of capital markets. His experience spans a variety of sectors, having served on the main boards of companies involved in renewable energy, property development, and aerospace. Mr Levis' broad experience across multiple industries, combined with his deep sector knowledge, position him as a key asset in driving Igraine's future growth.

Commenting on his appointment, Mr. Levis stated, "Having spent months working closely with Steve Winfield and Simon Grant-Rennick to formulate this transaction, I am confident that together we can transform this business into a dynamic, value-creating public company. I look forward to updating the market and our stakeholders as we progress."

Directors' Comments

Steve Winfield, Executive Director, commented: "Securing these investment rights for Igraine marks a pivotal step forward for the business. David Levis and his team are remarkably passionate and knowledgeable about the battery storage sector and planning process. They are now ready to execute their plans to bring forward sites immediately. We believe this partnership has the potential to create significant value and upside for our shareholders as sites are exited at RTB stage. We would like to thank Vela for our first funding facility. Our job is now to deliver vastly more funds than this and our focus is to prioritise this to be non-dilutive and structured appropriately''.

Simon Grant-Rennick, Non-Executive Director, commented: "The steps we are now taking represent a significant milestone for Igraine. This partnership with GEM positions Igraine at the forefront of a critical and rapidly growing sector. With our strengthened strategy, we are poised to make substantial progress, bringing forward high-value projects that will drive long-term growth. I am confident that these developments will deliver meaningful returns for our shareholders and cement Igraine's position as a key player in the energy storage market."

Sector Overview and Strategic Alignment

The energy storage sector is experiencing rapid growth, driven by the global transition to renewable energy. Battery energy storage systems play a crucial role in supporting the integration of renewable energy into national grids, ensuring the reliability and stability of energy supplies. As governments, including the UK, increase investment in energy infrastructure, battery storage has been recognised as critical infrastructure, underpinning the national transition to net-zero emissions by 2050.

Igraine's partnership with GEM provides it with exclusive access to a pipeline of sites that will advance through the planning process, with the potential for substantial value appreciation as these projects progress. Recent industry transactions, such as Zenobe Energy's £150 million fundraising and Harmony Energy's £186 million battery storage project, underscore the significant investor interest in the sector. With market forecasts predicting over 10GW of new capacity by 2030, Igraine is well-positioned to capitalise on this growing market opportunity.

The Directors of the Company, who have issued this RIS announcement after due and careful enquiry, accept responsibility for its content.

Enquiries

Company:

Steve Winfield (Executive Director)

Steve@igraineplc.com

Simon Grant-Rennick (Non-Executive Director)

Simon@igraineplc.com

Investor relations : info@igraineplc.com

AQSE Growth Market Corporate Adviser:

Peterhouse Capital Limited