Active Energy Group - Result of Substantially Oversubscribed Placing

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN ACTIVE ENERGY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF ACTIVE ENERGY GROUP PLC OR ANY OTHER ENTITY.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

10 September 2025

Active Energy Group plc

("Active Energy", the "Company" or the "Group")

Result of Substantially Oversubscribed Placing and Total Voting Rights

Active Energy (AIM: AEG, OTCQB: ATGVF), an alternative energy company focused on the deployment of renewable infrastructure and the integration of advanced digital technologies, announces that, further to the announcement at 4.35pm on 9 September 2025 (the "Announcement"), it has conditionally completed and closed a substantially oversubscribed Placing to raise gross proceeds of £2.5 million (before expenses) after scaling back.

The Placing Price of 0.075 pence represents a discount of 50 per cent. to the closing middle market price of 0.15 pence per Ordinary Shares on 8 September 2025, being the last business day prior to the announcement of the Placing.

Zeus Capital Limited acted as Bookrunner for and on behalf of the Company in respect of the Placing. The Placing was undertaken through an accelerated bookbuild process.

The Placing has conditionally raised gross proceeds of £2.5 million through the placing of 3,333,333,333 Placing Shares to certain institutional and other investors.

Under the terms of the Placing, the Company will also issue Warrants over new Ordinary Shares on the basis of one Warrant for every one Placing Share issued pursuant to the Placing. Each Warrant will entitle the holder to subscribe for one new Ordinary Share at 0.1p per Ordinary Share at any time in the 3 years from the date of grant. The Warrants will not be listed on AIM or any other exchange.

Following the requisite approval being granted at the Company's general meeting held on 20 August 2025, the Company has issued warrants to Zeus to subscribe 10,160,875 Ordinary Shares representing 2% of the current issued ordinary share capital of the Company. Upon completion of the Placing, further warrants in respect of such number of Ordinary Shares as is required to represent 2% of the Enlarged Issued Share Capital (after taking into account the existing warrants) would be issued by the Company pursuant to the anti-dilution provisions applicable to such warrants.  The terms of the warrants are summarised in the Company's circular dated 20 August 2025.

In addition, following completion of the Placing and conditional upon the grant of any necessary shareholder authorities to enable the Company to issue rights to subscribe for additional Ordinary Shares free of existing shareholders' pre-emption rights at a general meeting to be convened by the Company, the Company will issue additional warrants to Zeus to subscribe new ordinary shares representing a further 1% of the Enlarged Issued Share Capital. Such warrants are to be exercisable at the Placing Price at any time within five years from the date of grant (with a 3 months' extension in limited circumstances). The warrants will also include anti-dilution provisions and certain other customary provisions for the benefit of warrant holders.

Admission

Application has been made to the London Stock Exchange for admission of the 3,333,333,333 Placing Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on 15 September 2025.

Following the Admission, the Company's issued ordinary share capital will comprise 3,841,377,097 Ordinary Shares, with no shares held in treasury. Therefore, the number of total voting rights in the Company will be 3,841,377,097, and 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 voting rights of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used but not defined in this announcement have the meanings given to them in the Company's announcement released at 4.35pm on 9 September 2025 in respect of the Proposed Placing to Raise Approximately £2.5 million unless the context provides otherwise.

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