REG - Sealand Capital - CLN Conversion, Exercise of Warrants & TVR

Sealand Capital GalaxyAnnouncement

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RNS Number : 6532Y  Sealand Capital Galaxy Limited  30 March 2026

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 WHICH, BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, FORMS PART OF UK LAW. ON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

30 March 2026

 

Sealand Capital Galaxy Limited

("Sealand" or the "Company")

 

CLN Subscription and Conversion, Exercise of Warrants, Issue of Equity and
Total Voting Rights

 

Background - Convertible Loan Note Facility

The Company draws shareholders' attention to the convertible loan note
instrument constituted by the Company on 30 December 2024 (as amended on 6
November 2025, the "CLN Instrument"), details of which were set out in the
Company's prospectus published on 7 November 2025 (the "November 2025
Prospectus") and, in relation to the original instrument, in the Company's
announcement dated 30 December 2024. Pursuant to the CLN Instrument, the
Company has constituted up to £6,000,000 in aggregate of unsecured
convertible loan notes (the "CLNs").

Of the £400,000 drawn down on 30 December 2024, £75,000 (together with
accrued interest and the facility fee) was converted into 57,628,767 ordinary
shares and admitted to trading on 12 November 2025. The remaining £325,000 of
CLNs has remained outstanding (the "325k CLNs") and, pursuant to an amendment
and maturity extension agreement entered into between the Company and the
original CLN holder (as disclosed in the November 2025 Prospectus), continues
to accrue interest at 12% per annum together with a facility fee of 5% of the
principal amount.

The Company and the original CLN holder has entered into a deed of assignment
("Deed of Assignment") with certain investors and Mr. Siqi Cao pursuant to
which the original CLN holder has agreed to assign the 325k CLNs and its
subscription rights in respect of the balance of the unsubscribed CLNs to the
investors and Mr. Siqi Cao in the proportions set out in the Deed of
Assignment. Additionally, the Company has agreed to drawdown the remaining
undrawn balance of £5,600,000 under the CLN Instrument, bringing the total
principal outstanding to £5,925,000. Each tranche of CLNs accrues interest at
a fixed rate of 12% per annum from the date of the respective drawdown,
together with a facility fee of 5% of the principal amount of that tranche,
both payable on conversion.

 

Conversion of CLNs and Issue of New Ordinary Shares

The holders of the CLNs have elected to convert the full outstanding balance
of the CLNs (together with all accrued interest and facility fees) into new
ordinary shares of £0.0001 each in the capital of the Company ("Ordinary
Shares") pursuant to the terms of the CLN Instrument.

The conversion price applicable to each tranche is the lower of the 14-day
volume weighted average price of the Ordinary Shares preceding the date of the
relevant conversion notice and the price per share at the last brokered
placing undertaken by the Company, subject in all cases to a floor of £0.0015
per Ordinary Share. Therefore the applicable conversion price for all tranches
is the floor of £0.0015 per Ordinary Share.

The total amounts converting and the resulting new Ordinary Shares to be
allotted and issued (the "Conversion Shares") are as follows:

 

 Component                                                                    Amount (£)   Conversion Shares at £0.0015
 Principal (£5,925,000)                                                       5,925,000    3,950,000,000
 Facility fee (5% of principal)                                               296,250      197,500,000
 Accrued interest - £325,000 tranche (original 12-month term to 30 December   39,000       26,000,000
 2025)
 Accrued interest - £325,000 tranche (post-maturity to 26 March 2026)         9,189        6,126,027
 Total                                                                        £6,269,439   4,179,626,027

 

Application will be made for the Conversion Shares to be admitted to trading
on the main market of the London Stock Exchange plc ("Admission"). It is
expected that Admission will become effective and that dealings in the
Conversion Shares will commence at 8.00am on or around 2 April 2026. The
Conversion Shares will, on Admission, rank pari passu in all respects with the
existing Ordinary Shares.

Admission is made in reliance on the forward-looking admission application
contained in the November 2025 Prospectus, which applied for the admission of
future issuances of Ordinary Shares created pursuant to the CLNs. No new
prospectus is required in connection with Admission.

 

Warrant Grants

In accordance with the terms of the CLN Instrument, upon conversion each CLN
holder is entitled to receive one Conversion A Warrant and one Conversion B
Warrant for every Conversion Share issued to them. Accordingly, the Company
will grant:

·    4,179,626,027 Conversion A Warrants, each exercisable at £0.0030 per
Ordinary Share (being a 100% premium to the conversion price of £0.0015),
exercisable for a period of two years from the date of grant; and

·    4,179,626,027 Conversion B Warrants, each exercisable at £0.00375
per Ordinary Share (being a 150% premium to the conversion price of £0.0015),
exercisable for a period of two years from the date of grant.

 

Transfer of Warrants

As part of the Deed of Assignment, Mr. Cheuk Lun Ng has transferred to Mr.
Siqi Cao 57,628,767 Conversion A Warrants exercisable at £0.0030 per Ordinary
Share and 57,628,767 Conversion B Warrants exercisable at £0.00375 per
Ordinary Share (the "Warrant Transfers"). These warrants were originally
granted to Mr. Cheuk Lun Ng on 12 November 2025 upon the conversion of
£75,000 of the CLN Instrument into 57,628,767 new Ordinary Shares, which were
admitted to trading as part of the November 2025 Prospectus admission. Each
transferred warrant is exercisable for a period of two years from the original
date of grant, being until 12 November 2027.

The Warrant Transfers do not give rise to any allotment of new Ordinary
Shares. Following the transfer, Mr. Cheuk Lun Ng holds no Conversion A
Warrants or Conversion B Warrants in the Company.

 

Exercise of Conversion A Warrants by Mr. Siqi Cao

Simultaneously on conversion of the CLNs, Mr. Siqi Cao has exercised
911,876,333 of his Conversion A Warrants at the exercise price of £0.0030 per
Ordinary Share, raising gross proceeds of £2,735,629 (the "Warrant Exercise
Shares"). The Warrant Exercise Shares will be admitted to trading concurrently
with the Conversion Shares, on or around 2 April 2026, and will rank pari
passu in all respects with the existing Ordinary Shares.

Following this exercise, Mr. Siqi Cao holds 979,849,931 Conversion A Warrants
and 1,891,726,264 Conversion B Warrants in respect of the CLN conversion. The
pre-existing December 2024 placing warrants exercised in May 2025 are
reflected in the share capital figures above.

 

Allotment Authority

The Conversion Shares and the Warrant Exercise Shares, totalling 5,091,502,360
new Ordinary Shares, will be allotted and issued pursuant to the authority
granted to the Directors at the General Meeting held on 26 March 2026 ("GM
Authority"), pursuant to Resolutions 2 and 3 passed at that meeting, under
which the Directors were authorised to allot up to 27,000,000,000 new Ordinary
Shares and to disapply statutory pre-emption rights in respect of such
allotments.

 

Related Party Transaction

Mr. Siqi Cao is an Executive Director of the Company and is therefore
considered a related party for the purposes of Rule 7.3 of the Disclosure
Guidance and Transparency Rules. Accordingly, the CLN Subscription, Conversion
and Issue of Equity constitute a material related party transaction.

Mr. Cao did not participate in the Board's consideration of the Assignment and
conversion of the CLNs into the Conversion Shares or vote on the relevant
Board resolutions.

The independent Directors of the Company, being all Directors other than Mr.
Cao, consider, having exercised reasonable care, skill and diligence, that the
terms of the Subscription and Conversion are fair and reasonable insofar as
the shareholders of the Company who are not related parties are concerned.

The Board believes that the Conversion provides the Company with significant
additional working capital and demonstrates continued support for the
Company's strategy from a senior executive director.

The Independent Directors note that this approach is consistent with the
related party transaction announced on 11 March 2026, in respect of Mr. Cao's
subscription for 444,371,233 Ordinary Shares at £0.001 per share.

Following Admission, Mr. Siqi Cao will hold in aggregate 3,190,345,063
Ordinary Shares, comprising: (i) 444,371,233 Ordinary Shares held prior to
this transaction; (ii) 1,834,097,497 Conversion Shares allotted to him
pursuant to the CLN conversion; and (iii) 911,876,333 Ordinary Shares allotted
pursuant to the exercise of his Conversion A Warrants described above. This
represents approximately 48.7% of the Company's enlarged issued share capital
of 6,547,408,349 Ordinary Shares following Admission.

 

Total Voting Rights

Following Admission of the Conversion Shares and the new Ordinary Shares
issued as a result of the exercise of the Conversion A Warrants, the Company's
total issued share capital will comprise 6,547,408,349 Ordinary Shares, each
carrying one voting right. There are no shares held in treasury.

This figure of 6,547,408,349 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 Company under
the DTR.

The Directors of the Company are responsible for the release of this
announcement.

 

Enquiries:

 

Sealand Capital Galaxy Limited

Elena Suet Sum Law (Chairwoman)

Dr. Thomas Sawyer (Chief Executive Officer)

Mr. Siqi Cao (Executive Director)

Geoffrey Griggs (Independent Non-executive Director)

Chong Sun Terng (Independent Non-Executive Director)

 

SPARK Advisory Partners Limited (Financial Adviser)
                 +44 (0) 203 368 3550/3551

Mark Brady / Angus Campbell

 

Media (PR/IR)

media@scglimited.info (mailto:media@scglimited.info)

 

Noted to the Editors:

The Company's Shares are traded on the Equity shares (transition) category of
the London Stock Exchange under ticker LSE: SCGL.

 

Further information on Sealand Capital Galaxy limited is available on:

www.sealandcapitalgalaxy.com (http://www.sealandcapitalgalaxy.com/)

 

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