Belluscura plc (AIM: BELL), announced on 9 May 2025 that the Company had initiated a strategic review to evaluate a range of options to substantially strengthen its capital position, supporting both the Company's short-term cash requirements and its significant medium-term growth prospects. Having considered a number of potential funding options, the Company announced that its wholly-owned subsidiary, Belluscura LLC ("Belluscura LLC") has signed a short-term secured convertible loan note to raise up to $1.5 million (£1.1 million) (the "Loan Note"). In addition, the Company has signed Heads of Terms with Omaha, whereby Omaha will procure subscribers for new ordinary shares in the Company to raise a minimum of $12.0 million (£8.9 million) before expenses by means of a direct subscription with the Company (the "Subscription") at a price of 1.125 pence per share.
Omaha and those investors participating in the Subscription will also be granted warrants to subscribe for new ordinary shares in Belluscura equivalent to the number of new ordinary shares issued through the Subscription, at an exercise price of 1.125 pence. The Company intends also to offer shareholders the opportunity to participate in an open offer to acquire new ordinary shares at the same issue price as subscribers in the Subscription (the "Open Offer"). The new ordinary shares issued pursuant to the Open Offer will receive a warrant equivalent to one new ordinary share for every two new ordinary shares acquired through the Open Offer also at an exercise price of 1.125 pence.
The Subscription and the Open Offer (together, the "Fundraising") will be subject to, inter alia, approval by the Company's shareholders at a general meeting of the Company. While the Board can confirm that discussions regarding the Subscription are proceeding as set out above, there can be no certainty that the Fundraising will proceed. If the Fundraising does not proceed there is a material uncertainty regarding the Company's ability to meet its short-term cash requirements.
