Mustang Energy PLC (LSE:MUST) entered into a non-binding heads of terms to acquire Cykel AI PLC (OFEX:CYK) from Alpha Capital Group Ltd, California Two Pizza Ventures Inc., Crowdform Ltd., Fidelio Partners Pte. Ltd., First Sentinel Corporate Finance Limited and others on January 19, 2024. Mustang Energy PLC entered into agreement to acquire Cykel AI PLC on May 10, 2024. Under the terms, 1.844 new Mustang shares for each Cykel share held. It is currently expected that should the Proposed Acquisition proceed to completion, subject to FCA approval the prospectus will be published during Q2 2024. The Proposed Acquisition if made is conditional upon satisfaction or waiver of certain conditions, including the satisfactory completion by each of the parties of financial, legal, and commercial due diligence. Scheme of arrangement being approved by the requisite percentage of Cykel's shareholders and being sanctioned by the High Court of Justice in England and Wales. Mustang and Cykel obtaining the necessary shareholder, third-party, court approval, and regulatory approvals. As on February 16, 2024, Mustang and Cykel today jointly announce that the Takeover Panel has consented to an extension to the Deadline on March 15, 2024. The Deadline may be further extended with the consent of the Panel, at Cykel's request. As of March 14, 2024, the terms of deal revised from 1.844 new Mustang shares for each Cykel share held to 1.911 new Mustang shares for each Cykel share. As on April 12, 2024, Mustang and Cykel jointly announce that the Takeover Panel has consented to an extension to the Deadline until on May 10, 2024. The Deadline may be further extended with the consent of the Panel, at Cykel's request, in accordance with Rule 2.6(c) of the Code. Discussions between Mustang and Cykel remain ongoing and the draft prospectus for the issue of the new Mustang shares to Cykel shareholders remains in the review process of the Financial Conduct Authority (the FCA). Cykel Directors believe that the Acquisition is in the best interests of Cykel Shareholders as a whole and recommend unanimously that Cykel Shareholders vote or procure votes in favour of the Scheme at the Court Meeting. The Mustang board is pleased to announce that the Mustang Annual General Meeting is to be held at 11.00 am on 20 June 2024 at the offices of Druces LLP. As of May 24, 2024, the transaction is expected to close on December 31, 2024. As of June 20, 2024, following the Mustang Annual General Meeting, the Mustang board have approval of the Mustang shareholders for the requisite authorities and powers inter alia to approve the acquisition, and to issue and allot the New Mustang Shares to Cykel shareholders under the terms of the Acquisition. The Mustang board will also proceed with the relevant applications for Admission. Subject to the Scheme receiving the sanction of the Court, the filing of the Court Order with the Registrar of Companies and the satisfaction or, where applicable, waiver of the other conditions, the acquisition is currently expected to become effective on June 26, 2024. The New Mustang Shares are expected to be admitted to trading at 8.00 a.m. on June 27, 2024 with the Cykel Shareholders receiving their New Mustang Shares, either by receiving share certificates in the New Mustang Shares or entitlements to the New Mustang Shares in the CREST system, on or around that time but no later than 14 days after the effective Date. As of June 25, 2024, Court has issued the Court Order sanctioning the Scheme. Scheme will become Effective on delivery of the Court Order to the Registrar of Companies. Delivery of the Court Order with the Registrar of Companies is currently expected on June 26, 2024. As of June 25, 2024, Court has issued the Court Order sanctioning the Scheme. Scheme will become Effective on delivery of the Court Order to the Registrar of Companies. Delivery of the Court Order with the Registrar of Companies is currently expected on June 26, 2024.

Ross Andrews of Guild Financial Advisory Limited acted as financial advisor to Mustang Energy PLC. Dominic Berger of Capital Plus Partners Limited acted as financial advisor to Cykel AI PLC. Druces LLP acted as legal advisor and Neville Registrars Limited acted as transfer agent to Mustang Energy. Fladgate LLP is providing legal advice to Cykel in connection with the Acquisition.

Mustang Energy PLC (LSE:MUST) completed the acquisition of Cykel AI PLC (OFEX:CYK) from Alpha Capital Group Ltd, California Two Pizza Ventures Inc., Crowdform Ltd., Fidelio Partners Pte. Ltd., First Sentinel Corporate Finance Limited and others on June 26, 2024.