Nightcap Plc announced 19,583,333 shares at an issue price of £0.12 per share for the gross proceeds of £2,349,999.96 and new convertible loan notes for the gross proceeds of £2,650,000; aggregate gross proceeds of £4,999,999.96 on June 9, 2023. The CLNs mature on 9 September 2025 (the "Maturity Date") and are convertible at the option of the investors subject to: (i) as a result of any conversion notice(s) being served, at least 33% of the principal amount of CLNs outstanding immediately prior to such notice being served will be converted; and the Company's shareholders having passed resolutions enabling the Directors to allot and issue the resulting shares on a non pre-emptive basis. The CLNs are only convertible following a period of 12 months from issue, at the higher of the Issue Price or a 15% discount to the volume weighted average share price of the Company's shares for the five business day period prior to the Investor notifying the Company of its intention to convert.

The CLNs will bear a coupon of 10% per annum which shall be rolled up and settled either when a conversion notice has been served or on an Exit by the issue of such the relevant number of shares at the conversion price in respect of such accrued interest amount. The CLNs are non-transferable and are unsecured.