Igraine PLC - Notice of GM

Igraine PLC

("Igraine" or the "Company")

Posting of Circular and Notice of General Meeting

The Board of Igraine plc (AQSE: KING), is pleased to confirm that, further to the announcement of 14 October 2025, regarding the conditional placing and subscription, a circular (the "Circular"), including the Notice of General Meeting and a Form of Proxy has been posted to shareholders.

The General Meeting will be held at the offices of AlbR Capital Limited's office, 3rd Floor, 80 Cheapside, London EC2V 6EE on 31 October 2025 at 10.00 a.m.

A copy of the Circular will shortly be available to download from the Company's website at https://igraineplc.com/.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the Circular.

Extracts from the Circular are appended to this announcement.

For further information please contact:

Appendix

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

LETTER FROM THE CHIEF EXECUTIVE OFFICER

1. Introduction

I am writing to invite you to the General Meeting of the Company to be held at the offices of AlbR Capital Limited's office at 3rd Floor, 80 Cheapside, London EC2V 6EE on 31 October 2025 at 10 a.m. and to confirm the arrangements for holding the General Meeting.

2. Background

Following a strategic review of the Company's treasury management framework, undertaken with the objective of optimising capital efficiency, diversification, and long-term value preservation, the Board is proposing the adoption of a formal Ethereum Treasury Policy.

In addition, the Company is undertaking a Fundraising to strengthen the Company's balance sheet, provide working capital, and facilitate the implementation of the Company's strategic objectives, including the development and management of its investment portfolio.

As part of this review, the Board agreed to the following:

·    One new director will be appointed to the Board, with Simon Grant-Rennick resigning following the approval of the Resolutions. David Levis will remain as Chief Executive Officer and Stephen Winfield as Non-Executive Director. The New Director will assume responsibility for defining the Company's treasury management strategy.

·    The Fundraising will be satisfied through the issuance of new ordinary shares and attaching warrants, in accordance with the terms described in this Circular.

·    A Consultant and Advisory Board will be established. A pool of free warrants, equivalent to 5% of the issued share capital of the Company from time to time will be awarded to the members of the Consultant and Advisory Board and other key stakeholders of the Company. All such warrants being exercisable at the Issue Price and issued for a two-year period from the date of Admission, but subject to a one-year lock in and are only exercisable in the second year.

·    Michael Murphy (unrelated to Oliver Murphy) will be issued 89,449,401 Ordinary Shares which equates to 3% of the Company's issued share capital following the issue of the Fundraising Shares, as compensation for the introduction of key individuals in relation to the Fundraising ("Introductory Fee Shares").

·    Peterhouse Capital shall receive 12,500,000 warrants which are valid for two years from the date of Admission, have an exercise price of the Issue Price and are only exercisable after 12 months from Admission.

Following completion of the Fundraise and reconstitution of the Board (the "New Board"), the New Board intends to adopt a formal Ethereum Treasury Policy. Shareholders are advised to review the risk factors set out on page 11 of the Circular.

This policy will allow the Company, at its discretion, to allocate funds from the Fundraising and any future fundraises into Ethereum, a leading decentralised digital asset. The objective of this policy is to preserve long-term value, enhance capital efficiency, and align the Company's treasury management with evolving market opportunities.

In parallel with the adoption of the proposed Ethereum Treasury Policy, the Company continues to focus on the development and operation of its commercial activities in the battery energy storage systems (BESS) and electric vehicle (EV) charging sectors. The Board views the Ethereum Treasury Policy as a complementary treasury management initiative, supporting and strengthening the Company's wider operational and commercial strategy in EV charging and energy storage.

The Company is seeking inter alia Shareholders' approval at the forthcoming General Meeting for the grant of authorities to allot Ordinary Shares up to a maximum aggregate nominal amount of £10,000,000, being 50,000,000,000 Ordinary Shares. The authorities are being sought to provide the Company with the flexibility to issue new shares as part of its ongoing efforts to procure substantial funding for its business operations and proposed Ethereum Treasury Policy.

In addition, the Company is seeking change its name to EthTry Plc and to adopt the new ticker "ETHY".

3. Appointment of a new Director

Oliver Murphy, aged 55

The Board is pleased to announce that Oliver Murphy, has agreed to join the Board of Directors of Igraine Plc as Executive Director, subject to final due diligence checks.

Mr. Oliver Murphy is a senior financial executive and Chartered Accountant with over 25 years of leadership experience, most recently operating as a Corporate Finance Advisor. Prior to this, he served as Group CFO of PhCann International, a leading European medical cannabis producer with operations in multiple international markets. Before PhCann, Mr. Murphy was a Partner at Deloitte Central Europe for 12 years, where he built and led the market-leading Transaction Advisory team and was simultaneously responsible for Quality & Risk Management for the firm's Financial Advisory practice across Central Europe.

We are confident that his wealth of experience will significantly strengthen the New Board's ability to deliver on Igraine's strategic goals.

Mr Murphy has held the following directorships (including directorships of companies registered outside England and Wales) within five years prior to the date of this Document:

Mr Murphy does not hold any Ordinary Shares in the Company as at the date of this Document. Mr. Murphy will be investing a total of £15,000 as part of the proposed Fundraise.

There is no further information regarding Mr Murphy to be disclosed pursuant to Rule 4.9 of the Aquis Rules.

Mr Murphy will enter into a service agreement with the Company, under the terms of which he has agreed to act as an Executive Director. The service agreement will become effective from the passing of the Resolutions and may be terminated by either party giving to the other 1 months' prior written notice, such notice not to be given prior to the first anniversary of the General Meeting.

4. The Fundraising

Peterhouse, as agent for the Company, has conditionally raised approximately £3,317,000 (before expenses) through a placing of 1,326,800,000 Ordinary Shares with new and existing investors and the Company has raised £3,834,000 through a subscription for 1,533,600,000 Ordinary Shares, at the Issue Price. The Issue Price represents a discount of approximately 29 per cent. to the mid-market closing price of £0.0035 per Ordinary Share on the Latest Practicable Date. The Fundraising has not been underwritten and is conditional, inter alia, upon: (a) the passing of the Resolutions; (b) Admission, not being later than 30 November 2025. If these conditions are not met, then the Fundraising will not proceed.

Details of the Placing

Peterhouse has procured subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten and is conditional on, inter alia, the approval of the Resolutions and Admission. The Placing Shares will represent approximately 43.2 per cent. of the Enlarged Share Capital.

If the conditions for the Placing are not satisfied or waived (where capable of waiver), the Placing will lapse and the Placing Shares will not be allotted and issued and no monies will be received by the Company pursuant to the Placing.

Details of the Subscription

The Company has conditionally raised approximately £3,834,000 (before expenses) through a subscription of 1,533,600,000 Ordinary Shares by new and existing investors.

The Subscription is not underwritten and is conditional on the approval of the Resolutions, and Admission. If the conditions for the Subscription are not satisfied or waived (where capable of waiver), the Subscription will lapse and the Subscription Shares will not be allotted and issued and no monies will be received by the Company pursuant to the Subscription.

Rights of the Fundraising Shares and application for Admission

The Fundraising Shares will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association and rank pari passu in all respects with each other and with the other ordinary shares of the Company then in issue, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Fundraising Shares, and will on issue be free of all claims, liens, charges, encumbrances and equities.

Application will be made for the Fundraising Shares to be admitted to trading on the Aquis Growth Market. Subject, inter alia, to the passing of the Resolutions at the General Meeting, it is expected that Admission will become effective in respect of, and that dealings on the Aquis Growth Market will commence in, the Fundraising Shares, on or around 8.00 a.m. on 4 November 2025.

Following completion of the Fundraising, the participants in the Fundraising will, in aggregate, hold approximately 93.14 per cent. of the Enlarged Issued Share Capital.

Warrants

Participants in the Fundraising will receive one warrant for every one Ordinary Share subscribed for as part of the Fundraising ("Warrants"). The Warrants will be valid for two years from the date of Admission of the Fundraising Shares, have an exercise price of £0.0025 and are only exercisable after 12 months from Admission.

5.         Disclosable Shareholdings in the Company pre and post Fundraising

The following table sets out, insofar as the Directors are aware, the interests in the ordinary share capital of the Company that are disclosable under the AQSE Rules immediately before and after completion of the Fundraising (assuming full subscription and admission of the New Ordinary Shares):

*The Ordinary Shares are held through two separate companies of which Felix is the director and ultimate beneficial owner.

6.         Notice of General Meeting

The notice convening the General Meeting of the Company, to be held at the offices of AlbR Capital Limited, 3rd Floor, 80 Cheapside, London EC2V 6EE at 10.00 a.m. on 31 October 2025, is set out at the end of this document.

The Resolutions (Resolutions 1 to 4, as summarised below) will be proposed to seek Shareholders' approval for the following:

Resolution 1 - to adopt an Ethereum Treasury Policy;

Resolution 2 - to authorise the Directors to allot ordinary shares comprising 2,860,400,000 Ordinary Shares in respect of the Fundraising and an additional aggregate nominal amount of £10,000,000;

Resolution 3 - to disapply statutory pre-emption rights in respect of the allotment of 2,860,400,000 Ordinary Shares in respect of the Fundraising and up to an additional aggregate nominal amount of £10,000,000;

Resolution 4 - to change the Company's name to EthTry plc.

Resolutions 1 and 2 will be proposed as ordinary resolutions, and Resolutions 3 and 4 will be proposed as special resolutions.

7.      Action to be taken

Shareholders will find a Form of Proxy enclosed for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete and return the Form of Proxy in accordance with the instructions printed thereon as soon as possible.

To be valid, completed Forms of Proxy must be received by the Company's registrars, Share Registrars Limited, not later than 10.00 a.m. on 29 October 2025, being 48 business hours before the time appointed for holding the General Meeting. Alternatively, you can register your vote(s) for the General Meeting by logging on to www.shareregistrars.uk.com , clicking on the "Proxy Vote" button and then following the on-screen instructions (you can locate your log-in details on the top of the proxy form).

You are entitled to appoint a proxy to attend and to exercise all or any of your rights to vote instead of you. Completion of the Form of Proxy will not preclude you from attending and voting at the General Meeting in person if you so wish. Your attention is drawn to the notes to the Form of Proxy.

The notice of the General Meeting is set out at the end of this Document.

8.             Recommendation

The Directors believe that the Resolutions are in the best interests of the Company and its Shareholders and recommend that Shareholders vote in favour of the Resolutions as they intend to do in respect of their own holdings of Ordinary Shares which are equivalent to 34.97% of the Issued Share Capital of the Company

Yours faithfully,

David Levis

Chief Executive Officer

For and on behalf of the Board of Igraine Plc