Result of General Meeting, Result of Offer for Subscription and Total Voting Rights

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, TRANSMISSION, RELEASE OR DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE COMPANY.

14 December 2023

Molten Ventures plc

("Molten Ventures" or the "Company")

Result of General Meeting, Result of Offer for Subscription and Total Voting Rights

Molten Ventures (LSE: GROW, Euronext Dublin: GRW), a leading venture capital firm investing in and developing high growth digital technology businesses, is pleased to announce that at the General Meeting held earlier today, the resolution as set out in the notice of the General Meeting (the "Resolution") was duly passed. Voting was held by poll, the poll results on the Resolution are set out in the table below.

¹Any proxy arrangement which gave discretion to the Chair has been included in the "For" totals.

²A "Vote withheld" is not a vote in law and is not counted in the calculation of the percentage of shares voted "For" or "Against" the resolution.

Result of Offer for Subscription

Molten Ventures made an offer of New Ordinary Shares to Qualifying Forward Partners Shareholders pursuant to the Offer for Subscription. A total of 2,290 New Ordinary Shares have been subscribed for at a price of 270 pence (the "Issue Price") pursuant to the Offer for Subscription.

Director Dealings

The following Directors participated in the Placing and therefore, upon Admission, their interests in Ordinary Shares will be as follows:

Incoming Chairman, Laurence Hollingworth, who will join the Molten Board on 2 January 2024, subscribed for 18,518 Placing Shares at the Issue Price.

Admission

As a result of the passing of the Resolution, the Company now has the requisite shareholder authority to complete the Placing, Subscription, Retail Offer and Offer for Subscription (the "Issue"). Accordingly, 21,261,548 New Ordinary Shares will be issued pursuant to the Issue at 270 pence each, raising gross proceeds of £57.4 million.

Applications have been made to (i) the FCA for admission of the New Ordinary Shares to be issued under the Issue to the premium listing segment of the Official List; (ii) the London Stock Exchange for the admission of the New Ordinary Shares to be issued under the Issue to trading on the Main Market; (iii) Euronext Dublin for admission of the New Ordinary Shares to be issued under the Issue to a secondary listing on the Euronext Dublin Daily Official List; and (iv) Euronext Dublin for the New Ordinary Shares to be issued under the Issue to be admitted to trading on the Euronext Dublin Market (together, "Admission"). Admission is expected to become effective, and dealings to commence in the New Ordinary Shares, at 8.00 a.m. on 15 December 2023. It is expected that CREST accounts will be credited on 15 December 2023 in respect of New Ordinary Shares issued in uncertificated form and definitive share certificates in respect of New Ordinary Shares held in certificated form will be despatched by post in the week commencing 18 December 2023.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following Admission, the Company will have 174,261,401 Ordinary Shares in issue with each share carrying the right to one vote. The Company does not hold any Ordinary Shares in treasury. The above figure of 174,261,401 may be used by shareholders in the Company 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 share capital of the Company under the Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement which have not been defined have the meanings given to them in the Circular published by the Company on 28 November 2023, unless the context provides otherwise. 

Statement Regarding Voting Result

The Board is pleased that the Resolution passed with a clear majority of votes in favour, however, the Board notes that there were marginally more than 20% votes cast against the Board’s recommendation for the Resolution. The Company remains committed to a constructive and positive relationship with all its shareholders and has undertaken dialogue with shareholders during the GM notice period to better understand their specific concerns and to ascertain the rationale behind their votes cast against the Resolution. The Company believes it has a clear understanding of why certain shareholders chose to vote against the Resolution and in a number of cases, this was in accordance with the internal policies of the respective shareholders and consequently the Company does not intend to conduct further shareholder consultations in respect of the Resolution. 

Enquiries

Pre-Emption Group Reporting

The Issue is a non-pre-emptive issue of equity securities for cash and accordingly the Company makes the following post transaction report in accordance with the most recently published Pre-Emption Group Statement of Principles (2022).