18 July 2025
Cel AI PLC
("Cel AI" or "the Company")
Grant of Warrants and PDMRs
Cel AI Plc (LSE: CLAI), the AI agent deployment platform with a strategic Bitcoin treasury focus, announces that it has granted a total of 256,000,000 Warrants to three Directors of the Company as well as to its broker and advisor to subscribe for new ordinary shares of £0.001 each ("Warrants").
Except for the Warrants granted to the Company's broker, all other Warrants are exercisable at £0.002 per ordinary share and have an exercise period limit of five years. One-third of the Warrants become exercisable immediately upon the grant becoming unconditional, with the remaining two-thirds vesting quarterly over a period of three years from the grant date. The Warrants granted to the Company's broker, in settlement of fees, vest immediately, are exercisable at £0.002 per ordinary share, and have a three-year exercise period.
Details of the Warrants granted to Directors are as follows:
| Director | Number of Warrants being issued | Total number of Warrants held including this issue |
| Olivia Edwards | 10,000,000 | 20,000,000 |
| Elliot Fielding | 2,500,000 | 2,500,000 |
| Misha Sher | 1,000,000 | 4,000,000 |
Following the issue of the Warrants and exercise of Warrants, the Company will have a total of 315,581,594 warrants in issue.
Correction to Previous Announcement
Further to the 'Completion of Fundraising and PDMR Holdings' announcement released earlier today, it was stated that 5,000,000,000 new ordinary shares would be issued. However, as announced on 27 June 2025, the Company has already issued 90,726,389 Subscription Shares as part of the Fundraising.
Accordingly, the Company will now issue the remaining 4,909,273,611 new ordinary shares pursuant to the Placing and Subscriptions.
All other details remain unchanged. Defined terms used but not defined in this announcement have the meanings set out in the announcement released by the Company on 27 June 2025 and 30 June 2025.
Enquiries:
| Cel AI | |
| Director Olivia Edwards |
via FSCF |
| First Sentinel Corporate Finance (FSCF) | |
| Financial Adviser Brian Stockbridge |
+44 7858 888 007 |
| OAK Securities | |
| Corporate Broker Jerry Keen / Calvin Man | +44 20 3973 3678 / +44 7432 270007 jerry.keen@oak-securities.com calvin.man@oak-securities.com |
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Olivia Edwards | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification / Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cel AI plc | ||||
| b) | LEI | 213800IXPX4Z2MKX2U28 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over ordinary shares | ||||
| | Identification Code | GB00BK964W87 | ||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price |
10,000,000 £20,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Elliot Fielding | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification / Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cel AI plc | ||||
| b) | LEI | 213800IXPX4Z2MKX2U28 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over ordinary shares | ||||
| | Identification Code | GB00BK964W87 | ||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price |
2,500,000 £5,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
| 1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Misha Sher | ||||
| 2. | Reason for the Notification | |||||
| a) | Position/status | Director | ||||
| b) | Initial notification / Amendment | Initial notification | ||||
| 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Cel AI plc | ||||
| b) | LEI | 213800IXPX4Z2MKX2U28 | ||||
| 4. | Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a) | Description of the Financial instrument, type of instrument | Warrants over ordinary shares | ||||
| | Identification Code | GB00BK964W87 | ||||
| b) | Nature of the transaction | Issue of Warrants at GBP 0.002 exercise price issued at Nil consideration | ||||
| c) | Price(s) and volume(s) |
| ||||
| d) | Aggregated information: · Aggregated volume · Price |
1,000,000 £2,000 | ||||
| e) | Date of the transaction | 18 July 2025 | ||||
| f) | Place of the Transaction | Outside of a trading venue | ||||
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.