New ATM Facility and Appointment of Joint Broker

This announcement contains inside information for the purposes of Article 7 of the UK version of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

19 June 2026

Caledonian Holdings PLC

("Caledonian" or the "Company")

New ATM Facility and Appointment of Joint Broker

Caledonian Holdings PLC (AIM: CHP), the AIM quoted investing company focused on building an integrated financial services group, is pleased to announce it has established a new At the Market Facility (" ATM Facility") with Axis Capital Markets Limited ("Axis") pursuant to which the Company may issue and sell up to 350,000,000 new Ordinary Shares and the appointment of Axis as Joint Broker, alongside AlbR Capital Limited ("AlbR").

The establishment of the ATM Facility with Axis follows on from the authorities approved by shareholders at the annual general meeting of the Company held on 11 May 2026 to issue and allot up to 350,000,000 new ordinary shares pursuant to ATM facilities to be utilised by the Company.

ATM Facility

Under the ATM Facility, the Company will issue ordinary shares of nominal value £0.01 ("Ordinary Shares") in the capital of the Company (" ATM Shares") to an FCA-regulated custodian appointed by Axis (the "Custodian"), to be allotted and issued in tranches by mutual agreement between the Company and Axis (each an " ATM Tranche"). When issued, the ATM Shares will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares in the Company.

The Company intends to make a block admission application in respect of up to 26,010,702 ATM Shares (the "Initial ATM Tranche"), representing approximately 20% of the Company's current issued share capital.

ATM Shares will be issued and allotted to Axis or its appointed custodian in tranches, as required pursuant to the ATM Facility. Axis will use all reasonable endeavours to sell the ATM Shares during the term of the ATM Facility (the minimum term of which is one year), subject to certain customary selling restrictions, which include:

•     a limit for not selling more than 3% of the Company's issued share capital in a single day;

•     a floor price to be determined by the Company at the time;

•     the maximum discount set at no more than 5% to the volume weighted average price (VWAP); and

•     the Company may not operate the facility during a closed period as defined under the Market Abuse Regulation.

The Company intends to provide periodic updates on the proceeds of the sale of ATM Shares.

It is the intention of the parties that the ATM Shares should only be sold when market conditions are suitable and with a view to enhancing the value of the Company for all shareholders. Axis will deduct a broker fee and properly and reasonably incurred settlement costs from the gross proceeds of the sale of the ATM Shares, with the net proceeds, after deduction of Axis' 3% broker fee and reasonably incurred settlement costs, being paid to the Company at the end of each settlement period during the term of the ATM Facility.

The purpose of the ATM Facility is to provide the Company with a flexible mechanism to seek to issue new Ordinary Shares and raise capital close to prevailing market prices and provide further funds for the development of the Company and to, as appropriate, satisfy obligations under the Company's existing debt facility with YA II PN Ltd, details of which were announced on 14 November 2025.

The Company is under no obligation to allot and issue further ATM Shares to Axis or the Custodian, and any use of the ATM Facility will be at the discretion of the board of directors of the Company, in staged and controlled ATM Tranches, with the objective of minimising shareholder dilution.

Appointment of Joint Broker

The Company is also pleased to announce the appointment of Axis as Joint Broker, alongside the Company's existing broker, AlbR Capital.

Keith Barclay, Investment Director of Caledonian Holdings PLC, commented:

"The establishment of the new ATM Facility with Axis provides Caledonian with an additional flexible funding route as we continue to build out our financial services strategy following the acquisition of Aspire. The facility is intended to be used in a disciplined and controlled manner, allowing the Company to access capital at prevailing market prices when conditions are appropriate, while seeking to minimise unnecessary dilution for shareholders. We are pleased to appoint Axis as joint broker and look forward to working with them alongside our existing advisers."

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