For immediate release

2 February 2021

Online Blockchain plc

("Online" or the "Company")

Issue of equity

Online Blockchain plc (LSE: OBC) announces that the Company has today raised £1.0 million (before expenses) by way of a placing of 2,717,391 new Ordinary Shares ("Placing Shares") with Monecor (London) Limited trading as ETX Capital ("Monecor") at a placing price of 36.8p per share (the "Placing Price") (the "Placing"). In completing the Placing, the Board has utilised the share authorities approved by shareholders at the last Annual General Meeting. 

The proceeds of the Placing will be used to fund additional new projects as well as enhance the deployment of Umbria and support its existing crypto and blockchain-based products and are anticipated to satisfy the Company's current working capital and development needs for at least 12 months.

Placing Agreement 

The Company has entered into a placing agreement dated 1 February 2021 (the "Placing Agreement") with Monecor, pursuant to which Monecor, as agent for the Company, has subscribed for the Placing Shares at the Placing Price. The obligations of Monecor under the Placing Agreement are conditional, inter alia, upon admission of the Placing Shares having occurred by 8.00 a.m. on 8 February 2021 (or such later time and/or date as may be agreed, being no later than 8.00 a.m. on 28 February 2021), and there being no material breach of the warranties given to prior to admission of the Placing Shares. 

Monecor may terminate the Placing Agreement in specified circumstances (including for breach of warranty at any time prior to admission of the Placing Shares, if such breach is reasonably considered by Monecor to be material in the context of the Placing) and in the event of a force majeure event occurring at any time prior to admission of the Placing Shares.

Clem Chambers CEO commented:

"We are very pleased to have received further support at this moment of high interest in Blockchain and DeFi (Decentralised Finance) projects.  As previously reported, we hope to start beta-testing our new development project in decentralised finance, Umbria, in the first quarter of 2021.These additional funds will allow us to initiate development on further projects at this opportune moment and we look forward to updating  Shareholders in due course. Furthermore, the additional funds will satisfy our current working capital and development needs for at least 12 months and there is no current intention to return to the market for further funding".

Warrants 

The Company has conditionally agreed to issue participants in the Placing, one warrant for every two Placing Shares (the "Placing Warrants"). As a result, 1,358,695 Placing Warrants will be conditionally issued to placees pursuant to the Placing. Each Placing Warrant will provide the holder the right to subscribe for one new Ordinary Share on its exercise. The Placing Warrants will be exercisable at a price of 60p for a two-year period from the date of admission of the Placing Shares. If exercised in full, the Placing Warrants would result in the issue of a further 1,358,695 new Ordinary Shares. 

The issue of the Placing Warrants will be subject to the approval of shareholders at a general meeting of the Company (the "General Meeting") granting authority to the Company to issue the new Ordinary Shares on an exercise of the Warrants and to dis-apply pre-emption rights. Further details of the General Meeting will be announced in due course.

In conjunction with the Placing, the Company has agreed to issue Monecor 100,000 warrants, exercisable in whole or in part at 36.8p per new Ordinary Share within 2 years of being issued.

Admission to AIM 

Application will be made for admission of the Placing Shares, amounting to 2,717,391 new Ordinary Shares, to trading on AIM ("Admission") on or around 8 February 2021. The Placing Shares will rank pari passu in all respects with the Company's existing issued ordinary shares. 

Further AIM Disclosures

On 31 December 2020, the Company published a TR-1 provided by Monecor in which Monecor disclosed an interest in the Company of 12.03%. Although Monecor subsequently reduced its holding in Company, as announced on 26 January 2021, to below 10%, Monecor is a related party for the purposes of AIM Rule 13 as it has been a substantial shareholder within the prior 12-month period. The Directors of Online consider, having consulted with the Company's Nominated Adviser and having taken market soundings, that the terms of the Placing are fair and reasonable insofar as Online's shareholders are concerned. In particular, the Directors have noted that the Placing price represents a discount to the closing mid-market price of an Ordinary Share on 1 February of 20 per cent. As noted above, the additional funds will meet the Company's current working capital and development needs for at least 12 months and there is no current intention or requirement to return to the market for further funding.

Total Voting Rights 

On Admission of the New Shares, the Company will have 14,150,191 Ordinary Shares in issue with voting rights. Online Blockchain Plc does not currently hold any shares in treasury. Accordingly, this figure of 14,150,191 Ordinary Shares 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 in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules. 

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the company's obligations under Article 17 of MAR. Market soundings, as defined in MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by MAR. That inside information is set out in this announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

The person who arranged for the release of this announcement on behalf of the Company was Clement Chambers, Director. 

Enquiries: 

For further information please contact: 

Enquiries:

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About Online Blockchain plc (LSE: OBC) 

Online Blockchain (www.onlineblockchain.io) is a UK-based incubator and developer of businesses in internet and information-based technologies, including developers, administrators and custodians of blockchains and cryptocurrencies. The Company created ADVFN www.advfn.com and has a holding of 17.98% in ADVFN plc. 

Online Blockchain plc continues to consider new related opportunities and particularly crypto currencies and blockchain-based opportunities including incubating cryptocurrency start-ups and developing technical innovation in the blockchain space. 

Glossary 

"blockchain" is a distributed public digital ledger in which transactions are recorded chronologically 

"cryptocurrency" is a digital currency in which encryption techniques are used to regulate the generation of units of currency and verify the transfer of funds, operating independently of any central bank 

Forward Looking Statements

Certain statements in this announcement are or may be deemed to be forward looking statements. Forward looking statements are identified by their use of terms and phrases such as "believe" "could" "should" "envisage" "estimate" "intend" "may" "plan" "will" or the negative of those variations or comparable expressions including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth results of operations performance future capital and other expenditures (including the amount. nature and sources of funding thereof) competitive advantages business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors. Many factors could cause actual results to differ materially from the results discussed in the forward-looking statements including risks associated with vulnerability to general economic and business conditions competition environmental and other regulatory changes actions by governmental authorities the availability of capital markets reliance on key personnel uninsured and underinsured losses and other factors many of which are beyond the control of the Company. Although any forward-looking statements contained in this announcement are based upon what the Directors believe to be reasonable assumptions. The Company cannot assure investors that actual results will be consistent with such forward looking statements. 

Important Notice 

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser ("Nomad") to the Company in connection with the matters set out in this announcement and will not be acting for any other person or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the matters set out in this announcement or any transaction, matter or arrangement referred to in this announcement. Beaumont Cornish's responsibilities as the Company's Nomad are owed solely to London Stock Exchange and are not owed to the Company or to any Director or to any other person in respect of his or her decision to acquire any shares in the Company. 

ENDS