GCL New Energy (00451) to Issue 183.48 Million New Shares at HK$1.05 Each under Supplemental Subscription & Investment Agreement

GCL New Energy Holdings Ltd. (Stock Code: 00451) announced on 12 March 2026 that it has signed a Supplemental Subscription and Investment Agreement with a new subscriber, refining terms first disclosed on 8 January 2026.

The company will allot up to 183.48 million new shares at HK$1.05 apiece, representing a 19.85% discount to the 12 March closing price of HK$1.31 and a 14.63% discount to the five-day average of HK$1.23. The new shares equal 11.80% of current issued capital and 10.56% of the enlarged share base. Aggregate nominal value totals HK$15.23 million.

Post-completion, issued shares will rise from 1.55 billion to 1.74 billion. Golden Concord Group will see its stake diluted from 26.45% to 23.66%, while the subscriber will hold 10.56%.

Consideration is satisfied through delivery of investment instruments—Simple Agreement for Future Equity (SAFE) and token warrants—valued at US$24.74 million. The warrants entitle GCL New Energy to purchase about 26 million Pharos Tokens, or roughly 2.6% of total supply, at a nominal exercise price not exceeding US$1,000 per tranche.

Share issuance and investment will close in five independent tranches: 50% of the shares in the first tranche and four subsequent tranches of 12.5% each. Progression beyond the first tranche depends on conditions that include: • Listing approval for each tranche’s shares; • Successful listing of Pharos Tokens with an opening price not below the company’s investment cost; and • Maintenance of Pharos Token’s fully diluted value (FDV) at or above US$760 million during successive three-month observation windows.

The long-stop date for completing all tranches is 18 months after the original agreement date. No share repurchase mechanism is provided if GCL New Energy fails to acquire Pharos equity or tokens.

Management views the transaction as a strategic move into asset tokenisation and Web3.0 applications, leveraging Pharos’s Layer 1 blockchain to advance the group’s overseas new-energy operations and enhance its “Xinyi Lian” digital O&M platform.

To oversee digital-asset activities, GCL New Energy has instituted an internal control structure involving senior executives and specialists, multi-signature cold-wallet custody, formalised approval procedures, and periodic risk reporting.

Shareholders are reminded that each tranche is subject to specific conditions; the subscription may or may not proceed in full. Caution is advised when dealing in the company’s shares.