Cloudbreak Discovery PLC — Capital/Financing Update 2026

Apr 30, 2026

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the FSMA.

This Document comprises a supplementary prospectus ("Supplementary Prospectus") relating to Cloudbreak Discovery Plc (the "Company"), prepared in accordance with the Prospectus Rules: Admission to Trading on the Regulated Market sourcebook ("PRM") made under Regulation 14 of the Public Offers and Admissions to Trading Regulations 2024 ("POATR").

This Document has been filed with the FCA and made available to the public in accordance with PRM 9.5. In accordance with the UK Listing Rules Instrument 2024 (FCA 2024/23), with effect from 29 July 2024, the Listing Rules were replaced by the UKLR under which companies with a Standard Listing or in-flight applicants (as defined in UKLR TP 1.1R) will be mapped to the Equity Shares (transition) category or be treated as an applicant for listing in Equity Shares (transition) category unless they are eligible for admission to a different category under the UKLR. Application has been made to the London Stock Exchange plc ("London Stock Exchange") for the New Ordinary Share to be admitted to trading on the Main Market for listed securities.

This Supplementary Prospectus is supplemental to and should be read in conjunction with the prospectus published by the Company on 22 April 2026 "the "Prospectus").

The Company and each of the Directors, whose names appear on page 11 of this Document, accept responsibility for the information contained in this Document. To the best of the knowledge of the Company and the Directors, the information contained in this Document is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.

This Document has been approved by the FCA. The FCA only approves this Document as meeting the standards of completeness, comprehensibility and consistency imposed by the rules in PRM and such approval should not be considered as an endorsement of the issuer or the quality of the securities that are the subject of this Document. Investors should make their own assessment as to the suitability of investing in the securities. This Document has been drawn up as a supplementary prospectus in accordance with PRM 10.

Cloudbreak Discovery Plc

(Incorporated and registered in England & Wales under the Companies Act 1985 with registered number 06275976)

Supplementary Prospectus relating to the

issue of 364,821,733 New Ordinary Shares

issue of up to 230,000,000 Deferred Paterson Shares

issue of up to 330,357,145 Warrant Shares

Admission of the New Ordinary Shares to the Official List to the Equity Shares (Transition) Category of the Official List under Chapter 22 of the UKLR and to trading on the London Stock Exchange's Main Market for listed securities

AlbR Capital Limited Financial Adviser

YOU SHOULD READ THIS SUPPLEMENTARY PROSPECTUS AND THE PROSPECTUS (INCLUDING ANY DOCUMENTS (OR PARTS THEREOF) INCORPORATED BY REFERENCE THEREIN) IN THEIR ENTIRETY AND, IN PARTICULAR, PART 2 (RISK FACTORS) OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMPANY.

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PROSPECTIVE INVESTORS SHOULD BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A SIGNIFICANT DEGREE OF RISK AND THAT, IF CERTAIN OF THE RISKS DESCRIBED IN THIS DOCUMENT OCCUR, INVESTORS MAY FIND THEIR INVESTMENT IS MATERIALLY ADVERSELY AFFECTED.

ACCORDINGLY, AN INVESTMENT IN THE ORDINARY SHARES IS ONLY SUITABLE FOR INVESTORS WHO ARE PARTICULARLY KNOWLEDGEABLE IN INVESTMENT MATTERS AND WHO ARE ABLE TO BEAR THE LOSS OF THE WHOLE OR PART OF THEIR INVESTMENT.

AlbR Capital Limited ("AlbR") is authorised and regulated in the United Kingdom by the FCA and is acting as financial adviser and broker for the Company and will not be responsible to anyone other than the Company for providing the protections afforded to customers of AlbR or for affording advice in relation to the contents of this Document or any matters referred to herein. AlbR is not responsible for the contents of this Document. This does not exclude any responsibilities which AlbR may have under FSMA or the regulatory regime established thereunder.

This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended ("Securities Act"), or under the securities laws or with any securities regulatory authority of any state or other jurisdiction of the United States or of Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa, or any province or territory thereof. Subject to certain exceptions, the Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly, and this Document may not be distributed by any means including electronic transmission within, into, in or from the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or for the account of any national, resident or citizen of the United States or any person resident in Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa. The Ordinary Shares may only be offered or sold in offshore transactions as defined in and in accordance with Regulation S promulgated under the Securities Act. Acquirers of the Ordinary Shares may not offer to sell, pledge or otherwise transfer the Ordinary Shares in the United States, or to any US Person as defined in Regulation S under the Securities Act, including resident corporations, or other entities organised under the laws of the United States, or non-US branches or agencies of such corporations unless such offer, sale, pledge or transfer is registered under the Securities Act, or an exemption from registration is available. The Company does not currently plan to register the Ordinary Shares under the Securities Act. The distribution of this Document in or into other jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

A LISTING IN THE EQUITY SHARES (TRANSITION) CATEGORY AFFORDS INVESTORS IN THE COMPANY A LOWER LEVEL OF REGULATORY PROTECTION THAN THAT AFFORDED TO INVESTORS IN COMPANIES WITH A LISTING IN THE EQUITY SHARES (COMMERCIAL COMPANIES) CATEGORY ON THE OFFICIAL LIST, WHICH ARE SUBJECT TO ADDITIONAL OBLIGATIONS UNDER THE UKLR. IT SHOULD BE NOTED THAT THE FCA WILL NOT HAVE THE AUTHORITY TO (AND WILL NOT) MONITOR THE COMPANY'S COMPLIANCE WITH ANY OF THE UKLR, NOR TO IMPOSE SANCTIONS IN RESPECT OF ANY FAILURE BY THE COMPANY TO SO COMPLY.

The date of this Document is 28 April 2026.

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CONTENTS

PURPOSE OF THE SUPPLEMENTARY PROSPECTUS 4
UPDATE OF THE PROSPECTUS SUMMARY 8
UPDATES TO THE PROSPECTUS DEFINITIONS 10
ADDITIONAL INFORMATION 11

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PURPOSE OF THE SUPPLEMENTARY PROSPECTUS

The purpose of this Supplementary Prospectus is to correct the disclosures in the Prospectus relating to the new Ordinary Shares (as defined in the Prospectus) to be issued in connection with the acquisition of 90% of the Paterson Gold-Copper-Molybdenum Project ("Acquisition"), announced on 9 February 2026, and in connection with the conversion of outstanding convertible loan notes (the "CLN Conversion").

Acquisition Correction

The terms of the Acquisition (further details of which are set out in paragraph 14.7 of Part IV of the Prospectus), require the Company to issue up to 330 million new Ordinary Shares ("Paterson Shares") of which:

• 100 million new Ordinary Shares ("Initial Paterson Shares") were issued following publication of the Prospectus, and will be admitted to trading on the Main Market of the London Stock Exchange ("Admission") on 29 April 2026 (the "Initial Paterson Share Issue"); and
• the remaining balance of up to 230 million New Ordinary Shares (the "Deferred Paterson Shares") are to be issued in four equal tranches of 57.5 million Shares, on or before 31 December 2029, subject to the satisfaction of the specified exploration milestones set out in the Paterson Tenement Agreement (the "Deferred Paterson Share Issue").

The disclosure in the Prospectus indicated that all of the Paterson Shares were being issued following publication of the Prospectus and were to be admitted to trading on 27 April 2026. However, as set out above, only the 100 million new Ordinary Shares comprising the Initial Paterson Share Issue were issued and will be subject to Admission on 29 April 2026.

The up to 230 million New Ordinary Shares that comprise the Deferred Paterson Share Issue will be issued in their respective tranches as and when the relevant milestones of the Acquisition are achieved and will be subject to Admission at those times.

CLN Correction

As disclosed in the Prospectus, the CLN Conversion comprised the issue of new Ordinary Shares in satisfaction of the noteholders' right to convert the outstanding Convertible Loan Notes (as defined in the Prospectus) into equity at a conversion price of the lesser of the 5-day VWAP or £0.005 per share.

The Prospectus stated that 20,000,000 new Ordinary Shares would be issued pursuant to the CLN Conversion. Following the publication of the Prospectus, the Company identified that the actual number of new Ordinary Shares issued pursuant to the CLN Conversion was 14,121,370 (at an issue price of £0.002 per share), rather than the 20,000,000 stated in the Prospectus.

Prospectus Amendments

On the basis of the above, the following sections of the Prospectus are updated as follows:

A) Risks Related to the Group's Listing and Ordinary Shares

The Prospectus risk factor headed "The New Ordinary Shares will dilute Shareholders' interests" is replaced in its entirety by the following:

"The New Ordinary Shares will dilute Shareholders' interests. Also, the Company may require future capital which may dilute Shareholders interest. The Group will issue 364,821,733 New Ordinary Shares in aggregate. The dilutive effect will result in an overall dilution of 16.46% of existing holdings. The Group may require additional financial resources in the future for further acquisitions after the working capital period covered by this Prospectus. The Group may therefore in the future seek to raise additional funds. No assurance can be given that any such additional financing will be available or that, if available, it will be available on terms favourable to the Group or the Shareholders. Any such fundraising(s) may also have a dilutive effect on existing Shareholders."

B) Illustrative Issue Statistics

The Illustrative Issue Statistics section of the Prospectus is replaced in its entirety by the following:

Number of Existing Ordinary Shares
1,851,047,904

Number of New Ordinary Shares to be issued
364,821,733

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Enlarged Share Capital at Admission 2,215,869,637
Percentage of Enlarged Share capital represented by the New Ordinary Shares 16.46 per cent.
Maximum number of Deferred Paterson Shares to be issued pursuant to the Deferred Paterson Share Issue 230,000,000
Maximum number of Warrant Shares to be issued pursuant to the Fundraising Warrants 330,357,145
Maximum number of Shares to be issued pursuant to the Options 2,050,000

C) Paragraph 6 of Part I of the Prospectus (Information on the Company, its Business and Strategy)

Paragraph 6.1 of Part I of the Prospectus (Information on the Company, its Business and Strategy) is replaced in its entirety by the following:

6. Reason for the Prospectus

This prospectus is being produced to provide the Company with the ability to issue further Ordinary Shares under the PRM related to the following matters:

1) 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement, further details of which are set out in paragraph 14.3 of Part IV of this document;
2) 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee, further details of which are set out in paragraph 14.3 of Part IV of this document;
3) 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;
4) 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;
5) 100,000,000 New Ordinary Shares to be issued pursuant to the Initial Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus;
6) 14,121,370 New Ordinary Shares to be issued pursuant to the CLN Conversion, further details of which are set out in paragraph 7.1.2 of Part IV of this document;
7) 34,000,000 New Ordinary Shares to be issued to certain creditors of the Company owed to them for their provision of services to the Company ("Creditor Share Issue"). The Creditor Share Issue includes:

a. the issue of 22,000,000 New Ordinary Shares to Clariden Capital Pty Ltd for the conversion of outstanding debt owed to Thomas Soloman by the Company aggregating £33,000 to be converted into equity at 0.15 pence per share; and
b. the issue of 12,000,000 New Ordinary Shares to certain other service providers of the Company for the provision of services.

8) the potential issue of up to 230,000,000 new Ordinary Shares pursuant to the Deferred Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus; and
9) the potential issue of up to 330,357,145 warrants to subscribe for Warrant Shares to the investors who participated in the recent placing of new Ordinary Shares and are entitled to receive Fundraising Warrants on the publication of this Prospectus, as announced by the Company on 22 January 2026 ("Warrant Issue"). No Warrant Shares will be issued or admitted to trading on Admission; they will only be issued and admitted at the time each Fundraising Warrant is exercised.

For the avoidance of doubt, no new funds are being raised in conjunction with the publication of this Prospectus.

D) Paragraph 5 of Part IV of the Prospectus (Additional Information)

Paragraph 5 of Part IV of the Prospectus (Additional Information) is replaced in its entirety by the following:

5. REASON FOR ISSUE

This Document is being produced to provide the Company with the ability to issue further Shares under the PRM as follows:

5.1. 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement;
5.2. 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee;
5.3. 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;

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5.4. 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;
5.5. 100,000,000 New Ordinary Shares to be issued pursuant to the Initial Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus;
5.6. 14,121,370 New Ordinary Shares to be issued pursuant to the CLN Conversion;
5.7. 34,000,000 New Ordinary Shares to be issued in respect of the Creditor Share Issue;
5.8 the potential issue of up to 230,000,000 new Ordinary Shares pursuant to the Deferred Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus; and
5.9. 330,357,145 Warrant Shares to potentially be issued to the investors who participated in the placing announced by the Company on 22 January 2026 and who are entitled to receive Fundraising Warrants on the publication of this Prospectus.

E) Paragraph 4.5 of Part IV of the Prospectus (Additional Information)

The table at paragraph 4.5 of Part IV of the Prospectus (Additional Information), setting out the issued and fully paid-up Ordinary Share capital of the Company, as at the date of the Prospectus and as it was expected to be immediately following Admission, is replaced in its entirety by the following:

	Amount fully paid up
	(£)	Number
As at the date of this Document
Ordinary Shares	0.001	1,851,047,904
As at the date of Admission
Ordinary Shares	0.001	2,215,869,637

F) Paragraph 6.1 of Part IV of the Prospectus (Additional Information)

Paragraph 6.1 of Part IV of the Prospectus (Additional Information) is replaced in its entirety by the following:

As at the date of this Document and, in so far as is known to the Company, no person or persons, other than as set out in the table below, has an interest, (directly or indirectly), in voting rights representing three per cent. or more of the Company's Ordinary Shares (being the threshold set out in Chapter 5 of the Disclosure Guidance and Transparency Rules). Any person who is directly or indirectly interested in three per cent. or more of the Company's issued share capital, will be required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure Guidance and Transparency Rules, and such interests will be notified by the Company to the public.

	As at the date of this Document		As at the date of Admission
Shareholder	Ordinary Shares	% of issued ordinary share capital	Ordinary Shares	% of enlarged share capital on Admission
Hargreaves Lansdown (Nominees) Limited	384,243,304	20.8%	384,243,304	17.34%
Interactive Investor Service Nominees Limited	259,055,977	14.0%	259,055,977	11.69%
Pershing Nominees Limited	195,087,673	10.5%	195,087,673	8.80%
HSBC Global Custody Nominee (UK) Limited	119,318,635	6.4%	119,318,635	5.39%
Vidacos Nominees Limited	118,447,570	6.4%	118,447,570	5.35%
The Galleon 2023 Ltd	112,717,328	6.1%	112,717,328	5.09%
Lawshare Nominees Limited	102,289,105	5.5%	102,289,105	4.62%

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Barclays Direct Investing Nominees Limited	75,115,178	4.1%	75,115,178	3.39%
Clariden Capital PTY Ltd	62,073,405	3.4%	62,073,405	2.79%

G) Paragraph 7.1.2 of Part IV of the Prospectus (Additional Information)

The following sentence is added at the end of paragraph 7.1.2 of Part IV of the Prospectus (Additional Information):

“For the avoidance of doubt, the total number of new Ordinary Shares issued pursuant to the CLN Conversion is 14,121,370, issued at a conversion price of £0.002 per share.”

H) Paragraph 8.6 of Part IV of the Prospectus (Additional Information)

The table setting out the interests of the Directors and their respective Connected Persons (within the meaning of section 252 of the Companies Act) in the issued share capital of the Company, on Admission, in paragraph 8.6 of Part IV of the Prospectus (Additional Information) is replaced in its entirety by the following:

Name	As at the date of this Document		As at Admission
	Number of Existing Ordinary Shares	Percentage of Existing Ordinary Share Capital	Number of Ordinary Shares	Percentage of Enlarged Share Capital
Peter Huljich	20,000,000	1.08%	68,000,000	3.07%
Tom Evans	-	-	36,000,000	1.62%
Emma Priestley	21,878,706	1.18%	56,878,706	2.57%

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UPDATE OF THE PROSPECTUS SUMMARY

Major Shareholders

The Company's major Shareholders as at the date of this Document are:

As at the date of this Document, the Company is aware of the following persons who hold, directly or indirectly, voting rights representing 3 per cent. or more of its share capital:

	As at the date of this Document		As at the date of Admission
Shareholder	Ordinary Shares	% of issued ordinary share capital	Ordinary Shares	% of enlarged share capital on Admission
Hargreaves Lansdown (Nominees) Limited	384,243,304	20.8%	384,243,304	17.34%
Interactive Investor Service Nominees Limited	259,055,977	14.0%	259,055,977	11.69%
Pershing Nominees Limited	195,087,673	10.5%	195,087,673	8.80%
HSBC Global Custody Nominee (UK) Limited	119,318,635	6.4%	119,318,635	5.39%
Vidacos Nominees Limited	118,447,570	6.4%	118,447,570	5.35%
The Galleon 2023 Ltd	112,717,328	6.1%	112,717,328	5.09%
Lawshare Nominees Limited	102,289,105	5.5%	102,289,105	4.62%
Barclays Direct Investing Nominees Limited	75,115,178	4.1%	75,115,178	3.39%
Clariden Capital PTY Ltd	62,073,405	3.4%	62,073,405	2.79%

There are no differences between the voting rights enjoyed by the above persons and those enjoyed by the other holders of Ordinary Shares.

Number of securities issued

The Company has 1,851,047,904 Ordinary Shares in issue and fully paid as at the date of this Document. 370,700,363 New Ordinary Shares will be issued.

Why is this prospectus being produced?

This Document is being produced to provide the Company with the ability to issue further new Ordinary Shares under the PRM related to the following matters:

1) 95,700,363 New Ordinary Shares to be issued in respect of the Stock Lending Agreement, further details of which are set out in paragraph 14.3 of Part IV of the Prospectus;
2) 2,000,000 New Ordinary Shares to be issued in respect of the Borrowing Fee, further details of which are set out in paragraph 14.3 of Part IV of the Prospectus;
3) 84,000,000 New Ordinary Shares to be issued in respect of the Director Engagement Share Issue;
4) 35,000,000 New Ordinary Shares to be issued in respect of the Director Fee Share Issue;
5) 100,000,000 New Ordinary Shares to be issued pursuant to the Initial Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus;
6) 14,121,370 New Ordinary Shares to be issued pursuant to the CLN Conversion, further details of which are set out in paragraph 7.1.2 of Part IV of the Prospectus;
7) 34,000,000 New Ordinary Shares to be issued to certain creditors of the Company owed to them for their provision of services to the Company ("Creditor Share Issue"). The Creditor Share Issue includes:

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a. the issue of 22,000,000 New Ordinary Shares to Clariden Capital Pty Ltd for the conversion of outstanding debt owed to Thomas Soloman by the Company aggregating £33,000 to be converted into equity at 0.15 pence per share; and
b. the issue of 12,000,000 New Ordinary Shares to certain other service providers of the Company for the provision of services.
8) the potential issue of up to 230,000,000 new Ordinary Shares pursuant to the Deferred Paterson Share Issue, further details of which are set out in paragraph 14.7 of Part IV of the Prospectus; and
9) the potential issue of up to 330,357,145 Warrant Shares to the investors who participated in the recent placing of new Ordinary Shares and are entitled to receive Fundraising Warrants on the publication of this Prospectus, as announced by the Company on 22 January 2026 (“Warrant Issue”). No Warrant Shares will be issued or admitted to trading on Admission; they will only be issued and admitted at the time each Fundraising Warrant is exercised.
For the avoidance of doubt, no new funds are being raised in conjunction with the publication of this Supplementary Prospectus.
Amount and percentage of dilution resulting from the offer
The issue of the New Ordinary Shares will result in the Ordinary Share capital held by the Shareholders at the date of this Document being diluted by 16.46 per cent.

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UPDATES TO THE PROSPECTUS DEFINITIONS

"Deferred Paterson Shares"
means the 230,000,000 new Ordinary Shares to be issued as deferred consideration, upon satisfaction of specified exploration milestones

"Deferred Paterson Share Issue"
means the issue of the Deferred Paterson Shares on or before 31 December 2029 pursuant to the terms of the Paterson Tenement Agreement

"Initial Paterson Shares"
means the 100,000,000 new Ordinary Shares to be issued as consideration pursuant to the terms of the Paterson Tenement Agreement

"Initial Paterson Share Issue"
means the issue of the Initial Paterson Shares on Admission

"New Ordinary Shares"
the 364,821,733 new Ordinary Shares to be issued on Admission pursuant to the Stock Lending Agreement, the Borrowing Fee, the Director Engagement Share Issue, the Director Fee Share Issue, the Darlot Agreements, the Crofton Tenement Agreement, the Initial Paterson Share Issue, the CLN Conversion and the Creditor Share Issue

"Paterson Shares"
means the Initial Paterson Shares and the Deferred Paterson Shares

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ADDITIONAL INFORMATION

1. RESPONSIBILITY STATEMENTS

The Company, whose registered office address appears below, and the Directors, whose names appear below, accept responsibility for the information contained in this Supplementary Prospectus. To the best of the knowledge of the Company and the Directors, the information contained in this Supplementary Prospectus is in accordance with the facts and this Supplementary Prospectus makes no omission likely to affect its import.

As at the date of this Supplementary Prospectus, the Directors of the Company are:

• Peter Huljich, Executive Chairman
• Tom Evans, Managing Director
• Emma Priestley, Non-Executive Director

As at the date of this Supplementary Prospectus, the registered office of the Company is 167-169 Great Portland Street, Fifth Floor, London, England, W1W 5PF and the Company's telephone number is +44 (0)207 317 0650.

2. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of this Supplementary Prospectus will be made available for inspection at http://www.morningstar.co.uk/uk/nsm

In addition, this Document will be published in electronic form and be available and free to download from the Company's website at https://www.cdl-plc.com/company-presentation/

Dated 28 April 2026