£1.78m Placing, Board Changes and PDMR Dealing

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES. ATTENTION IS ALSO DRAWN TO THE IMPORTANT INFORMATION AT THE END OF THIS ANNOUNCEMENT.

3 November 2026

Metir plc

("Metir", the "Group" or the "Company")

Placing and Subscription to raise approximately £1.78m, Board Changes and PDMR Dealing

Metir plc (AIM: MET), the leading global provider of fast response mobile and point-of-use water and environmental testing technology, is pleased to announce that it has conditionally raised gross proceeds of £1,775,000 (approximately £1.78 million) through a placing and subscription of, in aggregate, 645,454,546 new ordinary shares of 0.001 pence each in the capital of the Company (“Ordinary Shares”) at a price of 0.275 pence per Ordinary Share (the “Placing Price”). Up to £1.5 million of the Placing and the Subscription is expected to qualify for relief under the Enterprise Investment Scheme (“EIS”) and for investment by Venture Capital Trusts (“VCTs”).

On 5 October 2026, the Company entered a Capital Access Window in connection with a proposed equity fundraise, and trading in its Ordinary Shares on AIM was paused from 7.30 a.m. on that day. This announcement sets out the result of that fundraise, which has completed subject only to Admission, and accordingly the Capital Access Window has now closed. Trading in the Company’s Ordinary Shares on AIM is expected to be restored at 2.00 p.m. today, 3 November 2026.

The Placing Price represents the closing price per Ordinary Share of 0.275 pence as at 5 October 2026, being the last trading day prior to the announcement of the Company entering into a Capital Access Window. The new Ordinary Shares to be issued pursuant to the Placing and the Subscription will represent approximately 59.29 per cent. of the enlarged issued share capital of the Company on completion of the Fundraising.

The fundraise comprises:

The Company also announces the following proposed Board changes. Bob Moore will step down as Chief Executive Officer and Executive Chair, with Dr Alastair Smith to succeed him as Chief Executive Officer, effective 9 November 2026. At the same time, Dr Christopher Potts, currently a Non-Executive Director of the Company, will become interim Chair following completion of the Placing, while the Company seeks to appoint a permanent Chair with extensive water industry experience.

Mr Graham White is to be appointed as Non-Executive Director subject to due diligence, bringing wide-ranging commercial and entrepreneurial expertise, having grown and successfully sold several businesses in the allied sectors of energy and waste recycling.

Use of proceeds

As set out in its interim results announcement on 28 September 2026, the Company’s working capital has been constrained, and the business required additional funding. The Fundraising will support a revised strategy focused on stabilising and growing revenue streams from its Microtox® and QuickChek® product ranges, improving margins on those sales and pursuing innovation to meet emerging safety testing needs in the water and other industries through partnerships and non-dilutive grant funding.

The Company proposes to use the net proceeds of the Fundraising to address its key priorities as follows:

Dr Alastair Smith, Chief Executive Officer-designate of Metir, commented:

“Metir has multiple revenue-generating opportunities in sectors that have significant and urgent testing needs, often driven by increasing regulatory pressures and penalties. With my technical and commercial background in bioanalysis, instrumentation and diagnostics, I can see how we can make immediate changes to help us realise those commercial opportunities quickly, build a profitable business and grow from that solid base.

“Our immediate priority is to strengthen Metir’s established water testing business and grow those revenues and their contribution. The fundraise will support investment in commercial capability, reagent manufacturing and the redevelopment of QuickChek® SRB test to re-establish sales of that product. Successful completion of the Qatar installation of Continuous Toxicity Monitoring units is a very high priority, as it would provide an important exemplar and could rapidly create a larger commercial opportunity in the region.

“The Microsaic mass spectrometer offers Metir an opportunity to address the growing global need to detect and analyse PFAS (“forever chemicals”) contamination in a range of settings from the water industry to land remediation. I believe that Metir can relatively quickly, and with modest investment, establish a high-value PFAS testing service, with longer-term potential for PFAS testing products. We will review this and other commercial opportunities such as rapid pathogen detection and seek to establish partnerships with utility industry partners to successfully apply for non-dilutive external grants to fund development of these ground-breaking products.

“We are grateful for the continued support of existing shareholders and welcome new shareholders as a result of this Placing. We will have a clear focus on revenue generation and profitability, and there are numerous opportunities in the pipeline to generate positive news flow in the near and longer term. I will update the market before Christmas and give guidance on the exciting outlook, once I have had the opportunity to fully understand all aspects of Metir.”

Bob Moore, Executive Chair and Chief Executive Officer of Metir, commented:

“I am pleased to welcome Alastair as Metir’s incoming Chief Executive Officer and to hand over to him as the Company enters an important new phase in its development. With a renewed focus on commercial delivery, I believe this is the right time to bring his technical and commercial experience to the business and to appoint a permanent Chair with extensive water industry experience. I will hand over the Chair role to Chris Potts on an interim basis while that search progresses. I believe we have the building blocks in place to implement a growth strategy, particularly through new domestic and international business alliances. I wish the new board every success in delivering this strategy.”

Dr Chris Potts, Non-Executive Director of Metir, commented:

“On behalf of the Board, I would like to thank Bob for his valued contribution to Metir during his time as Executive Chair and Chief Executive Officer. His commitment and dedication to the business for nearly three years have been greatly appreciated, and we wish him every success for the future.”

Business Update and Outlook

Metir has, through its Modern Water operating company, mature water safety testing products sold under the Microtox® brand. These products provide field-based and laboratory-based testing for a broad range of toxins in water. The Company will strengthen its commercial and customer support capabilities to grow these established sales and open up new markets through distributors.

In Qatar, 27 Microtox® Continuous Toxicity Monitoring (“CTM”) systems have been installed and are undergoing validation. As announced previously, there have been a number of technical issues with the implementation of this project, which was acquired in 2024 through the acquisition of Modern Water. The project, which spans most of the water supply system in Qatar, is expected to be completed with customer handover in Q1 2027, following improvements needed to consumables manufacturing. A potential second phase covering 17 additional systems remains subject to tender following successful completion of phase 1. Modern Water is the sole supplier of Microtox® CTM technology for this tender. After a successful project handover, the Company will actively seek to expand the CTM opportunity in the Middle East and elsewhere.

QuickChek®, which tests for sulphate-reducing bacteria (“SRB”) that cause rapid pipe corrosion in the water and oil industry, is being redeveloped to correct issues that have arisen over time with its performance. The immediate priority is to complete an interim redevelopment of the existing assay to allow limited sales to resume in Q1 2027 to satisfy orders that are in hand, while improvement of the assay to create a simpler-to-use product with a stable manufacturing supply chain is expected to be completed during 2027.

In order to deliver sales and margin growth from the Microtox® and QuickChek® products during 2027 and onwards, Metir intends to strengthen its commercial and sales/customer support team and bring some consumable reagent manufacturing in-house to improve margins and establish a tight control over product quality. Manufacturing of the consumables is not particularly complex and will not require significant capital outlay, as much of the equipment already exists within the Company. The Company will recruit one or two laboratory technicians with manufacturing and biological assay experience in the near term.

There are significant unmet needs in the water and other utility industries, many driven by strengthened and emerging regulations such as the testing for PFAS (per- and polyfluoroalkyl substances, or “forever chemicals”). Regulatory frameworks vary across the world, creating different market opportunities. PFAS chemicals are typically detected and analysed by sending samples to a laboratory for mass spectrometry analysis. Following its acquisition of Modern Water in 2024, Metir combines water-testing expertise with its proprietary Microsaic miniaturised mass spectrometry technology, giving the Company the potential to offer a high-value, on-site testing capability. The Company will establish the exact customer requirements for PFAS testing and routes to market quickly and anticipates a major development of this opportunity supported by external grant funding.

The Company will review the development of rapid, on-site pathogen detection in water, after thoroughly reviewing market demand to define the target product specifications, including sampling and detection strategies, and will again place strong emphasis on non-dilutive grant funding opportunities with partners in the water industry.

The Placing Agreement

Pursuant to the terms and subject to the conditions of the placing agreement entered into between the Company, Turner Pope and SPARK Advisory Partners Limited ("SPARK") on the date of this announcement (the "Placing Agreement"), Turner Pope, as agent for the Company, agreed to use reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing Agreement contains customary conditions, warranties and indemnities from the Company in favour of Turner Pope and SPARK. The Fundraising is not being underwritten by Turner Pope, SPARK nor any other person.

The Subscription is conditional upon:

Directors’ and Proposed Directors’ Participation

The following existing and proposed Directors of the Company participated in the Fundraising, via the Subscription, details of which are outlined below. The Directors’ and Proposed Directors’ participation in the Fundraising is on the same terms as all other placees and subscribers.

Board Changes

With the immediate global commercial opportunities that the Company has in front of it, as well as potential for major partnerships to develop innovative solutions for emerging customer needs, the Board and management are being strengthened commercially and technically and will be further bolstered in the near term with water sector experience.

Dr Alastair Smith, who was previously Chief Executive Officer of Avacta Group plc, will replace Bob Moore as Chief Executive Officer with effect from 9 November 2026. Alastair has extensive experience in growing science and technology businesses, public markets, fundraising and corporate transactions. He founded Avacta Group plc in 2005 and served as Chief Executive Officer until 2024, leading its admission to AIM and subsequent development into two divisions: a diagnostics division with circa £20 million revenue and a therapeutics division built upon a mechanism for targeting chemotherapy to the tumour to significantly reduce systemic toxicities. Alastair is a biophysicist and has extensive experience of bioanalytical instrumentation, as well as antibodies and their alternatives, that underpin much of Metir’s technology, which will significantly improve the Board’s technical oversight of the business, as well as bring extensive experience of the AIM market. He is currently Non-Executive Chairman of TheraCryf plc and SPARTA Biodiscovery Ltd, and a Non-Executive Director of Thalia Therapeutics plc (formerly N4 Pharma plc).

Mr Graham White is joining the Board as a Non-Executive Director, subject to due diligence, and will bring wide-ranging commercial and entrepreneurial expertise, having grown and successfully sold several businesses in the allied sectors of energy and waste recycling. Graham has over 25 years’ experience in the energy sector, spanning power generation, project development and operational management.

He was co-founder and CEO of Mercia Power Response, established in 2015 with investment from Foresight. With further funding from Foresight, the business developed a 262MW portfolio of gas peaking and battery storage assets, alongside a pipeline of over 400MW of battery storage projects. InfraVia acquired a majority stake in April 2026 in a transaction valuing Mercia at an enterprise value of £180 million. Mercia was combined with Balance Power to form Supernova Power, bringing together Mercia’s development and operational expertise with Balance Power’s 1,400MW battery storage project pipeline. Graham served as Chairperson of Supernova Power until May 2026.

He is the founder of Power Balancing Services, a specialist provider of standby electricity generating capacity to National Grid. Previously, he was Senior Vice President Operations at Greenpark Energy, overseeing power generation operations and infrastructure development. His earlier roles include Development Manager at Waste Recycling Group and Sales Manager at Clarke Energy.

Bob Moore will also step down from the role of Executive Chair and Dr Chris Potts will take on the role of interim Chair. The Board is seeking to appoint a new Chair with extensive water industry experience as soon as possible.

Options Scheme

The Company will put in place an options scheme of 15% of the enlarged fully diluted capital (as at Second Admission) so as to incentivise the wider team in the business and align management’s interests closely with those of the Company’s shareholders. Dr Alastair Smith has agreed to limited cash remuneration of £60,000 per annum compensated for with a significant package of 100 million options granted at the Placing Price and vesting in four equal tranches over two years. These options will be granted as soon as practicable.

Admission

The Placing and Subscription Shares will rank pari passu with the Company's existing Ordinary Shares. Application will be made to the London Stock Exchange for admission of the Placing and the Subscription Shares totalling 645,454,546 Ordinary Shares to trading on AIM. It is expected that admission of the Placing Shares will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 6 November 2026 (“First Admission”). It is expected that admission of the Subscription Shares will become effective and dealings in the Subscription Shares will commence at 8.00 a.m. on or around 7 December 2026 (“Second Admission”).

Total Voting Rights

Following the First Admission as described above, the Company's issued ordinary share capital will consist of 952,330,396 Ordinary Shares. The Company holds six Ordinary Shares in Treasury.

Therefore, the above figure may be used by shareholders in the Company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Warrants

In conjunction with the Fundraising, the Company has agreed to extend the life of the existing 133,333,333 warrants held by investors issued in December 2025, which are exercisable at 1.5p per share, by two years, to December 2029, subject to the requisite majority of investors approving such an extension via a resolution to be proposed on or prior to the Company’s next annual general meeting to be held in 2027.

The Company and TPI have also agreed, conditional upon First Admission, to cancel the, in aggregate, 68,045,333 existing broker warrants issued under warrant instruments dated 16 January 2024, 16 June 2025 and 19 December 2025, which are all underwater by reference to the Placing Price.

In addition and subject to First Admission, the Company has agreed to grant to Turner Pope (or to such other persons as directed by Turner Pope) warrants to subscribe for 197,136,242 new Ordinary Shares at the Placing Price (“2026 Warrants”) in consideration for, amongst other things, Turner Pope's services as agent in connection with the Placing.

The warrant holder(s) may exercise the 2026 Warrants on any business day from the date of issue up to (and including) the fifth anniversary of issue (the "Expiry Date"). If the 2026 Warrants are not exercised fully by the Expiry Date, they will lapse.

The Exercise Price payable by the warrant holder(s) upon exercise of the 2026 Warrants will be adjusted on the occurrence of certain corporate events, including (without limitation) upon any capital distribution or rights issue undertaken by the Company, but can never be less than the nominal value of an ordinary share.

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Enquiries:

About Metir

Metir plc is a leading global provider of fast response, including mobile, point-of-use water and environmental testing technology. Through its two established trading divisions, Modern Water and Microsaic Systems, the Group develops and supplies innovative, easy-to-use solutions that deliver rapid, accurate water quality results, helping industries, utilities and regulators monitor safety and compliance in real time.

With a strong focus on data-driven insight and field-ready design, Metir’s technology supports critical decision-making across sectors, including environmental monitoring, public health and industrial process management.

Headquartered in York, UK, Metir serves worldwide customers and is dedicated to advancing water testing standards through innovative, accessible solutions.

For more information, please visit https://www.metirplc.com 

Forward looking statements 

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's and/or the Directors' current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this announcement is subject to change without notice, and neither SPARK nor TPI nor, except as required by applicable law, the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not rely on forward-looking statements, which speak only as of the date of this announcement. 

Inside Information

The information contained within this announcement is deemed by the Company to constitute inside information under the UK Market Abuse Regulations ("MAR"). Upon the publication of this announcement via a Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain.

The person responsible for the release of this announcement is Bob Moore, Executive Chair and Chief Executive Officer.

Schedule 2(g) Information on New Directors

The following disclosures are made pursuant to Schedule 2(g) of the AIM Rules for Companies:

Graham Edward Podesta White, aged 57, currently holds or has held the following directorships in the past five years:

David Alastair Maclaughlin Smith, aged 60, currently holds or has held the following directorships in the past five years:

Other than as disclosed above there are no further disclosures to be made in accordance with AIM Rule 17 and paragraph 2(g) of Schedule Two of the AIM Rules for Companies.

PDMR Disclosures