Intention to Migrate Listing to the Main Market

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. PLEASE SEE THE SECTION ENTITLED "IMPORTANT NOTICE" TOWARDS THE END OF THIS ANNOUNCEMENT.

The information communicated in this announcement is deemed to constitute 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 (the "UK Market Abuse Regulation"). Upon the publication of this announcement, this information is considered to be in the public domain.

28 October 2025

KR1 plc (the "Company")

Intention to Migrate Listing to the Main Market of the London Stock Exchange

KR1 plc (KR1: AQSE), a leading digital asset company, is pleased to announce its intention to migrate its listing and seek admission of its ordinary shares to the Equity Shares (Commercial Companies) category of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange (together the "Intended Migration").

The Intended Migration, as detailed in this announcement, is subject to the approval by the FCA of a prospectus (the "Prospectus") which is expected to occur shortly. A circular is also expected to be to be sent to shareholders seeking the approval at a convened shareholder meeting of certain resolutions in connection with the Intended Migration and a proposed placing programme to issue new ordinary shares to, in time, expand the Company's existing staking operations in line with its business strategy (the "Placing Programme").

About KR1 plc

The Company is a leading digital assets technology business primarily focused on decentralised technologies and the staking of digital assets. The Company seeks to generate income from digital assets through the Company's staking operations by participating in proof-of-stake blockchain networks, either independently or through third-party staking infrastructure service providers.

By staking digital assets, the Company helps to secure these networks by supporting transaction validation, maintaining network integrity and contributing to decentralisation and, in return, receives staking rewards.

As detailed in the Company's audited results for the financial year ended 31 December 2024 (FY24), KR1 plc generated income of £12.8 million from staking activities, which represented an increase of 86.4% on FY23 (£6.9 million).

The Company also manages its digital asset holdings to optimise long-term capital growth and may from time-to-time hold investments in the digital asset sector, including debt, equity, contractual rights to future assets and interests in specialised funds.

Strategy

The Company's strategy is to expand its existing staking operations through compounding the digital assets it generates, acquiring additional staking assets, investing in companies and assets in the digital asset sector and potentially entering into relevant partnerships or joint ventures.

Intended Migration Highlights

● The Company's ordinary shares would be admitted to the Equity Shares (Commercial Companies) category of the FCA's Official List and to trading on the Main Market of the London Stock Exchange.

● The Company is proposing to establish a placing programme to issue new ordinary shares to, in time, expand the Company's existing staking operations in line with its business strategy

● Additional details in relation to the Intended Migration and Placing Programme will be disclosed in the Prospectus.

● The Company has engaged Singer Capital Markets as Financial Adviser, Sponsor and Broker in relation to the Intended Migration and the Placing Programme.

Reasons for the Intended Migration

It is the Board of Directors' belief that the Intended Migration will provide greater visibility, increase access to institutional investors to broaden its investor base, and support the Company's long-term strategy to deliver sustainable shareholder value while aligning the Company with the highest standards of corporate governance and transparency, ultimately resulting in a natural progression of the Company's development and its business model, financial strength, and its available growth opportunities.

Today's announcement of the Intended Migration marks the culmination of a multi-year process driven by the Board of Directors and the Company's advisors, which began with the appointment of Rhys Davies as the Company's Chairman more than four years ago.

Throughout this process, the Company strengthened and matured its business through the appointment of further Non-Executive Directors, the appointment of PKF Littlejohn LLP as the Company's auditor, the introduction of transparent monthly reporting, expanded the team, enhanced corporate governance and actively engaged in public policy discussions around the asset class.

George McDonaugh and Keld van Schreven, Managing Directors and Co-Founders of KR1 plc, commented: "This marks a significant milestone in KR1 plc's journey and strengthens the Company's well-established position in London. As decentralised networks are starting to form a growing role in parts of the global financial system, KR1 plc bridges London's capital markets with the expanding and maturing digital asset economy."

The Directors of KR1 plc accept responsibility for this announcement.

Contact

For further information please contact:

KR1 plcGeorge McDonaugh, Keld van Schreven

Phone: +44 (0)1624 630 630

Email: [email protected]

Singer Capital Markets (Sponsor, Financial Adviser and Broker)

Investment Banking: Alex Bond, James Maxwell, James Fischer, Oliver Platts

Equity Sales: William Gumpel, James Waterlow

Phone: +44 (0)20 7496 3000

Email: [email protected]

AlbR Capital Limited (Aquis Corporate Adviser)

Phone: +44 (0)20 7469 0930

Email: [email protected] 

SEC Newgate (Financial Communications)

Ian Silvera, Bob Huxford, Dafydd Rees

Phone: +44 (0)20 3757 6882

Email: [email protected]

IMPORTANT NOTICE

This announcement is an advertisement for the purposes of the Prospectus Regulation Rules of the UK Financial Conduct Authority (the "FCA") and does not constitute a prospectus. Investors should not subscribe for or purchase any shares referred to in this announcement except on the basis of information contained in the prospectus (and any supplementary prospectus) to be published by the Company in due course in connection with the Intended Migration (the "Prospectus"), and not in reliance on this announcement. Potential investors should read the Prospectus and in particular the risk factors set out therein before making an investment decision in order to fully understand the potential risks and rewards associated with the decision to invest in the Company's securities. Subject to approval of the Prospectus by the FCA, copies of the Prospectus will, subject to certain access restrictions, be made available for viewing at the National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website (https://KR1.io/). Any approval of the Prospectus by the FCA should not be understood as an endorsement of the securities that are the subject of the Prospectus.

This announcement does not constitute, and may not be construed as, an offer to sell or an invitation or recommendation to purchase, sell or subscribe for any securities or investments of any description, or a recommendation regarding the issue or the provision of investment advice by any party. The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment when the Prospectus is published.

Singer Capital Markets, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client in relation thereto, and will not be responsible for providing the regulatory protection afforded to its clients, nor for providing advice to any other person in relation to the matters contained herein.

The distribution of this announcement and the Prospectus in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken, nor will any action be taken, by the Company or Singer Capital Markets that would permit an offer of the Company's shares or possession, issue or distribution of this announcement or the Prospectus (or any other offering or publicity material relating to the Company's) in any jurisdiction where action for that purpose is required or where doing so is restricted by law. Accordingly, neither this announcement, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this announcement (or any other offering materials or publicity relating to the Company's shares) 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.

The shares of the Company have not been, and will not be, registered under the U.S. Securities Act of 1933 (as amended) (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold into or within the United States absent registration, except pursuant to an applicable exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any relevant state or other jurisdiction of the United States. Moreover, the shares of the Company have not been, nor will they be, registered under the applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Further, the Company is not, and will not be, registered under the U.S. Investment Company Act of 1940, as amended.. Subject to certain exceptions, the shares of the Company may not be offered or sold in the United States, Australia, Canada, the Republic of South Africa or Japan or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, the Republic of South Africa or Japan .

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) fall within Article 49(2)(a) to (d) of the Order (and only where the conditions contained in those Articles have been, or will at the relevant time be, satisfied); and (B) are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 as it forms part of retained EU law as defined in the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"); and (C) persons to whom it may otherwise lawfully be communicated (all such persons being "relevant persons").

In the European Economic Area (the "EEA"), this announcement is addressed only to and directed only at, persons in member states who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 ("Qualified Investors").

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not relevant persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

The value of shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. When you sell your investment you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These factors include but are not limited to those described in the Prospectus. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Singer Capital Markets expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Services and Markets Act 2000, the UK Prospectus Regulation, the Prospectus Regulation Rules of the Financial Conduct Authority, the UK Market Abuse Regulation or other applicable laws, regulations or rules.