PrimaryBid.com Offer

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF INFRASTRATA PLC.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

20 November 2019

InfraStrata PLC

 ("InfraStrata" or the "Company") (AIM: INFA)

PrimaryBid.com Offer

InfraStrata PLC (AIM: INFA), the AIM quoted company focused on strategic infrastructure projects is pleased to announce a conditional offer via PrimaryBid (the "PrimaryBid Offer") by the issue and allotment by the Company of new ordinary shares of 0.01p in the Company ("New Ordinary Shares") at an issue price of 0.3 pence per New Ordinary Share (the "Issue Price"). The Company is also conducting an offer of New Ordinary Shares at the Issue Price to certain qualifying shareholders (the "Shareholder Offer"), as announced by the Company earlier today. The aggregate amount to be raised collectively pursuant to the PrimaryBid Offer and the Shareholder Offer (together, the "Fundraise") is £1 million. However, the aggregate amount to be raised pursuant to the Fundraise may be increased, at the Board's sole discretion, to up to £2 million. The net proceeds of the Fundraise will provide the Company with additional working capital. The Fundraise is not being underwritten.

The Company will make an announcement in due course once the total number of Fundraise Shares subscribed for is known. Application will be made for such Fundraise Shares to be admitted to trading on AIM which is expected to occur at 8.00 a.m. on 11 December 2019 or at such later date as the board may determine up to 7 January 2020, conditional on satisfaction of the conditions set out below.

The PrimaryBid Offer is conditional on the passing of resolutions at a General Meeting of the Company, which is expected to be convened for 11.00 a.m. on 29 November 2019, to authorise the issue of the Fundraise Shares, completion of the placing of New Ordinary Shares by the Company to raise £6 million announced on 11 November 2019, and admission of the Fundraise Shares to AIM becoming effective.

PrimaryBid Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the PrimaryBid Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The PrimaryBid Offer, via the PrimaryBid.com platform, will be open to individual and institutional investors from 08.00 a.m. on 20 November 2019 to 1.00 p.m. on 4 December 2019. The PrimaryBid Offer may close early if it is oversubscribed.

Subscriptions under the PrimaryBid Offer will be considered by the Company on a "first come, first served" basis, subject to conditions (which are available to view on PrimaryBid.com).

No commission is charged to investors on applications to participate in the PrimaryBid Offer made through PrimaryBid. It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the PrimaryBid Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 (0) 20 3026 4750. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the PrimaryBid Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the PrimaryBid Offer. The Company is therefore making the PrimaryBid Offer available exclusively through PrimaryBid.com.

Retail and other investors may participate in the PrimaryBid Offer of New Ordinary Shares on a first come, first served basis, exclusively through PrimaryBid.com.

The PrimaryBid Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority. The PrimaryBid Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the PrimaryBid Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com. This allocation will be filled on a "first come first served" basis. 

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the PrimaryBid Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

As announced on 11 November 2019, the Company's business plan and working capital requirement make certain assumptions. If the timing of any of these assumptions is delayed or takes longer than currently expected then it is likely that the Company will require additional finance during the first half of 2020.

As announced on 30 September 2019 the Company entered into an investment agreement with Riverfort Global Opportunities PCC and YA II PN Ltd (the "Lenders") which was subsequently amended and restated on 13 November 2019 (the "Bridge Loan"). Conversion of amounts drawn down under the Bridge Loan by the Lenders into Ordinary shares may have a detrimental effect on the market price of the Ordinary Shares due to dilution caused and the market's perception of the conversion terms.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.