GCL New Energy Holdings Limited (00451.HK): Proposed Issuance of Approximately 187 Million Shares to Independent Third Party, Securing Around US$24.74 Million Web3 Technology Investment

On January 8, GCL New Energy Holdings Limited (00451.HK) released an announcement stating that after trading hours on January 7, 2026, the Company entered into a Subscription and Investment Agreement with independent third party Pharos Network Technology Limited ("Pharos").

Pursuant to the agreement, the Company will place and issue 186,500,000 new shares to Pharos at an issue price of HK$1.033 per share. This represents approximately 12% of the Company’s existing issued share capital and about 10.71% of the issued share capital as enlarged by the proposed share issuance. The issue price represents a discount of approximately 19.92% to the closing price of HK$1.29 per share on the date of signing the agreement (January 7, 2026), and a premium of approximately 8.74% to the average closing price of approximately HK$0.95 per share for the preceding five trading days.

As consideration for the subscription, Pharos will grant the Company future equity rights and token purchase warrants valued at approximately US$24.74 million (equivalent to around HK$193 million). Pharos is a next-generation Layer 1 public blockchain focused on building application scenarios for institutional-grade tokenized assets.

The Board of Directors believes that the investment will leverage Pharos' advanced technologies and the Group’s resource advantages, accelerate the integration of Web3 and the new energy industry, and explore the innovative potential of blockchain technology in the new energy sector. The subscription also presents a good opportunity for the Group to expand its capital base and shareholder base.