Cloudbreak Pharma Inc. (CLOUDBREAK-B, 02592) has signed a Share Subscription Agreement with ARC Group International Ltd. that entitles the investor to subscribe for new shares worth up to US$15.00 million (about HK$117.34 million). The issuance will be executed under the company’s existing general mandate, which allows up to 167.78 million new shares—equivalent to 20% of current issued share capital.

Key Terms • Aggregate limit: up to 167.78 million shares (20% of existing share count). • Draw-down structure: The company can issue multiple Draw Down Notices over 12 months, each for up to the lower of (i) 7× average daily trading value during the 15-day pricing window or (ii) 6.00 million shares. • Pricing: 93% of the average closing bid price over a 15-day pricing period, subject to a minimum Threshold Price of HK$1.03 and a cap of 20% discount to the benchmark price required under Hong Kong Listing Rules. • Maximum shares at minimum price: 113.92 million shares at HK$1.03 each. • Commitment fee: US$0.30 million (2% of the facility), with 60% payable within five business days and 40% deductible against the first draw-down. • Term: Agreement expires 12 months after signing or when the aggregate limit is reached, whichever is earlier.

Financial Impact • Gross proceeds (maximum): US$15.00 million (HK$117.34 million). • Net proceeds (after expenses): US$14.51 million (HK$113.51 million), implying a net price of approximately HK$1.00 per share at the minimum subscription price.

Use of Proceeds • 36% (US$5.24 million) allocated to R&D of lead candidates CBT-004 and CBT-199 and discovery programmes. • 14% (US$2.00 million) earmarked for repayment of PRC bank loans. • 50% (US$7.27 million) reserved for working capital and general corporate purposes.

Shareholding Effect (Illustrative, post-issuance of maximum shares at HK$1.03) • Total shares outstanding would rise from 857.62 million to 971.54 million. • Founders Dr. Ni Jinsong and Ms. Leng Bing would see their combined stake fall from 40.14% to 35.44%. • ARC Group International would hold up to 113.92 million shares, or 11.73% of the enlarged share capital.

Next Steps The company will seek Hong Kong Stock Exchange approval for listing the new shares and complete the requisite CSRC filing. Each draw-down remains subject to market-standard conditions, including compliance with Listing Rules, maintenance of trading in Cloudbreak Pharma’s shares, and absence of material breaches or changes in ownership. Termination triggers include completion of the full US$15.00 million subscription, the 12-month expiry, or specified events such as material changes in ownership.