Licence and Option Agreement for Ageotype

capAI PLC

23 July 2026

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

23 July 2026

capAI plc

(the "Company" and, together with its subsidiaries and subsidiary undertakings, the "Group" or "capAI")

Execution of Licence and Option Agreement with R42 Group for Ageotype Longevity Platform

capAI (LSE: CPAI, OTCQB: CPIQF), the applied artificial intelligence ("AI") venture platform, is pleased to announce that it has entered into a licence and option agreement (the "LOA") with R42 Group LLC ("R42") in respect of Ageotype, an AI-powered longevity and preventative health data platform. The LOA represents capAI's first platform within its capMedical vertical, following the licensing discussions with R42 referred to in the Company's announcement of 10 February 2026.

About Ageotype

Ageotype is a multi-modal health data platform, currently in beta, that integrates diverse sources of health data - including whole-body and brain MRI, blood-based metabolomics, multi-cancer early detection blood testing and gut microbiome analysis - into a single, AI-powered dashboard. The platform generates a personalised "Ageotype" classification, indicating which of a user's biological systems - brain, heart, metabolic, immune or microbiome - is aging fastest relative to their chronological age, together with plain-language, AI-generated insights and system-level tracking over time.

Ageotype is offered on a tiered commercial model, ranging from a free entry-level portal through to a premium annual programme combining comprehensive diagnostics, physician consultation and a personalised longevity roadmap. The platform was developed by R42 and has reached minimum viable product (MVP) status, with a live beta version and demonstration profile currently available to prospective users.

capMedical Strategy

Since the incorporation of capMedical in October 2025, capAI has continued to assess opportunities within the medicine and longevity spaces. The global medical and healthcare AI sector is undergoing a step-change as advanced machine learning and generative AI intersect with frontier biomedical research. The global healthcare AI market was valued at approximately c.US$39 billion in 2025 and is projected to reach c.US$1,033 billion by 2034 (CAGR of 44%[1]), with the fastest growth expected in precision medicine, preventative health, and AI-accelerated discovery of novel therapies.

The underlying Ageotype platform continues to evaluate potential business models, including additional product features and business-to-business (B2B) deployment environments, to broaden the range of commercial applications and partnership channels available to the Group.

Licensing discussions with R42 in respect of the Ageotype platform, referred to in the Company's announcement of 10 February 2026, have since concluded, and the Company is today pleased to announce execution of the LOA, further details of which are set out below.

Principal Commercial Terms

Under the LOA, capAI has been granted an exclusive worldwide licence to develop and commercialise Ageotype and a discretionary option (the "Option") to acquire the associated intellectual property ("IP") for consideration of £2,000,000 (the "Option Consideration"), on terms consistent with the Company's other licence and option agreements with R42.

capAI's licence period runs for 12 months from the date of the LOA, and is accordingly expected to expire on 22 July 2027. R42 will be entitled to 20% of net proceeds from any future monetisation of the underlying IP following exercise of the Option, consistent with the Company's other licence and option agreements with R42.

Alliance Agreement

The LOA has been entered into pursuant to the strategic alliance agreement between the Company and R42 dated 26 May 2025 (the "Alliance Agreement"), under which the parties agreed to identify, incubate and commercialise AI technologies, with particular emphasis on applications in media and medicine, and the LOA reflects the progression of that alliance into capAI's first capMedical platform.

Related Party Considerations

R42 is a venture capital firm founded and led by Professor Ronjon Nag, Executive Chairman of capAI. Accordingly, the Company's entry into the LOA constitutes a material related party transaction for the purposes of DTR 7.3, and was voted upon only by the statutory directors of capAI deemed independent in relation to the transaction, comprising Jack Allardyce, Sarah Jane Davy and Marcus Yeoman (the "Independent Directors"), Professor Nag having recused himself from all deliberations concerning the LOA and not having voted on the relevant resolutions of the Company's board of directors ("Board"). The Independent Directors, having exercised reasonable care, skill and diligence, consider the terms of the LOA to be fair and reasonable from the perspective of the Company and holders of ordinary shares of nominal value  £0.0001 each in the capital of the Company ("Shareholders") who are not a related party.

Substantial Property Transaction

The grant of the Option does not itself constitute a substantial property transaction for the purposes of section 190 of the Companies Act 2006 ("CA 2006"). However, if capAI elects to exercise the Option, such exercise would require R42 to transfer the Ageotype IP to capAI, and the Company to allot and issue new Ordinary Shares ("Consideration Shares") and/or, if regulatory constraints apply (e.g., Rule 9 of the UK Takeover Code or insufficient prospectus headroom), unsecured convertible loan notes ("UCLNs"), to R42 as consideration. As R42 is a body corporate connected with Ronjon Nag, Executive Chairman, and the aggregate value of the Consideration Shares and/or UCLNs to be allotted and issued would be £2,000,000, such allotment and issue would constitute a "substantial property transaction" under section 190 of CA 2006. The Company may therefore proactively seek Shareholder approval of such possible "substantial property transaction" at a forthcoming general meeting.

Pipeline of Further Opportunities

In addition to the LOA, the Board continues to evaluate a number of further potential opportunities within its stated capMedia and capMedical verticals, as well as in certain adjacent sectors, including applications with both medical and defence-related characteristics and other more defence-focused technologies. The Board notes that this pipeline encompasses businesses at varying stages of development, including certain more established operating companies, providing the Company with a broader range of potential strategic options consistent with its stated strategy. The majority of these opportunities involve existing R42 portfolio companies, with some also originating from other external parties.

These discussions are at an early stage, and there can be no certainty that any will result in a binding agreement. The Company will keep Shareholders updated as appropriate and in accordance with its legal and regulatory obligations.

Management Commentary

Professor Ronjon Nag, Executive Chairman of capAI, commented:

"Ageotype is the culmination of the licensing discussions we flagged to Shareholders in February, and I'm delighted it's now capMedical's first platform. The platform already integrates a genuinely broad set of health data - imaging, blood biomarkers, metabolomics and the microbiome - into a single longevity picture, and gives capAI a strong foundation to build out its preventative health offering. R42 looks forward to continuing to support capAI as it develops Ageotype toward commercial launch."

Further updates will be provided in due course.

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of capAI is Jack Allardyce, Executive Director.

Enquiries

Company:

capAI plc hello@capaiplc.com

Broker:

AlbR Capital Limited Tel: +44 (0) 207 469 0930

Important Legal Information

The information contained in this Announcement is for background purposes only and does not purport to be full or complete, nor does this Announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this Announcement or its accuracy, fairness or completeness. The contents of this Announcement are not to be construed as legal, financial, tax or medical advice, and Ageotype does not provide medical advice, diagnosis or treatment.

This Announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

This Announcement may include forward-looking statements, which are based on current expectations and projections about future events, including about the Group's operations, strategy, financial performance, development milestones, and the future prospects of its business divisions, including capMedia Inc, capMedical Inc, capMedia (UK) Ltd and capMedical (UK) Ltd. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof.

Forward-looking statements are based on current expectations and are subject to various risks and uncertainties that could cause actual outcomes to differ materially. These risks include, but are not limited to: successful execution of definitive agreements; regulatory approvals; development timelines; market acceptance; technological shifts; and broader economic conditions. No representation or warranty is made or will be made that any forward-looking statement will come to pass, and no assurance can be given that any forward-looking statement will prove accurate. Except as required by law, capAI undertakes no obligation to revise or update any forward-looking statement. The forward-looking statements in this Announcement speak only as at the date of this Announcement.

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