Performance Shares issued to Shellbay Investments

Further to the announcement by the Company on 25 April 2022, the Company has been notified by Shellbay Investments Limited ("Shellbay") that following expiry of the final vesting period certain of its management and advisory consultants ("Option Holders") have elected to exercise the nil paid options granted by Shellbay in relation to certain shares of the Company held by Shellbay ("Options"). In aggregate, Option Holders have exercised Options over 6,936,977 shares, and the transfer of these shares to relevant Option Holders shall occur with immediate effect. Included in these figures, Mr Denham Eke, a Finance Director of the Company, has exercised Options over 426,891 shares held by Shellbay.

Shellbay is a company indirectly wholly owned by Mr James Mellon, a Director of the Company.

In addition, further to the publication of its annual results for the financial year to 30 June 2023 on 27 December 2023, by mutual agreement and pursuant to the terms of the Consultancy Agreement with Shellbay Investments Limited, the Company has resolved to issue 16,253,847 New Ordinary Shares of the Company ("Fee Shares") in settlement of 50% of the performance fees due to Shellbay under the Consultancy Agreement for the year to 30 June 2023. The Fee Shares are issued at a price equal to £0.10375 per Fee Share (in aggregate equal to £1,686,336), being the mid-market price of Ordinary Shares of the Company at close of markets on the last day of the relevant period, being 30 June 2023. The Company has also resolved to transfer £1,686,336 cash to Shellbay in settlement for the remaining 50% balance of the fees due to Shellbay under the Consultancy Agreement.

Award of Fee Shares and Transfer of Fee Shares to Galloway Limited

In accordance with consulting and other incentive agreements, Shellbay has granted 7,763,685 Fee Shares (the "Award Shares") for nil consideration to certain of its management and advisory consultants subject to various vesting criteria, including 385,543 Award Shares to Mr Denham Eke, the Finance Director of the Company. Shellbay has also granted options to acquire, for nil consideration, in aggregate, 346,990 Fee Shares (the "2024 Options") to certain of its management and advisory consultants.

Immediately on receipt of the Fee Shares, Shellbay has agreed to transfer the remaining 8,143,172 Fee Shares directly to Galloway Limited ("Galloway"), also indirectly wholly owned by Mr Mellon. Mr Denham Eke is also a director of both Galloway and Shellbay.

Following the exercise of Options, transfer of the Fee Shares and Award Shares and granting of the 2024 Options, Shellbay holds, in aggregate, 2,313,647 Ordinary Shares of the Company, of which 2,313,647 shares remain subject to the 2024 Options.

Following the exercise of Options and transfer of the Fee Shares and Award Shares, the interests of the Directors in Ordinary Shares is as set out below:

*Jim Mellon is currently interested in a total of 152,287,421 Ordinary Shares. 147,591,813 are held by Galloway Limited and 2,313,647 are held by Shellbay, companies which are both indirectly wholly owned by Jim Mellon, and 2,381,961 Ordinary Shares are held directly by Mr Mellon. Denham Eke is a director of Galloway Limited and Shellbay Investments Limited.

** Richard Reed is currently interested in 6,354,412 Ordinary Shares held by Reepa Limited. Reepa Limited is wholly owned by Richard Reed.

Admission & Total Voting Rights

Application has been made for the 16,253,847 Fee Shares to be admitted to trading on AIM ("Admission"), with Admission expected to occur on or around 14 February 2024. The Fee Shares will rank pari passu with the existing Shares, including the right to receive all dividends and other distributions declared after the date of their issue.

Following the issue of the Fee Shares, the Company's total issued share capital will comprise 1,009,409,750 Ordinary Shares, each with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, securities of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

About Cellular Agriculture

AT Kearney, a global consultancy firm, projects that cultivated meat's market share will reach 35% by 2040. This combined with the Good Food Institute's estimate that a US $1.8 trillion investment will be required in order to produce just 10% of the world's protein using this technology, means that we are on the cusp of a multi-decade flow of capital to build out manufacturing facilities