Proposed REX Retail Offer

genedrive plc (AIM: GDR), the point of care pharmacogenetic testing company, today announces its intention to raise funds by means of a proposed retail offer via the Retail Capital Markets 'REX' portal (the "REX Offer") of ordinary shares ("Ordinary Shares") of 1.5 pence each in the capital of the Company (the "REX Offer Shares"). The price of a REX Offer Share is 1.5 pence (the "Issue Price") and if fully subscribed the REX Offer will result in the issue of 233,333,333 REX Offer Shares meaning that maximum gross proceeds of the REX Offer is up to £3.5 million.

The REX Offer is conditional, amongst other things, on the gross proceeds from the Firm Placing, the Conditional Placing, the REX Offer and the Open Offer (all as defined herein) being not less than £6.0 million (the "Minimum Proceeds").

As detailed in a separate announcement issued by the Company earlier today in addition to the REX Offer, the Company is also conducting:

• a non-pre-emptive firm placing (the "Firm Placing") of approximately 11,173,994 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £0.17 million. The Firm Placing is not conditional upon Shareholder approval or the Minimum Proceeds being raised;
• A non-pre-emptive conditional placing (the Conditional Placing") of approximately 155,492,673 new Ordinary Shares at the Issue Price, raising gross proceeds of approximately £2.3 million. The Conditional Placing is conditional on, inter alia, the passing of certain resolutions by the Company's shareholders at a general meeting of the Company expected to be convened later this month (the "General Meeting") and the Minimum Proceeds being raised; and
• An Open Offer at the Issue Price on the basis of 1 Open Offer Share for every 1 Ordinary Share held on the Record Date, to raise gross proceeds of up to approximately £2.1 million for the Company. The Open Offer will be made to Qualifying Shareholders pursuant to a Circular which is expected to be posted to shareholders over the coming days. The Open Offer is also conditional on the passing of certain resolutions at the General Meeting and the Minium Proceeds being raised.

The Issue Price of the REX Offer Shares is the same issue price as for the Firm Placing, the Conditional Placing and the Open Offer. The Issue Price represents a 57.1 per cent. discount to the middle-market closing price of the Ordinary Shares on 8 May 2024 (being the last business day prior to the announcement of the Placing, the Conditional Placing, the Open Offer and the REX Offer).

For the avoidance of doubt, the REX Offer is not part of the Placing, the Conditional Placing or the Open Offer.

The REX Offer is conditional upon, among other things:

• the Minimum Proceeds being raised;
• the passing, without amendment, of Resolutions 1 and 2 at the General Meeting;
• the Company have complied with all of its obligations under a placing and open offer agreement dated 9 May 2024 which fall to be performed or satisfied on or prior to First Admission (as it relates to the Firm Placing) and Second Admission (as it relates to the Conditional Placing, the Rex Offer and the Open Offer); and
• such number of REX Offer Shares as are subscribed for being admitted to trading on AIM, the market of that name operated by London Stock Exchange plc ("Admission"). Admission is expected to take place at or around 8.00 a.m. on 3 June 2024.

REX Offer

The Company values its retail shareholder base and believes that it is appropriate to provide retail investors in the United Kingdom the opportunity to participate in the current fundraising.

Individual investors should contact their broker or wealth manager to participate in the REX Offer.

The REX Offer is expected to close at or around 3:00 pm on 17 May 2024. Eligible investors should note that financial intermediaries may have earlier closing times. The Company may, in its absolute discretion, extend the closing time/date of the REX Offer.

• AJ Bell
• Hargreaves Lansdown
• interactive investor

To be eligible to participate in the REX Offer, individual investor applicants must be a customer of a participating intermediary, which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries, including relevant commission or fee charges.

The Company reserves the right in its absolute and sole discretion to: (i) scale back any order under the REX Offer; and (ii) reject any application for subscription under the REX Offer without giving any reason for such rejection. Existing shareholders in the Company that participate in the REX Offer may also be able to participate in the Open Offer with further details being set out in the Circular being posted to shareholders in the coming days.

It is a term of the REX Offer that the aggregate total value of the REX Offer Shares allotted and issued pursuant to the REX Offer does not exceed £3.5 million.