Completion of placing

Manchester, UK - 10 May 2024: genedrive plc (LSE: GDR), the point of care pharmacogenetic testing company, announces the completion of the placing (the "Placing") (incorporating a Firm Placing and a Conditional Placing), which was announced yesterday. The new ordinary shares to be allotted pursuant to the Placing are to be issued at an issue price of 1.5 pence per share (the "Issue Price"). The Company also announced a proposed financing on the "REX" platform to new and existing retail investors at the Issue Price (the "REX Offer") to raise approximately £3.5 million and that it will also be making an Open Offer to Qualifying Shareholders, also at the Issue Price, to raise up to approximately £2.1 million (the "Open Offer") which together with the Placing and the REX Offer is the "Fundraising").

The Company announces that it has successfully placed 138,799,994 Placing Shares at the Issue Price with investors made up as to 11,173,994 Firm Placing Shares and 127,626,000 Conditional Placing Shares resulting in gross proceeds of approximately £2.1 million.

As previously announced unless the Fundraising, in aggregate, raises gross proceeds of not less than £6.0 million (the "Minimum Proceeds") it will not proceed other than the Firm Placing (should that element of the Fundraising become unconditional). Accordingly, the Company needs to raise a minimum of approximately £3.9 million (gross) from the REX Offer and the Open Offer so that the Minimum Proceeds are raised.

11,173,994 Firm Placing Shares will be issued and allotted under the Company's existing share capital authorities. 127,626,000 Conditional Placing Shares and such number of REX Offer Shares and Open Offer Shares that are subscribed for will be issued and allotted conditional on shareholder approval at the General Meeting expected to be convened later this month. The Company expects to post the circular, including the notice of General Meeting in the coming days.

The Fundraising (excluding the Firm Placing) is conditional on, amongst other matters, the passing of the Resolutions at the General Meeting. It is expected that the Firm Placing will complete on or around 8.00 a.m. on 15 May 2024, being the expected date of Admission of the Firm Placing Shares. The Placing is also conditional upon the Placing and Open Offer Agreement between the Company and Peel Hunt becoming unconditional and not being terminated in accordance with its terms.

The Firm Placing Shares and the Conditional Placing Shares represent 97 per cent. of the issued ordinary share capital of the Company prior to the Fundraising. The Issue Price represents a discount of 57.1 per cent. to the closing price of 3.5 pence on 8 May 2024. Up to a further 233,333,333 REX Offer Shares may be issued pursuant to the REX Offer and up to a further 143,141,481 Open Offer Shares pursuant to the Open Offer. No part of the Fundraising is being underwritten.

Such number of Placing Shares, REX Offer Shares and Open Offer Shares will, when issued, be credited as fully paid and will be issued subject to the Company's articles of association and will rank pari passu in all respects with the existing issued ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares by reference to a record date falling after their issue.

Application will be made to the London Stock Exchange for the Firm Placing Shares, the Conditional Placing Shares and such number of REX Offer Shares and Open Offer Shares as may be subscribed for to be admitted to trading on AIM ("Admission"). It is expected that Admission of the Firm Placing Shares will occur at 8.00 a.m. on 15 May 2024 (or such later date as the Company and Peel Hunt may agree, being no later than 8.00 a.m. on 29 May 2024). It is expected that Admission of the Conditional Placing Shares and such number of the REX Offer Shares and Open Offer Shares as are subscribed for will occur at 8.00 a.m. on 3 June 2024 (or such later date as the Company and Peel Hunt may agree, being no later than 8.00 a.m. on 17 June 2024).

General Meeting

The Circular containing a notice convening the General Meeting will be posted to shareholders over the coming days. The General Meeting is expected to be convened for 31 May 2024. Further details will be set out in the Circular including the timetable for the Open Offer.

Open Offer to Qualifying Shareholders

In order to provide Shareholders who do not take part in the Placing or the REX Offer with an opportunity to participate in the Fundraising, the Company intends to make an Open Offer to Qualifying Shareholders on the terms and conditions to be set out in the Circular. The Open Offer provides Qualifying Shareholders with the opportunity to subscribe at the Issue Price for an aggregate of up to 143,141,481 Open Offer Shares to raise up to approximately £2.1 million (before fees and expenses) for the Company, on the basis of:

1 Open Offer Share for every 1 Ordinary Share held as at the Record Date.

The Placing and Open Offer Agreement is conditional, amongst other things, upon the following:

• The Minimum Proceeds being raised;
• the passing, without amendment, of Resolutions 1 and 2 at the General Meeting;
• none of the warranties contained in the Placing and Open Offer Agreement, in the opinion of Peel Hunt (acting in good faith), being untrue or inaccurate or misleading at the date of the Placing and Open Offer Agreement or becoming untrue or inaccurate or misleading at any time between such date and Second Admission by reference to the facts and circumstances from time to time subsisting;
• the Company having complied with all of its obligations under the Placing and Open Offer Agreement which fall to be performed or satisfied on or prior to First Admission or Second Admission; and
• Second Admission occurring by no later than 8.00 a.m. on 3 June 2024 (or such later time and/or date as may be agreed between the Company and Peel Hunt, being no later than 8.00 a.m. on 17 June 2024).

If the conditions set out above are not satisfied or waived (where capable of waiver), the Conditional Placing, the REX Offer and the Open Offer will lapse and the Conditional Placing Shares, the REX Offer Shares and the Open Offer Shares will not be allotted and issued and no monies will be received by the Company in respect of those elements of the Fundraising.

Further details of the Open Offer and the terms and conditions on which it is being made, including the procedure for application and payment, will be contained in the Circular, which shall be posted to Shareholders and made available on the Company's website, www.genedriveplc.com, in due course. A further announcement will confirm the posting date, other key dates in connection with the Fundraising and the availability of the Circular on the Company's website.

Capitalised terms in this announcement shall, unless the context demands otherwise, bear the meanings given to such terms in the announcement of the Fundraising made via RNS on 9 May 2024.

Related Party Transactions

James Cheek and Tom Lindsay, Directors of the Company, have conditionally agreed to subscribe for an aggregate of 1,333,332 Firm Placing Shares (666,666 Firm Placing Shares each) at the Issue Price, additional details are set out at the end of this announcement.

The Directors detailed in the Fundraising announcement not listed above intend to participate in the Fundraising via the REX Retail Offer or the Open Offer.

As James Cheek and Tom Lindsay are both related parties of the Company pursuant to the AIM Rules, their participation in the Placing is a related party transaction for the purposes of AIM Rule 13. In the absence of any independent Directors (as they all intend to participate in the Fundraising) the Company's nominated adviser, Peel Hunt, confirms that the participation in the Placing by James Cheek and Tom Lindsay is fair and reasonable insofar as Shareholders are concerned.

Total Voting Rights

Following First Admission, the Company's enlarged issued ordinary share capital will be 154,315,475 ordinary shares. This figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Product Governance Requirements