Result of Retail Offer and Total Voting Rights

Result of Retail Offer

and

Total Voting Rights

The Board of Gelion announces that the UK Retail Offer, launched on 9 November 2023 has now closed, raising in aggregate approximately £0.03 million through the issuance of 126,269 Retail Offer Shares at the Issue Price of 24 pence each.

In addition the Company also announces that the ​Australian Retail Offer also launched on 9 November 2023 has also closed, raising in aggregate approximately £0.03 million through the issuance of 117,500 Retail Offer Shares at the Issue Price of 24 pence each.

Consequently, conditional on the passing of the Resolutions at the General Meeting, the Company will issue 7,886,288 Placing Shares, 8,952,070 Subscription Shares and 243,769 Retail Offer Shares (an aggregate of 17,082,127 New Ordinary Shares) to raise total gross proceeds of approximately £4.1 million as part of the Fundraising.

Admission and Total Voting Rights

The Placing, Subscription, UK Retail Offer and Australian Retail Offer, in aggregate, the 17,082,127 New Ordinary Shares are conditional upon, among other things, the passing of the Resolutions at the General Meeting.

Of the 7,886,288 aggregate Placing Shares and 8,952,070 aggregate Subscription Shares, 7,755,027 are being issued to EIS/VCT investors under the EIS/VCT Admission. EIS/VCT Admission is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated and EIS/VCT Admission occurring on or before 8.00 a.m. on 28 November 2023 (or such later date as Cavendish and the Company may agree being not later than 8.00 a.m. on 31 December 2023).

The remaining 6,479,166 Placing Shares and 2,604,165 Subscription Shares are being issued to non-EIS/VCT investors under the General Admission. The 243,769 aggregate Retail Offer Shares will also admit under the General Admission. General Admission is conditional, amongst other things, on the passing of the Resolutions, the Placing Agreement not having been terminated, EIS/VCT Admission having occurred and General Admission occurring on or before 8.00 a.m. on 29 November 2023 (or such later date as Cavendish and the Company may agree being not later than 8.00 a.m. on 31 December 2023).

Furthermore, also subject to inter alia the passing of the of the Resolutions at the General Meeting the Company intends to issue 10,508,582 Consideration Shares to the Sellers pursuant to the terms of the Acquisition Agreement as part consideration for the Acquisition, which will also admit under the General Admission.

It is expected that EIS/VCT Admission will take place at 8.00 a.m. on 28 November 2023 and that dealings in the EIS/VCT Shares on AIM will commence at the same time. It is expected that General Admission will take place at 8.00 a.m. on 29 November 2023 and that dealings in the General Placing Shares, the General Subscription Shares, the Retail Offer Shares and the Consideration Shares on AIM will commence at the same time.

On Admission, the total number of Ordinary Shares in issue will be 135,998,459 with the Company holding no Ordinary Shares in treasury. Therefore the total number of voting rights will also be 135,998,459. 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, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

Capitalised terms used in this announcement and not separately defined shall have the same meanings as defined in the Company's Circular dated 10 November.

Corporate Finance Neil McDonald Seamus Fricker Fergus Sullivan ECM/ Sales Leif Powis Graham Hall Barney Hayward

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements