Placing and Subscription

IXICO plc (AIM: IXI), the medical imaging advanced analytics company delivering insights in neuroscience, today announces its intention to raise a minimum of £4.0 million through a placing and subscription. The raise will include the issue of a minimum of 41,315,792 new ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") ("Placing Shares") at the issue price of 9.5 pence per share ("Issue Price") to new and existing institutional investors ("Placees") to raise gross proceeds of a minimum of £3.93 million (the "Placing").

The Company proposes to raise a further £75,000 (before expenses) by way of a proposed subscription, comprising the issue of 789,472 new Ordinary Shares ("Subscription Shares") at the Issue Price (the "Subscription") to certain Directors.

In addition, the Company intends to carry out a separate retail offer of up to 2,631,578 new Ordinary Shares ("Retail Shares" and together with the Placing Shares and the Subscription Shares, the "New Ordinary Shares") at the Issue Price to raise further gross proceeds of up to £0.25 million via Bookbuild (the "Retail Offer" and together with the Placing and the Subscription, the "Fundraising") to provide existing retail shareholders of the Company in the United Kingdom with an opportunity to participate in the Retail Offer. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Placing or Subscription. The Fundraising is not being underwritten.

Transaction Highlights:

• IXICO is conducting a conditional Placing and Subscription to raise a minimum of £4.0 million (before expenses) through the proposed issue of a minimum 42,105,264 New Ordinary Shares.
• The Placing is expected to raise a minimum of £3.93 million through the issue of a minimum of 41,315,792 Placing Shares.
• Certain Directors of the Company intend to participate in the Subscription by conditionally subscribing for 789,472 Subscription Shares raising £75,000 in aggregate.
• The Issue Price of 9.5 pence represents a premium of 5.6 per cent. to the closing middle market price of 9.00 pence per Ordinary Shares on 7 October 2024, being the last business day prior to the announcement of the Fundraising.
• The gross proceeds of the Fundraising, which are expected to amount to at least £4.0 million (and up to a further £0.25 million assuming full take up of the Retail Offer), will be used by the Group to focus on delivering a differentiated service offering into the Alzheimer's disease and Parkinson's disease markets, whilst positioning the Group on a pathway to cash break-even/profitability over the medium term. It will use funding to develop additional biomarkers for use in the IXIQ.Ai platform that can unlock further the value provided to the clinical trials and post market assessment markets. It will also invest in reinforcing the Group's image as a provider of neuroimaging and a respected voice by key opinion leaders, especially across North America.
• Completion of the Fundraising is conditional, inter alia, upon approval of certain shareholder resolutions (at the general meeting of the Shareholders to be held on 25 October 2024 (the "General Meeting").

A circular, containing further details of the Fundraising and the notice of the General Meeting expected to be held at 11.00 a.m. on 25 October 2024 to, inter alia, approve the resolutions required to implement the Fundraising, is expected to be published and despatched to Shareholders on or around 9 October 2024 (the "Circular"). Set out below in Appendix I is an adapted extract from the draft Circular that is proposed to be sent to Shareholders after the closure of the ABB. Following its publication, the Circular will be available on the Group's website at https://ixico.com/investors.

Bram Goorden, Chief Executive Officer of IXICO, said: "The net proceeds from the Fundraising will be instrumental in accelerating the growth and global commercial reach of our technology platform, ensuring we can meet the increasing unmet clinical need in neurological diseases and further develop and scale our product offerings across rapidly increasing areas of drug development such as AD and PD. In addition, the funds will strengthen our balance sheet and leave the Company well-funded to reach profitability in the short to medium term."

References to times in this Announcement are to London time unless otherwise stated.

Information to Distributors

UK Product Governance Requirements

EU Product Governance Requirements

APPENDIX I - EXTRACT FROM THE CIRCULAR

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

• All of the above times refer to London time unless otherwise stated.
• Events listed in the above timetable after the General Meeting are conditional on the passing of Resolutions 1 and 3.

Introduction

On 9 October 2024, the Company announced that it had conditionally raised approximately £3.93 million (before expenses) through the Placing by the proposed issue of 41,315,792 Placing Shares at the Issue Price and a further £75,000 (before expenses) by way of a proposed Subscription, comprising the issue of 789,472 Subscription Shares at the Issue Price.

Furthermore, the Board recognises and is grateful for the continued support received from Shareholders and is pleased to offer retail Shareholders the opportunity to participate in the Fundraising through the Retail Offer on Bookbuild to raise a maximum of £0.25 million (assuming full take up of the Retail Offer) through the issue of up to 2,631,578 Retail Shares at the Issue Price. It is expected that the Retail Offer will close on 14 October 2024.

The Fundraising consists of the Placing, the Subscription and the Retail Offer and will raise up to £4.25 million in aggregate (before expenses), assuming full take up of the Retail Offer. The Fundraising is conditional on, inter alia, Resolutions 1 and 3 being passed by the Shareholders at the General Meeting and Admission becoming effective.

At the end of this document you will find a notice convening a general meeting to be held at IXICO Plc, 4th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN on 25 October 2024 at 11:00 a.m. to consider and, if thought appropriate, pass Resolutions 1 and 3 which will permit the Directors to issue and allot the New Ordinary Shares and to do so for cash free of pre-emption rights.

Subject to Shareholder approval of Resolutions 1 and 3 at the General Meeting, application will be made for the New Ordinary Shares to be admitted to trading on AIM. It is expected that Admission will become effective at 8.00 a.m. on 28 October 2024 (or such later date as the Company and Cavendish may agree, but not later than 29 November 2024).

Subject to Resolutions 1 and 3 being passed by Shareholders at the General Meeting, each of the New Ordinary Shares will, on Admission rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.

The Issue Price represents a premium of approximately 5.6 per cent. to the Closing Price of 9.00 pence per Existing Ordinary Share on 7 October 2024, being the latest practicable date prior to the announcement of the Fundraising.

The purpose of this document is to provide you with information about the background to and the reasons for the Fundraising, to explain why the Board considers the Fundraising to be in the best interests of the Company and its Shareholders as a whole and why the Directors recommend that you vote in favour of the Resolutions. A notice convening the General Meeting to approve the Resolutions is set out at the end of this document.

Importance of vote

If Resolutions 1 and 3 are not approved by Shareholders at the General Meeting, the Fundraising would not proceed as currently envisaged and, as such, the anticipated net proceeds of the Fundraising would not become available to the Company. There is no certainty that other funding would be available on suitable terms or at all. Accordingly, in light of the Group's cash position, it would be likely that the Company could not execute its proposed growth ("Innovate, Lead, Scale") strategy and would have to severely restrict its costs, potentially impacting its ability to operate efficiently and generate value for the Group.

Background to and reasons for the Fundraising

Background

IXICO provides advanced neuroimaging solutions, using AI to unlock the power of medical imaging data. The Group, through its TrialTracker platform, enhances biopharma's ability to access precision medicine in neurology, progressing disease understanding and drug development. By empowering customers to make more informed and confident decisions throughout the clinical development of their drugs, IXICO supports biopharma in their critical decision-making processes that accelerate drug development. The Group is focused on providing its technology to biopharma companies to assist in the Central Nervous System ("CNS") drug development process, most specifically within Huntington's disease ("HD"), Alzheimer's disease ("AD"), Parkinson's disease ("PD") and rare neurological diseases.

IXICO has a 15-year track record in medical imaging data curation and analytics, having onboarded over 1,250 imaging centres globally and processed more than 250,000 imaging scans from over 9,000 patients in clinical trials utilising its TrialTracker platform. The Group is well established and has worked with over 35 clients across more than 60 studies in the past five years including five of the top 10 pharma R&D companies. It currently supports 26 studies for 18 clients worldwide. IXICO employs over 70 people delivering services to a global client base. Of its employees, 28% hold PhDs in scientific disciplines, demonstrating strong expertise in neuroscience.

The Group contracts with both biopharmaceutical companies and contract research organisations ("CROs") to capture, extract and analyse clinically meaningful data collection across Phases I, II and III clinical trials. IXICO provides value across the drug development cycle, from Biomarker Discovery and Development, through Clinical Research and into Post-Marketing Safety Monitoring, supporting its clients in their investment decisions, which are taken between each of these stages. IXICO is able to deliver meaningful insights that enable improved assessments of drug safety, patient eligibility and drug efficacy at each stage of the drug development pipeline for its clients.

TrialTracker is IXICO's end-to-end, AI powered, regulatory compliant, scalable data management platform that enables precision insights from neuroimaging data. Leveraging its proprietary algorithms, IXICO's TrialTracker platform enables patient eligibility and stratification, monitors treatment effects and safety and reduces variability in imaging analysis compared to traditional radiology methods.

The large majority (>95%) of the Group's projects rely on TrialTracker. The platform is used to underpin service provision and ensures data can be captured from imaging centres anywhere in the world and moved, stored, analysed, and reported on, in a GCP and CFR 11 regulatory compliant manner.

IXIQ.Ai is an AI-based platform for brain segmentation. It gives the Group's research scientists an agile infrastructure to efficiently and rapidly deploy imaging analysis solutions. IXIQ.Ai can be trained on a specific problem by feeding the platform with training data for a specific brain region in a specific therapeutic indication. The Company refers to the resulting algorithm as a 'plugin' that can be deployed on TrialTracker to perform analysis on image data leading innovation to achieve human-expert-equivalent analysis at a faster pace and with higher levels of consistency and replicability. The platform has been validated as outperforming its primary competitors' automated segmentation in HD, ensuring higher accuracy and greater sensitivity to detect smaller treatment effects, supporting critical patient-level decision-making, including providing insights into patient eligibility and drug efficacy. By minimising variability and increasing reproducibility, IXIQ.Ai enhances data usability and provides a competitive edge in clinical trials. In providing imaging for HD and rare disease clinical trials, the Directors believe that through TrialTracker and IXIQ.Ai, the Group commands a high scarcity value as a leading neuroimaging platform with cutting edge technology.

IXIQ.Ai and other analysis pipelines 'plug in' to TrialTracker to enable clinical trial project delivery. Different clinical trials require different plug-ins and all of IXICO's current projects rely on plug-ins that are already developed or are in development.

Market

The neuroscience market presents a substantial growth opportunity driven by an increasing unmet clinical need in neurological diseases. Neurological conditions are now the leading cause of disability worldwide and the second leading cause of death, following cardiovascular diseases. In 2021, approximately 3.4 billion people, equivalent to 43% of the global population, were affected by conditions impacting the nervous system. This pressing health concern is reflected in the projected growth of the global neurology clinical trials market, which according to Grand View Research, is expected to increase from $5.2 billion in 2022 to $7.6 billion by 2030, expanding at a CAGR of 5.6%. Concurrently, the neuroimaging market, valued at $13.5 billion in 2022, is anticipated to reach $22.99 billion by 2032, also growing at a CAGR of 5.6%. As the demand for imaging biomarkers, advancements in imaging technology, personalised medicine, and precision imaging in neurological disorders rises, neuroimaging CROs are well positioned to leverage and capitalise upon these market dynamics.

Current order book

In the Company's financial year 2024, the Group has continued to regain commercial traction, winning 14 new contracts covering AD, HD and other (rare) neurological diseases. In addition, the Company signed 20 contract amendments that added value to existing services being performed. The order book stood at £15.1 million as at 31 August 2024. Of this orderbook, approximately 32% relates to services expected to be delivered in 2025, 25% to services expected to be delivered in 2026, 15% to services expected to be delivered in each of 2027 and 2028 and 13% relating to 2029 or beyond.

The Group is well diversified and positioned across all phases of clinical development. At 31 August 2024, the Group was supporting 5 trials in Phase I, 7 trials in Phase II, 5 trials in Phase III and 9 non-drug 'Natural History Trials' spread across HD (10 trials), AD (7 trials) and Rare/other (9 trials). The Directors consider that this balanced orderbook supports the management of trial failure risk and provides latent value when early phase trials succeed and progress to later stage, larger and more profitable clinical trials as the asset progresses. The Directors believe that there is significant opportunity for the Group to win higher value and higher margin Phase III trials through the progression of the 12 Phase I and Phase II trials that the Group is currently supporting; in effect a strong element of the Group's pipeline can be viewed as held within its existing contracted order book.

The project and client base of the Group's current service portfolio is also well diversified with its biggest project expected to deliver c.11% of revenues in 2024 financial year, the largest 5 projects representing c.44% of the Group's 2024 revenues and the largest 10 projects representing c.68% of the Group's 2024 revenues. Similarly, the largest project in the current order book of contracts is equivalent to c.10% of the total orderbook value, the largest 5 projects equivalent to c.50% of the order book value and the largest 10 projects equivalent to c.70% of the order book value.

Growth Strategy

The Board aspires to build the Group to a £20m revenue business in the medium term, with an initial target of reaching £10m revenues on the back of this capital raise. The Directors aim to achieve this ambition through delivering on the Group's growth strategy to "Innovate, Lead and Scale".

Innovate

IXICO aims to differentiate itself through novel biomarker analytics, enabling the Group to better penetrate new and larger key disease areas such as AD and PD, thereby increasing the Group's serviceable market by an estimated factor of three, which in turn will increase the opportunities for commercial success and reduce the inherent risk associated with failed client trials. This strategy replicates IXICO's successful track record in HD and other rare neurological conditions. A balanced revenue split across several therapeutic indications should make the Group less dependent on the market dynamics of a single indication. In addition, the average identified trial size is between 70 % and 100 % larger in the AD and PD markets than HD, thereby meaning that an equivalent phase win in AD or PD, is expected, on average, to add relatively more value to the Group's orderbook. There is also significant activity within the global AD and PD drug development pipelines, with 164 and 139 currently ongoing clinical trials respectively, compared to just 32 clinical trials within HD.

In the Group's 18-month pipeline there are AD projects estimated to be worth c.£11m and PD projects estimated to be worth c.£5m. Whilst the Group has shown it can win and successfully deliver projects in these therapeutic indications based on its existing offering, the Directors believe win rates will be materially improved by being able to offer three specific new analysis products.

Therefore, in the next 6-12 months, the Group will seek to differentiate itself from its competitors through the application of its proven IXIQ.Ai analytics platform in AD and PD with 3 new MRI-driven biomarkers to analyse a subject's vascular "fingerprint", neuromelanin accumulation and inflammatory processes. More accurate assessment of vascular pathology in AD trials can support targeted trial recruitment, specifically in populations with an increased level of vascular pathology as has been shown for some traditionally underrepresented populations. Furthermore, it allows more informed treatment decisions and can potentially help identify subjects at risk for Amyloid-related imaging abnormalities (ARIA) which is important both in clinical trials and post market assessment. Neuromelanin analysis is used in PD trials as a proxy for dopamine loss and is considered a potential alternative to currently used dopamine SPECT / PET biomarkers. MRI-based quantification of inflammatory processes can support both AD and PD trials as inflammation plays a role in disease hypotheses across both indications and is increasingly relevant as a treatment target. The additions of these three biomarkers to the Group's analysis offering is expected to activate a significantly enhanced pipeline.

To bring these three biomarkers to production, the Group has identified required new investment of £0.4m in vascular fingerprint, £0.25m in neuromelanin accumulation and £0.15m in inflammation over a time horizon of 6 - 12 months. In focussing on next generation AI powered biomarkers services, the Group seeks to address a larger proportion of the global neuroimaging clinical trials market, valued at $13.5 billion in 2022.

In addition, the Group plans to expand its next-generation AI-powered imaging biomarker platform, TTNx. TTNx is a full redevelopment of the Group's TrialTracker platform, making use of Microsoft Azure cloud technology and has been the subject of significant investment over the past few years. This platform is validated and regulatory compliant and provides the Group with the opportunity to further strengthen its position in the market. The Directors believe that the Group is well positioned to capitalise on the latent value held within this platform, leveraging unique data assets through the application of the Group's proven and advanced IXIQ.Ai analytics platform. As a leading company in the neuroimaging space, IXICO requires ongoing investment to maintain this primacy across specific biomarkers where the Group is differentiated against competitors.

Over the medium term, the Board identifies opportunities to tap into new future revenue streams using TTNx by bridging R&D and clinical practice, facilitating the consolidation of analytics, and supporting clinical decision making via Software as a Service ("SaaS"), licensing or strategic co-development models. This opportunity arises as TTNx, using Microsoft Azure technologies, is highly extensible and scalable. This then enables the augmentation of the platform's capabilities in response to specific opportunities such as the potential to support clients and clinicians as drugs showing efficacy in neurological conditions achieve market approval and move into post market assessment and clinical practice.

Lead

IXICO is focused on solidifying its presence and impact in the CNS precision medicine space by reinforcing its medical key opinion leadership. Through investment in medical liaisons and scientific leads to support the Group's Chief Scientific Officer, the Group aims to become more visible on the global stage by increasing interaction with key opinion leaders ("KOLs") in the neurology space. The Group seeks to invest in obtaining endorsements from thought leaders and through these, engage with Consortia and Pharma. To drive commercial success, the Group needs visibility with KOLs that aligns with and showcases its leading technology. IXICO intends to build on its existing partnerships to validate and position the Group's technology in AD and PD, such as Global Alzheimer's Platform Foundation (GAP), the Critical Path For Alzheimer's Disease (CPAD) and the Critical Path for Parkinson's disease (CPP). GAP seeks to accelerate the delivery of innovative therapies to individuals living with AD and PD and conducts natural history trials to assess techniques that support the accurate and cost-effective identification of individuals with AD. These trials are in part funded by the companies within the biopharmaceutical market. IXICO has provided the imaging services to this platform since 2020. CPAD is a consortium of commercial and charitable organisations that work together to support drug development in AD. CPP is the equivalent consortium focussed on PD.

The Group further seeks to increase its conference engagement to demonstrate thought leadership and drive commercial engagement, building upon recent success at the Alzheimer's Association International Conference (AAIC), the Alzheimer's & Parkinson's Diseases Conference (ADPD) and the Clinical Trials on Alzheimer's Disease (CTAD) conference.

The Group has shown success of this approach in HD, specifically through the Huntington's Disease Imaging Harmonization (HD-IH) consortium, where it is analysing over 6,000 datasets in partnership with the CHDI foundation and several biopharmaceutical companies. This project will act to publicly validate the Group's analysis capabilities, with KOLs publishing and presenting on the results from this consortium. A consequence of this, the Group has further cemented its position as being the leading provider of image analysis services in HD.

Scale & Execute

Rapid change in the design and execution of clinical trials requires global commercial reach for clinical trial neuroimaging services, particularly into North America.

The significance of the North American market cannot be understated. 83, or 44%, of current AD clinical trials are exclusively conducted in North America. The region is home to a significant proportion of key neurological imaging decision makers, including those employed by Biogen, Roche, Lilly, Takeda, and Janssen. Furthermore, North America is the centre for key scientific collaborations and consortia, including the Global Alzheimer's Platform Foundation (GAP), CHDI Foundation, Alzheimer's Disease Neuroimaging Initiative (ADNI) and CPAD amongst others. As a result, the Directors believe that increased focus on the North American market will drive the Group's exposure to key industry players, widen IXICO's geographic reach in line with changing client needs, and expand the Group's addressable market. In turn this is expected to engender positive downstream effects on the Group's pipeline and order book.

The Group is not starting from scratch with its focus on North America. 14 of the 26 projects that are currently in the Group's orderbook are US based (or US focussed) projects. This equates to c.45% of the Group's orderbook by value and US based projects have contributed c.40% of the Group's 2024 revenues. It is a focus on accelerating this growth further, that is a key strut in the Company's strategy.

To scale its operations effectively, the Group plans to accelerate its global pipeline and revenue potential through increased access to client and large Contract Research Organisation (CRO) decision-makers, driving business development. The Group aims to increase its serviceable market by an estimated factor of three, expand its commercial pipeline by a factor of four, and improve its pipeline-to-order book conversion success rate.

In the short to medium term, IXICO will focus on accelerating growth by actively pursuing new addressable markets beyond the traditional CRO model, through extending its technology platform into post market assessment and, in partnership with others, investigate utility in clinical decision support. This reflects the extensibility IXICO has built into its TTNx platform which enables, via partnership opportunities, to support the provision of multi-biomarker platforms and/or bring closer the interactions and seamless communication of data with large scale CROs, analysis groups, imaging providers and/or providers of electronic health records (EHR). The Directors identify these as opportunities to leverage the Group's TTNx platform into areas that require highly resilient, secure but bespoke technologies to underpin the collection, collation and analysis of large scale data. TTNx has been developed to enable the delivery of post marketing assessment studies, the potential of which has been shown on a relatively small scale to date. For example, the label of Biogen's Alzheimer's disease therapy, Leqembi, requires four MRI scans to check for the 'common' side effect of amyloid-related imaging abnormalities (ARIA). The Directors believe IXICO's platform and imaging site relationships mean it is well placed to offer this safety monitoring service.

Current trading and Outlook

The Group has experienced continued commercial momentum in the current financial period. On 14 August 2024 the Group released a trading update for the year ended 30 September 2024 ("FY24"), reporting financial performance ahead of market expectations following new contract wins worth £5.8 million in the period since 31 March 2024. The Group reported that revenue is expected to be between £5.5 million and £5.9 million for FY24 and that cash and EBITDA performance is ahead of market expectations of £1.4 million and £2.1 million respectively.

The Company currently expects to report revenues of no less than £5.7 million for the year to 30 September 2024 and an EBITDA loss of no more than £1.8 million. The Company closed the year with c. £1.8 million of cash on its balance sheet.

Reasons for the Fundraising

The Group will focus on delivering a differentiated service offering into the AD and PD markets, whilst positioning the Group on a pathway to breakeven/profitability over the medium term. The objective of financing will be to develop additional biomarkers for use in the IXIQ.Ai platform that can unlock further the value provided to the clinical trials and post market assessment markets. The financing will further support IXICO in reinforcing the Group's image as a provider of neuroimaging and a respected voice by key opinion leaders, especially across North America. The Fundraise provides critical steps on the road to enhanced revenue growth and is expected to take the business to a value inflection point by the end of FY26 as it further positions itself as an AI-driven data platform company.

Use of proceeds of the Fundraising

As announced on 9 October 2024, the Company has conditionally raised gross proceeds of approximately £4.0 million by way of the Placing and the Subscription. The Retail Offer will be up to a maximum additional amount of £0.25 million.

The Group intends to use the net proceeds to fund investments into its "Innovate", "Lead" and "Scale" strategies as set out above with approximately £0.8 million into "Innovate", approximately £0.7m into "Lead" and approximately £2.0m in "Scale".

The Directors believe the investments outlined above will generate growth in the market value of the Company based upon achievement of:

• Future revenue growth;
• validation and communication of the value of the Group's science and platform technology via partnership announcements and material contract wins with biopharmaceutical companies;
• returning to visibility of the Group's operational leverage which will mean, once the Group achieves revenues in excess of approximately £8 million, it will return to profitability and achieve rising EBITDA margins; and
• enabling of additional market opportunities via the extension of the TTNx platform into adjacent and larger market areas.

EMI Share Option Plan

Owing to the expiry of the Company's 2014 EMI Share Option Plan (the "2014 Plan") in May 2024, the Company proposes implementing a new EMI Share Option Plan (the "2024 Plan") to provide the Company with the appropriate structure under which long-term incentives can be offered to employees and executive Directors to encourage their recruitment, retention and incentivisation. A copy of the proposed 2024 Plan has been shared with the Company's largest existing investors and will be available for Shareholders to view at www.IXICO.com. The 2024 Plan takes the form of the 2014 Plan but has been updated to align with current regulations and guidance. Furthermore, following discussions with the Company's largest existing investors, the Board proposes to increase the number of Ordinary Shares which may be placed by the Company under option for employee incentivisation purposes in any ten year period from 15% of the Company's issued share capital (as per the 2014 Plan) to 20% for the reasons set out below.

The Company wishes to incentivise the executive Directors to deliver long-term value creation for Shareholders and ensure alignment with Shareholder interests. The Board proposes to increase the number of Ordinary Shares which may be placed under option from 15% to 20%, a proportion of which will be awarded to the executive Directors as nil-cost options as part of a particular series of long-term incentive awards as follows:

• Options over up to 3% of post-Fundraising issued share capital will be awarded as "Growth Options" with vesting criteria aligned with retention and 40% annual share price growth over 3 years. Of these, it is proposed that options over 2% of post-Fundraising issued share capital be issued to the CEO, Bram Goorden, and 1% to the CFO, Grant Nash.
• Options over up to 8% of post-Fundraising issued share capital will be awarded as "Exit Options" with vesting criteria aligned with a future exit of the business at multiples of the Issue Price. Of these, it is proposed that options over 4.8% of the post-Fundraising Issued share capital are issued to the CEO Bram Goorden and 3.2% to the CFO, Grant Nash.

The balance of the Company's option pool will be available to incentivise, attract and retain existing and new senior employees and Directors from time to time.

The 2024 Plan limit of 20% referred to above takes account of all Ordinary Shares issued under or held under options which have been granted by the Company in the previous ten years before the proposed grant of an option, whether under the 2024 Plan or the 2014 Plan.

The award of Growth Options is expected to be made shortly following Shareholder approval of the 2024 Plan. The award of Exit Options is subject to further consultation with Shareholders and will be subject to an advisory vote at the next Annual General Meeting in January 2025 prior to the proposed award of the Exit Options.

Details of the Fundraising

The Placing

The Company has conditionally raised approximately £3.93 million (before expenses) by way of a conditional placing by Cavendish, as agent to the Company, of 41,315,792 New Ordinary Shares at the Issue Price pursuant to the Placing Agreement.

The Placing is conditional, amongst other things, on the passing of Resolutions 1 and 3, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 28 October 2024 (or such later date as Cavendish and the Company may agree, being not later than 8.00 a.m. on 29 November 2024).

Under the terms of the Placing Agreement, Cavendish, as agent for the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares and to co-ordinate the offering of the Retail Shares on Bookbuild, in each case at the Issue Price. The Company has given certain customary warranties to Cavendish in connection with the Placing, the Retail Offer and other matters relating to the Company and its business. In addition, the Company has agreed to indemnify Cavendish in relation to certain liabilities it may incur in undertaking the Fundraising. Cavendish has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, for a breach of any of the warranties. The Placing is not being underwritten.

The Subscription

The Company proposes to raise up to £75,000 (before expenses) by way of a proposed subscription, comprising the issue of up to 789,472 Subscription Shares at the Issue Price. The Subscription is not being underwritten.

Certain Directors (as detailed below) have entered into Subscription Letters to subscribe for 789,472 Subscription Shares representing £75,000, at the Issue Price. The Subscription is conditional upon (amongst other things) the passing of the Resolutions 1 and 3, the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 28 October 2024 (or such later date and/or time as Cavendish and the Company may agree, being not later than 8.00 a.m. on 29 November 2024).

The Retail Offer

The Company is therefore using the Bookbuild platform to make the Retail Offer available in the United Kingdom through the financial Intermediaries (normally a broker, investment platform or wealth manager) which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/G7VEX1/authorised-intermediaries. Cavendish will be acting as retail offer coordinator in relation to this Retail Offer (the "Retail Offer Coordinator").

The Retail Offer will be open to eligible investors in the United Kingdom at 8:00 a.m. on 9 October 2024. The Retail Offer is expected to close at 4:30 p.m. on 14 October 2024. Investors should note that financial Intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

The Retail Offer is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, Shareholders. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Shares: (i) be a customer of one of the participating Intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a Shareholder (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating Intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order under the Retail Offer at its discretion. The Company reserves the right to reject any application under the Retail Offer without giving any reason for such rejection. The Retail Offer is not being underwritten.

The Retail Offer remains conditional on, inter alia:

• the passing of the Resolutions 1 and 3;
• the Placing being or becoming wholly unconditional;
• Admission of the New Ordinary Shares becoming effective by no later than 8.00 a.m. on 28 October 2024 or such later time and/or date as Cavendish and the Company may agree.

Conditional on Admission taking effect, up to 2,631,578 Retail Shares will be issued pursuant to the Retail Offer at the Issue Price to raise proceeds of up to £0.25 million (before expenses). The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares (including the Placing Shares and the Subscription Shares).

Application will be made to the London Stock Exchange for Admission of the Retail Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on 28 October 2024, at which time it is also expected that the Retail Shares will be enabled for settlement in CREST.

Settlement and Dealings

Subject to the Resolutions 1 and 3 being passed at the General Meeting, application will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will take place on or before 8.00 a.m. on 28 October 2024 and that dealings will commence at the same time.

Participation of the Directors in the Fundraising

As outlined above certain Directors have agreed to subscribe for New Ordinary Shares pursuant to the Subscription. The number of New Ordinary Shares subscribed for by each Director and their resulting shareholdings upon Admission are set out below:

• Assuming the Retail Offer is subscribed in full.

Related party transactions

The conditional Subscriptions for New Ordinary Shares by certain Directors as outlined above constitute related party transactions pursuant to Rule 13 of the AIM Rules. Mark Warne, as independent director, having consulted with the Company's nominated adviser, Cavendish, considers that the terms of the participation in the Fundraising by Bram Goorden, Grant Nash, Dipti Amin and Katherine Rogers is fair and reasonable insofar as the Company's Shareholders are concerned.

General Meeting

A notice convening the General Meeting to be held at IXICO plc, 4th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN on 25 October 2024 at 11:00 a.m. is set out in Part II of this document, to consider and, if thought appropriate, pass the following resolutions:

• Resolution 1 which is an ordinary resolution to authorise the Directors to allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate nominal amount of £42,500 pursuant to the Fundraising; and
• Resolution 2 which is an ordinary resolution to authorise the Company's new EMI Share Option Plan.
• Resolution 3 which is a special resolution and is conditional on the passing of resolution 1, to authorise the Directors to issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis up to a maximum aggregate nominal amount of £42,500 in respect of the Fundraising, each as referred to in Resolution 1.

The authorities granted pursuant to Resolutions 1 and 3 will expire on 29 November 2024, or if earlier at the conclusion of the annual general meeting of the Company to be held in January 2025.

Resolutions 1 and 2 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Action to be taken

Shareholders are strongly encouraged to appoint the Chair of the General Meeting as their proxy for the General Meeting. This will ensure that your vote will be counted even if attendance at the General Meeting is restricted or you are unable to attend.

If you would like to vote on the Resolutions, you may appoint a proxy by completing, signing and returning the Form of Proxy to the Company's Registrar, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA so that it is received no later than 11.00 a.m. on 23 October 2024.

Shareholders who prefer to register the appointment of their proxy electronically via the internet can do so through Equiniti's website at www.sharevote.co.uk where full instructions on the procedure are given. The Voting ID, Task ID and Shareholder Reference Number printed on the Form of Proxy will be required in order to use this electronic proxy appointment system. Alternatively ordinary shareholders who have already registered with Equiniti's online portfolio service, can appoint their proxy electronically by logging on to their portfolio at www.shareview.co.uk using your usual user ID and password. Once logged in simply click "View" on the "My Investments" page, click on the link to vote then follow the on-screen instructions. For an electronic proxy appointment to be valid, your appointment must be received by Equiniti Limited no later than 11.00 a.m. on 23 October 2024.

Alternatively, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction to the Company's Registrar, the Company's Registrar, Equiniti Limited (CREST Participant ID RA19), no later than 11.00 a.m. on 23 October 2024.

If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged no later than 11.00 a.m. on 23 October 2024 in order to be considered valid.

Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through the Company's website at https://IXICO.com/ and by announcement via a RIS.

All Resolutions for consideration at the General Meeting will be voted on by way of a poll, rather than a show of hands. This means that Shareholders will have one vote for each Ordinary Share held. The Company believes that this will result in a more accurate reflection of the views of Shareholders by ensuring that every vote is recognised, including the votes of any Shareholders who are unable to attend the General Meeting but who have appointed the Chair as their proxy for the General Meeting.

Recommendation

The Directors consider the Fundraising to be in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that all Shareholders vote in favour of the Resolutions as they intend to do, or procure to be done, in respect of their own beneficial shareholdings, being, in aggregate, 219,650 Ordinary Shares, representing approximately 0.45% of the Existing Issued Share Capital.

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Company has today entered into the placing agreement with Cavendish Capital Markets Limited ("Cavendish") (the Company's Nominated Adviser and sole broker and bookrunner in connection with the Placing) (the "Placing Agreement"). Pursuant to the Placing Agreement, Cavendish has, subject to the terms and conditions set out therein, agreed to use reasonable endeavours, as agent of the Company, to procure subscribers for the Placing Shares pursuant to the bookbuilding process described in this Announcement and as set out in the Placing Agreement ("Bookbuilding Process").

The Placing is not being underwritten.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement, it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 28 October 2024.

Admission is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Placing Shares and upon the passing of the Resolutions by the shareholders of the Company at the general meeting to be held at IXICO plc, 4th Floor, Griffin Court, 15 Long Lane, London EC1A 9PN on 25 October 2024.

Bookbuilding Process

Participation in, and principal terms of, the Bookbuilding Process

The book will open with immediate effect. The Bookbuilding Process is expected to close not later than 7.00 a.m. on 9 October 2024, but may be closed at such earlier or later time as Cavendish may, in its absolute discretion (after consultation with the Company), determine. The announcement containing the results of the accelerated bookbuild will be released following the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Cavendish. Each bid should either state the number of Placing Shares which the prospective Placee wishes to subscribe for or a fixed monetary amount at, in either case, the Issue Price. If successful, Cavendish will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Cavendish's oral confirmation of the size of allocations will constitute an irrevocable legally binding agreement in favour of the Company and Cavendish pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in that trade confirmation.

Information to Distributors

Conditions of the Placing

The obligations of Cavendish under the Placing Agreement are, and the Placing is, conditional, amongst other things, on:

• the placing results announcement being released at the relevant time;
• the warranties on the part of the Company contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times during the period up to and including the date of Admission;
• the Placing Shares having been allotted, conditional only on Admission;
• the Subscription Shares having been allotted, conditional only on Admission and payment for such Subscription Shares having been received by the Company prior to Admission;
• the Company raising a minimum of £4.0 million pursuant to the Placing and Subscription;
• the Company complying with its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
• there not occurring, in the opinion of Cavendish (acting in good faith), a material adverse change, or any development reasonably likely to involve a prospective material adverse change, in the condition (financial, operational, legal or otherwise) or the earnings, business affairs or business prospects of the Company or the Group which is material in the context of the Group taken as a whole, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
• the general meeting of the Company having taken place on the date set out in the notice of general meeting and each of the Resolutions having been passed thereat by the requisite majority; and
• Admission occurring not later than 8.00 a.m. on or around 28 October 2024 or such later time and/or date as Cavendish may agree in writing with the Company (but in any event no later than 8.00 a.m. on 29 November 2024),

together the " Conditions".

If (a) the Conditions of the Placing are not fulfilled (or to the extent permitted under the Placing Agreement waived by Cavendish), or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of Cavendish, the Company, any Cavendish Affiliate, nor any holding company of the Company, any subsidiary of the Company, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "IXICO Affiliate") shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

Right to terminate under the Placing Agreement

• any statement contained in the Placing Documents has become or been discovered to be untrue, inaccurate or misleading or that there has been a material omission therefrom;
• any of the warranties, was, when given, untrue, inaccurate or misleading;
• any of the warranties is not, or has ceased to be, true, accurate or not misleading (or would not be true, accurate or not misleading if then repeated) by reference to the facts subsisting at the time;
• trading in the Company's shares on AIM is suspended or cancelled;
• the appointment of Cavendish as agent of the Company is terminated for whatever reason;
• in the opinion of Cavendish (acting in good faith), there has been, (i) any change, or development involving a prospective change, in national or international, military, diplomatic, monetary, economic, political, financial, industrial or market conditions or exchange rates or exchange controls, or any incident of terrorism or outbreak or escalation of hostilities (including, but not limited to, an escalation of the Russian invasion of Ukraine or the Israel and Palestine conflict) or any declaration by the UK or the US of a national emergency or war or any other calamity or crisis whether or not foreseeable at the date of this Agreement, (ii) a suspension of trading in securities generally on the London Stock Exchange or New York Stock Exchange or trading is limited or minimum prices established on any such exchange; (iii) a declaration of a banking moratorium in London or by the US federal or New York State authorities or any material disruption to commercial banking or securities settlement or clearance services in the US or the UK, which would or would be likely to prejudice materially the Company or the Placing, or make the success of the Placing doubtful or makes it impracticable or inadvisable to proceed with the Placing, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable, then Cavendish may, in its absolute discretion, by notice in writing to the Company (or by orally communicating the same to any director of the Company), terminate this Agreement with immediate effect.

By participating in the Placing, each Placee agrees with Cavendish that the exercise by Cavendish of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cavendish and that Cavendish need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, neither the Company, Cavendish, any Cavendish Affiliate nor any IXICO Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Prospectus

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms to Cavendish and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cavendish (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Cavendish Affiliate, any persons acting on its or their behalf or the Company or any Cavendish Affiliate and none of Cavendish, any Cavendish Affiliate, any persons acting on their behalf, the Company, any IXICO Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with Cavendish for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

The expected timetable for settlement will be as follows:

Representations, warranties and terms

• to indemnify on an after-tax basis and hold harmless each of the Company, Cavendish, Cavendish Affiliates and IXICO Affiliates and any person acting on their behalf from any and all costs, losses, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;
• it: (i) is entitled to acquire the Placing Shares for which it is subscribing under the laws and regulations of all relevant jurisdictions which apply to it; (ii) has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) which may be required or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (iii) has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) has paid any issue, transfer or other taxes due in connection with its subscription for Placing Shares and its participation in the Placing in any territory; and (v) has not taken any action which will or may result in the Company, Cavendish or any Cavendish Affiliate or IXICO Affiliate or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;
• if it is within in a member state of the European Economic Area, it is an EU Qualified Investor;
• that save to the extent confirmed in writing to Cavendish, none of the monies advanced by it to satisfy its payment obligations in connection with the Placing are, or otherwise derive from, State Aid or a Risk Capital Investment;
• time is of the essence as regards its obligations under this Appendix;
• it will be bound by the terms of the Articles;

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Cavendish (for their own benefit and, where relevant, the benefit of any Cavendish Affiliate or IXICO Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Cavendish, any Cavendish Affiliate, any IXICO Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Cavendish will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that any of the Company or any IXICO Affiliate or Cavendish or any Cavendish Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

• if he is an individual, his nationality;
• such other "know your client" information as Cavendish may reasonably request.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Admission" means the admission of the new Ordinary Shares to trading on AIM becoming effective within the meaning of rule 6 of the AIM Rules for Companies;

"AIM" means the market of that name operated by the London Stock Exchange;

"Appendix" means this appendix to this Announcement;

"Cavendish" means Cavendish Capital Markets Limited, a company incorporated in England and Wales with registered number 06198898 whose registered office is at 1 Bartholomew Close, London, England, EC1A 7BL;

"Company" means IXICO PLC, a company incorporated in England and Wales with registered number 03131723 whose registered office is at 4th Floor, Griffin Court, 15 Long Lane, London, EC1A 9PN;

"FCA" means the UK Financial Conduct Authority;

"FSMA" means the Financial Services and Markets Act 2000 (as may be amended from time to time);

"Issue Price" means 9.50 pence per Placing Share;

"London Stock Exchange" means London Stock Exchange plc;

"Ordinary Shares" means ordinary shares of 1 pence each in the capital of the Company;

"Placees" means subscribers for the Placing Shares;

"Placing" means the placing of the Placing Shares at the Issue Price by Cavendish pursuant to the terms of the Placing Agreement;

"Placing Agreement" means the agreement dated 8 October 2024 and entered into between Cavendish and the Company relating to the Placing;

"Resolutions" means resolutions 1 and 3 to be proposed at the general meeting of the company to be held on 28 October 2024 contained in the notice of general meeting set out at the end of the circular to be published by the Company in relation to the Placing;

"Risk Capital Investment" means an investment from an investor who:

• is a venture capital trust (as defined in Part 6 of the Income Tax Act 2007 ("ITA")); or
• has claimed, or is intending to claim, tax relief on that investment under the Seed Enterprise Investment Scheme (under Part 5A of the ITA) or the Enterprise Investment Scheme (under Part 5 of the ITA) or Social Investment Tax Relief (under Part 5B of ITA);

"Subscribers" each of Bram Goorden, Grant Nash, Dipti Amin and Katherine Rogers, being persons who have indicated they intend to participate in this Subscription;

"Subscription means the conditional Subscription by the Subscribers for the Subscription Shares at the Issue Price;

"Subscription Shares" the 789,472 new Ordinary Shares proposed to be issued pursuant to the Subscription subject to, inter alia, the passing of the Resolutions;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland; and