Purchase of Fruitflow® II SD & royalty payment

Total voting rights

Provexis, the business that develops, licenses and sells the proprietary, scientifically-proven Fruitflow® heart-health functional food ingredient, is pleased to announce it has agreed to purchase a further batch of Fruitflow II SD ('Fruitflow') inventory from dsm-firmenich, to satisfy increasing demand for Fruitflow.

Under a Transfer of Business Agreement between Provexis and dsm-firmenich, which Provexis announced on 22 June 2022, a royalty is payable to dsm-firmenich based on the gross profits generated from Fruitflow sales to customers transferred to the Company from dsm-firmenich. The royalty is payable throughout the four years from 1 January 2023 to 31 December 2026.

Provexis and dsm-firmenich have agreed that the estimated royalty for the two years ended 31 December 2024 will be settled in new ordinary shares of 0.1p each in the Company (the 'New Provexis Shares'). This will help the Company to fund a wholly new production run of Fruitflow which will be required in the early months of 2025.

The inventory purchase and two-year royalty payment total £564,033, payable to dsm-firmenich, and Provexis has agreed to issue 82,945,984 New Provexis Shares to dsm-firmenich in satisfaction of this amount.

The Company and dsm-firmenich agreed a valuation of £564,033 for the 82,945,984 New Provexis Shares, based on the 0.68 pence closing mid-market price per Ordinary Share on 6 December 2024.

The 82,945,984 New Provexis Shares were valued at £580,622 at the 0.70 pence closing mid-market price per Ordinary Share on 17 December 2024, being the latest practicable date prior to this announcement, and they represent 3.67% of the Company's existing issued share capital.

An application has been made to the London Stock Exchange for the 82,945,984 New Provexis Shares to be admitted to trading on AIM. It is expected that admission will become effective and that trading in the New Provexis Shares will commence on or around 24 December 2024 ('Admission').

Following Admission, the Company's enlarged issued share capital will comprise 2,345,891,239 ordinary shares with voting rights. The Company does not hold any shares in treasury. This figure of 2,345,891,239 ordinary shares 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.

It has been agreed with dsm-firmenich that the 82,945,984 New Provexis Shares will be issued to DSM Venturing BV, a significant existing shareholder in Provexis. Following the issue of the 82,945,984 New Provexis Shares, DSM Venturing BV will hold 256,743,074 shares, which will be 10.94% of the Company's enlarged issued share capital.

Ian Ford, CEO of Provexis, commented:

'We are delighted to have completed this further purchase of Fruitflow inventory from dsm-firmenich, along with payment in new shares of the estimated royalty due to dsm-firmenich for the two years ended 31 December 2024. This will help the Company to fund a wholly new production run of Fruitflow which will be required in the early months of 2025.

The further purchase of Fruitflow inventory announced today has been made to satisfy an increasing demand from customers of Provexis for Fruitflow, and it reflects the positive momentum that Provexis has enjoyed since initiating the process to transfer customers from dsm-firmenich to the Company in January 2023. Provexis and dsm-firmenich have acted in commercial partnership for Fruitflow since 2010, and the Company would like to thank dsm-firmenich for its continued support.'