Extension of Convertible Loan Notes

BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

Scancell Holdings plc

("Scancell" or the "Company")

Scancell extends Convertible Loan Note redemption dates by a further two years

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer, announces that it has entered into a deed of amendment (the "Deed of Amendment") relating to the extension of the redemption dates of the outstanding unsecured convertible loan notes (the "CLNs") issued by the Company in 2020.

All outstanding CLNs are held by funds managed by Redmile Group, LLC (the "Redmile Funds"). The original terms of the CLNs were announced by the Company on 22 July 2020 and 12 October 2020 and following an amendment announced on 28 October 2021 were due to be redeemed in August 2025 (£1.75m) in relation to the Nil Rate Unsecured Convertible Loan Notes and November 2025 (£17.9m) in relation to the 3% Unsecured Convertible Loan Notes.

Under the terms of the Deed of Amendment:

• the deed and subsequent amendment constituting the Nil Rate Unsecured Convertible Loan Notes is amended such that the redemption date is extended to 12 August 2027, and
• the deed and subsequent amendment constituting the 3% Unsecured Convertible Loan Notes, is amended such that the redemption date is extended to 10 November 2027.

As part of the agreement to extend the redemption dates, approximately £0.5m of the 3% Unsecured Convertible Loan Notes will be redeemed in cash on or around 5 July 2024. Additionally, the Redmile Funds and the Company have agreed that the interest on the remaining 3% Unsecured Convertible Loan Notes will be deferred and accrued rather than settled yearly resulting in a net positive cash impact for the Company in the medium term. The 3% Unsecured Convertible Loan Notes may now also be converted into ordinary shares at the election of the noteholder prior to maturity having previously only been convertible on the redemption date. The conversion price of 13 pence per ordinary share remains unchanged

The total amount of the CLNs which remains outstanding following the amendments is £19.25m of which (i) £1.75m remains outstanding on the Nil Rate Unsecured Convertible Loan Notes and (ii) £17.5m remains outstanding on the 3% Unsecured Convertible Loan Notes. The CLNs are required to be redeemed on the new redemption dates above, if they have not previously been converted into ordinary shares in the Company.

Related Party Transaction

By virtue of the Redmile Funds' shareholding in the Company, the amendments to the CLNs and the entry into the Deed of Amendment by the Company constitutes a related party transaction for the purpose of the AIM Rules for Companies. The Directors, all of whom are independent of the Redmile Funds and independent in respect of the CLNs, having consulted with the Company's nominated adviser, Panmure Liberum Limited, consider that the terms of the related party transaction are fair and reasonable insofar as shareholders are concerned.

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement

on behalf of the Company is Professor Lindy Durrant, Chief Executive Officer.