Retail Offer for up to £1 million

Scancell Holdings plc (AIM: SCLP), the developer of novel immunotherapies for the treatment of cancer, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to approximately £1 million (the "Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares"). Under the Retail Offer up, to 9,523,809 new Ordinary Shares (the "Retail Offer Shares") will be made available to existing retail shareholders at an issue price of 10.5 pence per Ordinary Share ("Issue Price").

In addition to the Retail Offer, and as announced today, the Company is also proposing a placing (the "Placing") of new Ordinary Shares to raise a minimum of £8.5 million (before expenses) through a bookbuild process at the Issue Price. Alongside the Placing, one of the Directors intends to participate by way of a direct subscription with the Company for new Ordinary Shares at the Issue Price raising approximately £20,000 (the "Subscription" and together with the Placing and Retail Offer, the "Capital Raise"). If the Retail Offer is taken up in full, the aggregate gross proceeds of the Capital Raise will be approximately £9 million.

The Issue Price represents a discount of approximately 22.2 per cent. to the mid-market closing price of an Ordinary Share on 4 December 2024 (being the latest practicable date prior to this announcement).

A separate announcement has been made regarding the Placing and Subscription, setting out the terms of the Placing and the reasons for the Placing and the Subscription and use of proceeds. The net proceeds of the Retail Offer will be used to provide further working capital and balance sheet strength.

For the avoidance of doubt, the Retail Offer is not part of the Placing or the Subscription. Completion of the Retail Offer is conditional, inter alia, upon the completion of the Placing but not the Subscription; completion of the Placing is not conditional on any or all of the Retail Offer being subscribed for.

The Capital Raise is conditional on the new Ordinary Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the new Ordinary Shares will commence on AIM, at 8.00 a.m. on 10 December 2024.

Retail Offer

Therefore, the Company is making the Retail Offer open to eligible investors in the United Kingdom, being existing shareholders of Scancell, following release of this announcement and through certain financial intermediaries.

The Retail Offer is expected to close at 9.00 a.m. on 9 December 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times. The result of the Retail Offer is expected to be announced by the Company on or around 9 December 2024.

To be eligible to participate in the Retail Offer, applicants must be a customer of a participating intermediary and, as at the date hereof or will be, prior to placing an order for Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £100 per investor under the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

It is a term of the Retail Offer that the total value of the Retail Offer Shares available for subscription at the Issue Price does not exceed £1,000,000.

The Company's LEI is 2138008RXEG856SNP666.