Launch of Retail Offer

Scancell Holdings plc (AIM: SCLP), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumour immune responses in difficult-to-treat cancers, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £2.3 million (c.$3.0 million) (before expenses) (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 approximately 25,000,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at an issue price of 9 pence per Ordinary Share (the "Issue Price").

In addition to the Retail Offer and as announced earlier today, the Company is also proposing a placing of new Ordinary Shares (together with the Retail Offer Shares, the "New Ordinary Shares") to raise approximately $12.0 million (c.£9.0 million) (before expenses) through a bookbuild process (the "UK Placing") at the Issue Price. The Issue Price represents a discount of approximately 29.4 per cent. to the mid-market closing price of an Ordinary Share on 22 July 2026 (being the latest practicable date prior to this announcement).

A separate announcement has been made regarding the UK Placing and its terms which sets out the reasons for the UK Placing and use of proceeds. Net proceeds of the Retail Offer and the UK Placing will provide Scancell with near-term working capital, extending the Company's current cash runway beyond H2 2026 and into Q2 2027 regardless of the anticipated closing of the US Listing Transactions in Q4 2026. The net proceeds of the Retail Offer and the UK Placing will enable the Company to continue to prepare for its iSCIB1+ Phase 3 trial, as well as fund the Company's additional pipeline.

For the avoidance of doubt, the Retail Offer is not part of the UK Placing. Completion of the Retail Offer is conditional, inter alia, upon the completion of the UK Placing but completion of the UK Placing is not conditional on completion of the Retail Offer. The Retail Offer is also not conditional on completion of the US Listing Transactions (as further described in the announcement titled "Scancell and Neuphoria Therapeutics announce Merger and Financing" released earlier today (the "US Listing Transaction Announcement")). The US Listing Transactions are subject to the conditions set out in the US Listing Transaction Announcement. There can be no certainty that these conditions will be satisfied or that the US Listing Transactions will complete within the anticipated timetable or at all. If the US Listing Transactions do not complete, the Company will not acquire Neuphoria, achieve the Nasdaq listing or receive the proceeds in connection with the Private Placement. Consequently, the Company will need to review its clinical programme and pursue alternative funding arrangements which may not be available on similar or acceptable terms.

The Retail Offer and the UK Placing are 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 at 8.00 a.m. on or around 28 July 2026.

The UK Placing and the Retail Offer will be effected on a non-pre-emptive basis pursuant to the existing authorities to allot equity securities granted at the Company's annual general meeting on 30 October 2025.

Retail Offer

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

The Retail Offer is expected to close at 4.30 p.m. on 24 July 2026. Eligible retail investors 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 before 7:00 a.m. on 27 July 2026.

There is a minimum subscription of £250 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 should be noted that a subscription for Ordinary Shares and investment in the Company carries a number of risks, including the risk that investors may lose their entire investment. In particular, neither the Retail Offer nor the UK Placing are conditional on the US Listing Transactions and there is no certainty that the US Listing Transactions will complete. In the event the US Listing Transactions do not complete, the Company will review its clinical programme and seek to explore alternative funding arrangements. Investors should take independent advice from a person experienced in advising on investment in securities such as the Ordinary Shares if they are in any doubt.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors' commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR").

Capitalised terms used in this announcement have the meaning as defined in the US Listing Transaction Announcement unless otherwise stated.

Further information on the Company can be found on its website at www.scancell.co.uk.

The Company's LEI is 2138008RXEG856SNP666

UK Product Governance Requirements