Proposed Fundraising

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Definitions contained within Appendix II to this Announcement apply,

unless the context requires otherwise

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, announces a proposed placing (the "Placing"), via an accelerated bookbuild (the "Bookbuild"), of new ordinary shares of 0.1 pence ("Ordinary Shares") in the capital of the Company.

The Placing will be conducted at a price of 9.0 pence per Ordinary Share (the "Issue Price"). The Issue Price represents a discount of 11.1 per cent. to Verici's closing mid-price on 23 January 2024 (being the last practicable day prior to the publication of this Announcement).

The Placing will involve the issue of not less than 61,111,111 new Ordinary Shares (the "Placing Shares"), representing at least 35.9 per cent. of the existing issued ordinary share capital of the Company.

In addition to the Placing, it is proposed that there will be a separate conditional retail offer to existing Shareholders via the BookBuild Platform (the "Retail Offer" and, together with the Placing, the "Fundraising") to raise further proceeds for the Company at the Issue Price via the issue of further new Ordinary Shares (the "Retail Offer Shares", together with the Placing Shares, the "New Ordinary Shares"). The Retail Offer aims to provide existing retail Shareholders in the Company with an opportunity to participate in the Fundraising. A separate announcement will be made by the Company regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the terms and conditions of the Retail Offer contained in that announcement. The Placing is not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The launch of the Retail Offer will be announced separately following the issue of an announcement confirming the result of the Placing. The Retail Offer will conclude prior to the deadline for receipt of voting proxy forms prior to the General Meeting.

Part of the Fundraising is being made pursuant to existing authorities to allot Ordinary Shares for cash and disapply pre-emption rights under section 551 and section 571 of the Act, which the Directors were granted at the Annual General Meeting of the Company held on 29 June 2023 ("Existing Authorities"). The Existing Authorities are insufficient to allow the total number of new Ordinary Shares to be issued pursuant to the Fundraising and Admission to proceed. Accordingly, the Fundraising is subject to sufficient further authority to issue and allot new Ordinary Shares on a non-pre-emptive basis being granted by Shareholders at a general meeting of the Company and is therefore conditional, inter alia, on the passing of the Resolutions by the Shareholders at the general meeting proposed to be held by the Company at the offices of Shoosmiths London at No. 1 Bow Churchyard, London EC4M 9DQ, at 12.00 p.m. on 19 February 2024 (the "General Meeting").

General Meeting

The Fundraising is wholly conditional upon, inter alia, the Resolutions, which are required to implement the Fundraising, being duly passed by Shareholders at the General Meeting. Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for admission of the New Ordinary Shares. It is expected that admission of the New Ordinary Shares will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on 20 February 2024 ("Admission").

A circular containing, inter alia, further details of the Fundraising and a notice convening the General Meeting in order to pass the Resolutions (the "Circular"), is expected to be despatched to Shareholders in the coming days and the Circular, once published, will be notified and made available on the Company's website at www.vericidx.com/investors/documents/

The issue of the New Ordinary Shares is conditional upon, inter alia, the approval by the Shareholders of the Resolutions to be proposed at the General Meeting.

Background, to and reasons for, the Fundraising

The global licensing and commercialisation agreement with the License Partner (the "License Deal") announced on 15 November 2023 has increased the cash resources and runway of the Company, by partially monetising value from one of the products in its portfolio, the pre-transplant test, ClaravaTM, for use with transplant patients receiving a kidney from a deceased donor. The License Deal also included payment for a non-exclusive license by the License Partner to access part of the Company's biorepository of urine samples from transplant patients.

The Company remains focused on rigorous cost control and current product development activities are necessarily managed within funds available from cash resources and future income.

Management intends to deploy more resources in product development and commercialization (including, but not limited to, through distribution deals, out-licensing or the creation of strategic value), in order to accelerate and amplify potential returns.

As of 31 December 2023, the Company had unaudited net cash of c.£2.08 million ($2.64 million) which included c.£1.18 million ($1.50 million) from initial receipts under the previously announced License Deal. This, in combination with additional further cash inflows from the License Deal of c.£2.76 million ($3.50m) in 2024 and anticipated TutiviaTM and other revenue in FY24 of c.£2.84 million (c.$3.60m), provides a cash runway into January 2025 (before the effects of any additional fundraising).

The Company recognises the risks associated with the launch of a new test (including the time to obtain the initial Local Coverage Determination) and taking into account the potential timing effects of this for the build-up of TutiviaTM sales in 2024, is reducing its expectations for TutiviaTM revenue for 2024. The effect of this reduction is expected to be at least partially offset by revenue from other sources including research collaborations.

There are two additional sources of cash inflows from License Deal which the Company has assumed will be received in FY25, being a further commercial milestone payment in addition to ongoing royalties on tests sold.

Management believes that the Placing provides certainty of funds to capitalise on a number of growth initiatives in parallel with existing activities, diversify risk and reach outcomes sooner than if the Company were to fund its corporate development by other means. Following the Placing, the Company's cash runway will be extended into 2026.

Uses of Proceeds

The License Deal has extended the Company's cash runway and allowed some re-allocation of resources previously committed to the further development and commercialisation of ClaravaTM, and has also prompted a fresh evaluation of growth opportunities.

The net proceeds of the Fundraising will be used, together with the Company's existing available resources, to:

• fund additional headcount in bioinformatics to support increased analysis, further validation or utility data and potentially strengthen the positioning of the existing unlicensed portfolio products, TutiviaTM and ProtegaTM, as well as support the creation of potential value in the Company's research asset (comprising samples and data) over the longer term;
• increase the market development budget to accelerate product awareness and adoption for existing products, in particular the commercial stage post-transplant test, TutiviaTM;
• develop and validate existing product initiatives e.g. the Living Donor version of the pre-transplant test, ClaravaTM, and the longer term outcome test, ProtegaTM, by analysing current and additional data from an extended study and/or externally sourced samples; and
• identify prospective new tests complementary to the Company's current portfolio from its biorepositary and undertake further product development work.

Overall, the Directors consider that the investment of the net proceeds of the Fundraising has the potential to amplify the clinical adoption of all of the Company's products through the generation of a greater number of, and/or stronger, claims with regard to their application and utility.

Additional funds raised over the requirements for these areas will be used to provide additional working capital and/or to invest in a suite of value enhancing initiatives for Verici which may include in-licensing of complementary technologies and evaluating the application of the Company's technology and approach to other areas of interest.

Given the anticipated developments in the transplant industry, the Directors consider that it is a compelling time to invest in a suite of value-enhancing initiatives for Verici Dx. The planned investments are expected to generate further newsflow and to enhance the strategic value of the Company overall.

Details of the Fundraising

The Placing Shares are being offered, subject to the satisfaction of certain conditions set out in the Appendix I to this Announcement, by way of an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement. Singer Capital Markets Securities Limited ("Singer Capital Markets" or the "Bookrunner") is acting as the sole bookrunner in connection with the Placing.

The Placing is conditional on, amongst other things, Admission and the passing of the Resolutions at the General Meeting. The number of Placing Shares will be agreed by the Company in conjunction with the Bookrunner following the close of the Bookbuild, and the result of the Placing will be announced as soon as practicable thereafter ("Results Announcement"). The timing of the closing of the Bookbuild, acceptance of any orders received after the Results Announcement, final allocations of the Placing Shares and the total size of the Placing shall be determined at the absolute discretion of the Company and the Bookrunner. The Placing is not being underwritten.

As part of the Placing, the Company is seeking to raise funds by the issue of Placing Shares to Venture Capital Trusts ("VCTs") and investors seeking tax relief under the Enterprise Investment Scheme ("EIS") (together the "EIS/VCT Placing Shares") (the "EIS/VCT Placing"). The raising of funds via the issue of the balance of the Placing Shares is referred to herein as the "Non-EIS/VCT Placing".

The EIS/VCT Placing Shares to be issued pursuant to the Placing are intended to rank as "eligible shares" for the purposes of EIS and VCT investors and a "qualifying holding" for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 ("ITA 2007"). The Company has not made an advanced assurance application to HM Revenue & Customs ("HMRC") in respect of EIS qualification of this Placing, but the Company has obtained a written opinion from specialist tax advisers confirming that the Company would, subject to the relevant limits on such issuances, be able to issue the EIS/VCT Placing Shares as "eligible shares" under the relevant sections of the ITA 2007. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs will be granted in respect of the EIS/VCT Placing Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS reliefs or VCT reliefs, if granted, will not be withdrawn. If the Company carries on activities beyond those disclosed to HMRC in a prior advance clearance obtained in connection with a previous placing, then shareholders may cease to qualify for the tax benefits. Placees must take their own advice and rely on it.

The allotment and issue of the EIS/VCT Placing Shares and the Placing Shares as a whole are conditional upon Admission and, once made, such allotments under the EIS/VCT Placing will remain valid regardless of whether Admission occurs and the Non-EIS/VCT Placing completes.

Related Party Transactions

Christopher Mills / Harwood Capital LLP1 ("Harwood Capital"), a Substantial Shareholder in the Company, have indicated their intention to participate in the Placing and such participation would constitute related party transactions under Rule 13 of the AIM Rules. Further details of any participation will be set out in the Result of Placing Announcement.

The Placing is also expected to include the participation by the Company's Chairman, and such participation would also constitute a related party transaction under Rule 13 of the AIM Rules. Further details of this participation will be set on in the Result of Placing Announcement.

Principal Risks and Material Uncertainties

The principal risks and uncertainties of the Fundraising are detailed on pages 15 to 18 of the 2022 Annual Report and Accounts (published on 6 June 2023). The Company cannot guarantee that the relevant third parties will be able to carry out their obligations under the relevant arrangements. Additionally, the Company's strategy of seeking out-licensing and/or distribution partners will make it more reliant on third parties for the commercialisation of its product assets in particular. Although the License Deal provides some reassurance that commercial terms can be reached with such partners and doing so may increase the ability to generate income from licensed product(s) being commercialised by such partners, there can be no certainty that the Company will be able to consummate similar deals with third parties in the future, or as to the commercial terms on which such deals can be agreed. Once licensing or distribution deals are concluded, the Company will be reliant on the actions of its partners to make progress against commercial milestones and to achieve sales of products on which the Company would expect to earn royalties. Any inability to generate such further licensing income on a satisfactory basis could negatively impact the business and its ability to attain its strategic goals.

Expected Timetable of Principal Events

2024

Information to Distributors

UK Product Governance Requirements

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Singer Capital Markets will only procure investors who meet the criteria of professional clients and eligible counterparties.

APPENDIX I

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING

• the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Singer Capital Markets has been given to the offer or resale; or

No prospectus

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Singer Capital Markets or the Company or any other person and none of Singer Capital Markets, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

Details of the Placing Agreement and the Placing Shares

The price per Ordinary Share at which the Placing Shares are to be placed is 9 pence (the "Issue Price"). The final number of Placing Shares will be determined by the Company and Singer Capital Markets at the close of the Bookbuild and will be set out in the executed terms of placing (the "Terms of Placing"). The timing of the closing of the book and allocations are at the discretion of the Company and Singer Capital Markets. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

Subject to the Resolution having been passed at the General Meeting, the Placing Shares have been or will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Company's Articles of Association and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for listing and admission to trading

It is expected that Admission of the Placing Shares will become effective at 8.00 a.m. on 20 February 2024 (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 5 March 2024) and that dealings in the Placing Shares on AIM will commence at that time.

Bookbuild

Participation in, and principal terms of, the Placing

4. To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Singer Capital Markets. Each bid should state the aggregate number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Singer Capital Markets on the basis referred to in paragraph 6 below. Singer Capital Markets reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at Singer Capital Markets' absolute discretion, subject to agreement with the Company.

• The Bookbuild will open with immediate effect following release of this Announcement and is expected to close no later than 5.00 p.m. on 24 January 2024 but may be closed earlier or later at the discretion of Singer Capital Markets. Singer Capital Markets may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of Singer Capital Markets) to vary the number of Placing Shares to be issued pursuant to the Placing, in its absolute discretion.
• Allocations of the Placing Shares will be determined by Singer Capital Markets after consultation with the Company (and in accordance with Singer Capital Markets' allocation policy as has been supplied by Singer Capital Markets to the Company in advance of such consultation). Allocations will be confirmed orally by Singer Capital Markets and a trade confirmation will be despatched as soon as possible thereafter. Singer Capital Markets' oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Singer Capital Markets and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix I and in accordance with the Company's Articles of Association. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix I and will be legally binding on the Placee on behalf of which it is made and except with Singer Capital Markets' consent, such commitment will not be capable of variation, termination, rescission or revocation after the time at which it is submitted.
• Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Singer Capital Markets, as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
• To the fullest extent permissible by law, none of Singer Capital Markets, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Singer Capital Markets, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Singer Capital Markets' conduct of the Placing or of such alternative method of effecting the Placing as Singer Capital Markets and the Company may agree.
• The Placing Shares will be issued subject to the terms and conditions of this Appendix I and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Singer Capital Markets' conduct of the Placing.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Singer Capital Markets' obligations under the Placing Agreement are conditional on customary conditions, including (amongst others) (the "Conditions"):

• the performance by the Company of certain specified obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;
• agreement by the Company and Singer Capital Markets of the final number of Placing Shares to be issued at the Issue Price pursuant to the Placing and the allocation of such Placing Shares to Placees;
• the Resolutions having been passed without amendment by the required majority at the General Meeting;
• each of the warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading: (i) as at and on the date of the Placing Agreement; (ii) as at the time of the execution of the Terms of Placing; and (iii) as at and on Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances from time to time subsisting;
• no matter having arisen in respect of which indemnification or contribution may be sought from the Company by any Indemnified Person (such term as defined in the Placing Agreement) under the Placing Agreement;
• the Company having allotted, subject only to Admission, the Placing Shares;
• delivery by the Company of certain customary documents to Singer Capital Markets as requested under the terms of the Placing Agreement;
• Singer Capital Markets not having exercised their rights to terminate the Placing Agreement; and
• Admission occurring no later than 8.00 a.m. on 20 February 2024 (or such later time or date as Singer Capital Markets may otherwise agree with the Company, being no later than 8.00 a.m. on 5 March 2024) (the "Closing Date").

Singer Capital Markets may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of Conditions 3 and 10 above. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix I.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by Singer Capital Markets by the relevant time or date specified (or such later time or date as Singer Capital Markets may agree with the Company, being no later than 8.00 a.m. on 5 March 2024); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither Singer Capital Markets nor the Company, nor any of their respective affiliates, agents, directors, officers or employees 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 they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition to the Placing (or any part of it), nor for any decision they may make as to the satisfaction of any Condition or in respect of the Placing generally (or any part of it), and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Singer Capital Markets. Placees will have no rights against Singer Capital Markets or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Right to terminate under the Placing Agreement

Singer Capital Markets is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things) in the event that:

• there has been a breach by the Company of any of its obligations, undertakings or covenants under the Placing Agreement which Singer Capital Markets consider is material;
• in the opinion of Singer Capital Markets (acting in good faith), there has been a Material Adverse Change;
• a matter having arisen which is likely to give rise to an indemnity claim under the Placing Agreement which Singer Capital Markets consider is material;
• there has occurred, or in the opinion of Singer Capital Markets (acting in good faith) it is reasonably likely that there will occur, certain customary force majeure events;
• notice has been given by SCM Advisory as Nominated Adviser to the Company to terminate its role as Nominated Adviser or any matter arises which SCM Advisory as Nominated Adviser considers (acting in good faith) may adversely affect its ability to perform its functions under the AIM Rules or the AIM Rules for Nominated Advisers or fulfil the obligations of a nominated adviser to the Company; or
• if the Company's application for Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of Singer Capital Markets (acting in good faith), will not be granted.

Venture Capital Trust ("VCT") Schemes

The Company received an opinion from specialist tax advisers on 23 January 2024, stating that, based on information provided by the Company, and notwithstanding that many aspects of the VCT legislation are judgmental, that they expect that investments in Ordinary Shares in the Company by a VCT would be regarded as qualifying holdings for the purposes of Part 6 of the Income Tax Act 2007 and would be regarded as "eligible shares" as defined in section 285(3A) of that Act, provided that the investment by the VCT (including any existing investment in the Company) will not exceed 15% by value of its total investments at the date of the investment. If the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.

HMRC can no longer consider applications to receive advance assurance that a company is a qualifying company for the purposes of the Venture Capital Trust rules where the details of the potential qualifying holding are not given.

The advice received by the Company does not guarantee the availability to any Placee of any form of relief under the relevant legislation for VCT schemes and there can be no certainty that VCT eligibility will apply.

The status of the EIS/VCT Placing Shares as a qualifying holding for VCT purposes will in any event be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for VCT Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letter which may have been given by the Company to certain VCT investors in connection with their investment.

Enterprise Investment Scheme ("EIS")

The Company received advance assurance on 22 October 2020 from HM Revenue & Customs ("HMRC") that it is a qualifying company for the purposes of the Enterprise Investment Scheme ("EIS Advance Assurance").

The Company has not sought to obtain an updated EIS Advance Assurance from HMRC. The Company has carried on its business activities as previously described to the HMRC, but if the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own advice and rely on it.

The EIS Advance Assurance previously obtained by the Company does not guarantee to any particular Placee the availability of any form of relief under the relevant legislation for the EIS. The Company has not received advice in relation to EIS eligibility and there can be no certainty that EIS eligibility will apply.

The status of the EIS/VCT Placing Shares as a qualifying holding for EIS purposes will in any event be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letter which may have been given by the Company to certain EIS investors in connection with the EIS/VCT Placing.

Restriction on Further Issue of Shares

The Company has undertaken to Singer Capital Markets that, between the date of the Placing Agreement and a period of 90 days from Admission (the "Restricted Period"), neither the Company nor any of its subsidiaries will, without the prior written consent of Singer Capital Markets, directly or indirectly, offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice) or enter into any commitment or agreement or arrangement or knowingly do or permit to be done any other act or thing which, in any such case, constitutes a significant new matter which would give rise to any obligation to make any announcement to the London Stock Exchange or which may (other than as referred to in the Placing Documents) involve any increase in or obligation (whether contingent or otherwise) to allot any of the capital of the Company.

By participating in the Placing, Placees agree that the exercise by Singer Capital Markets of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Singer Capital Markets and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BM8HZD43) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST"), subject to certain exceptions. Singer Capital Markets reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Following the close of the Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to Singer Capital Markets and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with Singer Capital Markets.

It is expected that settlement in respect of the Placing Shares will take place in respect of the Placing Shares on 20 February 2024. It is expected that the EIS/VCT Placing Shares will be allotted unconditionally to potential Placees on 19 February 2024, being the business day prior to Admission (or such later date as the Company and Singer Capital Markets may agree in writing, being no later than 5 March 2024). The allotment and issue of the EIS/VCT Placing Shares is not conditional upon the allotment and issue of the balance of the Placing Shares. However, it is conditional, inter alia, on:

• the performance by the Company of certain specified obligations under the Placing Agreement in so far as the same fall to be performed prior to completion of the EIS/VCT Placing;
• the Placing Agreement having been entered into and it having not been terminated prior to the issue of the EIS/VCT Placing Shares; and
• the satisfaction or, where appropriate, the waiver of all other conditions set out in the Placing Agreement relating to the issue of the EIS/VCT Placing Shares.

Singer Capital Markets will use the CASS delivery versus payment exemption (under CASS 6.1.12R and 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of shares and/or funds, in connection with the Placing.

Representations, warranties, undertakings and acknowledgements

1. it has read and understood this Announcement in its entirety and that its participation in the Bookbuild and the Placing and its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Publicly Available Information;

3. (a) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix I) and any Publicly Available Information; (b) the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with MAR and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (a) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (c) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing and the Placing Shares) concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

• to be bound by the terms of the Articles of Association of the Company;
• the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Singer Capital Markets or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify Singer Capital Markets and the Company on an after-tax basis in respect of any Indemnified Taxes;
• time is of the essence as regards its obligations under this Appendix I;
• it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Singer Capital Markets nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
• in making any decision to subscribe for Placing Shares it:
• will not look to Singer Capital Markets for all or part of any such loss it may suffer;
• is able to sustain a complete loss of an investment in the Placing Shares;
• has no need for liquidity with respect to its investment in the Placing Shares;
• no action has been or will be taken by any of the Company or Singer Capital Markets or any person acting on behalf of the Company or Singer Capital Markets that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
• it may be asked to disclose in writing or orally to Singer Capital Markets:
• if he or she is an individual, his or her nationality; or
• it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor Singer Capital Markets make any representation or warranty with respect to the same. Accordingly, neither the Company nor Singer Capital Markets can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor Singer Capital Markets undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;
• it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix I on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Singer Capital Markets may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
• it undertakes to Singer Capital Markets at the time of making its commitment to subscribe for Placing Shares that it will confirm in writing to Singer Capital Markets in the form of confirmation sent by Singer Capital Markets to Placees the number of Placing Shares and it intends to subscribe for and in respect of which VCT Relief or EIS Relief will be sought (or which will otherwise comprise Relevant Funding) and those Placing Shares in respect of which such relief will not be sought (or which will otherwise not comprise Relevant Funding);
• that, if they are an existing shareholder of Ordinary Shares in the Company, they will not be eligible for EIS Relief in respect of any Placing Shares applied for by them;

Taxation

All times and dates in this Announcement (including this Appendix I to the Announcement) may be subject to amendment. Singer Capital Markets shall notify the Placees and any person acting on behalf of the Placees of any changes.

APPENDIX II

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