Result of Placing

Capitalised terms in this announcement have the same meaning as in the announcement issued at 07.00 a.m. today relating to the launch of the Fundraising (RNS Number: 6987A) unless otherwise indicated

Verici Dx plc

("Verici Dx" or the "Company")

Result of Placing

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, is pleased to announce that further to the Company's announcements earlier today, the Company has successfully concluded the Bookbuild for its Placing to raise gross proceeds of approximately £6.22 million ($7.89 million) (before expenses), through the placing of 69,111,111 Placing Shares with existing and new investors at the Issue Price of 9.0 pence. 86.87 per cent. of the Placing Shares are intended to be EIS/VCT qualifying (the "EIS/VCT Shares").

The 69,111,111 Placing Shares represent approximately 40.58 per cent. of the existing issued share capital of the Company.

Singer Capital Markets is acting as placing agent for and on behalf of the Company in respect of the Placing.

The Company has 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 the General Meeting and is therefore wholly conditional, inter alia, on the passing of the Resolutions by 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 further authority to issue and allot new Ordinary Shares to be obtained at the General Meeting is in addition to the Existing Authorities. The Existing Authorities will not be used by the Company for the purposes of issuing the New Ordinary Shares pursuant to the Fundraising and consequently, the Company will retain those Existing Authorities until its next annual general meeting when they are due to expire.

Admission

Subject to the passing of the Resolutions, application will be made to the London Stock Exchange for admission of the Placing Shares. It is expected that admission of the Placing Shares (along with any other New Ordinary Shares to be issued in connection with the proposed Retail Offer) will become effective and that dealings in all of the New Ordinary Shares to be issued pursuant to the Fundraising will commence at 8.00 a.m. on 20 February 2024 ("Admission").

Circular

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 made available on the Company's website at www.vericidx.com/investors/documents/ and its availability will be notified by way of a further announcement.

Retail Offer

As previously indicated, a Retail Offer is proposed to be launched via the BookBuild platform to provide existing retail Shareholders with an opportunity to take part in the Fundraising at the same Issue Price as the Placing. Further details about the Retail Offer will be provided by the Company by separate announcement in due course. The Retail Offer will close prior to the deadline for receipt of proxy voting forms for use in connection with the business of the General Meeting, and admission of and trading in the Retail Offer Shares is expected to take place as described above.

Sara Barrington, CEO of Verici Dx, commented:

"Verici Dx is grateful to its existing shareholders for their continued support and delighted to welcome those who will be new to the register. Following completion of the Fundraising, Verici Dx will be better capitalised to advance multiple growth initiatives in parallel, with the potential to build greater value in the Company and more quickly than would otherwise be the case. Verici Dx aims to become fully embedded in the transplant ecosystem to assist our customers to improve patients' lives throughout the transplant journey and this fundraise is a key step in achieving this goal."

Related Party Transactions - AIM Rule 13 Disclosures

Further to the announcement released by the Company at 7.00 a.m. on 24 January 2024 (RNS Number: 6987A), Christopher Mills / Harwood Capital LLP1 ("Harwood Capital") has confirmed its conditional participation in the Placing and will invest in 3,333,333 Placing Shares for consideration of £300,000 at the Issue Price. Immediately prior to this announcement, Harwood Capital owned 30,437,500 Ordinary Shares, representing approximately 17.87 per cent. of the Company's existing issued ordinary share capital. As a Substantial Shareholder (as defined in the AIM Rules), the participation of Harwood Capital in the Placing constitutes a related party transaction pursuant to Rule 13 of the AIM Rules.

Additionally, the Chairman of Verici Dx, Julian Baines, has conditionally participated in the Placing for, 277,777 Ordinary Shares at the Issue Price, raising gross proceeds of approximately £25,000.

The independent Directors, (being the Directors other than Julian Baines), having consulted with Singer Capital Markets as the Company's nominated adviser, consider that the participations by Harwood Capital and Julian Baines in the Placing are each fair and reasonable in so far as shareholders are concerned.

2 This assumes the issue of the 69,111,111 Placing Shares only and does take into account any new issuance under the Retail Offer

Admission

Application will be made to the London Stock Exchange for 60,038,866 EIS/VCT Shares and for at least 9,072,245 Non-EIS/VCT Placing Shares to be admitted to trading on AIM. The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of the Company, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

It is expected that that Admission of the Placing Shares will become effective at 8.00 a.m. on 20 February 2024.

Total Voting Rights

A further announcement will be made in relation to total voting rights in the Company's ordinary share capital following completion of the Retail Offer, when the total number of New Ordinary Shares to be issued pursuant to the Placing and the Retail Offer will be known.