Launch of Retail Offer

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF VERICI DX PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS.

Verici Dx plc

("Verici" or the "Company")

Retail Offer for up to £0.28 million

Verici Dx plc (AIM: VRCI), a developer of advanced clinical diagnostics for organ transplant, is pleased to announce a retail offer to existing retail shareholders of the Company via the BookBuild Platform (the "Retail Offer") to raise up to £0.28 million 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 3,111,111 new Ordinary Shares (the "Retail Offer Shares") will be made available at a price of 9.0 pence per Retail Offer Share (the "Issue Price").

In addition to the Retail Offer, the Company announced on 24 January 2024 the successful conditional placing of 69,111,111 new Ordinary Shares (the "Placing Shares") at the Issue Price to raise £6.22 million (before expenses) through an accelerated bookbuild process (the "Placing") (together with the Retail Offer, the "Fundraising").

A separate announcement has been made regarding the Placing and its terms which also sets out the reasons for the Fundraising and the use of Fundraising proceeds. The Retail Offer is not part of the Placing and completion of the Placing is not conditional on the completion of the Retail Offer.

The Retail Offer is wholly conditional upon, inter alia, (i) on certain resolutions, which are required to implement the Fundraising, being duly passed by the shareholders of the Company at the general meeting proposed to be held at 12 p.m. on 19 February 2024 at Shoosmiths LLP's office in London at No. 1 Bow Churchyard, London, EC4M 9DQ (the "General Meeting"), (ii) admission of the Retail Offer Shares to trading on AIM and (iii) completion of the Placing and admission of the Placing Shares to trading on AIM. Admission of the Retail Offer Shares is expected to take place and dealings in the Retail Offer Shares are expected to commence at 8.00 a.m. on 20 February 2024 ("Admission").

A circular containing a notice convening the General Meeting, is expected to be despatched to shareholders shortly and the circular, once published, will be available on the Company's website at www.vericidx.com/investors/documents/.

Expected Timetable of Principal Events in connection with the Retail Offer

Retail Offer via BookBuild Platform

The Company values its existing retail shareholder base and believes that it is appropriate to provide its eligible existing retail shareholders in the United Kingdom the opportunity to participate in the Fundraising though the Retail Offer.

The Company is making the Retail Offer available in the United Kingdom through certain financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/21EL3Q/authorised-intermediaries.

Existing retail shareholders can contact their broker or wealth manager ("Intermediary") to participate in the Retail Offer. In order to participate in the Retail Offer, each Intermediary must be on-boarded onto the BookBuild Platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any Intermediary that elects to receive a commission and/or fee (to the extent permitted by the Handbook Rules of the Financial Conduct Authority ("FCA")) from the Retail Offer Coordinator (on behalf of the Company).

The Retail Offer will open to eligible investors in the United Kingdom following release of this announcement. The Retail Offer is expected to close at 1.00 p.m. on 13 February 2024. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

Eligible retail shareholders seeking to invest in Retail Offer Shares may be eligible for relief under the Enterprise Investment Scheme ("EIS"). Further information in relation to the potential eligibility of the Retail Offer Shares under the EIS is provided below. If investors wish to seek relief under EIS, they should indicate their interest through an Intermediary as part of their participation in the Retail Offer (where such facility is available) and by also emailing the Company Secretary, Salim Hamir, via SHamir@vericidx.com.

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA(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 FCA's Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) ("MAR") as it forms part of the United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £200 per eligible investor under the terms of the Retail Offer. There is no maximum application amount per eligible investor under the terms of the Retail Offer, though note the total size of the Retail Offer (as referenced above) and the discretion the Company has to scale back applications. The terms and conditions on which eligible investors subscribe will be provided by the relevant Intermediaries including relevant commission or fee charges.

Enterprise Investment Scheme ("EIS")

The Company last applied for and received advance assurance on 22 October 2020 from HM Revenue & Customs ("HMRC") to the effect that certain Verici Dx Shares will be 'eligible shares' for the purposes of the EIS ("EIS Advance Assurance"), meaning that they are eligible for certain tax relief pursuant to Part 5 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein ("EIS Relief").

The Company has not since applied for an updated EIS Advance Assurance from HMRC and accordingly there can be no assurance that such EIS Relief will be available or, if it is, whether individual investors will be able to receive EIS Relief in respect of the Retail Offer Shares they subscribe for under the Retail Offer. 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 status of the Retail Offer Shares as 'eligible shares' for EIS purposes will in any event be conditional (amongst other things) on the conditions for eligibility 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, in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any investor who is in any doubt as to his taxation position under the EIS legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Information to Distributors

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