Result of Retail Offer

The Board of Xeros Technology Group (the "Company") is pleased to announce that the Retail Offer launched on 4 April 2024 has now closed, raising in aggregate approximately £0.11 million through the issuance of 7,101,330 Retail Offer Shares at a price of 1.5 pence each.

Accordingly, the Company has conditionally raised total gross proceeds of approximately £4.66 million in aggregate by way of the Placing, the Subscription and the Retail Offer.

15,098,290 Firm Placing Shares were admitted to trading on AIM on 5 April 2024 under the First Admission, and applications have been made to the London Stock Exchange for the admission of a total of 295,691,271 New Ordinary Shares pursuant to the Second Admission. The Second Admission comprises (i) 287,756,609 Conditional Placing Shares; (ii) 833,332 Subscription Shares and (iii) 7,101,330 Retail Offer Shares. These new Ordinary Shares will rank pari passu with the Existing Ordinary Shares. Admission of the Conditional Placing Shares, Subscription Shares and Retail Offer Shares is expected to occur on 26 April 2024, subject to Shareholders passing the proposed Resolutions at the General Meeting to be held on 25 April 2024.

Unless otherwise defined, all capitalised terms used but not defined in this announcement shall have the meaning given to them in the announcement of the Fundraising made by the Company on 4 April 2024.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Retail Offer Shares have been subject to a product approval process, which has determined that the Retail Offer 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 paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Retail Offer Shares may decline and investors could lose all or part of their investment; the Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the Retail Offer 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 UK Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Retail Offer.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Retail Offer Shares and determining appropriate distribution channels.

EU Product Governance Requirements