REG - Theracryf PLC - £4.25m Placing and Subscription, Notice of GM

TheracryfAnnouncement

19/02/2025 11:15

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RNS Number : 7150X  Theracryf PLC  19 February 2025

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
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DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE IN THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET
ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS
(AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED
IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF
SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE
INFORMATION.

 

TheraCryf plc

("TheraCryf " or the "Company" or "the Group")

Placing and Subscription to raise £4.25 million at a price of £0.0025 per
share

Appointment of Turner Pope as joint broker

and

Notice of General Meeting

The Board of TheraCryf plc (AIM: TCF), the clinical stage drug development
company focusing on oncology and neuropsychiatry, announces that it has
conditionally raised a total of £4.25 million (before expenses) by way of a
Placing and Subscription through the issue of, in aggregate, 1,700,000,000 new
ordinary shares of £0.0025 each ("Ordinary Shares") with existing and new
investors at an issue price of £0.0025 per Ordinary Share ("Fundraising").

The majority of the proceeds raised (circa £2.8 million) will be dedicated to
the completion of pre-clinical development of TheraCryf's orexin-1 antagonist
(Ox-1), with a smaller amount allocated to manufacturing of tablets for the
Company's other priority asset, SFX-01, in readiness for administration to
Glioblastoma (GBM) patients in 2026 under the grant programme to the Erasmus
Medical Centre, Rotterdam, Netherlands. The remainder of the proceeds will be
for maintenance of the Company's patent portfolio, to fund the key consultants
and advisers necessary to complete the Ox-1 programme and for general
corporate purposes, including maintaining a listing as a public company. The
Fundraising will ensure that the Company's cash runway is extended through the
end of 2026 to allow for these key inflection points to be delivered.

The Board will also be strengthened through the appointment of Dr Alastair
Smith as Chair, as announced earlier today (see separate announcement:
https://theracryf.com/news-media (https://theracryf.com/news-media/) ).

Turner Pope Investments (TPI) Limited ("Turner Pope") is acting as agent for
and on behalf of the Company in connection with the Fundraising and have been
appointed as joint broker to the Company.

A circular containing further details of the Fundraising and the notice of the
General Meeting to be held at Mereside - No 11 Lecture Theatre, Alderley Park,
Alderley Edge, Macclesfield, SK10 4TG on 7 March 2025 at 11:30 a.m. (the
"General Meeting") to, inter alia, approve the resolutions required to
implement the conditional element of the Fundraising ("Fundraising
Resolutions"), is expected to be published and despatched to Shareholders on
or around today's date (the "Circular"). Following its publication, the
Circular will be available on the Group's website at
https://theracryf.com/investors (https://theracryf.com/investors) . Set out in
Appendix I is an adapted extract from the Circular.

Highlights

·      The Fundraising will be undertaken in two tranches in order to
utilise the Company's existing authorities to allot and issue shares on a
non-pre-emptive basis. The Company has conditionally raised (before expenses):

 

o  approximately £199,211 by way of a firm placing  ("Firm Placing") of
79,684,473 new Ordinary Shares at £0.0025 per share (the "Issue Price") (the
"Firm Placing Shares"), and it is expected that Admission of the Firm Placing
Shares will become effective and that dealings in the Firm Placing Shares will
commence at 8.00 a.m. on 21 February 2025, or such later time and/or dates as
Turner Pope and the Company may agree (being in any event no later than 8.00
a.m. on 31 March 2025) ("First Admission");

 

o  approximately £3,022,789 by way of a conditional placing ("Conditional
Placing") of 1,209,115,527 new Ordinary Shares at the Issue Price (the
"Conditional Placing Shares"), subject to shareholder approval at the General
Meeting. It is expected that Admission of the Conditional Placing Shares will
become effective and that dealings will commence in the Conditional Placing
Shares at 8.00 a.m. on 11 March 2025 or such later time and/or dates as Turner
Pope and the Company may agree (being in any event no later than 8.00 a.m. on
31 March 2025) ("Second Admission");

 

o  a further £28,000 by way of a direct subscription (the "Director and PDMR
Subscription") for new Ordinary Shares by the Directors and persons
discharging managerial responsibilities ("PDMRs") of the Company, including
 Dr Alastair Smith (Chair), Dr Huw Jones (CEO) and Toni Hänninen (CFO). The
Directors and PDMRs have agreed to subscribe for, in aggregate 11,200,000 new
Ordinary Shares (the "Subscription Shares") at the Issue Price. The
Subscription Shares will form part of Second Admission, following shareholder
approval at the General Meeting; and

 

o  a direct subscription of £1,000,000 by Tracarta Limited for 400,000,000
new Ordinary Shares (the "Tracarta Subscription")(the Director and PDMR
Subscription and the Tracarta Subscription, together being the
"Subscription").

 

·      The Conditional Placing and the Subscription is conditional,
inter alia, upon the Fundraising Resolutions being duly passed by Shareholders
at the General Meeting to be held at 11:30 a.m. at Mereside - No 11 Lecture
Theatre, Alderley Park, Alderley Edge, Macclesfield, SK10 4TG on 7 March 2025.
 

 

·      Shareholders should be aware that if the Fundraising Resolutions
are not passed at the General Meeting, the Conditional Placing and the
Subscription will not proceed. The Firm Placing is not conditional on
shareholder approval or on completion of the Conditional Placing or the
Subscription occurring and so there is a possibility that the Firm Placing may
complete, and the Firm Placing Shares are issued, but that the Conditional
Placing and the Subscription does not complete.

 

·      The proceeds of the Fundraising will be used by the Company to
take its acquired Orexin-1 antagonist to the key inflection point of clinical
trial readiness and for the manufacturing of tablets for the Company's other
priority asset, SFX-01, in readiness for administration to GBM patients in
2026. The Fundraising will ensure that the Company's cash runway is extended
by more than one year to allow for these key inflection points to be
delivered.

 

·      The Subscription by certain Directors and PDMRs constitutes a
related party transaction for the purposes of the AIM Rules for Companies. The
Independent Director for the purposes of the Fundraising, Dr Alan Barge,
considers, having consulted with Cavendish Capital Markets Limited
("Cavendish") (the Company's nominated adviser), that the terms of the
Directors' and PDMRs' participation in the Fundraising are fair and reasonable
insofar as the Company's Shareholders are concerned.

 

·      Further to the earlier announcement, Dr Alastair Smith has been
appointed by the Company as Non-executive Chair. He has agreed to take his
directorship fee in new Ordinary Shares rather than cash for the first 12
months of his directorship and he will therefore be allotted 18,324,000 new
Ordinary Shares in April 2025.

 

Admission, Settlement and Dealings

Application will be made to London Stock Exchange plc ("London Stock
Exchange") for admission of the Firm Placing Shares and, subject to the
passing of the Fundraising Resolutions, application will be made to London
Stock Exchange for the admission of the Conditional Placing Shares and the
Subscription Shares, to trading on AIM, being the market of that name operated
by London Stock Exchange.

In accordance with the terms of the Placing Agreement, the Firm Placing and
the Conditional Placing (together, the "Placing") is conditional upon, amongst
other things, the conditions in the Placing Agreement being satisfied or (if
applicable) waived and the Placing Agreement not having been terminated in
accordance with its terms prior to First Admission (in respect of the Firm
Placing Shares) or Second Admission (in respect of the Conditional Placing
Shares and the Subscription Shares).

In addition to the passing of the Fundraising Resolutions at the General
Meeting, the Conditional Placing and Subscription, are conditional
upon, inter alia, Second Admission becoming effective.

Following Second Admission, the Company will have 2,129,622,422 new Ordinary
Shares in issue. The new Ordinary Shares will, when issued, be fully paid and
will 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 after the date of issue.

Dr Huw Jones, CEO of TheraCryf, said:

"We believe that this proposed fundraising will enable us to take our acquired
Orexin-1 antagonist to the key inflection point of clinical trial readiness,
allowing us to unlock potential commercial opportunities. Current funds have
been focused on maintaining the status quo and supporting our glioblastoma
programme. We are aiming to build substantial value quickly. We expect that
having another clinic-ready asset will enable us to do this, broadening the
pipeline and the opportunities for monetisation.

Raising funds in the current market environment has been very tough, hence the
substantial discount. However, we have been pleased with the support we have
received, especially from our new investors and certain existing investors.
They have very much understood the future commercial direction of Ox-1 and the
role this asset will play in building long term value for the Company.

I'd also like reiterate a warm welcome to Dr Alastair Smith our incoming
chair. Our early interactions with him have already been highly productive and
I know Alastair will add great value to our board and commercial direction."

Dr Helen Kuhlman, CBO of TheraCryf added:

"This additional funding will allow us to progress our new Orexin-1 receptor
antagonist asset, with the aim of increasing its attractiveness to potential
partners and elevating its commercial value. The addiction market alone is
currently worth $40bn worldwide and it is an area seeing increased attention
from acquisitive pharma due to the lack of suitable drug candidates currently
in development.

We believe the data behind Ox-1 is compelling and marks it as having
class-leading potential; developing it further will serve to build a
stronger data package to engage potential partners."

 

Enquiries:

 

 TheraCryf plc                                               +44 (0)1625 315 090

Dr Alastair Smith, Chair
enquiries@theracryf.com

 Dr Huw Jones, CEO

Toni Hänninen, CFO

 Dr Helen Kuhlman, CBO
 Cavendish Capital Markets (NOMAD & Joint Broker)            +44 (0)20 7220 0500
 Geoff Nash / Teddy Whiley / Rory Sale (Corporate Finance)

Nigel Birks / Harriet Ward (ECM)
 Turner Pope Investments (Joint Broker)                      +44 (0)20 3657 0050

 James Pope / Andy Thacker
 Vigo Consulting                                             +44 (0)20 7390 0231

                                                           theracryf@vigoconsulting.com
 Rozi Morris

 

About TheraCryf plc

 

TheraCryf is the clinical stage drug development company focussing on oncology
and neuropsychiatry. The Company has a broad clinical and preclinical pipeline
in indications including glioblastoma (orphan indication), neurodevelopmental
disorders, addiction, anxiety and narcolepsy.

 

The Company's strategy is to generate compelling data sets to pre-clinical
and/or clinical proof of concept and partner its clinical programmes with
mid-size to large pharma for larger trials and commercialisation. As well as a
number of industry partnerships with companies, including Stalicla SA, in
neurodevelopmental disorders, the Company has sourced know how for programmes
from companies such as Shire (now Takeda).

 

TheraCryf has worked with and has ongoing collaborations with major
universities and hospitals such as the University of Manchester, La Sapienza
(Università di Roma), the Erasmus Medical Centre, Rotterdam, King's College
London and the University of Michigan.

 

The Company has its headquarters and registered office at Alderley
Park, Cheshire. It is quoted on AIM in London and trades under the ticker
symbol TCF. 

 

For further information, please visit: www.theracryf.com

The Company's LEI is 213800NO3E6TSTQO8K20

This Announcement should be read in its entirety. In particular, the
information in the "Important Notices" section of the Announcement should be
read and understood.

Notes:

References to times in this Announcement are to London time unless otherwise
stated.

The times and dates set out in the expected timetable of principal events
above and mentioned throughout this Announcement may be adjusted by the
Company in which event the Company will make an appropriate announcement to a
Regulatory Information Service giving details of any revised dates and the
details of the new times and dates will be notified to the London Stock
Exchange and, where appropriate, Shareholders. Shareholders may not receive
any further written communication.

The person responsible for arranging for the release of this Announcement is
Geoff Nash.

Further information on the Fundraising and Admission is included in Appendix I
below.

IMPORTANT INFORMATION

This Announcement has been issued by, and is the sole responsibility, of the
Company.

Cavendish, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting as nominated adviser to the
Company. Cavendish is not acting for, and will not be responsible to, any
person other than the Company and is not advising any other person or
otherwise responsible to any person for providing the protections afforded to
clients of Cavendish or for advising any other person in respect of the
Fundraising or any transaction, matter or arrangement referred to in this
Announcement. Cavendish has not authorised the contents of this Announcement
and, apart from the responsibilities and liabilities, if any, which may be
imported on Cavendish by the Financial Services and Markets Act 2000 (as
amended) ("FSMA") or the regulatory regime established thereunder, no
liability is accepted by Cavendish for the accuracy of any information or
opinions contained in or for the omission of any information from this
Announcement, for which the Company and the Directors are solely responsible.
Cavendish accordingly disclaims all and any liability whether arising in tort,
contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

Turner Pope, which is authorised and regulated in the UK by the FCA, is acting
exclusively for the Company and no one else in relation to the Fundraising.
Turner Pope is not acting for, and will not be responsible to, any person
other than the Company and is not advising any other person or otherwise
responsible to any person for providing the protections afforded to clients of
Turner Pope or for advising any other person in respect of the Fundraising or
any transaction, matter or arrangement referred to in this Announcement.
Turner Poper has not authorised the contents of this Announcement and, apart
from the responsibilities and liabilities, if any, which may be imported on
Turner Pope by FSMA or the regulatory regime established thereunder, no
liability is accepted by Turner Pope for the accuracy of any information or
opinions contained in or for the omission of any information from this
Announcement, for which the Company and the Directors are solely responsible.
Turner Pope accordingly disclaims all and any liability whether arising in
tort, contract or otherwise (save as referred to above) in respect of this
Announcement or any such statement.

This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain any invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company. In particular, the new Ordinary
Shares have not been, and will not be, registered under the United States
Securities Act of 1933 as amended (the "Securities Act") or qualified for sale
under the laws of any state of the United States or under the applicable laws
of any of Canada, New Zealand, Australia, Japan, or the Republic of South
Africa ("Restricted Jurisdictions"), and may not be offered or sold in the
United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and the
securities laws of any relevant state or other jurisdiction of the United
States.  The Placing Shares may not be offered or sold to, or for the account
or benefit of, US persons (as such term is defined in Regulation S under the
Securities Act) or to any national, resident or citizen of Canada, New
Zealand, Australia, Japan, or the Republic of South Africa. There will be no
public offering of the Placing Shares in the United States or elsewhere.

The distribution or transmission of this Announcement and the offering of the
new Ordinary Shares in certain jurisdictions other than the UK may be
restricted or prohibited by law or regulation. Persons distributing this
Announcement must satisfy themselves that it is lawful to do so. Any failure
to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction. No action has been taken by the Company that
would permit an offering of such shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
shares in any jurisdiction where action for that purpose is required. Persons
into whose possession this Announcement comes are required by the Company to
inform themselves about, and to observe, such restrictions. In particular,
this Announcement may not be distributed, directly or indirectly, in or into a
Restricted Jurisdiction. Overseas shareholders and any person (including,
without limitation, nominees and trustees), who have a contractual or other
legal obligation to forward this Announcement to a jurisdiction outside the UK
should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all
statements other than statements of historical fact, including, without
limitation, those regarding the Company's financial position, business
strategy, plans and objectives of management for future operations, or any
statements preceded by, followed by or that include the words "targets",
"believes", "expects", "aims", "intends", "will", "may", "anticipates",
"would", "could" or similar expressions or negatives thereof. Such
forward-looking statements involve known and unknown risks, uncertainties and
other important factors beyond the Company's control that could cause the
actual results, performance or achievements of the Group to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Such forward-looking statements
are based on numerous assumptions regarding the Company's present and future
business strategies and the environment in which the Company will operate in
the future. These forward-looking statements speak only as at the date of this
Announcement. The Company expressly disclaims any obligation or undertaking to
disseminate any updates or revisions to any forward-looking statements
contained herein to reflect any change in the Company's expectations with
regard thereto or any change in events, conditions or circumstances on which
any such statements are based unless required to do so by applicable law or
the AIM Rules for Companies.

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by Cavendish, Turner Pope or by any of their respective representatives as to,
or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to
any interested party or its advisers, and any liability therefor is expressly
disclaimed.

No statement in this Announcement is intended to be a profit forecast and no
statement in this Announcement should be interpreted to mean that earnings per
share of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per share of the
Company.

This Announcement does not constitute a recommendation concerning any
investor's option with respect to the Placing. Each investor or prospective
investor should conduct his, her or its own investigation, analysis and
evaluation of the business and data described in this announcement and
publicly available information.

The new Ordinary Shares will not be admitted to trading on any stock exchange
other than the AIM market of the London Stock Exchange.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

The price and value of securities can go down as well as up. Past performance
is not a guide to future performance.

Information to Distributors

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company, Cavendish, Turner Pope or any of their affiliates that would
permit an offering of the Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to the
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company, Cavendish and Turner Pope to inform themselves about, and to observe,
such restrictions.

UK Product Governance Requirements

Solely for the purposes of the Product Governance requirements contained
within Chapter 3 of the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK 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 Product
Governance Requirements) may otherwise have with respect thereto, the new
Ordinary Shares have been subject to a product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an end target
market of investors who meet the criteria of professional clients and eligible
counterparties, each as defined in the FCA Handbook Conduct of Business
Sourcebook; and (ii) eligible for distribution through all distribution
channels as are permitted by UK Product Governance Requirements (the "UK
Target Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the New Ordinary Shares may
decline and investors could lose all or part of their investment; the New
Ordinary Shares offer no guaranteed income and no capital protection; and an
investment in the New Ordinary 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 the requirements of
any contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the UK Target Market
Assessment, Turner Pope will only procure investors who meet the criteria of
professional clients and eligible counterparties.

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 the FCA Handbook Conduct of
Business Sourcebook; 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 New Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the New Ordinary Shares and determining appropriate
distribution channels

EU Product Governance Requirements

1.                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 and
(c) local implementing measures (together the "EU Product Governance
Requirements") and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes of the EU
Product Governance Requirements) may otherwise have with respect thereto, the
New Ordinary Shares have been subject to product approval process, which has
determined that the New Ordinary Shares are: (i) compatible with an end target
market of (a) investors who meet the criteria of professional clients and (b)
eligible counterparties, each as defined in MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by EU Product
Governance Requirements (the "EU Target Market Assessment"). Notwithstanding
the EU Target Market Assessment, distributors should note that: the price of
the New Ordinary Shares may decline and investors could lose all or part of
their investment; the New Ordinary Shares offer no guaranteed income and no
capital protection; and an investment in the New Ordinary 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.

2.                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, Cavendish will only procure
investors who meet the criteria of professional clients and eligible
counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; 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 New Ordinary Shares.

3.                Each distributor is responsible for
undertaking its own target market assessment in respect of the New Ordinary
Shares and determining appropriate distribution channels.

APPENDIX I

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

                                                                                                                                                                 2025
 Announcement of the Fundraising                                                19 February

 Publication and posting of the Circular and accompanying form of proxy ("Form  19 February
 of Proxy")
 First Admission and commencement of dealings in the Firm Placing Shares        21  February
 Firm Placing Shares credited to CREST Members' accounts or certificated        21 February
 accounts
 Latest time and date of receipt of Form of Proxy, CREST and Proximity voting   11.30 a.m. on 5 March
 instructions
 General Meeting                                                                11.30 a.m. on 7 March
 Announcement of result of the General Meeting                                  7 March
 Second Admission and commencement of dealings in the Conditional Placing       8.00 a.m. on 11 March 2025
 Shares and the Subscription Shares on AIM
 Conditional Placing Shares and the Subscription Shares credited to respective  11 March
 CREST or certificated accounts

 Despatch of definitive share certificates                                      within ten Business Days of First Admission or Second Admission (as
                                                                                applicable)

Notes

(1)   Each of the times and dates set out in the above timetable and
mentioned in this Announcement is subject to change by the Company (with the
agreement of Turner Pope), in which event details of the new times and dates
will be notified to the London Stock Exchange and the Company will make an
appropriate announcement to a Regulatory Information Service.

(2)  References to times in this Announcement are to London time (unless
otherwise stated).

KEY STATISTICS

 Issue Price (per Fundraising Share)                                               £0.0025
 Number of Ordinary Shares in issue                                                429,622,422

 Placing
 Total Number of Placing Shares to be issued pursuant to the Placing               1,288,800,000
 Number of Firm Placing Shares                                                     79,684,473
 Number of Conditional Placing Shares                                              1,209,115,527
 Placing Shares as a percentage of the issued share capital((1))                   Approx. 300%
 Subscription
 Number of Subscription Shares to be issued pursuant to the Subscription           411,200,000

 Total new Ordinary Shares to be issued in connection with the Fundraising         1,700,000,000
 ("Fundraising Shares")

 Total number of Ordinary Shares in issue immediately following First Admission    509,306,895
 Total number of Ordinary Shares in issue immediately following Second             2,129,622,422
 Admission
 Total number of Fundraising Shares as a percentage of the total issued share      79.8%
 capital immediately following Second Admission
 Gross proceeds of the Firm Placing                                                £199,211
 Gross proceeds of the Conditional Placing and Subscription                        £4,050,789
 Gross proceeds of the Fundraising                                                 £4,250,000
 TIDM                                                                              TCF
 SEDOL Code                                                                        GB00BSVYN304
 ISIN Code for Ordinary Shares                                                     BSVYN30

 

(The above assumes that there are no further issues of Ordinary Shares between
the date of this Announcement and First Admission and Second Admission,
respectively (save for the Fundraising Shares)).

 

Related party transactions

Certain Directors and PDMRs are subscribing for new Ordinary Shares amounting
to an aggregate subscription for 11,200,000 new Ordinary Shares through the
Subscription, as follows:

 Director or PDMR             Number of Ordinary Shares held on the date of the Circular  Number of Subscription Shares being subscribed  Total number of Ordinary Shares immediately following Second Admission  Percentage of Enlarged Share Capital following Second Admission*
 Dr Huw Jones (CEO)           3,184,793                                                   2,000,000                                       5,184,793                                                               0.2%

 Dr Glen Clack****

 Toni Hanninen (CFO)*         1,000,000                                                   2,000,000                                       3,000,000                                                               0.1%

 Dr Alastair Smith (Chair)**  0                                                           4,000,000                                       4,000,000                                                               0.2%

 Dr Nicholas Mallard (PDMR)   2,020,771                                                   1,200,000                                       3,220,771                                                               0.2%
 Dr Glen Clack***(PDMR)       1,000,000                                                   2,000,000                                       3,000,000                                                               0.1%

_____________

* Toni Hanninen is participating via Borealito GmbH (a company wholly owned by
him).

** In addition to his subscription for 4,000,000 Ordinary Shares as part of
the Fundraising, Dr Alastair Smith's directorship fee for at least the next 12
months will be paid to him in Ordinary Shares, being 18,324,000 Ordinary
Shares which will be allotted to him in April 2025.

***Dr Glen Clack is participating via Ailse Oncology Ltd.

The entering into the Subscription Letters with the Company and the
participation in the Fundraising by Dr Huw Jones, Toni Hänninen, Dr Alastair
Smith, Dr Nichloas Mallard and Dr Glen Clack constitute related party
transactions under the AIM Rules by virtue of them each being Directors or
PDMRs. The independent Director for the purposes of this transaction, Dr Alan
Barge, considers, having consulted with Cavendish (as the Company's nominated
adviser), that the terms of the Directors' and PDMRs' participation in the
Fundraising are fair and reasonable insofar as the Company's shareholders are
concerned.

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