Evgen Pharma - Acquisition, Fundraising and Change of Name

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES SECTION OFTHIS 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.

Evgen Pharma plc (AIM: EVG), the clinical stage drug development company developing sulforaphane-based medicines for the treatment of multiple diseases, announces that it has conditionally agreed to acquire the entire issued and to be issued share capital of Chronos Therapeutics Limited ("Chronos Therapeutics" or  "Chronos"), for an initial consideration of £899,481 payable in Ordinary Shares at a price of 1.44 pence per Ordinary Share, potentially increasing to up to c.£3.4 million subject to the achievement of certain milestones (the "Acquisition"). The Company further announces that it has conditionally raised £0.85 million (before expenses) via a Placing and Subscription and will seek authority to raise further funds on the same terms.

The Company has reserved its right, under the Acquisition Agreement, to issue consideration loan notes to Chronos Shareholders instead of Ordinary Shares in certain circumstances including in the event that the issue of Ordinary Shares might result in the Chronos Shareholders, as a whole, holding more than 29.9 per cent. of the Issued Share Capital.

To provide Shareholders who have not taken part in the Placing or the Subscription with an opportunity to participate in the Fundraising, the Company is offering up to 100,000,000 Retail Offer Shares at the Issue Price, via the Bookbuild Platform, to raise up to an additional £1.0 million (before expenses), by way of the Retail Offer.

The net proceeds of the Fundraising will be used by the Group for additional working capital and to maintain the Enlarged Group's patent portfolio whilst it seeks pre-clinical collaboration for either of the acquired assets and additional non-dilutive funding. The Group will also use the net proceeds to continue to support manufacturing for clinical stage asset SFX-01 in future glioblastoma and autism spectrum disorder clinical studies.

Additionally, the Board of the Company considers that alongside the Fundraising and Acquisition, now is the right time to re-launch the combined business under a new name better suited for the Enlarged Group going forward.  The Board is pleased therefore to announce the change of the Company's name to "TheraCryf" plc. The change of name is expected to be effective following the General Meeting and Admission.

The Company intends to publish and send a shareholder circular and notice of General Meeting (the "Circular") to Shareholders in connection with the Resolutions and the Fundraising on 19 March 2024.

The definitions of capitalised terms used herein are set out in Appendix IV to this Announcement.

Highlights:

• The Company has conditionally placed 79,400,000 new Ordinary Shares of £0.0025 each in the capital of the Company (the "Placing Shares") at a price of 1 pence per Placing Share (the "Issue Price") to raise approximately £0.8 million (before expenses) (the "Placing").
• The Company has also conditionally raised £56,000 by way of direct subscription for new Ordinary Shares by Company Directors and PDMRs, including amongst others, Dr Susan Foden (Chair), Dr Huw Jones (CEO) and Toni Hänninen (CFO). The Subscribers have agreed to subscribe for, in aggregate, 5,600,000 new Ordinary Shares (the "Subscription Shares") at the Issue Price (the "Subscription"). In addition to the Subscription as noted above, certain other PDMRs including Dr Helen Kuhlman (CBO) have subscribed for 3,000,000 new Ordinary Shares in aggregate via the Placing.
• In addition to the Subscription and the Placing, existing Shareholders will be given the opportunity to subscribe for, in aggregate, up to 100,000,000 new Ordinary Shares via the Bookbuild Platform (the "Retail Shares") at the Issue Price by way of a retail offer to raise up to an additional £1.0 million (before expenses) (the "Retail Offer" and together with the Placing and Subscription, the "Fundraising").
• Acquisition of Chronos Therapeutics, which features a neuropsychiatry portfolio including two assets developed to late pre-clinical stage and which sits within a resurgent area for Big Pharma, for £899,481 up front, and up to £2.5m in milestone payments, all in Evgen shares. Further details on this are included in the paragraphs below.
• Proposed change of name to TheraCryf plc, with a new TIDM of TCF. The change of name becoming effective will be announced separately by the Company post-Admission.
• The Issue Price represents a premium of approximately 5.26 per cent. to the closing mid-market price of 0.95 pence per Existing Ordinary Share on 18 March 2024, being the Latest Practicable Date.
• The Fundraising and the Acquisition are conditional, inter alia, upon the Resolutions being duly passed by Shareholders at the General Meeting to be held at 10:00 a.m. at the offices of Cavendish, One Bartholomew Close, London, EC1A 7BL on 4 April 2024. A detailed timetable of events is set out in Appendix II to this Announcement.

Dr Huw Jones, CEO of Evgen, commented:

"The addition of Chronos Therapeutics to the Group represents a considerable enlargement of our pipeline and the potential for major value inflection points. I would like to thank our shareholders and certain Chronos shareholders for participation in this placing and look forward to delivering long term shareholder value from the Enlarged Group."

Cavendish Capital Markets Limited ("Cavendish") is acting as Bookrunner in connection with the Placing.

The Company intends to publish and send the Circular to Shareholders on or around 19 March 2024. The Circular will also be available on the investor section of the Company's website (https://evgen.com/investors/) once published.

The person responsible for arranging the release of this Announcement on behalf of the Company is Toni Hänninen, Chief Financial Officer of the Company.

Shareholder Presentation

CEO, Dr Huw Jones, and CFO, Toni Hänninen and CBO, Dr Helen Kuhlman, will provide a live presentation on the acquisition of Chronos Therapeutics, the Placing and Subscription, the Retail Offer and the change of name as detailed in this Announcement and the Circular.

The presentation will take place via the Investor Meet platform on Wednesday 20 March at 10am GMT.

At this presentation the benefits of the Acquisition will be summarised by the Evgen management team. Given the Acquisition and the respective Fundraising are subject to approval at a General Meeting for Shareholders, there will be no Q&A.

The presentation is open to all existing and potential shareholders of Evgen and Chronos Therapeutics.

Investors can sign up to Investor Meet Company for free and add to meet Evgen at the link HERE. Investors who already follow Evgen Pharma plc on the Investor Meet Company platform will automatically be invited.

A recording of the presentation will be available shortly afterwards on the Evgen Pharma plc investor relations section of the website HERE