Incanthera PLC - Subscription, Directors' Dealing and RPT

                                                                                30 June 2025      

Incanthera plc

("Incanthera" or the "Company")

Subscription, Director Dealing, Related Party Transaction

Debt Settlement, Grant of Warrants

and Issue of Equity

Incanthera plc (AQSE:INC), the company focused on innovative technologies in dermatology and oncology announces the completion of a subscription with new and existing investors participating raising in aggregate approximately £508,000.

Details of the Subscription

Following discussions with a number of institutional and other investors, Stanford Capital Partners Ltd, the Company's broker has completed a fundraise of £508,000 via subscriptions for 14,514,286 new ordinary shares of £0.02 ("Ordinary Shares") each in the Company (the "Subscription Shares") at a price of £0.035 per ordinary share ("Issue Price"), being the mid-market closing price on 27 June 2025, made by new and existing investors; all the Directors of the Company; non-director members of the management team and Stuart Robertson, director of the Company's subsidiary Skin + Cell AG.

The details of the Directors' holdings are outlined at the back of this announcement.

Use of Proceeds

On 2 June 2025, the Company announced the signing of a business agreement with a global Direct To Customer ("DTC") marketing agency for the launch of Skin + CELL, its premium skin care range. Skin + CELL launching in Q3 2025, via a traditional and digital marketing strategy, executed by influencer and brand ambassador campaigns, with sales satisfied through a dedicated Skin + CELL e-commerce website, designed to market the full product range, and to receive sales orders.

Proceeds of the Subscription will be used to fund the initial costs of the DTC launch. As a result of the support received in this fundraising from existing institutional shareholders, management and new investors, the Company is now in a position to accelerate the timing of the launch of Skin + Cell to early August 2025.

Debt Settlement and Grant of Warrants

Additionally, the Company announces that it has agreed to settle outstanding debts owed to creditors, representing in aggregate £72,000 via the issue of 2,057,143 new Ordinary Shares at the Issue Price ("Debt Settlement Shares").

The Company also announces that it has issued 781,166 warrants over Ordinary Shares in the Company ("Warrants") to advisors.

Admission and Total Voting Rights

Admission of the Subscription Shares and the Debt Settlement Shares (together, the "Shares") to trading on the AQSE Growth Market ("Admission") which will rank pari passu with the existing ordinary shares is anticipated to occur at 8.00 a.m. on or around 3 July 2025.

Following Admission of the 16,571,429 Shares, the Company's enlarged issued share capital will comprise 137,938,074 ordinary shares. The Company does not hold any shares in treasury. The figure of 137,938,074 ordinary shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure and Transparency Rules.

Related Party Transactions

The participation of the Directors, non-director members of the management team and Stuart Robertson in the Subscription constitutes a related party transaction under Rule 4.6 of the AQSE Growth Market Rulebook (the "Transaction"). As all of the Company's directors are participating in the Subscription, there are no directors independent of the Transaction to confirm that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned as is required pursuant to Rule 4.6.

Consequently, Cairn Financial Advisers LLP, the Company's AQSE Corporate Adviser confirms that it believes that the terms of the Transaction are fair and reasonable insofar as shareholders are concerned.

Commenting on the Subscriptions, Tim McCarthy, Chairman of Incanthera plc said:

"We are delighted to receive the support of both existing and new shareholders and thank them all for their participation in this fundraise.

"Preparations for the launch of Skin + CELL are in excellent order, and as a result of the fundraise announced today we will be able to accelerate the launch to early August 2025.

We look forward to updating the market further as we progress."

This announcement contains inside information as stipulated under the UK version of the Market Abuse Regulation no 596/2014 which is part of English law by virtue of the European (withdrawal) Act 2018, as amended. On publication of this announcement via a regulatory information service, this information is considered to be in the public domain.

For further information please contact:

Notes to Editors

About Incanthera plc

Incanthera is a specialist company focused on innovative technologies in dermatology and oncology. It seeks to identify and develop innovative solutions to current clinical, commercially relevant unmet needs, utilising new technology from leading specialists and academic institutions as well as its in-house development team.

The Company originated from the Institute of Cancer Therapeutics ("ICT") at the University of Bradford.  Incanthera's strategy is to develop each candidate in its portfolio from initial acquisition or discovery to securing its future through commercially valuable partnerships at the earliest opportunity in its development pathway.

For more information on the Company please visit: www.incanthera.com

@incantheraplc

About Skin + CELL

Skin + CELL is Incanthera's luxury skincare brand utilising our ground-breaking formulation and delivery expertise, to bring scientifically proven formulations to cosmetics. Skin + CELL's complementary range of products are based on advanced, clinically designed, formulation concentrates which combine leading edge delivery enhancement technology with selected prestige cosmetic ingredients to give an effective product which gives a silky emollience in use and leaves the skin visibly radiant, energised and protected.

Incanthera's new bioactive skincare technology has been developed by our in-house experts who have previously formulated topical products for some of the world's leading skincare and pharmaceutical companies. The formulations fortify otherwise depleted physiological pathways to improve the skin's performance, ability to self-repair and to address previously unmet cosmetic conditions in skin health.

Skin + CELL's luxury skincare current range extends across face, body, hand, face serum and eye cream, and will also include bioactive SPF concentrations and further derivatives of vitamins in the future.

Director Forms

Following the Subscription, the Directors of the Company will hold the following number of shares in the Company: