Proposed Placing and Acquisitions

Vulcan Two Group PLC

26 February 2026

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED) ("MAR").

FOR IMMEDIATE RELEASE

26 February 2026

Vulcan Two Group plc

(the "Company" or "Vulcan Two")

Proposed acquisition of CloudRx Holdings Limited

Proposed acquisition of Hyperdrug Pharmaceuticals Ltd

Proposed acquisition of Webmed Pharmacy Ltd

Proposed Placing

Readmission of the Enlarged Share Capital to trading on AIM

Vulcan Two Group plc, the company aiming to create the UK's leading regulated ePharmacy through buy-and-build, announces that it has conditionally agreed to acquire three companies in the UK ePharmacy market, being CloudRx Holdings Limited ("CloudRx"), Hyperdrug Pharmaceuticals Ltd ("Hyperdrug") and Webmed Pharmacy Ltd ("Webmed") (each of Hyperdrug, Webmed and CloudRx, being a "Target") (and together, the "Acquisitions"). The total maximum consideration for the Acquisitions is approximately £41.7 million, of which approximately £37.1 million is payable in cash on completion of the Acquisitions.

To satisfy the cash consideration payable for the Acquisitions, the Company also announces that it proposes to raise gross proceeds of £40 million, by way of an institutional placing of new Ordinary Shares (the "Placing") at a price of 200 pence per share (the "Placing Price"). The Placing will be conducted by way of an accelerated bookbuild ("ABB"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix B of this Announcement.

The Acquisitions, individually and collectively, constitute a Reverse Takeover pursuant to Rule 14 of the AIM Rules for Companies and, as such, are, together with the Placing, subject to Shareholder approval at a General Meeting. An Admission Document containing details of the Acquisitions and the Placing and containing a notice of the general meeting will be published in the coming days and will be made available to view on the Company's website at www.vulcantwo.com. Canaccord Genuity Limited is acting as Nominated Adviser, Sole Bookrunner and Sole Broker to the Company.

Transaction Highlights

·	Acquisition of three UK ePharmacy companies for a combined consideration of up to £41.7 million.
·	Proposed Placing to raise gross proceeds of £40 million, comprised of a Non-VCT Placing of £35 million and a VCT Placing of £5 million.
·	Net proceeds of the Placing, together with the existing cash in the Group, will be used to satisfy the initial cash consideration for the Acquisitions, provide working capital for the Enlarged Group, provide available cash for further bolt-on acquisitions and to support future trading growth.
·	Placing Price of 200 pence per share, representing a 9.1 per cent. discount to the mid-market closing price of 220 pence per share on 25 February 2026, being the last practicable date prior to the publication of this Announcement.
·	The Directors believe that the growth of the Enlarged Group will be supported by strong market tailwinds and driven by targeted sales initiatives, scalable infrastructure and a drive to best-in-class service.
·	The Enlarged Group is expected to show underlying profitability and cash generation, generating over £35 million revenue, with a high proportion of recurring revenues.*

*Underlying profitability and cash generation refer to profit and cash produced from core operations, excluding items such as amortisation.

Michael Kraftman, Chief Executive Officer of Vulcan Two, commented:

"We are delighted to announce the Acquisitions which will serve as the foundation on which we will aim to build the UK's leading regulated ePharmacy platform. This significant milestone marks the beginning of an exciting new chapter as we work to integrate the Targets and pursue our strategy as stated at IPO, supported by strong market tailwinds. We believe we are well positioned for the future, and look forward with great excitement to further opportunities ahead."

For further information please contact:

Vulcan Two Group plc Michael Kraftman, Chief Executive Officer Brendan O'Brien, Chief Operating Officer www.vulcantwo.com	Email: [e-mail]
Canaccord Genuity Limited (Nominated Adviser, Sole Bookrunner and Sole Broker) Simon Bridges / Harry Pardoe / Elizabeth Halley-Stott	Tel: [phone]
Alma Strategic Communications (Financial PR) Justine James / Sam Modlin / Will Merison	Email: [e-mail] Tel: [phone]

Expected timetable of principal events

Publication of this Announcement	26 February 2026
Publication of the Admission Document	on or around 27 February 2026
Latest time and date for receipt of Form of Proxy and CREST voting instructions	10.00 a.m. on 13 March 2026
General Meeting	10.00 a.m. on 17 March 2026
VCT Admission occurs and commencement of dealings in the VCT Placing Shares	8.00 a.m. on 18 March 2026
VCT Placing Shares credited to CREST accounts, where applicable, by	18 March 2026
Readmission occurs and commencement of dealings in the Existing Ordinary Shares and the New Ordinary Shares, including, the Non-VCT Placing Shares and the Consideration Shares	8.00 a.m. on 19 March 2026
Non-VCT Placing Shares and Consideration Shares credited to CREST accounts, where applicable, by	19 March 2026
Despatch of definitive share certificates (where applicable)	within 10 Business Days of Readmission

Notes:

All times are London, UK times. Each of the times and dates in the above timetable is indicative only and is subject to change without further notice at the absolute discretion of the Company and Canaccord Genuity.

VCT investors should be aware that an investment in the VCT Placing Shares would complete prior to, and is not conditional on completion of the Acquisitions, Readmission or the issue of the Non-VCT Placing Shares and Consideration Shares.

The Acquisition Completions are expected to occur upon Readmission.

Background to and reasons for the Acquisitions and Placing

The Company is a cash shell that was admitted to trading on AIM on 3 September 2025 with a mandate to acquire companies in the UK ePharmacy market. The Company raised £12 million in its IPO via a placing and subscription at 200p per share and was admitted to trading on AIM with a market capitalisation of approximately £13.6 million.

Vulcan Two's stated strategy at the time of IPO was to lead the consolidation of the private prescription sector of the regulated UK ePharmacy market, one of the fastest growing and most profitable sectors of the market. The Group's CEO and COO, Michael Kraftman and Brendan O'Brien, have significant experience in the eCommerce healthcare sector, having built Vision Direct, one of Europe's leading online contact lens suppliers between 2009 and 2021, through a combination of organic growth and acquisitions. The Directors believe that a similar opportunity for growth and consolidation currently exists in the UK ePharmacy market, and, at the time of IPO in September 2025, they had identified a pipeline of potential acquisition opportunities.

Since IPO, the Directors have progressed conversations with certain acquisition targets from this acquisition pipeline and Vulcan Two has now entered into conditional share sale and purchase agreements with all of the shareholders of three companies, being CloudRx, Webmed and Hyperdrug, which the Directors intend to acquire simultaneously. The Directors believe that the Targets are each high-quality businesses that bring attractive assets and capabilities that can be leveraged across the Enlarged Group. Furthermore, the Directors believe the formation of the Enlarged Group creates a market presence and a platform from which the Company can pursue its objective of building the UK's leading regulated ePharmacy.

It is proposed that the Targets will be acquired for an aggregate consideration of up to approximately £41.7 million, the significant majority of which will be settled in cash. The Acquisitions, individually and collectively, will constitute a Reverse Takeover. In order to fund the consideration for the Acquisitions, the Company intends to raise gross proceeds of approximately £40.0 million by way of a Placing.

The Company is currently an "investing company" under the AIM Rules for Companies. On completion of the Acquisitions and upon Readmission, the Company will become an operating company.

Information on the Targets

CloudRx

CloudRx is a digital prescription platform and fully regulated pharmacy, dispensing and distributing prescription medicines via its B2B2C platform. The maximum consideration payable for the acquisition of CloudRx is approximately £36.0 million, of which approximately £32.0 million becomes payable in cash on CloudRx Completion (subject to customary post-completion adjustments for net debt and working capital), £1 million will be satisfied by the issue of the Consideration Shares, and up to £3.0 million is payable in deferred cash consideration, payable over the next two years.

CloudRx was founded in 2019 and has become a large digital private prescription dispenser by volume. The business has grown from a £5.4 million revenue business in the year to 30 November 2021, predominantly fulfilling private HRT prescriptions, to a £23.2 million revenue business in the year to 30 November 2025, fulfilling prescriptions across numerous product categories.

CloudRx provides a digital end-to-end prescription fulfilment service for private prescribers. The CloudRx software allows doctors and clinicians to generate a digital prescription and transmit the prescription directly to CloudRx for fulfilment. A CloudRx pharmacist reviews and approves the prescription, patient payment is taken directly by CloudRx or by the prescriber, and CloudRx dispenses and ships the medication to the patient.

The CloudRx platform is designed to make the prescribing and fulfilment process as simple and efficient as possible for prescribers and patients. Prescribers can create fully electronic, digitally signed prescriptions for their patients, removing the manual administrative side of generating and processing prescriptions, and enabling them to more efficiently meet demand. Prescribers benefit from access to real-time stock availability and pricing and can issue repeat prescriptions and prescriptions for 20 controlled drugs. Prescribers can write and submit prescriptions directly through the CloudRx web platform or can integrate the functionality of the platform into their practice management system (for example, the Semble clinical system) via CloudRx's proprietary API. This purpose-built cloud-based API integrates with existing technology tools used in the issuance and fulfilment of prescriptions. CloudRx estimates that its API is integrated with over 80 per cent. of the private practice systems market by number of prescribers.

Patients benefit from a range of payment and delivery methods, with next day delivery as standard and real-time order tracking. Both prescribers and patients can log in to the platform to view the status of orders. The operations of CloudRx are based in Leeds, West Yorkshire, where it has 21 employees and three consultants across pharmaceutical, customer service and other roles.

Financial Track Record

The table below sets out combined summary financial information for the CloudRx Group, comprising CloudRx Holdings Limited and CloudRx Ltd, for the periods indicated. The underlying financial information for CloudRx Holdings Limited and CloudRx Ltd, for the years ended 30 November 2024 and 30 November 2023, has been audited and will be set out in full in the Admission Document. Financial information for the years ended 31 December 2025 and 30 November 2025 is unaudited and derived from management accounts only.

	Year ended 30 November 2023		Year ended 30 November 2024		Year ended 30 November 2025			Year ended 30 December 2025
	£m		£m		£m		£m
Revenue	12.0		18.1		23.2		23.9
Revenue growth (%)	31.3%		51.2%		28.3%		N/A
Gross Profit	2.4		3.7		4.8		5.0
Gross margin (%)	20.3%		20.6%		20.5%		20.9%
EBITDA	1.6		2.6		3.3		3.5
EBITDA margin (%)	13.1%		14.2%		14.2%		14.7%
Net Profit	0.9		1.5		2.1		2.3

Webmed

Webmed is a vertically integrated B2C digital pharmacy, dispensing and distributing medications through a bespoke consumer-facing eCommerce website. Based in Cheshire, England, Webmed was founded in 2014 to address the need for discrete treatment and testing for sensitive and intimate conditions. The consideration payable for the acquisition of Webmed is approximately £2.1 million (subject to customary post-completion adjustments for net cash and working capital), payable in cash on Webmed Completion.

The business offers a wide variety of treatments for conditions such as weight-loss, sexually transmitted infections, erectile dysfunction and hair loss. Webmed has shown robust and profitable growth in recent years.

Financial Track Record

The table below sets out unaudited summary financial information for Webmed, in the periods indicated, prepared in accordance with UK GAAP.

	Year ended 31 March 2023		Year ended 31 March 2024		Year ended 31 March 2025			Year ended 31 December 2025
	£m		£m		£m		£m
Revenue	0.9		1.5		2.2		2.7
Revenue growth (%)	-		64.9%		48.1%		24.1%
Gross Profit	0.5		0.6		0.8		1.1
Gross margin (%)	58.5%		39.5%		38.4%		40.9%
EBITDA	0.1		0.3		0.5		0.6
EBITDA margin (%)	8.4%		20.1%		21.0%		20.2%
Net Profit	0.1		0.2		0.4		0.4

Hyperdrug

Hyperdrug is a D2C digital pharmacy and online pet store, dispensing and distributing veterinary and human medications, as well as a wide range of animal products and accessories.  The consideration payable for the acquisition of Hyperdrug is approximately £3.6 million (subject to customary post-completion adjustments for net cash and working capital), comprising initial consideration of approximately £3.0 million in cash and total deferred cash consideration of £600,000.

Founded in its current form in 1985, Hyperdrug is one of the UK's largest operators in specialist veterinary prescription online pharmaceuticals.

Hyperdrug operates a D2C model, serving individual patients and animal owners. On its consumer-facing website, Hyperdrug offers approximately 15,000 products, the significant majority of which are for animals. Hyperdrug's eCommerce platform, which is integrated with an order management system, uses proprietary consumer-facing API technology, enabling live availability and delivery times to be displayed on the website. The Directors believe there is opportunity to use this technology across the Enlarged Group to drive sales and operational efficiencies.

The table below sets out unaudited summary financial information for Webmed, in the periods indicated, prepared in accordance with UK GAAP.

	Year ended 30 April 2023		Year ended 30 April 2024		Year ended 30 April 2025			Year ended 31 December 2025
	£m		£m		£m		£m
Revenue	8.2		8.3		8.7		9.1
Revenue growth (%)	-		1.2%		5.3%		4.3%
Gross Profit	1.7		1.8		1.8		2.0
Gross margin (%)	21.2%		22.0%		21.1%		21.5%
EBITDA	0.2		0.5		0.5		0.5
EBITDA margin (%)	2.4%		5.8%		5.7%		5.9%
Net Profit	0.1		0.3		0.3		0.4

Completion of the Acquisitions is conditional on, amongst other things, the approval of the Resolutions at the General Meeting and will occur upon Readmission.

The Enlarged Group

The acquired Targets will be operated by the Company and integrated into the Enlarged Group as part of the Company's buy-and-build strategy.

The unaudited consolidated revenue of the Targets in the 12 months to 31 December 2025 was approximately £36 million, of which a high proportion was recurring. In the 12 months ending 30 September 2025, 74 per cent. of the Enlarged Group's aggregate revenue was recurring. This revenue was well diversified across product categories, with Weight Loss sales contributing 32 per cent. of revenue, veterinary sales contributing 25 per cent., Women's Health sales contributing 20 per cent. and other product categories contributing the remaining 23 per cent.

The Directors believe that entering into the Acquisitions and the formation of the Enlarged Group is a critical step in fulfilling their objective of creating the UK's leading regulated ePharmacy. The Enlarged Group will have several key attributes, including:

·      a diversified revenue base with strong growth;

·      a leading B2B platform, with an established base of customers and prescribing partners;

·      B2C presence and capability through the Webmed and Hyperdrug platforms;

·      proprietary technology which can be leveraged across the Enlarged Group to pursue growth across different product categories, such as the veterinary medications market; and

·      underlying profitability and cash generation*.

*Underlying profitability and cash generation refer to profit and cash produced from core operations, excluding items such as amortisation.

Strategy and Growth Opportunities

The Directors believe that there are certain strategic initiatives which could help drive revenue growth faster in the Enlarged Group in the short to medium term.

These initiatives include, but are not limited to, the following:

·     The hiring of a dedicated B2B sales team to operate across the Enlarged Group. Business development and outbound sales activities at the Targets have been relatively modest to date. The Company is currently recruiting sales personnel, who will operate across the Enlarged Group with the objective of driving prescriber growth and reducing churn among clinics and patients.

·    The opportunity to cross-sell products, including offering complementary products to customers during the check-out process. There are currently very few cross-selling initiatives at the Targets. The Directors believe that cross-selling has the potential to grow volumes and average order value across the Enlarged Group.

·    The implementation of deep data analytics to better understand the drivers for churn and improve retention within the businesses and product categories. Analytics are expected to inform strategy around extended working hours, later carrier collections, additional patient support channels or agentic AI tools to improve customer service.

·     The development of a consumer-facing brand to encompass the entire product range and patient acquisition business model. The Directors will seek to establish a 'household' brand name, improving trust, reducing churn and reducing customer acquisition costs.

·      The use of digital marketing to further professionalise and digitise marketing across the Enlarged Group.

·     The optimisation of service levels across the business, with the objective of differentiating from competition by delivering a 'best-in-class' service. This approach follows the strategy employed by the CEO and COO during their time at Vision Direct, creating service driven retention improvements.

To support and accelerate growth, the Directors intend to take certain structural and logistical actions in order to create a scalable platform. This platform will be designed to deliver faster organic growth at higher margin and to put the infrastructure in place to support rapid inorganic growth. The platform will be built on certain key pillars, which are as follows:

·     The integration of the Targets into a single operating entity, allowing for the Enlarged Group to be operated and monitored as one business.

·     The establishment of a central warehouse facility, to reduce warehousing and logistical costs, rationalise and simplify processes, improve carrier terms and significantly enhance service and delivery times.

·     The implementation of a central enterprise resource planning ("ERP") system across the Enlarged Group to bring all key processes onto a single managed platform. The introduction of an ERP will follow a phased approach, ensuring efficient implementation whilst avoiding disruption to the underlying businesses. The Company is currently working with an ERP provider to scope out the requirements of the system and the applicability of the ERP provider's platform for the needs of the Enlarged Group and has appointed an ERP Director to manage and oversee the integration.

·     The unification of brands under a single name and brand message, operating from a single consumer-facing web platform. The establishment of a single brand is anticipated to create logistical simplicity and to improve brand recognition for the Enlarged Group.

Following the Acquisition Completions, the Directors will oversee a structured integration of the Targets to ensure continued operations with little disruption. The Directors have agreed financial reporting lines and processes with key management personnel of the Targets ahead of Completion, to ensure that financial information across the Enlarged Group is reported in a timely and accurate manner.

The Company's strategy remains to create the UK's leading regulated ePharmacy, focused on private prescriptions, and the Directors believe that the Acquisitions will create a market presence and a platform for growth, establishing the core foundations for this strategy.

The Market

An ePharmacy is a digital platform that allows customers to fulfil prescriptions as well as buy over-the-counter medicines and other healthcare products through a website or mobile application. These platforms typically offer online prescription transmission and fulfilment, home delivery of medicines, virtual consultations with doctors, automated reminders and subscription-based refills for repeat prescriptions.

The UK has a mature regulatory environment and is one of the most advanced globally in enabling digital prescriptions. Over the past ten years, numerous ePharmacies have emerged, fulfilling both NHS and private prescriptions. The market is experiencing rapid growth, driven by an expanding number of approved treatments, increased convenience, discretion, accessibility and speed of treatment against the backdrop of the decline of public healthcare services, including longer waiting times, reduced GP accessibility and treatment rationing. The UK digital pharmacy market was worth US$2.7 billion in 2024 and is forecast to increase to US$4.2 billion by 2029¹, making it one of the fastest growing digital pharmacy markets globally. The digital pharmacy market in the UK also has one of the highest patient penetration rates, measured at 32.8 per cent. in 2024, and forecast to increase to 60.4 per cent. by 2028². The UK's ePharmacy market is also highly fragmented, with over 400 online pharmacies in the UK, which the Directors believe creates a clear consolidation opportunity.

1. Revenue in the online pharmacy segment of the digital health market UK 2017-2029, L. Yltävä, 10 July 2025. https://www.statista.com/forecasts/1484426/uk-online-pharmacy-market-revenue

2. Online pharmacy user share in the UK 2020-2028, Matej Mikulic, 24 June 2025 https://www.statista.com/statistics/1450415/online-pharmacy-user-percentage-uk/

 

Growth in Private Prescriptions

The private prescriptions segment of the market is characterised by rapid growth and comparatively high margins. The growth in this segment is driven by strong and sustainable tailwinds, as described below.

Increasing NHS pressures and GP waiting times

NHS budgets are tightening and waiting times for non-urgent treatments are growing. As a result, many patients are now paying privately for quicker access to healthcare and turning to private prescriptions to access medications that are rationed or not covered at all by the NHS.

Increasing demand for convenience and discretion

Consumers increasingly value the convenience of ordering medications anytime, deliveries directly to their home, and the convenience and ease of automatic prescription refills.

Surge in telemedicine and ePharmacy integration

The COVID-19 pandemic significantly increased the adoption of online consultations, which has persisted. Many private insurers now provide private online GP consultations, and many telemedicine providers are integrated into ePharmacies. The UK's telemedicine market was worth US$2.0 billion in 2023 and is forecast to reach US$7.6 billion by 2030³ (20.5 per cent. CAGR).

Increasing consumer trust in online healthcare

Regulatory bodies such as the GPhC, MHRA and CQC increase consumer confidence in the safety and legitimacy of ePharmacies. GDPR compliance also assists with the security of personal and medical data. As of April 2024, approximately 70 per cent. of UK internet users reported using mobile apps or websites to access or book healthcare services⁴. High smartphone adoption and advancements in digital healthcare technologies allow easy ordering, prescription tracking, and medication reminders.

Growth of specialist medicines available

There is an increasing number of specialist, regulated treatments becoming available to consumers and many of these treatments have experienced growing popularity and prevalence in recent years. Areas of prescription medicine which have experienced strong growth, or are forecast to experience strong growth include, but are not limited to, weight loss, hair loss, HRT, TRT, ADHD, erectile dysfunction and contraception.

Solving accessibility issues

ePharmacies are transforming healthcare access for rural communities, addressing long-standing challenges such as limited access to physical pharmacies, fewer healthcare providers, and long travel distances.

3. GrandView         Research,               UK           Telemedicine         Market     Size         &              Outlook, 2023-2030. https://www.grandviewresearch.com/horizon/outlook/telehealth-market/uk

4. UK: online audience using internet to access healthcare services 2024, by age, Laura Ceci, Jan 7, 2025, Statista.  https://www.statista.com/statistics/1549608/uk-internet-users-accessing-healthcare-online/

 

Product Categories

The Directors believe that there is considerable growth potential across many of the product categories sold by the Enlarged Group. These include, but are not limited to, the categories below.

HRT Treatments

Sales of HRT medication in the UK have expanded considerably in recent years, reflecting both rising demand and increased access through private healthcare channels. Market research indicates that the UK HRT market generated revenues of approximately US$930 million in 2022 and is forecast to grow to around US$1.64 billion by 2030, implying a compound annual growth rate of c.7.4 per cent. over the period.

This growth has been driven in part by greater public awareness of menopausal symptoms and available treatments, alongside structural pressures within the NHS that have encouraged patients to seek private consultations and prescriptions.

The structural drivers of this growth are expected to remain in place going forward, with an ageing population, increasing awareness of menopausal symptoms and increasing trust in HRT medication, which have increased both diagnosis and treatment rates.

GLP-1 Weight-Loss Treatments

One significant driver of growth in the UK ePharmacy market has been the rapid increase in use of GLP-1 weight-loss medications in recent years. GLP-1 receptor agonists, such as semaglutides (e.g. Wegovy®) and tirzepatides (e.g. Mounjaro®), are metabolic therapies that mimic the action of the endogenous GLP-1 hormone, reducing appetite and slowing digestion to support clinically significant weight reduction.

The MHRA authorised Wegovy®and Mounjaro®for weight loss in the UK in 2023. Since approval, usage of these medicines has grown rapidly, driven predominantly by private prescriptions across digital health and specialist weight-loss providers.

In the UK, the number of people using GLP-1 medications for weight-loss has grown to approximately

1.5 million to 2.5 million users in just 3 years. Going forward, the UK market is forecast to grow at a CAGR of approximately 17.7 per cent. between 2025-2030⁵, supported by increasing prescriber adoption, broader clinical use cases and expected improvements in supply availability.

Eli Lilly, the manufacturer of Mounjaro®, raised prices by up to 170 per cent. in the UK in September 2025. The full effect of this price change on the overall demand for Mounjaro®in the UK remains to be seen. However, following a pre-rise volume increase ahead of the price change and a subsequent drop in the months following, subsequent CloudRx management accounts show revenue from sales of Mounjaro®returning to strong growth in December 2025 and January 2026.

GLP-1 weight-management therapies are available in the UK through the NHS for eligible patients. However, due to concerns raised by NHS England including cost (Mounjaro®is estimated to cost the NHS approximately £125 per patient per month), and availability of services, a phased roll-out is being undertaken. In December 2024, the National Institute for Health and Care Excellence ("NICE") published recommendations that NHS England identify a priority cohort of 220,000 patients for use of tirzepatide (i.e. Mounjaro®), which represents approximately 0.3 per cent. of the UK population. The guidance recommended that an eligible population of approximately 3.4 million should have access to tirzepatide by 2037, which represents approximately 5 per cent. of the UK population.

These targets remain modest relative to underlying need, with approximately 30 per cent. of adults in the UK classified as obese and a further 36 per cent. classified as overweight.

The Directors believe several structural growth drivers underpin the expected market growth of GLP1 weight-loss medications in the UK, including the underlying efficacy of GLP-1 treatments for weight-loss, increased social validation of GLP-1 treatments as adoption increases, continued high-levels of obesity in the UK, further competition increasing supply and driving further adoption, and the introduction of oral GLP-1 formulations in the future. Underlying market growth and limitations on access through the NHS are therefore expected to continue to channel significant demand for GLP-1 weight-loss treatments into the private prescription market.

ADHD Treatments

Sales of ADHD medication in the UK have increased substantially in recent years, reflecting a marked rise in diagnosis and prescribing volumes. NHS prescribing data shows that ADHD medication prescriptions in the UK increased at approximately 18 per cent. a year between 2019 and 20246. This increase has been observed across numerous regions of England and has been attributed to greater clinical and public awareness of ADHD, including among adults, alongside expanding use of medications, where alternative therapeutic options are limited or unavailable.

The Directors believe that the growth in ADHD medication sales is likely to continue. There are believed to be over 131,000 patients currently on the NHS waiting list for ADHD diagnosis and a lack of availability of medicines in the market. As NHS services struggle to keep pace with demand, there has been a rapid growth in the private sector provision of ADHD services and medications, a trend which the Directors expect to continue.

5. GrandView Research, UK Glp-1 Agonists Weight Loss Drugs Market Size & Outlook, 2025-2030. UK GLP-1 Agonists Weight Loss Drugs Market Size & Outlook, 2030

Regulatory Environment

The ePharmacy sector operates in an evolving regulatory environment, shaped by factors including rapid growth, digitisation and increasing consumer adoption of online healthcare services. The sector is primarily regulated by the GPhC, the MHRA, the GMC, the CQC and the VMD. These regulatory bodies have strengthened oversight in recent years to improve patient safety, medicine quality and the integrity of digital services. Online pharmacies must comply with strict standards relating to safe dispensing, data protection, prescribing practices, licensed medicines supply and adherence to enhanced safeguards for high risk medicines. These requirements continue to evolve, reflecting both technological innovation and increased regulatory scrutiny.

The Company has considered the Targets' historical compliance with applicable UK pharmacy and online prescribing regulations as part of its due diligence processes. This work included reviewing GPhC registrations, MHRA and VMD licensing compliance, prescribing and dispensing practices, clinical safety protocols, and compliance with distance selling standards. Internal records and disclosures evidencing regulatory adherence were examined, alongside independent market and regulatory materials. This assessment was aimed at obtaining comfort that the target businesses have operated in accordance with the relevant UK regulatory framework and maintain the controls required of regulated ePharmacy operators.

Going forward, the Enlarged Group maintains a robust compliance framework and intends to proactively adapt to evolving regulation in the sector. The Directors will consider investing in compliance systems that seek to embed regulatory compliance into standard operating practices and to develop enhanced prescribing and dispensing safeguards across all Group companies. The Company will also consider the establishment of a Regulatory Advisory Board composed of experienced pharmacy, clinical governance and regulatory specialists to provide ongoing guidance and independent challenge. This structured governance approach will support continuous compliance and help ensure the Enlarged Group remains aligned with best practice standards, as the UK ePharmacy regulatory environment continues to evolve.

 

Use of the Placing Proceeds

The net proceeds of the Non-VCT Placing, together with the existing cash in the Group, will be used to:

·      satisfy the initial cash consideration payable to the Sellers pursuant to the Acquisitions;

·      provide working capital for the Enlarged Group and support the Enlarged Group's business plan; and

·      provide available cash for further bolt-on acquisitions, alongside existing Group cash reserves.

The net proceeds of the VCT Placing will be used to support the growth of the trade of CloudRx. Immediately following completion of the Acquisitions upon Readmission and the Placing, the Enlarged Group is expected to have total cash reserves of approximately £7.6 million.

General meeting

The Acquisitions and the Placing are conditional upon, amongst other things, Shareholder approval being obtained at a General Meeting.

The Notice of General Meeting, convening the General Meeting to be held at the offices of Canaccord Genuity Limited, 88 Wood Street, 10th Floor, London EC2V 7QR at 10.00 a.m. on 17 March 2026 to consider the Resolutions, will be included in the Admission Document, which will be posted to shareholders and published on the Company's website in the coming days.

APPENDIX A

RISK FACTORS

An investment in the Ordinary Shares involves a high degree of risk. Accordingly prospective investors should carefully consider the specific risk factors set out below in addition to the other information contained in this Announcement before investing in Ordinary Shares. The Board considers the following risks and other factors to be the most significant for potential investors in the Enlarged Group, but the risks listed do not necessarily comprise all those associated with an investment in the Enlarged Group and are not set out in any particular order of priority. Potential investors should review this Announcement carefully and in its entirety. If any of the following risks actually occur, the Enlarged Group's business, financial condition, capital resources, results and/or future operations and prospects could be materially adversely affected. In such a case, the market price of the Ordinary Shares could decline and investors may lose all or part of their investment. No assurance can be given that investors will realise a profit or will avoid a loss on their investment.

Additional risks and uncertainties not currently known to the Board or which the Board currently deem immaterial may also have an adverse effect on the Enlarged Group's business and the information set out below does not purport to be an exhaustive summary of the risks affecting the Enlarged Group. In particular, the Enlarged Group's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements. An investment in the Ordinary Shares described in this Announcement is speculative. Potential investors are accordingly advised to consult an independent professional adviser authorised for the purposes of FSMA who specialises in advising on an investment of this kind before making an investment decision. A prospective investor should consider carefully whether an investment in the Enlarged Group is suitable in the light of their personal circumstances and the financial resources available to them. If you are in any doubt about the action you should take, you should consult your independent professional adviser authorised under FSMA.

A.     Risks relating to the Acquisitions

 

The Acquisitions may not be completed

The Acquisitions are conditional, amongst other things, on:

(i)     the approval of the Resolutions by the requisite majority of votes cast by Shareholders, with such approval to be sought at the General Meeting;

(ii)    the Placing Agreement becoming unconditional in all respects, save for any condition relating to Readmission; and

(iii)    Readmission, including, in respect of the CloudRx Acquisition, the Consideration Shares being admitted to trading on AIM.

There can be no guarantee that all of these conditions will be satisfied and there is therefore no guarantee that the Acquisitions will complete. In particular, there can be no assurances that Shareholder approval for the Acquisitions will be forthcoming.

If the Acquisitions do not complete, the benefits expected to result from the Acquisitions will not be achieved, the Placing will not complete, the Group's reputation may be adversely impacted, and the Group's ability to deliver value for Shareholders, or to implement its strategy, may be prejudiced. Accordingly, the market price of the Ordinary Shares may be adversely affected.

Further details of the terms of the Acquisition Agreements and the Placing Agreement will be set out in the Admission Document.

The Group may fail to integrate the Targets successfully or within the expected time period, or may fail to realise the envisaged benefits from the Acquisitions

Integrating the businesses of CloudRx, Hyperdrug and Webmed is expected to be a complex process. The Group cannot guarantee that the integration process following the Acquisition Completions will be completed successfully or that the integration process will achieve the anticipated benefits, either within the timeframes stated by the Board or at all, which may have a material adverse effect on the Group's business, financial condition, or operations.

Integration costs relating to the Acquisitions may be greater than anticipated

The Group will also incur integration costs to combine the businesses of the Targets into the operations of the Group. The actual costs of the integration process may exceed those which are currently estimated and there may be additional and unforeseen expenses incurred in connection with the Acquisitions. Although the Directors believe that the costs of integration will be more than offset by the realisation of the benefits resulting from the Acquisitions, this net benefit may not be achieved in the short-term or at all. These factors could materially adversely affect the business, financial condition, results of operations and prospects of the Group.

Costs are payable by the Group even if the Acquisitions fail to complete

The Group has expended significant funds in pursuing the Acquisitions. Costs of approximately £4.3 million, which include legal, accounting, tax, financial adviser, transaction fees, certain break fees and other costs, are payable irrespective of whether the Acquisitions complete. The Group will therefore incur significant abort costs if the Acquisitions fail to complete, which would reduce the Group's available financial resources.

Unaudited historical financial information may contain errors

Certain historical financial information that will be included in the Admission Document (including information on the Targets) is unaudited. Such financial information may contain errors or omissions due to the absence of an audit and may not be fully comparable to audited financial statements. Whilst certain due diligence has been conducted to help verify the unaudited historical financial information on the Targets, prospective investors should not place undue reliance on the unaudited financial information in the Admission Document and should carefully consider the risk that the actual financial position and results could differ from the information presented.

Due diligence carried out on the Targets may not have revealed all relevant facts or uncovered significant liabilities

The objective of the due diligence conducted by the Group and its advisers on each of the Targets (which are each privately held companies) is to identify any material issues which might affect the Group's decision to enter the Acquisition Agreements, the terms of the Acquisition Agreements, and ensure, as far as possible, the sufficiency of warranties, covenants or indemnities given by the Sellers to Vulcan Two within the relevant Acquisition Agreements.

In undertaking due diligence on the Acquisitions, the Group has utilised its own resources and relied upon third parties to conduct aspects of the due diligence process (and in respect of third parties, those third parties have conducted their due diligence within an agreed scope of work and materiality threshold). This due diligence process has relied on data provided by the Targets and public information.

There can be no assurance that the due diligence conducted by the Group and its advisers has revealed or highlighted all relevant facts and liabilities that may be necessary or helpful to evaluate the Acquisitions, the terms of the Acquisition Agreements, or the adequacy of the warranties, covenants or indemnities given by the Sellers for all of the liabilities relating to the operations and activities of the Targets, including, but not limited to, tax liabilities.

Vulcan Two will not have full recourse against the Sellers in respect of all potential liabilities in connection with the Acquisitions, whether identified or unidentified

Under the terms of the Acquisition Agreements, the Sellers provide Vulcan Two with warranties, covenants and indemnities in relation to the Targets. However, these warranties, covenants and indemnities may not cover all potential issues or liabilities associated with the Targets, whether identified or unidentified, and such warranties, covenants and indemnities are limited within the Acquisition Agreements, including in scope, duration and/or amount. Vulcan Two may not have full recourse against, or otherwise recover in full from, the Sellers in respect of all losses which it may suffer in respect of a breach of those warranties and covenants, or in respect of the subject matter of any of the indemnities.

In addition, the Group will be dependent on the ongoing solvency of the relevant Sellers to the extent it seeks to recover amounts for claims brought under such warranties, covenants and indemnities. To the extent the Group suffers any losses and is unable to recover such losses from the Sellers it could have a material adverse effect on the Group's business, results of operation, and financial condition.

If the Acquisitions do not complete, a future acquisition by the Group is likely to be classified as a Reverse Takeover which may require Shareholder approval, may result in additional costs for that Reverse Takeover, and may result in the suspension of trading of the Company's Ordinary Shares

Each of the Acquisitions (individually and collectively) constitute a Reverse Takeover under the AIM Rules for Companies and as such, each Acquisition requires the approval of Shareholders which will be sought at the General Meeting. If the Acquisitions do not complete, then the Company is expected to remain an "investing company" under the AIM Rules for Companies. In such case, it is expected that the next acquisition or acquisitions by the Group may also constitute a Reverse Takeover requiring Shareholder approval (which may or may not be obtained), which may result in additional expenditure in connection with that Reverse Takeover.

In accordance with the AIM Rules for Companies, if the Group fails to make an acquisition or has not substantially implemented its Investing Policy within 18 months of the Original Admission Date, the Group will require Shareholder approval for its Investing Policy at each subsequent annual general meeting until such time as the Group has completed an acquisition or the Investing Policy has been substantially implemented. If no acquisition is made by the Group, or the Investing Policy has not been substantially implemented, the Directors may, at any subsequent annual general meeting, ask Shareholders to consider whether to wind up the Group and return funds (after payment of the expenses and liabilities of the Group) to Shareholders.

Shareholders should note that if an acquisition is considered to be a Reverse Takeover and the Shareholders approve that acquisition, trading on AIM in the Ordinary Shares will be cancelled and readmission to AIM or another listing venue will be required to be sought in the same manner as any other applicant applying for admission of its securities for the first time. At such time, trading in the Ordinary Shares will normally be suspended following the announcement of any such acquisition until the Group has published a readmission document in respect of the Group (as enlarged by such acquisition).

VCT investors should be aware of the possibility that only the VCT Placing Shares might be issued and that their investment in the VCT Placing Shares is not conditional on the Acquisitions, Readmission, or the issue of the Non-VCT Placing Shares or the Consideration Shares

VCT investors should be aware that an investment in the VCT Placing Shares would complete prior to, and is not conditional on completion of the Acquisitions, Readmission or the issue of the Non-VCT Placing Shares and Consideration Shares. The working capital statement that will be set out in the Admission Document assumes that all of the New Ordinary Shares are issued and Readmission takes place. If all of the New Ordinary Shares are not issued, the Acquisitions do not complete and Readmission does not take place, the Company may not be able to implement its strategy and pursue growth opportunities that will be described in the Admission Document.

Further details of the VCT Admission and Readmission will be set out in the Admission Document.

B.    Risks relating to the business and operations of the Enlarged Group

Potential loss of longstanding relationships with CloudRx's key partners following the Acquisition Completions

The Targets, and particularly CloudRx, have built up a number of longstanding relationships with certain partners. Some of the contracts under which these relationships operate contain clauses which allow the counterparty to terminate without cause or on written notice during or at the expiry of the respective term or renewal period. A large number of CloudRx's key partner contracts have also surpassed the initial term of the contract and are rolling on a year-by-year basis.

A key element of the Directors' strategy for CloudRx depends on developing and maintaining long-term relationships with key partners such as clinics, healthcare providers, and practice management systems, through which those key partners refer their patients to CloudRx. The Enlarged Group is therefore dependent on key partners (including Newson Health, Clinical Partners and Lotus Health). There can be no guarantee that these relationships with key partners will continue or that key partners will not scale back their engagement with the Enlarged Group or cease to refer patients altogether. Should any of these relationships cease, it could have a material adverse effect on the financial position and prospects of the Enlarged Group.

Certain supplier contracts of the Targets also provide an opportunity for the counterparty to terminate or renegotiate those agreements as a result of a change of control, or a material change having occurred to the Target (including due to the Acquisition Completions). Although the Enlarged Group has no knowledge to suggest that any such key contracts will be terminated by a counterparty, the Directors cannot guarantee that a counterparty will not do so.

Following the Acquisition Completions, any loss of, or change in, a Target's key relationships with its partners or suppliers (including a reduction in supply, or the supply on less favourable terms, or, in the case of CloudRx, a reduction in patient referrals from key partners) could have a material adverse effect on the financial position and prospects of the Enlarged Group.

Any failure by the Enlarged Group to retain or recruit key employees and consultants could have an adverse impact on the Enlarged Group's ability to meet its strategic objectives, including integration of the Targets

The future growth and success of the Enlarged Group is highly dependent on a limited number of people and the Enlarged Group's ability to recruit in the future.

The Directors believe that the ongoing service of Michael Kraftman and Brendan O'Brien, until such time when suitable replacements may be recruited, trained and integrated into the business, is critical to the prospects of the Enlarged Group. While Michael Kraftman and Brendan O'Brien have each entered into service agreements with the Company, which include a non-compete provision to minimise the risk of them setting up a competitive business, there is no ability to bind them in to work for the Enlarged Group. Therefore, the Enlarged Group will not be able to use their knowledge, resources, experience and skills, should they leave the Enlarged Group which could have a material adverse effect on the business, financial condition, results of operations and prospects of the Enlarged Group.

Keith Butcher, the Chief Financial Officer of the Enlarged Group, is employed on a six-month contract which is due to expire on 21 July 2026. Under the terms of the service agreement, Mr Butcher will receive a salary of £120,000 for the fixed term and a capital raising success bonus of £80,000 payable on completion of a capital raising (as defined in the agreement, which will include the Placing). The service agreement is terminable in various specified circumstances and Mr Butcher's appointment may be extended by agreement between the Company and Mr Butcher. Mr Butcher's service agreement contains post-termination restrictions, including restrictions on the solicitation of customers and employees of the Group for a period of 6 months after termination. Mr Butcher will be appointed as a Director of the Company upon Readmission. The service agreement is governed by English law.

Should the Enlarged Group fail to reach an agreement to extend Mr Butcher's employment beyond this date, the Directors will need to recruit a replacement Chief Financial Officer. Failure to recruit an appropriate candidate, or a delay in the recruitment of an appropriate candidate, could have a negative impact on the operations and prospects of the Enlarged Group, including the process of integration following the Acquisition Completions.

Key individuals at the Targets, including the CloudRx Seller (Daniel Lee), who is the current chief executive officer of CloudRx, are being retained by the Enlarged Group following the Acquisition Completions through service agreements and consultancy agreements. These key individuals may choose to allocate their time and effort to their other business interests, and may fail to perform their roles to the extent anticipated. This could have a material adverse effect on the Company's operations, financial condition and future prospects, including the integration process.

In addition, other employees at the Targets may not wish to remain in place following the Acquisition Completions, including as part of the integration process and may therefore resign. The loss of personnel could negatively impact the operations, and ultimately the profitability, of the Enlarged Group.

While the Directors will take reasonable steps to ensure that knowledge, skills and expertise are shared by key employees with the Enlarged Group, so as to avoid the Enlarged Group being unduly dependent on individuals, such measures may prove not to be effective if there were adverse circumstances beyond the Enlarged Group's control affecting key personnel or the wider pool of employees.

Further details of the Executive Directors' and Keith Butcher's service agreements will be set out in the Admission Document. Further details of the CloudRx Seller's consultancy agreement will be set out in the Admission Document. Further details of the consultancy and service agreements for certain Hyperdrug Sellers and Webmed Sellers will be set out in the Admission Document.

 

Employing and retaining suitably qualified pharmaceutical, and eCommerce and sales professionals may be more costly than expected or may not happen on a timely basis

The Enlarged Group's business and the integration of the Targets following the Acquisition Completions may depend on successfully hiring and retaining highly qualified and skilled employees and consultants such as superintendent pharmacists, qualified pharmacy professionals, locum pharmacists, telehealth personnel, computer programmers, software engineers, data technicians and specialist sales personnel. Experienced employees in the pharmaceutical and ecommerce industries are in high demand and competition for the recruitment of employees in the UK can be intense.

If the Enlarged Group relocates all or part of the operations of any Target to a different location or seeks to consolidate operations into other Enlarged Group facilities, some employees of the Targets may be unwilling to relocate to work at these facilities, or may not wish to remain in their existing roles. Accordingly, a change of location may result in a loss of expertise or have an adverse impact on the integration of the Targets, and require increased recruitment and training costs for new employees.

If the Enlarged Group's business is unable to retain or attract high-quality, skilled employees who are experienced in the pharmaceutical and ecommerce industries, replace the loss of any key personnel, is required to materially increase the amount the Enlarged Group offers in remuneration to secure the employment of key personnel, or is unable to find adequate third parties to perform these services on reasonable terms and on a timely basis, its operating and financial performance could be adversely affected.

Customer acquisition costs may increase, particularly for the Enlarged Group's B2C channel and GLP-1 weight-loss treatments

The Enlarged Group's strategy is dependent on generating meaningful customer acquisitions and sales from marketing activities, including for sales through its B2C channel and for sales of GLP-1 weight-loss treatments. If the price of marketing the Enlarged Group's products increases, or, for instance, if the GLP-1 weight-loss market becomes more competitive, the Enlarged Group may be required to increase its marketing spend on search engines, social media platforms or other forms of advertisement or to allocate a larger portion of its marketing spend to these areas of its business. If the Enlarged Group is unable to generate meaningful customer acquisitions and sales from its investment in marketing activities, the Enlarged Group's revenues, margins and growth could be adversely affected.

A failure by the Enlarged Group to protect its intellectual property rights could adversely affect its business

The Enlarged Group relies on a combination of trademarks, service marks, domain name registrations, common law rights and statutory copyright protection to protect its intellectual property. The Enlarged Group will endeavour to maintain the protections it currently has in place with respect to intellectual property and access to proprietary information, including entering into agreements with its new employees, consultants and contractors and parties with whom it does business in order to protect its intellectual property and limit access to and disclosure of its proprietary information. However, the Enlarged Group cannot be certain that the steps it has taken will protect its technology or intellectual property either from third party challenges, from unauthorised use or the reverse engineering of its technology.

A failure to protect the Enlarged Group's intellectual property rights could have a material adverse effect on the Company's business, financial condition and operational results. Similarly, an infringement by the Company of any existing intellectual property rights or trademarks or the inability to secure trademark protection could also lead to litigation and/or materially adversely affect the company's business, financial condition and operational results.

The Enlarged Group depends on certain technology and software that it does not own

Certain technology that is used by the Enlarged Group uses software and/or intellectual property that is ultimately owned by third parties and is either used by the Enlarged Group pursuant to the terms of a licence or has been created by a third party for the Group but may not have been validly assigned to the Group. To the extent that the Enlarged Group changes the manner in which it uses intellectual property under licence, there is a risk that such modified use constitutes a breach of the relevant licence terms. In those circumstances, the owner of the third party intellectual property could restrict or prevent the use of the intellectual property, or seek to bring infringement proceedings against the Enlarged Group.

If third parties change, restrict or withdraw access to or dispute the Enlarged Group's use of such software or intellectual property, alter licence terms, or if there are defects in the assignment or transfer of software developed for the Group, the Enlarged Group may incur additional costs, suffer service disruption, or become subject to litigation which could adversely affect its operations.

Further details of the material intellectual property rights of the Targets, including the CloudRx licence referred to above will be set out in the Admission Document.

The implementation of new financial controls and internal reporting procedures could harm the Enlarged Group's ability to produce timely and accurate financial information

The Enlarged Group will implement various new processes and controls to allow it to produce accurate and timely financial statements and to monitor and manage risks relating to financial reporting. If any of these processes or controls were to fail, or if the implementation of these processes and controls took longer than envisaged, the Enlarged Group may be unable to produce financial information accurately or on a timely basis. Any concerns that investors may have in respect of the potential lack of available and current financial information and the controls the Enlarged Group has in place could adversely affect the Enlarged Group's share price.

Reliance on information technology systems and controls, including systems relating to patients and dispensing activities

The operation of the Enlarged Group's business is reliant on information technology systems, including systems relating to patient records, inventory control, and product dispensing. These systems are vulnerable to damage, breakdown or interruption from human error or events beyond the Enlarged Group's control, such as natural disaster, power outages or telecommunications or data network failures. Modifications or upgrades to these systems could also result in interruption to the Enlarged Group's business. The occurrence of any such damage, breakdown or interruption could adversely affect the Enlarged Group's business, financial condition, results or future operations.

Following the Acquisitions, the Directors will implement certain new processes and procedures to ensure the efficient and effective management of the Enlarged Group. The Directors are also intending to implement an Enterprise Resource Planning system ("ERP") across the Enlarged Group, as part of the Enlarged Group's broader integration plan, including to assist with dispensing and fulfilment activities. A delay to the implementation of the ERP, or changes to existing processes and operations of the Targets while the ERP is being implemented could create process inefficiencies and disruption, and could have a negative impact on relationships with key partners and patients or the ability to fulfil prescription orders in a timely manner. Any such outcome could have a negative impact on the financial condition and the prospects of the Enlarged Group.

The Enlarged Group will handle confidential data, including patient data, and may face risks relating to cyber attacks and data security

The Enlarged Group will handle confidential data relating to patients, prescriptions and medicines, and other sensitive information which is subject to heightened regulation. The Enlarged Group and its pharmacy platforms will be at risk from cyber attacks. Cyber attacks can result from deliberate attacks or unintentional events and may include (but are not limited to) criminal activity, denial of service attacks, computer viruses, power outages, natural disasters, accidents, or equipment failure. Malicious third parties may also seek to gain unauthorised access to the Enlarged Group's software for the purpose of misappropriating intellectual property or sensitive information (such as patient data). These cyber attacks could cause operational disruption which delays or prevents the fulfilment of prescriptions or delivery of medicines to patients.

Processes and controls have been implemented which aim to mitigate these risks and protect patient data and the continuity of its services. However, these measures do not guarantee that the Enlarged Group will not be adversely affected by a cyber attack. If the Enlarged Group suffers a cyber attack, this could expose the Enlarged Group to potential financial, regulatory (including under UK data protection laws) and reputational harm. The Enlarged Group may also incur significant costs to repair any damage caused to the Enlarged Group's information technology systems and handling complaints relating to the loss of patient data.

The Enlarged Group is likely to require additional capital to support its acquisition strategy and such capital might not be available on acceptable terms or on a timely basis

The Enlarged Group is likely to require additional funding to support its future growth, including to fund its acquisition strategy to acquire complementary businesses beyond the Acquisitions, penetrate new markets or invest in long-term assets, such as warehouse facilities.

The Enlarged Group may seek financing via equity fundraising or debt financing to raise capital for its future acquisitions, expansion into new sectors or markets, or its working capital. Such equity or debt capital may not be available to the Enlarged Group at the time the capital is required, on terms acceptable to the Enlarged Group, or available at all. A delay or failure to obtain equity or debt financing on a timely basis, or on acceptable terms, could constrain the Enlarged Group's ability to execute its strategy and may adversely affect its growth prospects.

If the Enlarged Group obtains debt financing, the debt may be secured over material assets, including shares of material subsidiaries such as Vulcan Two, and may contain financial and operational covenants. A breach of such covenants could trigger obligations to repay borrowings in whole or in part, potentially necessitating asset sales within a limited timeframe. This is more likely in circumstances where there has been a downturn in values in the ePharmacy sector or if the Enlarged Group has not generated sufficient cash flows to meet repayment requirements. If this occurs, this may have a material adverse effect on the Enlarged Group's financial condition.

The Company has a lack of trading history on which to base an investment

The Company was incorporated on 6 August 2025 and has since such time been an "investing company" under the AIM Rules for Companies. The Company has carried on minimal trading activities to date and so does not itself have a track record or operating history. Accordingly, as at the date of this Announcement, the Company has no meaningful operational or financial data upon which prospective investors may base an evaluation of the Company, its strategy or its prospects. The past performance of companies managed by the Directors is not necessarily a guide to the financial prospects of the Company. The value of any investment in the Company is, therefore, wholly dependent upon the successful implementation of the Company's longer-term business strategy, including the completion of the Acquisitions and, thereafter, the integration of the Acquisitions, and expansion of the Enlarged Group through the acquisition of further businesses.

 

Risk of adverse impact on sales from potential rebranding

As part of its strategy to develop a unified consumer-facing brand, the Enlarged Group may undertake a rebranding exercise. Any change to trading names, domain names, or CloudRx, Webmed or Hyperdrug's branding or logos may reduce existing brand recognition and customer loyalty and result in customer confusion. There is also a risk that the new consumer-facing brand does not achieve the intended market positioning with customers, requiring higher marketing spend to rebuild brand awareness. These factors could reduce customer conversion and sales, which could have an adverse effect on the Enlarged Group's business and prospects.

Litigation, disputes and other adversarial actions in the ordinary course of business could materially adversely affect the Enlarged Group

Although the Enlarged Group is not currently party to (either as a claimant or as a defendant) any litigation, it may become involved in litigation or disputes from time to time, such as the dispute referred to below relating to the CC Agreement. In addition, the Enlarged Group may be subject to other claims and complaints, including adversarial actions, by key partners, patients, customers, employees, suppliers, regulators and others in the ordinary course of business. Significant claims or a substantial number of small claims may be expensive to defend, may divert the time and focus of the Directors and senior management away from the Enlarged Group's operations and may result in the Enlarged Group having to pay monetary damages, any of which could have a material adverse effect on the Enlarged Group's financial condition, business, prospects and results of operations.

On 28 February 2025, Vulcan Two Ltd entered into an engagement letter with Chrystal Capital Partners LLP ("CC") in relation to the introduction of potential investors in Vulcan Two ("CC Agreement"). The CC Agreement terminated on 28 August 2025. The terms of the CC Agreement, which is governed by English law, provided for a retainer fee of £10,000 per calendar month and a percentage commission if funds are raised by the Company from certain investors, each payable in certain circumstances (amongst other things, a commission fee may be payable to CC in the event that certain investors introduced by CC to the Group before termination of the CC Agreement invest in the Group (including a debt or equity investment) within a period of 24 months following such termination date, being 28 August 2027).

Between August and December 2025, the Company received correspondence from CC and CC's legal representatives asserting that commission fees may be payable to CC in relation to the IPO and associated placing. The Company has obtained legal advice in relation to its obligations to CC under the CC Agreement. The Company considers that no commission fees: (1) are payable to CC in connection with the IPO and the associated placing and the Placing; and (2) would be payable to CC in respect of future fundraises (including the Placing, if the Placing completes) unless investors in those fundraises had been introduced by CC to the Group before 28 August 2025. In relation to the CC Agreement, the Company received a draft particulars of claim in December 2025, which has been responded to and since such time, the Company has received no further correspondence from CC.

While the Enlarged Group has taken, and intends to continue to take, such precautions as it regards appropriate to avoid or minimise the likelihood of any litigation, disputes or claims, the Directors cannot preclude the possibility of litigation being brought against the Enlarged Group. In addition, adverse publicity or substantial litigation against the Enlarged Group could negatively impact its reputation, even if the Enlarged Group is not found liable, which could have a material adverse effect on the Enlarged Group's business and financial condition.

The Enlarged Group is subject to operational risks in the ordinary course of business which may not be adequately insured

The Targets maintain insurance policies, including professional indemnity, public liability and employers' liability policies. These policies are intended to address operational risks faced by the Targets in the ordinary course of business, such as patients receiving incorrect medication, patients experiencing unexpected adverse reactions from medication, or injuries to employees from the use of heavy machinery at the Targets' premises. There can be no guarantee that the Enlarged Group has insurance cover that is adequate to meet its risks. In addition, certain risks may be, or may become, either uninsurable or not economically insurable or may not be currently or in the future covered by the Enlarged Group's insurance policies. In addition, even if a loss is incurred, the Enlarged Group may be required to pay a significant excess on any claim to the insurer before the insurer is obligated to reimburse the Enlarged Group for the loss, or the amount of the loss may exceed the Enlarged Group's coverage for the loss. Any of the foregoing could have a material adverse effect on the Enlarged Group's business and financial condition.

C.    Risks relating to the industry in which the Enlarged Group operates

The Enlarged Group may be subject to adverse changes in consumer habits or consumer sentiment and key markets may not grow at the same pace as they have historically grown or as fast as current forecasts indicate

The Enlarged Group's strategy is built on the projected growth of its key markets. However, historical trends may not be indicative of future trends and forecast or estimated growth rates may not be accurate, in whole or part, or ever materialise. Consumer sentiment towards certain product categories, such as weight management and weight-loss treatments, lifestyle and wellness related products, or changes in trends such as levels of pet ownership in relation to Hyperdrug's products and services, is subject to rapid change and can be influenced by matters such as evolving social attitudes, media coverage, perceived health risks, and/or the availability of alternative treatments. A shift in consumer preferences away from the Enlarged Group's products, whether due to changes in consumer habits, lifestyle trends, changes in demographic markets, negative publicity or emerging alternative treatments, could lead to a material reduction in the Enlarged Group's sales, as well as obsolete inventory, both of which could result in a material adverse impact on the Enlarged Group's operations and financial performance.

There may be a decrease in consumer demand for GLP-1 weight-loss treatments and changes in regulation which adversely impact the use of GLP-1 for weight-loss treatments

There is a risk that consumer demand for GLP-1 weight-loss treatments may decrease due to a variety of factors beyond the Enlarged Group's control. Usage of GLP-1 treatments for weight-loss has increased rapidly in recent years, making it difficult to accurately forecast the trajectory of the market in the future. Shifts in consumer preferences, the emergence of new or alternative treatments, or evolving attitudes among healthcare providers and patients could reduce the uptake of GLP-1 weight-loss treatments.

Whilst GLP-1 products are considered clinically safe and have been used to treat other medical conditions for a number of years, there is a risk that the long-term side effects from using these products for weight loss are not yet fully understood. Accordingly, there is a risk that regulatory or reputational changes could adversely affect the market for GLP-1 weight-loss treatments. Regulatory authorities may introduce new guidelines, restrictions, or safety warnings that limit the availability of GLP-1 treatments for weight-loss applications. There can be no assurance that the Enlarged Group will be able to anticipate or mitigate the effects of such regulatory or reputational changes, which could have a significant adverse effect on its business, financial condition, and results of operations.

Price increases from manufacturers and supply chain disruptions for GLP-1 treatments could have a negative impact on the Enlarged Group

At present, the GLP-1 weight-loss market is dominated by a small number of manufacturers that control pricing and product supply. As a result, the price at which these products are available to consumers can be subject to price increases by individual manufacturers or supply chain disruptions, which are outside the control of the Enlarged Group. If the Enlarged Group cannot effectively pass price increases through to consumers, its margins may reduce. Similarly, if the Enlarged Group increases its pricing to reflect its higher costs, sales volumes may decline. These adverse price increases and supply chain disruptions could reduce consumer demand for GLP-1 treatments and could impact the Enlarged Group's sales and profit margin.

The Enlarged Group will be required to comply with stringent laws and regulations which are specific to the healthcare and pharmaceutical industry, including those relating to the sale of pharmaceutical products

The industry in which the members of the Enlarged Group operates is governed by various laws and regulations. In the UK, the ePharmacy sector is primarily governed by the GPhC, the MHRA, the GMC, the CQC and VMD. The Enlarged Group must adhere to laws governing remote healthcare and healthcare delivery (including in relation to the sale and marketing of pharmaceutical products, safe dispensing practices, advertising, data protection, and licensing). Such laws and regulations are subject to change and interpretation. There is a risk that the Enlarged Group fails to comply with such requirements and as a result, may be exposed to regulatory action such as the loss of regulatory approvals and fines.

Certain regulatory approvals may be required for the Enlarged Group to secure new contracts or operate in sectors or markets in which the Enlarged Group seeks to expand. The process of obtaining such regulatory approvals may be costly, time-consuming and divert the time and focus of senior management which could prevent the Enlarged Group from its operations. This could have a material adverse impact on the Enlarged Group's business, financial performance and operations. Failure to comply with regulatory approvals or regulation could lead to complaints to regulators, litigation and compensation claims from patients. Such action, as well as safety incidents or bad patient outcomes, could result in significant negative publicity. This may adversely impact the Enlarged Group's reputation and financial performance.

There is also a risk that new laws or regulations are introduced that materially impact the sale of certain products in the Enlarged Group's markets. For example, products representing a significant proportion of the Enlarged Group's revenue (such as GLP-1 weight-loss treatments, as referred to above) could be restricted as to which patients it is legal to sell them to, or which channels it is legal to supply them through, or could be completely banned. Any such new laws or regulations could therefore adversely impact the Enlarged Group's financial performance.

The Enlarged Group's compliance with laws and regulations relating to the ePharmacy market may be more costly or require more resources than expected

The Enlarged Group is likely to incur costs related to the requirement to adhere to strict regulations overseen by the GPhC, the MHRA, the GMC, the CQC and VMD. These include but are not limited to the costs of regulatory approvals and implementation and/or maintenance of systems to meet required regulatory standards. Additional costs may be incurred if the Enlarged Group requires professional advice or a compliance audit to ensure it remains compliant with changing regulations and its existing regulatory obligations. If these costs or the time required by senior management to ensure compliance with these regulations are greater than anticipated, or if the Enlarged Group fails to comply with these regulations, such non-compliance could adversely impact the Enlarged Group's reputation and financial performance.

The Enlarged Group will be required to ensure that clinically safe processes are in place for its handling of medicines

The Enlarged Group's dispensing and inventory handling activities must comply with stringent clinical governance and safety standards (including those set by the GPhC, the MHRA, the GMC, the CQC and VMD). These standards require controls such as patient identity verification, prescription screening, appropriate labelling processes, appropriate inventory storage and secure delivery to the correct patient. Failure in these processes, such as supplying incorrect medicine to a patient or dispensing expired or tampered products could cause patient harm and result in regulatory investigations and sanctions. The Enlarged Group may also be subject to product recalls, reputational harm and a loss of trust from healthcare providers and patients. While the Enlarged Group intends to maintain clinically safe processes and undertake regular employee training, there can be no assurance that errors will not occur, and any such incidents could materially adversely affect the Enlarged Group's financial performance and reputation.

The Enlarged Group may face product liability risks leading to liability claims, reputational harm, and regulatory penalties

The Enlarged Group's business is dependent upon maintaining a strong reputation amongst regulators, healthcare providers, and its customers. The Enlarged Group may face product liability risks from customers or others coming into contact with products sold by the Enlarged Group if it inadvertently distributes counterfeit, expired or incorrect medications. If the Enlarged Group cannot successfully defend itself against product liability claims, the Enlarged Group could incur substantial liabilities. In addition to presenting potential significant health risks to customers, product liability claims may also result in decreased demand for the Enlarged Group's products, related litigation which creates a distraction of management's attention from the Enlarged Group's primary business, regulatory penalties or loss of licences, which would materially adversely affect the Enlarged Group's operations and financial performance.

The Enlarged Group may be susceptible to illegal trade in medicines

The pharmaceutical sector is exposed to illegal trade risks, including counterfeiting, theft, prescription fraud and illegal diversion (that is, when medicinal products are found in a market where they were not sent and where they are not approved to be sold). Public loss of confidence in the integrity of pharmaceutical products as a result of illegal trade, which is beyond the Enlarged Group's control could materially adversely affect the Enlarged Group's financial performance. In addition, undue or misplaced concern about this issue may cause some patients to stop taking their medicines, with consequential risks to their health. If the Enlarged Group is found liable for breaches in its supply chains, authorities may take action, financial or otherwise, that could adversely impact the distribution of its products and have a detrimental impact on the Enlarged Group's reputation and ultimately its financial performance.

The Enlarged Group will face competition risk from existing providers in the ePharmacy sector, as well as the threat of larger new entrants into the ePharmacy sector

The industry in which the Enlarged Group intends to operate is subject to domestic and global competition. The Enlarged Group has a number of competitors in this market, some of whom have been operating for longer and have larger market shares than that of the Enlarged Group. The Enlarged Group has no influence or control over the activities or actions of its competitors, including existing ePharmacies, traditional pharmacy groups, online private prescription providers and new entrants into those markets, whose activities or actions may adversely impact the Enlarged Group's operations and financial performance. Larger competitors may benefit from stronger consumer brands, greater resources, more extensive product ranges, preferential wholesaler terms and purchasing power, priority access to constrained product supply (including GLP-1 weight-loss treatments) and better standards of customer service.

The highly competitive nature of the ePharmacy market means that the Enlarged Group needs to continually innovate its products and services, maintain high standards of customer service and successfully market its offering. The ePharmacy market is also characterised by high price transparency between competitors, which can increase customer acquisition costs and compress margins.

These factors may lead to downward pricing pressure and erosion of margins and may adversely impact on the Enlarged Group's ability to retain existing customers or partners as well as attract new customers or partners. This may restrict the Enlarged Group's ability to offer competitively priced products and grow its customer base. This failure to compete effectively could negatively impact the Enlarged Group's revenue, profitability or cash flow.

Risk of key partners of CloudRx developing their own prescription fulfilment capabilities

CloudRx has a number of key prescribing partners that may seek to develop their own prescription fulfilment capabilities rather than relying on the capabilities of CloudRx. If these key partners develop such capabilities, CloudRx and the Enlarged Group could experience a reduction in demand, loss of key partner relationships (and therefore patient referrals), or increased pricing pressure on its products or services as such partners have alternatives available to them.

The Enlarged Group may also incur additional costs in attempting to retain these key partners or to diversify its sources of patient referrals from such key partners. There can be no assurance that the Enlarged Group will be able to offset the loss of business from such partners, or to successfully diversify its sources of patient referrals, and any resulting decline in sales could have a material adverse effect on the Enlarged Group's business, financial condition, and results of operations.

The Enlarged Group relies on third parties for the supply and transportation of its inventory and significant disruption to the supply chain may adversely impact the Enlarged Group's ability to fulfil orders

The Enlarged Group relies on certain key suppliers, wholesalers and manufacturers for the timely supply of its inventory, without whom the Enlarged Group would not be able to fulfil orders. Many of the products sold by the Enlarged Group (including GLP-1 weight-loss treatments) are difficult to substitute in a timely manner or at all. A variety of issues might disrupt supply chains and result in product shortages. For example, political, legal and economic instability in the countries in which foreign suppliers or manufacturers are located, suppliers' failure to meet the Enlarged Group's standards, issues with labour practices of its suppliers, the availability and cost of ingredients to suppliers, transport availability and cost, and inflation could interrupt the Enlarged Group's sourcing activities.

Any of these factors which cause service disruption and are beyond the Enlarged Group's control, could have negative implications for the Enlarged Group. The Enlarged Group cannot guarantee that services and products delivered from third parties will remain of a high quality in the future and be provided without interruption. In the event of a major disruption to the timely supply of third party products and services, there may be a loss of product sales and alternative suppliers may only be available at higher prices or at the cost of some delay in supply which could negatively affect the Enlarged Group's operations, financial results and performance.

Risk that medication manufacturers develop the capability to dispense and deliver prescriptions directly to patients

There is a risk that certain medication manufacturers may develop the capability to dispense and deliver products directly to patients. Should the Enlarged Group fail to incorporate its services into any such supply chain, and should such prescription fulfilment processes become commonplace, for key product lines or across the market more generally, the Enlarged Group may suffer a significant reduction in patient volumes, which could have a material adverse impact on the Enlarged Group's operations, financial results and performance.

Failure to manage inventory levels: insufficient levels of inventory may lead to loss of sales or loss of customers, while excess inventory could lead to increased costs associated with disposal or the costs of writing off expired inventory

The Enlarged Group may be required to carefully manage inventory levels to operate the business through online platforms successfully. Medicines and other ePharmacy products may have limited shelf-life dates and so the Enlarged Group will aim to avoid accumulation of excess inventory, while at the same time minimising out-of-stock levels and maintaining in-stock levels across all product categories. While the Directors intend to implement the ERP to assist with inventory management, if the time taken by the Enlarged Group to obtain new inventory or sell existing inventory is not anticipated correctly, inventory levels will not be appropriate and this may result in a loss of sales, a loss of customers who are unsatisfied with delivery times, or increased costs of maintaining and managing inventory. Furthermore, the Enlarged Group could incur additional costs for the disposal of expired products or the costs of writing off expired inventory.

The Enlarged Group may be subject to international trade risks and the impact of tariffs from countries from which it sources products

At present, the Enlarged Group sources the majority of its products from UK suppliers. However, it may source products from outside of the UK in the future. Accordingly, the Enlarged Group may be subject to the risks pertaining to international trade, particularly those risks including the imposition of taxes or tariffs on imports, increasing trade tensions arising from geopolitical conditions and changes to import restrictions. If these risks were to affect the Enlarged Group's ability to source goods, or significantly increase its costs of sourcing goods, the Enlarged Group's profit and overall financial condition may be materially adversely affected.

D.    Risks relating to the Ordinary Shares and their trading on AIM

The share price of the Ordinary Shares may be subject to market price volatility and the market price of the Ordinary Shares may decline disproportionately to developments that are unrelated to the Company's operating performance

Potential investors should be aware that the value of shares can go down as well as up and that an investment in a share that is traded on AIM may be less readily realisable and may carry a higher degree of risk than an investment in a share listed on the Official List. The return that investors may realise for their holding of Ordinary Shares, as and when they are able to do so, may be influenced by many factors, some of which will be specific to the Enlarged Group and others of which will be external and unrelated to the Company's operating performance.

In recent years, financial markets have experienced significant price and volume fluctuations that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. Any recessionary economic environment, and the resulting increased levels of volatility and related market turmoil, could have a material adverse effect on the Company's future income, business, operations, financial condition, share price and ability to pay a dividend or return capital to Shareholders.

Share liquidity could impact the ability of investors to sell Ordinary Shares at a time when they want, impacting the ability of investors to realise their investment in the Ordinary Shares

At present, the Company is a small AIM-traded company with low share trading volume. Following Readmission, there may still be low liquidity in the market for the Ordinary Shares and investors may, therefore, be unable to sell their Ordinary Shares. It may be more difficult for an investor to realise his or her investment in an AIM-traded company, such as the Company, than a company whose securities are listed on the Official List. There can be no assurance that an active trading market in the Ordinary Shares will develop, or if developed, that it will be maintained. The AIM Rules for Companies are less demanding as compared to the rules which apply to an entity admitted to the Official List, and investing in shares on AIM may entail higher risks than investing in shares admitted to the Official List.

AIM is a market for emerging or smaller, growing companies and may not provide the liquidity normally associated with the Official List or other exchanges. The future liquidity in the market for the Ordinary Shares cannot be guaranteed. In particular, the market for the Ordinary Shares may be, or may become, relatively illiquid and therefore the Ordinary Shares may be or may become difficult to sell.

There is no guarantee that the Enlarged Group will maintain its quotation on AIM

The Enlarged Group cannot assure investors that the Enlarged Group will always retain a quotation on AIM. If it fails to retain such a quotation, certain investors may decide to sell their Ordinary Shares, which could have an adverse impact on the price of the Ordinary Shares. Additionally, if in the future the Enlarged Group decides to obtain a quotation on another exchange in addition to AIM, the level of liquidity of the Ordinary Shares traded on AIM could decline.

Dilution of Shareholders' interest as a result of additional equity fundraising (such as the Placing) and share consideration for acquisitions

The Enlarged Group's strategy involves acquiring complementary businesses beyond the Acquisitions. Those further acquisitions may be funded by the issue of further Ordinary Shares and/or cash which may be funded either by bank debt, if available to the Enlarged Group, or further equity fundraising. It is possible that the Enlarged Group may decide to issue, pursuant to a public offer or otherwise, additional Ordinary Shares in the future at a price or prices higher or lower than the Placing Price. If additional funds are raised through the issuance of new equity or equity-linked securities (or there is a public perception that such an issuance may occur), other than on a pro-rata basis to existing shareholders of the Company at the relevant time, the percentage ownership of existing shareholders of the Company will be reduced. Shareholders may experience subsequent dilution as any new securities may also have preferred rights, options and pre-emption rights that are senior to the Ordinary Shares. The Enlarged Group may also issue Ordinary Shares as consideration for acquisitions which would also dilute Shareholders' respective shareholdings, resulting in lower voting rights, and less amounts (such as dividends, if these are paid) for such diluted Shareholders.

 

Dilution of Shareholders as a result of the exercise of management incentive arrangements

Vulcan Two has implemented a Management Incentive Plan under which the percentage ownership of a Shareholder could be diluted. The Management Incentive Plan will be further described in the Admission Document.

If new Ordinary Shares are issued to participants in the Management Incentive Plan, the percentage ownership of a Shareholder could be reduced resulting in decreased financial returns and voting rights for diluted Shareholders.

It is anticipated that in due course the Company will establish a further share incentive scheme for executive management, key employees or directors of the Enlarged Group in due course (as will be summarised in the Admission Document). Such a further share incentive scheme would likely provide for the grant of options to acquire Ordinary Shares which, if exercised, would also result in a Shareholder's returns being diluted, and the dilution of voting rights and the percentage of the share capital of the Company held by Shareholders.

Lock-in and orderly market arrangements expire one year from Readmission

The Company has entered into lock-in and orderly market arrangements with certain Directors (the "Vulcan Locked-in Shareholders"). For the avoidance of doubt, the Ordinary Shares held by Michael Kraftman's personal pension (the Bonsai Founders Pension Scheme) are included within the total number of Ordinary Shares subject to these lock-in and orderly market arrangements. The CloudRx Seller has also entered into a lock-in and orderly market arrangement with Canaccord Genuity and the Company, pursuant to the terms of the CloudRx Seller Lock-in Agreement.

In aggregate, immediately following Readmission, 2,022,500 Ordinary Shares will be subject to these lock-in and orderly market arrangements.

Each of the Locked-in Shareholders has agreed not to sell or dispose of any of their Ordinary Shares (including the Consideration Shares, with respect to the CloudRx Seller) for a 12 month period after Readmission, subject to certain limited exceptions. Although the Company is not aware that a Locked-in Shareholder has any present intention or arrangement to do so, a Locked-in Shareholder may, following the expiry of the initial 12 month lock-in period, sell some or all of their Ordinary Shares without restriction other than pursuant to customary orderly market provisions. The market price of Ordinary Shares could decline significantly as a result of any sale of Ordinary Shares by a Locked-In Shareholder or on the perception

that such a sale could occur.

Further details of the lock-in and orderly market arrangements for the Locked-in Shareholders will be set out in the Admission Document.

The Enlarged Group does not intend to pay dividends at the present moment and therefore investors may not see an immediate return on their investment

As will be set out in the Admission Document, the Enlarged Group does not intend to pay a dividend at the present time as the Directors consider that it is more prudent to deploy cash to fund the ongoing growth strategy of the Enlarged Group.

The future dividend policy of the Enlarged Group and the declaration, payment and amount of any future dividends are subject to the discretion of the Directors, and are dependent upon, among other things, the Enlarged Group's financial condition, cash requirements, future prospects, profits available for distribution and other factors deemed to be relevant at the time and on the continued health of the markets in which it operates. There can be no guarantee that the Enlarged Group will pay dividends in the foreseeable future.

Risks relating to VCT investors

The status of the VCT Placing Shares as a qualifying holding for VCT purposes will be conditional on (amongst other things) the Company and the investor both continuing to satisfy the relevant requirements, under VCT Legislation, throughout, broadly, the period during which the VCTs hold the Ordinary Shares. None of the Company, the Directors or the Company's advisers represent, warrant or undertake that the Company or the VCT Placing Shares will comply with the requirements of the VCT Legislation at or following the Placing, that investors will be able to obtain VCT Relief in respect of their VCT Placing Shares, or that in due course such VCT Relief will not be withdrawn.

Circumstances may arise (which may include the sale of the Enlarged Group) where the Directors believe that the interests of the Enlarged Group are not best served by acting in a way that preserves VCT qualifying status, or ensures that the Company and/or the VCT Placing Shares will continue to satisfy the requirements of the VCT Legislation. In such circumstances, the Enlarged Group and the Directors cannot undertake to conduct the activities of the Enlarged Group in a manner designed to preserve any such relief or status. Should the VCT Legislation change, then qualifying status for VCT purposes previously obtained may be lost.

Any person seeking to obtain VCT Relief should consult their own professional tax adviser in order that they may fully understand how the VCT Legislation applies in their individual circumstances.

APPENDIX B

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING

THE ANNOUNCEMENT INCLUDING THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX (THE TERMS AND CONDITIONS) IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THE TERMS AND CONDITIONS AND THE INFORMATION CONTAINED IN THIS APPENDIX IS NOT INTENDED TO AND DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS DIRECTED ONLY AT (I) PERSONS IN MEMBER STATES OF THE EEA WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EEA PROSPECTUS REGULATION; AND (II) PERSONS IN THE UNITED KINGDOM WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF UK POATR, WHO ARE ALSO PERSONS: (A) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE ORDER; (B) WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.) OF THE ORDER; OR (C) TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

BY ACCEPTING THE TERMS AND CONDITIONS, EACH PLACEE REPRESENTS AND AGREES THAT IT COMPLIES WITH THE REQUIREMENTS SET OUT ABOVE. THIS APPENDIX AND THE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO DO NOT COMPLY WITH THE REQUIREMENTS SET OUT ABOVE. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THE ANNOUNCEMENT AND THE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO PERSONS WHO COMPLY WITH THE REQUIREMENTS SET OUT ABOVE. PERSONS INTO WHOSE POSSESSION THE ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND CANACCORD GENUITY TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF, OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES IN THE COMPANY.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND IN RELIANCE ON, REGULATION S UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES WILL BE MADE.

THE ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND, SINGAPORE, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. THE ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER INTO THE UNITED STATES.

The distribution of the Announcement and/or the Placing and/or issue of the Placing Shares in certain jurisdictions may be restricted by law and therefore persons into whose possession the Announcement comes should inform themselves about and observe any such restriction. No action has been taken or will be taken by the Company or Canaccord Genuity or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of the Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required.

The Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of FSMA does not apply.

Each Placee should consult with its own advisers as to legal, tax, business and related aspects of an investment in Placing Shares. The price of shares and the income from them (if any) may go down as well as up and investors may not get back the full amount invested on disposal of shares. Past performance is no guide to future performance. Placees are referred to the risk factors set out in Appendix A of the Announcement for a description of risks associated with an investment in the Placing Shares.

The Terms and Conditions apply to persons making an offer to subscribe for Placing Shares. Each Placee will be deemed to have read and understood the Announcement (including this Appendix) in its entirety and hereby agrees with each of Canaccord Genuity and the Company to be bound by the Terms and Conditions as being the terms and conditions upon which Placing Shares will be issued and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix. A Placee shall, without limitation, become so bound if Canaccord Genuity confirms to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to subscribe for the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

Capitalised terms used in this Appendix shall bear the same meaning as those defined terms used in the Announcement, unless otherwise defined herein.

Introduction

Canaccord Genuity may require a Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations and/or undertakings as it (in its absolute discretion) sees fit.

Details of the Placing Agreement and the Placing Shares

Canaccord Genuity has entered into the Placing Agreement with the Company and the Directors under which Canaccord Genuity has, on the terms and subject to the conditions set out therein, conditionally undertaken to use reasonable endeavours to procure, as the Company's agent, subscribers for the Placing Shares at the Placing Price.

The Placing Shares will, when issued, be subject to the Articles, will be credited as 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 (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will trade on AIM with ISIN GB00BTQLZH16.

The Placing Agreement is subject to customary conditions and termination rights as detailed further below.

Applications for admission to trading on AIM of the Placing Shares

Applications will be made to the London Stock Exchange for admission of the Placing Shares, the Consideration Shares and the Existing Share Capital to be admitted to trading on AIM.

It is expected that settlement of the VCT Placing Shares and VCT Admission will become effective at 8.00 a.m. on or around 18 March 2026 and that dealings in the VCT Placing Shares will commence at that time. It is expected that settlement of the Non-VCT Placing Shares and Readmission will become effective at 8.00 a.m. on or around 19 March 2026 and that dealings in the Non-VCT Placing Shares will commence at that time. In any event, the latest time and date for Readmission is 8.00 a.m. on 2 April 2026 (the Long Stop Date).

Canaccord Genuity will today commence the bookbuilding process in respect of the Placing to determine demand for participation in the Placing by the Placees. The book will open with immediate effect. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Canaccord Genuity and the Company shall be entitled to effect the Placing by such alternative method as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1.      Canaccord Genuity (whether itself or any of its affiliates) is arranging the Placing as placing agent for the Company. Canaccord Genuity is acting exclusively for the Company and no one else in connection with the Placing, VCT Admission and Redmission.

2.      The single price payable in respect of the Placing Shares will be the Placing Price, being 200 pence per Placing Share.

3.       Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate. Canaccord Genuity and/or its affiliates may participate in the Placing as principals. The Company acknowledges that, subject to Canaccord Genuity having consulted with the Company with regard to the proposed Placees in accordance with its allocation policy, Canaccord Genuity shall have absolute discretion as to the allocation of the Placing Shares.

4.       The Company and Canaccord Genuity reserve the right (i) to scale back the number of Placing Shares to be subscribed for by any Placee in the event of the Placing being over‑subscribed; and (ii) not to accept offers for Placing Shares or to accept such offers in part rather than in full. The Company reserves the right to reduce the amount to be raised pursuant to the Placing, in agreement with Canaccord Genuity.

5.      Each Placee's allocation of Placing Shares has been or will be confirmed to Placees orally, or in writing (which can include email), by Canaccord Genuity. Canaccord Genuity's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Canaccord Genuity and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with Canaccord Genuity's written consent (which can include email), such commitment will not be capable of variation or revocation. The Terms and Conditions will be deemed to be incorporated in that Contract Note or such other confirmation and will be legally binding on the Placee on behalf of which it is made and except with Canaccord Genuity's written consent (which can include email) will not be capable of variation or revocation from the time at which it is issued.

6.     Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity (as agent for the Company), to pay to Canaccord Genuity or as Canaccord Genuity may direct in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee at the Placing Price on the Terms and Conditions and in accordance with the Articles.

7.       Each Placee's commitment will be made solely on the basis of the information set out in the Announcement (including this Appendix). By participating in the Placing, Placees will be deemed to have read and understood the Terms and Conditions and the Announcement in its entirety and to be participating and making an offer for the Placing Shares on the Terms and Conditions.

8.     Except as required by law or regulation, no press release or announcement will be made by either of Canaccord Genuity or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

9.       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under `Registration and Settlement'.

10.    All obligations of Canaccord Genuity under the Placing will be subject to fulfilment or (where applicable) waiver of, inter alia, the conditions in the Placing Agreement and to the Placing not being terminated in accordance with the terms of the Placing Agreement.

11.     By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

12.     To the fullest extent permissible by law and the applicable rules of the FCA, neither Canaccord Genuity nor the Company nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of the Terms and Conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and Canaccord Genuity and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither Canaccord Genuity nor the Company nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Canaccord Genuity's conduct of the Placing.

13.     Neither Canaccord Genuity, nor the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision Canaccord Genuity may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Canaccord Genuity. Placees will have no rights against any of Canaccord Genuity, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Further details regarding the EIS Placing Shares and VCT Placing Shares

Investors must take their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances and rely on it. In particular, investors should note it is intended that, if the Placing Agreement has not been terminated in accordance with its terms before such time, the Company will unconditionally allot and issue the VCT Placing Shares on VCT Admission.  Investors should be aware that an investment in the VCT Placing Shares would complete prior to, and is not conditional on completion of the Acquisitions, Readmission or the issue of the Non-VCT Placing Shares and Consideration Shares.

The Non-VCT Placing Shares will be issued on Readmission and dealings in the Non-VCT Placing Shares (along with the admission of the Consideration Shares and the re-admission of the Existing Ordinary Shares and the VCT Placing Shares) will commence at 8.00 a.m. on or around 19 March 2026 (or such later time and/or date as may be agreed by the Canaccord Genuity and the Company, not being later than 8.00 a.m. on  2 April 2026 (the Long Stop Date). Placees acquiring VCT Placing Shares should be aware of the possibility that the VCT Placing Shares might be issued and that none of the remaining Non-VCT Placing Shares are issued and therefore that Readmission may not take place. Consequently, even if the VCT Placing Shares have been issued, there is no guarantee that the placing of the Non-VCT Placing Shares (or the issuance of the Consideration Shares) will become unconditional or that Readmission or completion of the Acquisition Agreements will occur.

Conditions of the Placing

The VCT Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to VCT Admission. Canaccord Genuity's obligations in respect of the VCT Placing under the Placing Agreement are conditional on, inter alia:

1.       the Acquisition Agreements having been signed and become unconditional in all respects subject only to any condition relating to Readmission and any conditions relating to the Placing Agreement becoming unconditional and not being terminated before VCT Admission;

2.      none of the Acquisition Agreements having lapsed (including because of the failure to satisfy a condition of an Acquisition Agreement before the relevant "long stop date"), been terminated or rescinded (or allegedly been terminated or rescinded), save for any termination or rescission of an Acquisition Agreement following Canaccord's prior written consent;

3.    the Company having complied with its obligations under the Acquisition Agreements and the Placing Agreement to the extent that they fall to be performed before VCT Admission;

4.       the Admission Document having been published and made available at all times in accordance with Rule 26 of the AIM Rules;

5.       the passing of the Resolutions at the General Meeting without any amendments not approved by Canaccord Genuity; and

6.       VCT Admission having become effective at or before 8.00 a.m. on the VCT Admission Date,

(the "VCT Placing Conditions").

Canaccord Genuity's obligations in respect of the Non-VCT Placing and Readmission under the Placing Agreement are conditional on, inter alia:

1.       the VCT Placing Conditions having been fulfilled;

2.      the Acquisition Agreements having become unconditional in all respects subject only to any condition relating to Readmission and any conditions relating to the Placing Agreement becoming unconditional and not being terminated before Readmission;

3.       none of the Acquisition Agreements having lapsed (including because of the failure to satisfy a condition of an Acquisition Agreement before the relevant "long stop date"), been terminated or rescinded (or allegedly been terminated or rescinded), save for any termination or rescission of an Acquisition Agreement following Canaccord's prior written consent;

4.    the Company having complied with its obligations under the Acquisition Agreements and the Placing Agreement to the extent that they fall to be performed before Readmission;

5.       the passing of the Resolutions at the General Meeting without any amendments not approved by Canaccord Genuity; and

6.       Readmission having become effective at or before 8.00 a.m. on the Readmission Date.

The Placing Agreement contains certain warranties and representations from the Company and the Directors and an indemnity from the Company for the benefit of Canaccord Genuity. None of the Company, the Directors, and Canaccord Genuity owes any fiduciary duty to any Placee in respect of the representations, warranties, undertakings or indemnities in the Placing Agreement.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by Canaccord Genuity by the relevant time or date specified; or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing (or the VCT Placing and/or the Non VCT Placing, as the case may be) will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

Canaccord Genuity may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions contained in the Placing Agreement. Any such waiver will not affect Placees' commitments as set out in the Announcement.

By participating in the Placing, each Placee agrees that neither Canaccord Genuity nor any of its affiliates, nor any of its directors, officers, employees or agents shall have any liability (whether in contract, tort or otherwise) to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Canaccord Genuity.

Right to terminate under the Placing Agreement

Canaccord Genuity may, in its absolute discretion (following consultation with the Company to the extent practicable), be entitled, at any time before Readmission, to terminate the Placing Agreement in accordance with its terms in certain customary circumstances.

Upon termination of the Placing Agreement, the parties to the Placing Agreement shall be released and discharged from their respective obligations under or pursuant to the Placing Agreement, subject to certain exceptions.

By participating in the Placing, Placees agree that the exercise or non-exercise by Canaccord Genuity of any right of termination or other discretion arising under the Placing Agreement shall be within the discretion of Canaccord Genuity, and neither the Company nor Canaccord Genuity need to make any reference to, or consultation with, Placees and neither the Company nor Canaccord Genuity nor any of their respective affiliates, directors, officers, employees or agents of any of them shall have any liability to Placees whatsoever in connection with any such exercise or failure to exercise.

Restrictions on transactions

The Company has undertaken to Canaccord Genuity that it will not, and will procure that no other member of the Group will, inter alia, between the date of the Placing Agreement and the date which is:

1.       120 days after Readmission, enter into any commitment or agreement or put itself in a position where it is obliged to announce that any commitment or agreement may be entered into, which is or might be material in the context of the Placing and/or Admission; or

2.       six months after Readmission, directly or indirectly, offer, issue, allot, lend, sell, or issue options in respect of, any shares in the Company (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so), save in respect of shares to be issued pursuant to the exercise of options or the granting of options or other awards over shares under a share option or incentive scheme operated by the Company for the benefit of employees of the Group on the Readmission Date or as otherwise fairly disclosed in the Admission Document (together, Awards), provided that the Company has agreed with Canaccord before Readmission the nature and number of such Awards to be granted or the nature and number of such Awards are otherwise fairly disclosed in the Admission Document.

By participating in the Placing, Placees agree that the exercise by Canaccord Genuity of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to abovementioned restrictions under the Placing Agreement shall be within the discretion of Canaccord Genuity and that it need not make any reference to, or consultation with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent or failure to exercise such power.

No Prospectus

The Announcement (including this Appendix) is not a "prospectus" and has not been prepared in accordance with the requirements for a "prospectus" for the purposes of the UK POATR. No prospectus, offering memorandum, offering document or admission document has been or will be submitted to be approved by the FCA, the London Stock Exchange or any other competent authority. In relation to the Placing, no such document has been or will be made available in any jurisdiction in connection with the Placing and no such document is required (in accordance with the EEA Regulation or the UK POATR) to be published.

The Announcement (including this Appendix) has been prepared on the basis that no prohibited offer of securities to the public (within the meaning of the UK POATR) is being made or will be made in the United Kingdom or elsewhere. The placing of New Ordinary Shares referred to in the Announcement (including this Appendix) is being made only in circumstances which do not constitute a prohibited offer to the public for the purposes of the UK POATR.

Accordingly, no "prospectus" is required to be published in connection with the matters described in the Announcement (including this Appendix). Any person who receives the Announcement should not distribute or use it for the purposes of making an offer of securities to the public. Any person who receives this Announcement (including this Appendix) should only do so in circumstances in which no obligation arises for the Company or Canaccord Genuity to produce a "prospectus" for such offer. Neither the Company nor Canaccord Genuity has authorised, nor will either of them authorise, the making of any offer of the Ordinary Shares through any financial intermediary, other than as contemplated in the Announcement (including this Appendix).

Each Placee, by accepting a participation in the Placing, agrees that the content of the Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or Canaccord Genuity or any other person and neither Canaccord Genuity, nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which such Placee may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Canaccord Genuity, the Company or their respective officers, directors, employees or agents.

Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor Canaccord Genuity are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations.

Each Placee should not consider any information in this Announcement (including this Appendix) to be legal, financial, business, investment, tax or other advice. Each Placee should consult its own solicitor, tax adviser, financial adviser or other independent professional adviser for independent legal, financial, tax and other advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise agreed, take place on a delivery-versus-payment basis within the CREST system administered by Euroclear. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by Canaccord Genuity in accordance with the standing CREST settlement instructions which they have in place with Canaccord Genuity.

Settlement of transactions in the Placing Shares (ISIN: GB00BTQLZH16) following VCT Admission or Readmission (as applicable) will take place within CREST provided that, subject to certain exceptions, Canaccord Genuity reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that they deem necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement of the VCT Placing Shares and VCT Admission will become effective at 8.00 a.m. on 18 March 2026 and settlement of the Non-VCT Placing Shares and Readmission will become effective at 8.00 a.m. on 19 March 2026 unless otherwise notified by Canaccord Genuity.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the official bank rate of the Bank of England in force from time to time as determined by Canaccord Genuity.

Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord Genuity may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Canaccord Genuity's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due (chargeable daily on payments not received from Placees on the date due). The relevant Placee will, however, remain liable and shall indemnify Canaccord Genuity on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on Canaccord Genuity such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Canaccord Genuity lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that any form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Neither Canaccord Genuity nor the Company will be liable in any circumstances for the payment of stamp duty or stamp duty reserve tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) will be deemed to irrevocably make the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to Canaccord Genuity (for itself and on behalf of the Company) in respect of such Placee (and any person acting on such Placee's behalf):

1.       that prior to completion it will not enter into any form of stock lending or other loan arrangement in respect of the Placing Shares for which it is subscribing;

2.    that it has read and understood the Announcement (including this Appendix) in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and not in reliance on any information given or any representations, warranties or statements made at any time by any person in connection with VCT Admission or Readmission,  the Company, the Group, the Placing, the Acquisitions or otherwise, other than the information contained herein, and undertakes not to redistribute or duplicate the Announcement;

3.    that the content of the Announcement (including this Appendix) is exclusively the responsibility of the Company, and that none of Canaccord Genuity, nor its affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in the Announcement (including this Appendix) or any information previously or concurrently published by or on behalf of the Company, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in the Announcement (including this Appendix) or otherwise;

4.       that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in the Announcement and any other information previously or simultaneously published by the Company by notification to a Regulatory Information Service (as defined in the AIM Rules), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by Canaccord Genuity, the Company, their respective affiliates, or any of their respective directors, officers or employees or any person acting on behalf of any of them, or, if received, it has not relied upon any such information, representations, warranties or statements (including any management presentation that may have been received by any prospective Placee), and neither Canaccord Genuity nor the Company will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

5.       that none of Canaccord Genuity, the Company nor any of their respective affiliates or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company other than the Announcement;

6.      that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Canaccord Genuity nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in the Announcement; nor has it requested Canaccord Genuity, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

7.       that no prospectus has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus in connection with the Placing; 

8.       that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

9.      that it (and any person acting on its behalf) has the funds available to pay in full for the Placing Shares for which it has agreed to subscribe and that it will pay the total amount due by it in accordance with the Terms and Conditions and, as applicable, as set out in the Contract Note on the due time and date, failing which the relevant Placing Shares may be placed with other subscribers or sold as Canaccord Genuity may in their discretion determine and without liability to such Placee;

10.     that the exercise by Canaccord Genuity of any right or discretion under the Placing Agreement shall be within the absolute discretion of Canaccord Genuity and Canaccord Genuity need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against Canaccord Genuity or the Company, or any of their respective affiliates, officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;

11.   that this Appendix represents the whole and only agreement between it, Canaccord Genuity and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information, representation, warranty or statement in relation to the Company or any of the Placing Shares other than as contained in the Announcement or any other information previously or simultaneously published by the Company by notification to a Regulatory Information Service (as defined in the AIM Rules), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, nor Canaccord Genuity nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

12.     that it acknowledges that no person is authorised in connection with the Placing to give any information or make any representation other than as contained in the Admission Document and the Announcement and, if given or made, any information or representation must not be relied upon as having been authorised by Canaccord Genuity or the Company;

13.     that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in the UK POATR and the EEA Prospectus Regulation (as applicable), (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom or in any EEA Member State other than "qualified investors" as defined in the UK POATR or the EEA Prospectus Regulation (as applicable) or in circumstances in which the prior consent of Canaccord Genuity has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in the United Kingdom or in any EEA Member State other than "qualified investors" as defined in the UK POATR or the EEA Prospectus Regulation (as applicable), the offer of those Placing Shares to it is not treated under the UK POATR or the EEA Prospectus Regulation (as applicable) as having been made to such persons;

14.   that neither it nor, as the case may be, its clients expect Canaccord Genuity to have any duties or responsibilities to such persons similar or comparable to the duties of 'best execution' and 'suitability' imposed by the FCA's Conduct of Business Source Book, and that Canaccord Genuity is not acting for it or its clients, and that Canaccord Genuity will not be responsible for providing the protections afforded to customers of Canaccord Genuity or for providing advice in respect of the transactions described herein;

15.     that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for the Placing Shares as a result of any 'directed selling efforts' as defined in Regulation S;

16.     that it is not and was not acting on, or for the account or benefit of a US person (as defined in Regulation S) or a person located within the United States at the time the undertaking to subscribe for Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from the registration requirements of the US Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

17.     that, unless specifically agreed with Canaccord Genuity, it is not a national or resident of the United States, Australia, Canada, New Zealand, Japan or the Republic of South Africa;

18.     that, if it is outside the United Kingdom, neither the Announcement nor any other offering, marketing or other material in connection with the Placing constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for Placing Shares pursuant to the Placing unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and Placing Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

19.     that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

20.     that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States;

21.     that it is entitled to subscribe for Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it and that it has fully observed such laws and regulations, it has capacity to enter into and perform its obligations as a subscriber for Placing Shares, it has obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Canaccord Genuity or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

22.     that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;

23.     that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (i) to acquire the Placing Shares for each managed account; (ii) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix of which it forms part; and (iii) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Canaccord Genuity;

24.     that, if resident in an EEA Member State and unless otherwise agreed by Canaccord Genuity, it is a 'qualified investor' (as defined in article 2(e) of the EEA Prospectus Regulation);

25.     that, if resident in the United Kingdom, it is a Relevant Person;

26.     that, unless otherwise agreed by Canaccord Genuity, it is a 'professional client' or an `eligible counterparty' within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

27.    it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

28.     that any money held in an account with Canaccord Genuity (or its nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Canaccord Genuity's (or its nominees) money in accordance with such client money rules and will be used by Canaccord Genuity in the course of its own business and each Placee will rank only as a general creditor of Canaccord Genuity;

29.     that it will (or will procure that its nominee will), if applicable, make notification to the Company of the voting interest in the Placing Shares in accordance with the provisions of the Articles;

30.     that if it indicates to Canaccord Genuity that it wishes to subscribe for:

a)   VCT Placing Shares, it confirms that it is a VCT, subscribing for such VCT Shares pursuant to the Placing using VCT funds; and/or

b)   non-VCT Placing Shares, settlement and admission to trading of such New Ordinary Shares will be on the Readmission Date;

31.     that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

32.     that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until VCT Admission (in respect of the VCT Placing Shares) or Readmission (in respect of the Non-VCT Placing Shares) becomes effective;

33.     that it appoints irrevocably any director of Canaccord Genuity as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

34.     that, as far as it is aware, it is not 'acting in concert' (within the meaning given in the Takeover Code) with any other person in relation to the Company;

35.     that the Announcement does not constitute a securities recommendation or financial product advice and that neither Canaccord Genuity nor the Company has considered its particular objectives, financial situation and needs;

36.     that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares, is experienced in investing in securities of this nature, and is aware that it may be required to bear, and it, and any accounts for which it may be acting, is able to bear the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

37.     except as set out in paragraph 37 below, represents and warrants that it has neither received nor relied on any 'inside information' (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares on the basis of inside information;

38.     that if it has received any 'inside information' (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities, confirms that it has received such information within the market soundings regime provided for in article 11 of the UK MAR and associated delegated regulations and it has not: (i) dealt (or attempted to deal) in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company; or (iii) unlawfully disclosed inside information to any person, prior to such information being made publicly available;

39.     that it will indemnify and hold the Company and Canaccord Genuity and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and Canaccord Genuity will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Canaccord Genuity and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to the Announcement (including this Appendix), are given to Canaccord Genuity for itself and on behalf of the Company and will survive completion of the Placing and VCT Admission and/or Readmission (as the case may be);

40.     that time shall be of the essence as regards its obligations pursuant to the Terms and Conditions;

41.     that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the Terms and Conditions of the Placing, and that it is not relying on the Company or Canaccord Genuity to provide any legal, financial, tax or other advice to it;

42.     that all dates and times in the Announcement may be subject to amendment and that Canaccord Genuity shall notify it of such amendments;

43.     that:

a)   it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of the FSMA and the UK MAR;

b)   in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017; and

c)   it is not a person:

i.    with whom transactions are prohibited under the applicable law or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the US Department of the Treasury;

ii.    named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

iii.   subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the Regulations); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and it has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such subscription, and it will provide promptly to Canaccord Genuity such evidence, if any, as to the identity or location or legal status of any person which Canaccord Genuity may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Canaccord Genuity on the basis that any failure by it to do so may result in the number of New Ordinary Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Canaccord Genuity may decide in its absolute discretion;

44.     that it will not make any offer to the public of those Placing Shares to be subscribed for within the meaning of section 85(1) of the FSMA and the UK POATR or an offer to the public in any EEA Member State within the meaning of the EEA Prospectus Regulation;

45.     that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution-only basis or under specific instructions to subscribe for the Placing Shares for the account of any third party;

46.     that it acknowledges that these Terms and Conditions and any agreements entered into by it pursuant to these Terms and Conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or Canaccord Genuity in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

47.    that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Canaccord Genuity;

48.     that Canaccord Genuity and the Company do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

49.   that any of the Placee's clients, whether or not identified to Canaccord Genuity, will remain its sole responsibility and will not become clients of Canaccord Genuity for the purposes of the rules of the FCA or for the purposes of any other statutory or regulatory provision; and

50.     that Canaccord Genuity or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Canaccord Genuity.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

The Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, expressed or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity or by any of its affiliates or agents as to or in relation to the accuracy or completeness of the Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Miscellaneous

On application, if a Placee is an individual, that Placee may be asked to disclose in writing or orally their nationality. If a Placee is a discretionary fund manager, that Placee may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Placing will be sent at the Placee's risk. They may be sent by post to such Placee at an address notified by such Placee to one of Canaccord Genuity, or as relevant.

In the case of a joint agreement to subscribe for and/or acquire Placing Shares under the Placing, references to a Placee in the Terms and Conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Canaccord Genuity and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and to the Placing Agreement not having been terminated.

DEFINITIONS

Acquisition Agreements	together, the CloudRx Acquisition Agreement, the Hyperdrug Acquisition Agreement, and the WebMed Acquisition Agreement
Acquisition Completions	together, the CloudRx Completion, the Hyperdrug Completion and the Webmed Completion
Acquisitions	together, the CloudRx Acquisition, the Hyperdrug Acquisition and the WebMed Acquisition
Admission Document	the document, which will be an "admission document" (as defined in the AIM Rules for Companies) and an MTF admission prospectus within the meaning of regulation 21(3) of the POATRs, which is expected to be published by the Company on 27 February 2026;
AIM	the AIM market operated by the London Stock Exchange
AIM Applications	the VCT Admission Application and the Readmission Application
AIM Rules	the AIM Rules for Companies published by the London Stock Exchange from time to time
ADHD	attention deficit hyperactivity disorder
Announcement	this announcement
API	application programming interface
Articles	the articles of association of the Company from time to time
B2B	business-to-business
B2C	business-to-consumer
B2B2C	business-to-business-to-consumer
Business Day	a day (other than a Saturday, Sunday or public holiday) on which banks are generally open for business in London
CAGR	compound annual growth rate
Canaccord Genuity	Canaccord Genuity Limited, a company incorporated in England and Wales with company number 01774003 and having its registered office at 88 Wood Street 10th Floor, London EC2V 7QR, nominated adviser and broker to the Company
CloudRx	CloudRx Holdings Limited, a company incorporated in England and Wales with company number 14537939
CloudRx Acquisition	the acquisition by Vulcan Two of the entire issued share capital of CloudRx pursuant to the CloudRx Acquisition Agreement
CloudRx Acquisition Agreement	the conditional share sale and purchase agreement dated 26 February 2026 between Vulcan Two and the CloudRx Seller in relation to the CloudRx Acquisition
CloudRx Completion	completion of the CloudRx Acquisition in accordance with the CloudRx Acquisition Agreement
CloudRx Seller	Daniel Lee, being the only holder of shares in CloudRx
Company	Vulcan Two Group plc, a company incorporated in England and Wales with company number 16632702, having its registered office at 201 Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT
Consideration Shares	the 500,000 New Ordinary Shares proposed to be issued to the CloudRx Seller upon Readmission, as partial satisfaction of the consideration due under the terms of the CloudRx Acquisition Agreement and pursuant to the CloudRx Put and Call Deed
CQC	the Care Quality Commission, being the independent regulator of health and adult social care services in England, established under the Health and Social Care Act 2008
CREST	the computer-based system and procedures which enable title to securities to be evidenced and transferred without a written instrument, administered by Euroclear in accordance with the CREST Regulations
CREST Regulations	the Uncertificated Securities Regulations 2001 (SI 2001/3755), including: (i) any enactment or subordinate legislation which amends those regulations; and (ii) any applicable rules made under those regulations or such enactment or subordinate legislation for the time being in force
D2C	direct-to-consumer
Directors or Board	the directors of the Company as at the date of the Announcement
EBITDA	earnings before interest, taxes, depreciation and amortisation
EEA	European Economic Area
EEA Member State	a member state of the European Economic Area
EEA Prospectus Regulation	Regulation (EU) 2017/1129 of the European Union
Enlarged Share Capital	the issued share capital of the Company immediately following Readmission, comprising the Existing Ordinary Shares and the New Ordinary Shares
Euroclear	Euroclear UK & International Limited, a company incorporated under the laws of England and Wales with registered number 2878738 and the operator of CREST
EUWA	the European Union (Withdrawal) Act 2018, as amended
Executive Directors	the executive Directors being Michael Kraftman and Brendan O'Brien and, following his appointment as a Director of the Company upon Readmission, Keith Butcher
Existing Ordinary Shares	the 6,775,000 Ordinary Shares in issue as at the date of the Announcement
FCA	the Financial Conduct Authority of the United Kingdom
FSMA	the Financial Services and Markets Act 2000, as amended
General Meeting	the general meeting of the Company to be held at the offices of Canaccord Genuity Limited, 88 Wood Street, 10th Floor, London EC2V 7QR at 10.00 a.m. on 17 March 2026
GMC	General Medical Council
GP	general practitioner
GPhC	the General Pharmaceutical Council
Group	the Company and its subsidiary undertakings from time to time; as at the date of this Announcement, the Group comprises the Company and Vulcan Two
HRT	hormone replacement therapy
Hyperdrug	Hyperdrug Pharmaceuticals Limited, a company incorporated in England and Wales with company number 01898060
Hyperdrug Acquisition	the acquisition by the Vulcan Two of the entire issued share capital of Hyperdrug pursuant to the Hyperdrug Acquisition Agreement
Hyperdrug Acquisition Agreement	the conditional share sale and purchase agreement dated 26 February 2026 between Vulcan Two and the Hyperdrug Sellers in relation to the Hyperdrug Acquisition
Hyperdrug Sellers	Christine Watson, Geoffrey Watson, Ben Watson (as trustee for and on behalf of himself and Lesley Watson as joint holders), and John Watson
Investing Policy	the investing policy of the Company referred to in the admission document of the Company dated 29 August 2025 for the IPO
IPO	the Company's admission to trading on AIM on the Original Admission Date
Locked-In Shareholders	the Vulcan Locked-in Shareholders and the CloudRx Seller
London Stock Exchange	London Stock Exchange plc
Long Stop Date	means 2 April 2026
Management Incentive Plan	the management incentive plan which is operated by Vulcan
MHRA	the Medicines and Healthcare products Regulatory Agency
Net Profit	profit after tax
New Ordinary Shares	together, the Placing Shares and the Consideration Shares
NHS	the National Health Service, being the publicly funded healthcare system in the United Kingdom
Non-VCT Placing	the conditional placing of the Non-VCT Placing Shares at the Placing Price by Canaccord Genuity, pursuant to the Placing Terms
Non-VCT Placing Shares	the New Ordinary Shares proposed to be issued by the Company pursuant to the Placing to those Placees who do not comprise VCTs or other investors seeking to qualify for VCT Relief
Official List	the official list maintained by the FCA
Order	the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
Ordinary Shares	ordinary shares of £0.10 each in the capital of the Company
Original Admission Date	3 September 2025
Panel	the Panel on Takeovers and Mergers
Placees	the subscribers for Placing Shares pursuant to the Placing
Placing	together the Non-VCT Placing and the VCT Placing
Placing Agreement	the conditional agreement in relation to the Placing and Admission entered into by the Company, Canaccord Genuity, the Directors and the Proposed Director on the date of this Announcement
Placing Price	£2.00 per Placing Share
Placing Shares	together, the Non-VCT Placing Shares and the VCT Placing Shares
Placing Terms	the terms and conditions for the Placing, as set out in Appendix B
Proposed Director	Keith Butcher, who is to be appointed as a Director of the Company upon Readmission
Readmission	the readmission of the Existing Ordinary Shares and the VCT Placing Shares, and the admission of the non-VCT Placing Shares and the Consideration Shares, in each case to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
Readmission Application	the application to be made by the Company for Readmission
Readmission Date	the date on which Readmission becomes effective
Regulation S	Regulation S under the US Securities Act
Resolutions	the resolutions (each being a Resolution) to be proposed and voted upon at the General Meeting and which are to be contained in the Notice of General Meeting set out at the end of the Admission Documentv
Reverse Takeover	a reverse takeover as defined in Rule 14 of the AIM Rules for Companies
Sellers	together, the CloudRx Seller, the Hyperdrug Sellers and the Webmed Seller
Shareholders	holders of Ordinary Shares, each a "Shareholder"
Supplementary Admission Document	any supplementary admission document prepared in relation to the Company in accordance with Rule 3 of the AIM Rules
Takeover Code	the City Code on Takeovers and Mergers published by the Panel
Targets	together, CloudRx, Hyperdrug and Webmed
TRT	testosterone replacement therapy
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
UK MAR	the UK version of the Market Abuse Regulation (Regulation 596/2014) which is part of English law by virtue of EUWA, as amended
UK POATR	the UK Public Offers and Admissions to Trading Regulations 2024 (SI 2024/105)
US or United States	the United States of America
US Persons	has the meaning given in Regulation S
US Securities Act	the US Securities Act of 1933, as amended
VCT	venture capital trust
VCT Admission	admission of the VCT Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
VCT Admission Application	the application to be made by the Company for VCT Admission
VCT Admission Date	the date on which VCT Admission becomes effective
VCT Legislation	Part 6 of the Income Tax Act 2007 and any provisions of UK or European law referred to therein
VCT Placing	the conditional placing of the VCT Placing Shares at the Placing Price by Canaccord Genuity, pursuant to the Placing Terms
VCT Placing Shares	means the New Ordinary Shares proposed to be issued by the Company pursuant to the Placing to those Placees comprising certain VCTs and other investors seeking to qualify for VCT Relief
VCT Relief	relief from UK tax under the VCT Legislation
VMD	Veterinary Medicines Directorate
Vulcan Two	Vulcan Two Ltd, a company incorporated in England and Wales with company number 13796416 and a wholly owned subsidiary of the Company
WebMed	Webmed Pharmacy Limited, a company incorporated in England and Wales with company number 09331258
WebMed Acquisition	the acquisition by the Vulcan Two of the entire issued share capital of WebMed pursuant to the WebMed Acquisition Agreement
WebMed Acquisition Agreement	the conditional share sale and purchase agreement dated 26 February 2026 between Vulcan Two and the Webmed Sellers in relation to the Webmed Acquisition
Webmed Completion	completion of the Webmed Acquisition in accordance with the Webmed Acquisition Agreement
Webmed Sellers	Margaret McGhee Hudson and Peter Geoffrey Hudson
£ and p	United Kingdom pounds sterling and pence respectively
$ and Dollar	the lawful currency of the United States

 

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