Directors’ Share Purchases and Share Options

Prior to publication, the information contained within this announcement was deemed by the Company to constitute inside information for the purposes of Article 7 under the Market Abuse Regulation (EU) No. 596/2014 ("MAR"). With the publication of this announcement, this information is now considered to be in the public domain.

28 October 2020

Zoetic International plc

("Zoetic" or the "Company" or the "Group")

Directors' Share Purchases and Share Options

Zoetic International plc (LSE: ZOE), the London-listed vertically integrated CBD company, has today been informed that its two directors, Trevor Taylor and Antonio Russo, have each agreed to purchase 500,000 ordinary shares of 1 pence each in the capital of the Company ("Ordinary Shares") from an existing shareholder at a price of US$0.51 (approximately 39p) per Ordinary Share (the "Transactions"). The Transactions are being undertaken off-market and are expected to complete within the next two weeks.

Mr Taylor and Mr Russo each currently hold 6,450,000 Ordinary Shares, and following the Transactions, will each hold 6,950,000 Ordinary Shares, equivalent to approximately 3.57 per cent of the currently issued Ordinary Shares.

The Company announced on 8 October 2019 the introduction of a new share option scheme (the "Scheme"), under which options were granted over 7,155,000 Ordinary Shares at an exercise price of 10 pence per Ordinary Share (the "Options"). Since that date certain Option holders have left the service of the Group and 5,775,000 of the Options have been returned to the Option pool. These returned Options have today been reassigned equally to Trevor Taylor and Antonio Russo on their original terms. Under these original terms, the Options shall vest over three years from the date of grant (8 October 2019) subject to continued employment and these performance conditions:

1. 50 per cent of the Options will vest at any time after the second anniversary of grant if the 30-day volume-weighted price of the Company's ordinary shares ("VWAP") is 14 pence or more per Ordinary Share;

2. a further 50 per cent of the Options will vest at any time after the second anniversary of grant if the 30-day VWAP is 18 pence or more per Ordinary Share, this part of the award will vest in full; and 

3. if condition (2) is not satisfied but, by the third anniversary of grant, the VWAP is between 14 pence and 18 pence per Ordinary Share, the remaining Options will vest on a pro-rated straight-line basis (or will otherwise lapse).

Once vested, the Options expire on the tenth anniversary of the date of grant (8 October 2029) if not exercised.

Mr Taylor and Mr Russo each hold 190,000 existing Options under the Scheme.

**ENDS**

Enquiries

Zoetic International plc c/o IFC Advisory

Trevor Taylor, Co-CEO

Allenby Capital Limited (Financial Adviser and Broker) +44 (0) 20 3328 5656

Nick Harriss (Corporate Finance)

Nick Naylor (Corporate Finance)

Guy McDougall (Equity Sales)

IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630

Tim Metcalfe

Graham Herring

Florence Chandler