Issue of Unsecured Convertible Loan Notes

Tricor plc

("Tricor" or the "Company")

Issue of Unsecured Convertible Loan Notes

Drawdown on Reed Works Working Capital Facility

Tricor announces that the Company has drawn down the remaining £40,000 under the £50,000 working capital facility provided by Reed Works Limited ("Reed Works"). The Company will issue £40,000 of 0% unsecured convertible loan notes (the "Tranche 2 Notes") to Reed Works in exchange for the £40,000 working capital funding. On 15 January 2016, the Company announced that it has drawn down the first £10,000 of working capital from Reed Works and Reed Works was issued £10,000 of 0% unsecured convertible loan notes (the "Tranche 1 Notes"). The facility drawn down will be used to fund the working capital needs of the Company.

Under the terms of the facility agreement with Reed Works, details of which are set out in the announcement on 23 December 2015, the Company is entitled to draw down the full £50,000 facility within 6 months from 23 December 2015, i.e. on or before 22 June 2016. In order to enable the company to draw down the remaining £40,000 working capital facility, Tricor and Reed Works have entered into a variation letter to extend the facility period to 31 August 2016.

The Tranche 2 Notes may be converted at the discretion of the Company or Reed Works at any time on or before 31 December 2018 in whole or in part into new Ordinary Shares at the conversion rate of 0.3p for each Ordinary Share. Upon conversion of the Tranche 1 and Tranche 2 Notes, Reed Works will be issued 16,666,666 Ordinary Shares (representing approximately 9.0 per cent. of the current issued share capital) and 66,666,664 warrants (representing approximately 35.9 per cent. of the current issued share capital). These warrants can be exercised at any time up until 31 December 2018 at an exercise price of 0.3p per warrant.

Subscription of Additional Unsecured Convertible Loan Notes by Reed Works

In addition, Reed Works has the right, but not the obligation, to subscribe for an additional £250,000 of unsecured convertible notes at any time until 31 December 2018 upon the same terms and conditions as the Tranche 1 and Tranche 2 Notes.

On 10 August 2016, Reed Works sent the Company a notice, exercising their right in subscribing to an additional £30,000 of 0% unsecured convertible loan notes (the "Tranche 3 Notes"). Upon conversion of the Tranche 3 Notes, Reed Works will be issued another 10,000,000 Ordinary Shares (representing 5.4% of the current issued share capital) and 40,000,000 warrants (representing approximately 21.5 per cent. of the current issued share capital). These warrants can be exercised at any time up until 31 December 2018 at an exercise price of 0.3p per warrant.

If Reed Works exercises its right to subscribe to the additional £250,000 in full, together with the first £50,000 subscribed (Tranche 1 and Tranche 2 Notes), conversion of these Notes in full would result in the issue of 100,000,000 Ordinary Shares and exercise of the Warrants in full would result in the issue of 400,000,000 Ordinary Shares which, in aggregate, would represent approximately 72.9 per cent. of the as enlarged issued Ordinary Share capital of the Company (assuming that no other Ordinary Shares are issued and none of the other warrants already issued by the Company are converted). The Notes cannot be converted and the Warrants cannot be exercised if it would result in the Noteholder and its concert parties holding, in aggregate, interests representing 30% or more the Company's issued share capital or would otherwise trigger rule 9 of the Takeover Code.

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