Notice of General Meeting

5 March 2025

Versarien plc

("Versarien" or the "Company")

Notice of General Meeting

Versarien plc (AIM: VRS), the advanced materials engineering group, announces that a Notice of General Meeting ("General Meeting") will be posted to shareholders today. The General Meeting will be held on 24 March 2025 at 10.00 a.m. at the offices of Fieldfisher LLP, Riverbank House, 2 Swan Lane, London EC4R 3TT. The purpose of the General Meeting is to renew the Company's share capital authorities.

The formal notice of the General Meeting including full details of all resolutions to be proposed ("Resolutions") is available to view on the Company's website at www.versarien.com.

The Company values shareholder participation and values the votes of shareholders, so it encourages all shareholders to exercise their voting rights by completing and submitting a proxy form as soon as possible. It would also be helpful if shareholders could submit any questions in advance of the General Meeting via IFC Advisory Limited, the Company's financial PR and investor relations adviser, at [email protected].

Background

At the Company's Annual General Meeting on 30 April 2024 shareholders approved resolutions giving the Board authority to allot 2,976,339,014 ordinary shares with such authority to expire at the conclusion of the Company's next Annual General Meeting.

That authority has now been used in full and the Directors do not currently have the authority to allot further ordinary shares. The Directors now wish to renew that authority in advance of the 2025 Annual General Meeting to provide the Board with the maximum flexibility to raise the funds necessary to enable the Company to continue as a going concern. As part of the Company's ongoing quest to source additional working capital, the Board is currently in advanced discussions with a third party with a view to completing a strategic investment in the Company at a premium to the current share price which, if completed, is expected to be approximately 15 per cent. of the Company's then enlarged capital. Without the renewal of the share capital authorities this potential transaction could not be completed, although there can be no certainty that it will do so, nor that is will be for the amount or at the price currently contemplated by the Board. If it does not complete then the Board will seek to use the proposed share capital authorities to raise further equity capital in order to ensure that the Company has sufficient working capital to carry on its business.

As stated in the 2023 Annual Report, the Company is reliant upon its ability to access capital until such time as it achieves profitability and positive cash flow. As shown by the unaudited interim results, the Company has materially reduced its annual losses and is increasing its graphene revenues as it makes progress towards its objectives. This, together with the repayment deferment agreed with Innovate UK, provides a platform for the Company to continue as a going concern.

With the exception of the disposal of Total Carbide Limited, which remains an ongoing process, the strategy to turnaround the business has largely been completed and we have a much-simplified business with a lower cost base.

In addition, we have been pleased by the support provided by Innovate UK through extending the date for repayments of the loan principal to August 2026. We look forward to providing further updates in due course.

Recommendation

The Board considers that the renewal of the share authorities and the Resolutions are in the best interests of the Company and its Shareholders as a whole and accordingly recommends that Shareholders vote in favour of the Resolutions.

If the Resolutions are not approved at the General Meeting the Company's ability to operate as a going concern will be put at risk.

All references to times in this timetable are to London times and each of the times and dates are indicative only and may be subject to change.

Terms used and not defined in this announcement shall have the same meanings given to them in the Notice of General Meeting.

This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of MAR.

For further information please contact:

For further information please see: http://www.versarien.com