Proposed acquisition and suspension of trading

Auctus Growth plc

22 April 2015

Auctus Growth plc ('Auctus', the 'Company')

PROPOSED ACQUISITION AND SUSPENSION OF TRADING IN THE COMPANY'S SHARES

The board of directors of the Company has entered into an exclusivity period in regard to the possible acquisition of a social media platform ("Proposed Acquisition"). The Proposed Acquisition is conditional on the completion of legal due diligence and re-admission of the enlarged entity on AIM whereupon the Company's listing on the Main Market will be cancelled.

The Proposed Acquisition, if completed, would constitute a reverse takeover under the Listing Rules. As the Company is currently unable to provide a full disclosure under Listing Rule 5.6.15, it has requested a suspension of trading in its shares with immediate effect.

Both companies have now engaged advisors to rapidly progress the requisite due diligence and documentation to complete a reverse takeover transaction. The Board believes the target company, a peer to peer content sharing platform, has reached a very exciting stage of its development and is managed by a team of highly talented and innovative people.

It is anticipated that the newly enlarged entity will be admitted to trading on AIM during Q2 2015. Whilst the board is resolute in its efforts to execute the Proposed Acquisition, no binding agreement has yet been reached and accordingly, the Board cannot at this stage guarantee its completion.

Further announcements will be made in due course.