Proposed Sale of Oncogeni Ltd

10 March 2025

Roquefort Therapeutics plc

("Roquefort Therapeutics" or the "Company")

Proposed Sale of Oncogeni Ltd

Roquefort Therapeutics (LSE:ROQ), the Main Market listed biotech company focused on developing first in class medicines in the high value and high growth immunology and oncology markets, is pleased to announce the signing of a term sheet for the proposed sale of its wholly owned subsidiary Oncogeni Ltd ("Oncogeni") to The Nations Trust Holding LLC ("Nations Trust") for a consideration cash amount of up to US$12 million (the "Term Sheet"). Roquefort Therapeutics and Nations Trust Holding intend to sign a binding share purchase agreement (the "SPA") within 60 days, at which time further details of the transaction will be announced.

Principal Transaction Terms

The Term Sheet includes the following principal terms:

· Sale of 100% of the issued share capital of Oncogeni to Nations Trust; and

· Cash consideration of US$12 million consisting of upfront and milestone payments.

Oncogeni Portfolio

Oncogeni holds the Company's exclusive licences to the Mesodermal Killer cell (MK) and STAT-6 siRNA (siRNA) patents. Since acquiring Oncogeni in 2022 for £5 million in consideration (100% shares), Roquefort Therapeutics has completed the in-house development of the MK and siRNA programs in oncology and immunology indications and expanded the siRNA patent portfolio.

About Nations Trust Holding LLC

Nations Trust Holding LLC, based in the UAE, is one of the largest and most diversified conglomerates based in the UAE with dedicated Investment and R&D subsidiaries and services.

The Company will provide shareholders with further updates regarding the progress of the SPA as appropriate.

Ajan Reginald, Roquefort Therapeutics CEO commented:

"The proposed sale of Oncogeni is an important step towards completing the initial phase of the Company's strategy to acquire and develop pre-clinical assets and to then realise value through completing trade-sale transactions. We are pleased to be working with such a well-funded and highly resourced partner to take the Oncogeni portfolio into clinical trials, which if successful, will create long term value for the Company."

Regulatory Information

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

ENDS

Enquiries:

LEI: ‎254900P4SISIWOR9RH34

About Roquefort Therapeutics

Roquefort Therapeutics (LSE:ROQ) is developing first in class drugs in the immunology and oncology markets prior to securing a value accretive exit.

Roquefort Therapeutics' portfolio consists of five novel patent-protected pre-clinical anti-cancer and immunology assets. 

For further information on Roquefort Therapeutics, please visit www.roquefortplc.com