Result of upsized oversubscribed BookBuild Offer

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE BOOKBUILD OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF POOLBEG PHARMA PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY BY SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF POOLBEG PHARMA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AS AMENDED. 

FOR IMMEDIATE RELEASE.

23 May 2025

Poolbeg Pharma PLC

Result of upsized and oversubscribed BookBuild Offer

· Conditionally raised gross proceeds of £150,000 from the upsized and oversubscribed BookBuild Offer

· Total gross proceeds conditionally raised pursuant to the Fundraising therefore increased to £4.865 million

· Use of net proceeds from the Fundraising:

o  Phase 2a clinical trial for POLB 001, targeting prevention of cancer immunotherapy-induced Cytokine Release Syndrome (CRS)

o  Oral GLP-1 proof-of-concept clinical trial

o  Cash runway extended through to 2027

Poolbeg Pharma plc (AIM: POLB, 'Poolbeg Pharma' or the 'Company'), a clinical-stage biopharmaceutical company focussed on the development of innovative medicines to address unmet medical needs, announces that, further to the announcements made on 20 May 2025, regarding the proposed BookBuild Offer (the "BookBuild Offer Announcement"), and on 22 May 2025, regarding the increased size of the BookBuild Offer to £150,000, and, following the closing of the BookBuild Offer on 22 May 2025, 6,000,000 BookBuild Offer Shares will be issued at 2.5 pence per BookBuild Offer Share, conditionally raising gross proceeds for the Company of £150,000.

In aggregate, following the closing of the BookBuild Offer, together with the previously announced Placing and Subscription, the Company has conditionally raised total gross proceeds of £4.865 million.

The BookBuild Offer was oversubscribed and allocations were therefore made to shareholders applying the principles of soft pre-emption. Shareholders whose orders matched or exceeded their soft pre-emptive allowance received 100 per cent of their allowance, with all orders in excess of the allowance scaled back equally.

Capitalised terms not defined in this announcement (this "Announcement") have the meanings given to them in the BookBuild Offer Announcement.

The BookBuild Offer is subject to the passing of certain resolutions at a general meeting of the Company to be held at the offices of DAC Beachcroft LLP at The Walbrook Building, 25 Walbrook, London, England, EC4N 8AF, UK at 2.00 p.m. on 23 June 2025 and conditional upon, amongst other things, the New Ordinary Shares being admitted to trading on the AIM market ("AIM") operated by London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Admission, settlement and dealings

Application will be made to the London Stock Exchange for the BookBuild Offer Shares to be admitted to trading on AIM.

Admission is expected to take place at 8.00 a.m. on 25 June 2025 and dealings in the BookBuild Offer Shares are expected to commence at 8.00 a.m. on 25 June 2025 or, in each case, such later time and/or date as Shore Capital and the Company agree (being in any event no later than 8.00 a.m. on 23 July 2025).

The BookBuild Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Total Voting Rights

Following Admission of the 197,200,000 New Ordinary Shares (being the Placing Shares, the Subscription Shares, the BookBuild Offer Shares and the Fee Shares), the total issued capital of the Company will consist of 697,200,000 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company following Admission will be 697,200,000 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.

About Poolbeg Pharma plc 

Poolbeg Pharma plc is a clinical-stage biopharmaceutical company focussed on the development of innovative medicines to address unmet medical needs. The Company's clinical programmes target large addressable markets including, cancer immunotherapy-induced Cytokine Release Syndrome ("CRS") and metabolic conditions such as obesity with the development of an oral encapsulated glucagon-like peptide receptor (GLP-1R) agonist. For more information, please go to www.poolbegpharma.com or follow us on X and LinkedIn.

IMPORTANT NOTICES

This announcement has been prepared by, and is the sole responsibility of, the Company.

This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the New Ordinary Shares is being made in the United States. The New Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.

The value of the New Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations.

This announcement may contain forward-looking statements and the words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", "project" and similar expressions (or their negative) identify certain of these forward-looking statements. The forward-looking statements in this announcement are based on numerous assumptions and Poolbeg Pharma's present and future business strategies and the environment in which Poolbeg Pharma expects to operate in the future. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements to be materially different from those expressed or implied by such forward-looking statements. These statements are not guarantees of future performance or the ability to identify and consummate investments. Many of these risks and uncertainties relate to factors that are beyond Poolbeg Pharma's ability to control or estimate precisely, such as future market conditions, currency fluctuations, the behaviour of other market participants, the outcome of clinical trials, the actions of regulators and other factors such as Poolbeg Pharma's ability to obtain financing, changes in the political, social and regulatory framework in which Poolbeg Pharma operates or in economic, technological or consumer trends or conditions. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. No person is under any obligation to update or keep current the information contained in this announcement or to provide the recipient of it with access to any additional relevant information.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The New Ordinary Shares to be issued or sold pursuant to the BookBuild Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Shore Capital Stockbrokers Limited ("SCS") and Shore Capital and Corporate Limited ("SCC", together with SCS, "Shore Capital"), which are authorised and regulated in the UK by the Financial Conduct Authority (the "FCA"), are acting exclusively for the Company in connection with the matters described in this Announcement and are not acting for any other person in relation to the matters described in this Announcement. Shore Capital will not be responsible to anyone other than the Company for providing the protections afforded to clients of Shore Capital or for advising any other person on the arrangements described in this Announcement.