Schedule 1 - Ovoca Gold Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

OVOCA GOLD PLC, TO BE RENAMED OVOCA BIO PLC

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office:

17 Pembroke Street Upper

Dublin 2

Ireland

COUNTRY OF INCORPORATION:

Ireland

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.ovocagold.com, to become www.ovocabio.com on Admission

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

In recent months, Ovoca Gold plc ("Ovoca" or the "Company") has engaged with IVIX, a Russian company developing a drug candidate for the treatment of female sexual dysfunctions. Following satisfactory progression of these discussions, the Board has today announced that Silverstar, a subsidiary of the Company, has entered into a conditional transaction to acquire up to 59.9 per cent of the participation interests (shares) in the charter capital of IVIX for a cash consideration of up to (approximately) US$6.2 million, to be satisfied from the existing cash resources of Ovoca.

IVIX was incorporated in 2012 and since that time has sought to develop and subsequently commercialise a proprietary drug candidate, BP101 (known as Libicore), for the treatment of female sexual dysfunctions. To date, IVIX has completed Phase II clinical trials in Russia for Libicore. It now intends to complete the Russian Phase III clinical trial, following which it will seek approval for the marketing of Libicore in the Russian market. IVIX has also initiated discussions with the FDA for the potential approval of Libicore development dossier for the US market.

The nature of the Company's business will be transformed by the Transaction and, in order to reflect its new activities, it is proposed to change the Company's name to Ovoca Bio plc on Admission.

The main country of operations will be Russia.

The acquisition of IVIX constitutes a reverse takeover under the AIM Rules and ESM Rules. As a consequence, the existing directors are seeking shareholder approval for the proposals at a general meeting.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

88,458,806 Ordinary Shares of nominal value €0.125 each.

There are currently 6,895,000 Ordinary Shares held as treasury shares.

There are no restrictions on the transfer of securities to be admitted.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital is being raised.

Market capitalisation of £8.5 million (based on closing price of an Ordinary Share of Ovoca Gold of 10.5p on 2 July 2018)

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

52.5%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

Application will be made to have the ordinary shares admitted to the Enterprise Securities Market of Euronext Dublin (ESM)

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Existing Board:

Kirill Golovanov - Chief Executive Officer

Mikhail Mogutov -Executive Chairman

Kenneth Kuchling - Non Executive Director1

Yuri Radchenko - Non Executive Director

Donald Schissel - Non Executive Director1

Leonid Skoptsov - Non Executive Director

Timothy McCutcheon - Non Executive Director

New Board (from Admission)

Kirill Golovanov - Chief Executive Officer

Mikhail Mogutov - Executive Chairman

Yuri Radchenko - Non Executive Director

Leonid Skoptsov - Non Executive Director

Timothy McCutcheon - Non Executive Director

Nikolay Myasoedov - Non Executive Director2

Christopher Wiltshire - Non Executive Director2

Romulo Colindres - Non Executive Director2

1 Donald Schissel and Kenneth Kuchling will resign as Directors with effect from Admission

2 Romulo Colindres, Nikolay Myasoedov and Christopher Wiltshire will be appointed as Non-Executive Directors with effect from Admission

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

1. As at 21 May 2018, based on last register analysis and as disclosed in Company's annual financial report for the year ended 31 December 2017

2. There is no capital being raised in conjunction with Admission.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

i) 31 December

(ii) 31 December 2017

(iii) 30 September 2018 (in respect of 6 months ended 30 June 2018), 30 June 2019 (in respect of year ended 31 December 2018), 30 September 2019 (in respect of 6 months ended 30 June 2019)

EXPECTED ADMISSION DATE:

30 July 2018

NAME AND ADDRESS OF NOMINATED ADVISER:

Davy Corporate Finance

Davy House

49 Dawson Street

Dublin 2

Ireland

NAME AND ADDRESS OF BROKER:

Davy

Davy House

49 Dawson Street

Dublin 2

Ireland

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

A copy of the admission document containing full details about the applicant and the admission of its securities will be available on the Company's website at: www.ovocagold.com (and subsequently www.ovocabio.com from Admission)

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code

DATE OF NOTIFICATION:

4 July 2018

NEW/ UPDATE:

New