XSG Xeros Technology Group Plc

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF XEROS TECHNOLOGY GROUP PLC IN THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION EU NO 596/ 2014, AS RETAINED AND APPLICABLE IN THE UK PURSUANT TO S3 OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

TERMS NOT OTHERWISE DEFINED HEREIN SHALL HAVE THE MEANINGS GIVEN TO THEM IN THE COMPANY'S ANNOUNCEMENT RELEASED AT 4:40 P.M. TODAY.

Xeros Technology Group plc

("Xeros", the "Group" or the "Company")

Result of Fundraising

Xeros Technology Group plc (AIM: XSG), the creator of technologies that reduce the impact of clothing on the planet, is pleased to announce that further to the Company's announcement released at 4:40 p.m. today (the "Launch Announcement"), the ABB has closed and the Company has conditionally raised gross proceeds of approximately £4.55 million, through the successful Placing (comprising the Firm Placing and the Conditional Placing) and Subscription of 303,688,231 New Ordinary Shares in aggregate at the Issue Price of 1.5 pence per Ordinary Share.

In addition to the Placing and Subscription, the Company is providing all shareholders with the opportunity to subscribe for an aggregate of up to 66,666,666 Retail Offer Shares at the Issue Price, to raise up to approximately £1.0 million.

The Firm Placing is not conditional on the passing of the Resolutions at the General Meeting though is conditional on First Admission and upon the Placing Agreement not being terminated prior to First Admission. It is expected that First Admission will occur, and that dealings in the Firm Placing Shares will become effective on 5 April 2024.

The Conditional Placing, Subscription and Retail Offer are conditional upon, inter alia, the passing of the Resolutions at the General Meeting, Second Admission and upon the Placing Agreement becoming unconditional in all respects.  It is expected that Second Admission will occur, and that dealings in the Conditional Placing Shares, the Subscription Shares and the Retail Offer Shares will become effective on 26 April 2024.

No part of the Placing or Subscription is conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer.

The Placing is intended to be effected in two tranches as follows:

·      15,098,290 Firm Placing Shares expected to be admitted to trading on AIM on 5 April 2024; and

·      355,256,607 Conditional Placing Shares, conditional, inter alia, on the passing of the Resolutions at the General Meeting, expected to be admitted to trading on AIM on 26 April 2024.

General Meeting and Shareholder Approval

For the Second Admission Shares to be admitted to trading on AIM, Shareholder approval is required:

a)     by way of ordinary resolution to give the Directors authority to allot such Second Admission Shares; and

b)    by way of a special resolution to disapply statutory pre-emption rights in respect of such Second Admission Shares.

The authorities referred to above are in addition to the Company's existing general shareholder authorities to allot Ordinary Shares for cash on a non-pre-emptive basis. The Firm Placing Shares have been allotted and issued under the Company's existing general shareholder authorities.

In order to obtain the necessary shareholder approval, a General Meeting is to be held at the Company's offices at Unit 2 Evolution Advanced Manufacturing Park, Whittle Way, Catcliffe, Rotherham S60 5BL, United Kingdom at 11:00 a.m. on 25 April 2024 at which the Resolutions will be proposed. A Circular containing a notice of General Meeting is expected to be sent to shareholders on 8 April 2024. The shareholder Circular and notice of General Meeting will be made available on the Company's website at www.xerostech.com.

Enquiries: