THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, 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, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  PLEASE SEE THE IMPORTANT NOTICE IN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

Avacta Group plc

("Avacta" or the "Group" or the "Company")

Amendments to the Convertible Bond and equity fundraise of £3.25 million

LONDON AND PHILADELPHIA -August 29 2025 - Avacta Therapeutics (AIM: AVCT), a life sciences company developing innovative, targeted oncology drugs, is pleased to announce conditional amendments to the Convertible Bond including deferral of several payments alongside raising gross proceeds of £3.25 million from high net worth investors introduced by Zeus Capital Limited by way of an oversubscribed conditional placing of 6,500,000 new ordinary shares of 10 pence each in the Company (the "Placing Shares") at a price of 50 pence per share (the "Issue Price"), (the "Placing"). 

The net proceeds of approximately £3.1 million from the Placing will be used to settle the October quarterly repayment of the unsecured convertible bond which is due to be paid on 20 October 2025.

Amendment to the Convertible Bond

The Company is pleased to announce that it has agreed to the following amendments to the unsecured convertible bond issued by Avacta Finance Jersey Limited and guaranteed by the Company (as announced on 18 October 2022 (the "Convertible Bond")) (the "Amendments"):

·    The October 2025 quarterly repayment and interest on the Convertible Bond will be paid in cash;

·    Quarterly Convertible Bond repayments and interest in respect of 20 January 2026 and 20 April 2026 payment dates will be deferred until 20 October 2027 (together, the "Deferred Repayments")

·    Upon the earlier of (i) the date on which the Company publishes the data readouts of its Phase 1b trials of FAP-Dox (AVA6000) in triple negative breast cancer and (ii) 30 June 2026, the Bondholder will have the right to accelerate the satisfaction (in cash or shares) of one of both the Deferred Repayments and in addition, from 1 October 2026, at any time accelerate the satisfaction of the quarterly repayments on the  Convertible Bond, subject to a maximum of one acceleration per quarter

·    The conversion price of the Convertible Bond is to be set at 75.0 pence, previously set at 88.72 pence under the terms of the reset conversion price as announced on 22 April 2024. The relevant share settlement price in relation to the quarterly repayments and interest remains calculatable based on the then prevailing VWAP.

The Amendments are subject to the following conditions having been satisfied by 15 January 2026 (the "Long Stop Date"):

·    Avacta completing a fundraise of, or receiving gross proceeds of at least £13,000,000 in aggregate on or prior to the Long Stop Date by way of:

o  Entering into any partnership or other agreements in respect of its pharmaceutical products; and/or

o  Any strategic investment into the Company; and/or;

o  An equity fundraise

Christina Coughlin, CEO of Avacta commented:

"I am very pleased Avacta has been able to raise the necessary funds to pay off the October instalment of the convertible bond ahead of schedule and also reach an agreement with the Bondholder to amend the terms of the convertible bond.

"The amendment to the terms of the convertible bond is representative of the excellent progress our pre|CISION^® platform continues to make in the clinic and our laboratories, and its terms demonstrate our confidence in Avacta's ability to partner pre|CISION^® across a number of modalities as well as our ability to source additional funding. The initial clinical activity observed in Phase 1b of the FAP-Dox trial is highly encouraging and has further increased our confidence in the utility of our pre|CISION^® platform to transform how we treat cancer."

About Avacta - www.avacta.com

Avacta Therapeutics is a clinical-stage life sciences company expanding the reach of highly potent cancer therapies with the pre|CISION^® platform. pre|CISION^® is a proprietary warhead delivery system based on a tumor-specific protease (fibroblast activation protein or FAP) that is designed to concentrate highly potent warheads in the tumor microenvironment while sparing normal tissues. Our innovative pipeline consists of pre|CISION^® peptide drug conjugates (PDC) or Affimer^® drug conjugates (AffDC) that leverage the tumor-specific release mechanism, providing unique benefits over traditional antibody drug conjugates.

Background to the fundraise

The Placing has been conducted by Zeus Capital Limited ("Zeus") as sole bookrunner.

The Placing

The Placing comprises the issue of 6,500,000 Placing Shares at the Issue Price to conditionally raise approximately £3.25 million before expenses for the Company.

The Placing Shares will represent approximately 1.6 per cent of the enlarged share capital of the Company (as enlarged by the Placing Shares) and will rank pari passu with the existing Ordinary Shares.

The Company and Zeus have entered into a placing agreement (the "Placing Agreement"). Pursuant to the terms of the Placing Agreement, Zeus, as agent for the Company, has conditionally agreed to use their reasonable endeavors to procure subscribers for the Placing Shares. Zeus has conditionally placed the Placing Shares with certain investors at the Issue Price.

The Placing Agreement contains certain warranties and indemnities from the Company in favour of Zeus. The Placing is not being underwritten by Zeus nor any other person.

The Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and Admission becoming effective.

Conditions relating to the Placing

The Placing is conditional, inter alia, upon:

a)   the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

b)   Admission becoming effective by no later than 8.00 a.m. on 12 September 2025 (or such later time and/or date as the Company and Zeus may agree (being not later than 8.00 a.m. on 26 September 2025).

 Accordingly, if such conditions are not satisfied or, if applicable, waived, the Placing will not proceed.

Related Party Transaction

Richard Hughes, a Director of the Company, is an associate of Zeus as defined under the AIM Rules.  Zeus is therefore a related party of the Company pursuant to the AIM Rules and the payment of a 5 per cent. commission on the value of the Placing Shares placed by Zeus, being £162,500, ("the Zeus Commission") pursuant to the terms of the Placing Agreement is deemed a related party transaction. The Directors (other than Richard Hughes who is an associate of Zeus Capital) consider, having consulted with the Company's nominated adviser Peel Hunt, that the Zeus Commission is fair and reasonable insofar as Shareholders are concerned.

Notes:

References to times in this Announcement are to London time unless otherwise stated.

The times and dates set out in the expected timetable of principal events above and mentioned throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised dates and the details of the new times and dates will be notified to the London Stock Exchange and, where appropriate, Shareholders. Shareholders may not receive any further written communication.

This Announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the Announcement should be read and understood.

Important Notices

This Announcement has been issued by, and is the sole responsibility, of the Company.

Zeus, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting as joint broker to the Company. Zeus is not acting for, and will not be responsible to, any person other than the Company and is not advising any other person or otherwise responsible to any person for providing the protections afforded to clients of Zeus or for advising any other person in respect of the Placing or any transaction, matter or arrangement referred to in this Announcement. Zeus has not authorised the contents of this Announcement and, apart from the responsibilities and liabilities, if any, which may be imported on Zeus by the Financial Services and Markets Act 2000 (as amended) ("FSMA") or the regulatory regime established thereunder, no liability is accepted by Zeus for the accuracy of any information or opinions contained in or for the omission of any information from this Announcement, for which the Company and the Directors are solely responsible. Zeus accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) in respect of this Announcement or any such statement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the new Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended (the "Securities Act") or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, New Zealand, Australia, Japan, or the Republic of South Africa ("Restricted Jurisdictions"), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States.  The Placing Shares may not be offered or sold to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, New Zealand, Australia, Japan, or the Republic of South Africa. There will be no public offering of the Placing Shares in the United States or elsewhere.

The distribution or transmission of this Announcement and the offering of the new Ordinary Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into a Restricted Jurisdiction. Overseas shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Zeus or by any of their respective representatives as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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 price and value of securities can go down as well as up. Past performance is not a guide to future performance.

Information to Distributors

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Zeus, or any of their affiliates that would permit an offering of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and Zeus to inform themselves about, and to observe, such restrictions.

UK Product Governance Requirements

Solely for the purposes of the Product Governance requirements contained within Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to a product approval process, which has determined that the new Ordinary Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each as defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the new Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.

EU Product Governance Requirements

1.           Solely for the purposes of the product governance requirements contained within (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"), (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and (c) local implementing measures (together the "EU Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the EU Product Governance Requirements) may otherwise have with respect thereto, the new Ordinary Shares have been subject to product approval process, which has determined that the new Ordinary Shares are: (i) compatible with an end target market of (a) investors who meet the criteria of professional clients and (b) eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by EU Product Governance Requirements (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the new Ordinary Shares may decline and investors could lose all or part of their investment; the new Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the new Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

2.           The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the new Ordinary Shares.

3.           Each distributor is responsible for undertaking its own target market assessment in respect of the new Ordinary Shares and determining appropriate distribution channels.