Celadon Pharmaceuticals Plc

("Celadon" or the "Company" or the "Group")

Fundraise, Future Convertible Loan Note issue, Appointment of Joint Broker and Total Voting Rights

London, 13 October 2023 - Celadon Pharmaceuticals Plc (AIM: CEL), a UK-based pharmaceutical company focused on the development, production and sale of breakthrough cannabis-based medicines, today announces it has raised £1.0m (the "Fundraise") through a placing and subscription of 800,000 new ordinary shares of 1 pence each in the Company ("New Ordinary Shares"). The New Ordinary Shares will be issued at 125 pence (the "Fundraise Price"), which represents a discount of approximately 2 per cent to the previous day closing share price of 128 pence per share on 12 October 2023, being the last practicable date prior to the publication of this announcement.

Application will be made for admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will occur on or around 18 October 2023. 

The net proceeds, via the Fundraise, will provide the Company with additional working capital. The Directors can confirm that having regard to the proceeds of the Fundraise and the credit facility available to the Group, that the working capital available to the Company will be sufficient for its present requirements, that is for at least 12 months from the date of Admission.

The Company's pre-existing authority to allot ordinary shares, granted at the 2023 AGM, is sufficient to allot the number of New Ordinary Shares.

The Company is also pleased to announce the appointment of Global Investment Strategy UK Limited as Joint Broker to the Company. Canaccord Genuity Limited will remain as NOMAD and a Broker to the Company.

Future Convertible Loan Notes

In addition to the Fundraise above and following investor interest, the Company is seeking to raise further funding moving forward through the issuance of Convertible Loan Notes ("CLN Financing").  The Company has already received expressions of interest from potential investors to subscribe for the CLN Financing.

At this stage it is anticipated that the Convertible Loan Notes will be issued at par with a 5 year term and will be unsecured.  The notes are expected to carry a coupon of 10 per cent. per annum and to be convertible at the option of the investor after 2 years, or to be mandatorily converted into ordinary shares of 1 pence each ("Ordinary Shares") on a qualifying financing to be determined or change of control of the Company.

Proceeds raised from the CLN Financing will provide the Company with additional working capital and to accelerate the expansion of fitting out Phase 2 of its Midlands production facility. The Company will update shareholders on the CLN Financing as and when appropriate.

Total Voting Rights

On Admission the Company's issued share capital will consist of 62,469,773 Ordinary Shares, with one voting right each. The Company does not hold any shares in treasury. Therefore the total number of Ordinary Shares and voting rights in the Company will be 62,469,773. 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 and Transparency Rules.

James Short, CEO of Celadon, commented:

"After recently signing our first two contracts with UK pharmaceutical companies for our EU-GMP pharmaceutical cannabis products, and with a strong pipeline of enquiries about new commercial contracts the Company has taken the opportunity to secure £1.0m of additional working capital at an attractive issue price compared to the current one.

Moving forward, the board will be seeking to secure further funds through the CLN which will enable it to accelerate the build out of Phase 2 of its UK based indoor hydroponic cultivation facility and to provide more domestically grown Δ-9 tetrahydrocannabinol (THC) product to UK patients.

"I am grateful for the support shown by our new and existing shareholders as we pursue our primary mission of improving the quality of life for patients most in need."

Enquiries:

About Celadon Pharmaceuticals Plc

Celadon Pharmaceuticals Plc is a UK based pharmaceutical company focused on the research, cultivation, manufacturing, and sale of breakthrough cannabis-based medicines. Its primary focus is on improving quality of life for chronic pain sufferers, as well as exploring the potential of cannabis-based medicines for other conditions such as autism. Its 100,000 sq. ft UK facility is EU-GMP approved and comprises indoor hydroponic cultivation, proprietary GMP extraction and manufacturing and an analytical and R&D laboratory. Celadon's Home Office licence allows for the commercial supply of its GMP pharmaceutical cannabis product. The Group owns an approved clinical trial using cannabis based medicinal products to treat chronic pain in the UK. Celadon also has a minority interest in early-stage biopharma Kingdom Therapeutics which is developing a licensed cannabinoid medicine to treat children with Autism Spectrum Disorder.

For further information please visit our website www.celadonpharma.co.uk

This announcement contains inside information for the purposes of article 7 of the Market Abuse Regulation (EU) 596/2014 as amended by regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations 2019/310. With the publication of this announcement, this information is now considered to be in the public domain.