The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain.

26 February 2024

Directa Plus plc

("Directa Plus", the "Group" or the "Company")

Acquisition of 49% minority interest in Setcar subsidiary

Directa Plus (AIM: DCTA), a leading producer and supplier of graphene nanoplatelets based products for use in consumer and industrial markets, has signed a conditional share sale purchase agreement (the "Agreement") with GVC Investment Company Ltd to acquire a further 48.96% stake in Setcar S.A. ("Setcar"), the Group's environmental services subsidiary (the "Acquisition").

Following completion of the Acquisition, Directa Plus' shareholding in Setcar will increase from 50.99% to 99.95%, with an existing shareholder in Setcar remaining a minority shareholder. Completion of the Acquisition is conditional on, inter alia, the payment of total consideration of €1.5 million (the "Consideration") and the passing of certain resolutions by the shareholders of Setcar at a shareholder meeting expected to be held in April 2024.

The Consideration is structured as an immediate payment of €0.5 million, which has been paid from the Group's existing cash resources, and a further payment of €1.0 million, which is due prior to 30 March 2024.

In order to preserve its working capital position whilst also taking advantage of the unique opportunity presented by the Acquisition, the Group confirms it is in discussions with Nant Capital, LLC with a view to agreeing short-term, non-dilutive financing facilities solely for the purposes of funding the second tranche of the Acquisition. Further details will be announced in due course.

Setcar, based in Romania, is a specialist in providing environmental services, particularly in the Oil & Gas sector. Since Directa Plus acquired its initial 51% holding in November 2019, the commercialisation of the Company's Grafysorber technology has accelerated with significant contracts secured through Setcar. Completion of the Acquisition will allow Directa Plus to further maximize the returns from the opportunities in its Environmental Remediation division.

For the year ended 31 December 2023, Setcar reported IFRS non audited revenues of €7.66 million, EBITDA of €0.35 million and net assets of €2.7 million.

Giulio Cesareo, Founder and Chief Executive of Directa Plus, commented: "This acquisition represents an exciting opportunity for Directa Plus to take further control of the environmental supply chain and capture maximum value from the commercial offering made possible by our Grafysorber technology.  

"Setcar is located in Braila, a location with high potential as it is just 10 km from the Ukraine border, on the Danube River. Braila has a river port and is a free zone. We believe Braila will be a gateway to the forthcoming reconstruction of Ukraine and that this acquisition will also accelerate our progress to capture a larger share of the significant global environmental market from a highly strategic area."

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Notes to Editors

Directa Plus (www.directa-plus.com) is one of the largest producers and suppliers of graphene-based products for use in consumer and industrial markets. The Company's graphene manufacturing capability uses proprietary patented technology based on a plasma super expansion process. Starting from natural graphite, each step of Directa Plus' production process - expansion, exfoliation and drying - creates graphene-based materials and hybrid graphene materials ready for a variety of uses and available in various forms such as powder, liquid and paste.

This proprietary production process uses a physical process, rather than a chemical process, to process graphite into pristine graphene nanoplatelets, which enables Directa Plus to offer a sustainable, non-toxic product, without unwanted by-products.

Directa Plus' products are made of hybrid graphene materials and graphene nano-platelets. The products (marketed as G+(R)) have multiple applications due to its properties. These G+(R) products can be categorised into various families, with different products being suitable for specific practical applications.

Directa Plus was established in 2005 and is based in Lomazzo (Como, Italy) and has been listed on the AIM market of the London Stock Exchange since May 2016. Directa Plus holds the Green Economy Mark from London Stock Exchange which recognises companies that contribute to the global green economy.