Iconic Labs Regulatory News (ICON)

16 August 2019

Iconic Labs Plc ("Iconic Labs" or the "Company")

Q&A Document

Following the RNSs released in recent weeks, Iconic Labs would like to clarify several queries from shareholders with regards to its financing and other matters. Accordingly, it has compiled the following Q&A and will be doing a further Q&A in due course.

1. What is the current holding of the European High Growth Opportunities Securitisation Fund ("HGSOF")? How many shares does it own?

HGSOF now holds 5.79% of the issued share capital of the Company being 94,720,927 ordinary shares.

HGSOF has agreed to lock in 70,000,000 ordinary shares until at least 17 October and has communicated to the Board a willingness to be a long-term shareholder going forward.

2. Why did you decide to take this further funding from HGSOF?

Prior to the restructuring, the Company had a relationship with HGSOF who were providing finance for the stem cell business. With the legacy issues, the new board has been limited in its ability to raise alternative capital, particularly due to the lack of visibility of these issues, as highlighted in the previous announcement. Furthermore, as a result of the number shares the Company was required to issue pursuant to the terms of the legacy facility, it is unable to issue additional shares until a prospectus is published. The Company was therefore not legally able to raise new equity in the market or secure straight debt, leaving the only option being to accept the further funding from HGSOF. The Company understands this is not optimal but to secure the future of the business, there was little option. The Board anticipates building revenues and a sustainable business which it believes will, if needed, translate into alternative more vanilla funding options being open to the Company.

3. Will HGSOF be issued with more shares as part of any current agreements - if so when?

As announced in early August, the Company has agreed to settle with HGSOF the outstanding balance due under the previous financing agreement. 237,827,207 ordinary shares have been issued to settle the majority of this amount although the Company cannot settle in full because it is unable to issue any further ordinary shares currently, due to head room restrictions. The ordinary shares required to be issued to settle the outstanding amount cannot and will not be issued until the Company publishes a prospectus, which the Board believe will be within six months but no shorter than three months from that date financing agreement. The exact number of ordinary shares cannot be calculated at this stage, but as the majority of the outstanding balance, being 237,827,207 has already been settled, it is not envisaged that this will be a significant number.

HGSOF will also be issued with warrants in due course as part of the £1.375m financing announced on 6 August 2019. These warrants, when issued, will not be available on the open market. The warrants, together with any other documentation issued as part of the financing, are not convertible loan notes.

No warrants will be able to be issued or converted into ordinary shares until a prospectus is published by the Company and its shareholders authorise the directors to issue the warrants (and subsequent shares) at a general meeting which will be convened shortly after the publication of the prospectus.

4. What is the current share breakdown?

Following the issue of the 237,827,207 ordinary shares, the Company's issued share capital will consist of 1,637,129,905 ordinary shares with voting rights.

For clarity, HGSOF, post the issuance, holds 5.79% of these ordinary shares being 94,720,927 ordinary shares, meaning they have presold ordinary shares ahead of the issuance.

5. Does David Sefton or any of the board have an ownership stake in HGSOF?

Neither David Sefton nor any of the Iconic Labs directors have, or ever have had, any form of ownership or interest in, or have received or are entitled to any commission or other payment relating to dealings between HGSOF and the Company, nor in or from any management vehicle or investor related to HGSOF.

6. Updated Shareholder Register

The Company acknowledges that there have been considerable changes to the size and composition of the shareholder register over recent months and has requested a shareholder analysis to be undertaken. The Company will update the market and website once the results of this analysis are complete.

7. New Investor Relations Contact Details

The Company has created a number of points of contact to help with investor relations. A dedicated email has been set up IR@iconiclabs.co.uk, where investors can submit questions which the Company will endeavour to answer regularly. Additional investors can call two numbers where messages can also be left.

Tel: 033 35 55 25 08

Tel: 084 44 87 49 39

8. Further Communication and Updates

The Company now has all legacy issues under control and is free to focus on building the Iconic Labs business. It will provide a further Q&A release next week which will principally address operational matters.

**ENDS**

For further information, please visit the Company's website www.iconiclabs.co.uk, email IR@iconiclabs.co.uk or contact: