OCTP.L Regulatory News (OCTP)

5 November 2021

Oxford Cannabinoid Technologies Holdings plc

Director Dealing Update

&

Board Changes

Further to the announcement of 1 November 2021 (the "1 November Announcement"), Oxford Cannabinoid Technologies Holdings plc (the "Company"), announces that it understands that Brown Shipley has resolved to terminate the Charge over the Pledged Shares in connection with the Facility. The Company will update the market once the Charge has been terminated.

Words and expressions defined in the 1 November Announcement have the same meaning ascribed to them herein unless the context suggests otherwise.

As a result of the Facility and the breach of the Lock-in Agreement and the impact that has caused on the Company, the Company also announces:

(i) that the Company and KCP have mutually agreed to terminate KCP's agreement with Oxford Cannabinoid Technologies Ltd ("OCT"), pursuant to which KCP provides certain management and business development services to OCT, with effect from 31 December 2021. No termination payments will be paid. Details of the services agreement with KCP which took effect from Admission are set out in the Company's prospectus dated 17 May 2021. Going forward the Company will procure these services on an as needed basis via its standard tender process; and

(ii) that Mr Neil Mahapatra has agreed to step down as Executive Chairman and to take up a Non-Executive role on the Board with effect from 11 February 2022. As a result of his change of role Mr Mahapatra's service agreement with the Company will be terminated and he will enter into a letter of appointment in respect of his Non-Executive role with the Company. Mr Mahapatra will not receive any payment for stepping down. Julie Pomeroy, currently independent Non-Executive Director will assume the role of Non-Executive Chairman from the same date at a base annual fee of £45,000.

A summary of Mr Mahapatra's terms of appointment, which mirror those of the other Non-Executive Directors are set out below:

Mr Mahapatra will receive a base annual fee of £25,000. Unless otherwise agreed, he will have no entitlement to further fees in respect of any additional functions undertaken, or which he may undertake, for or on behalf or at the request of the Company. In addition, he is entitled to be reimbursed for reasonable agreed and properly documented expenses necessarily incurred arising from the performance of his duties.

Mr Mahapatra's  appointment is anticipated to last for an initial period of 3 years but is terminable on 6 months' notice by either party. The Company has the ability to terminate the appointment with immediate effect without paying compensation in certain defined circumstances. Mr Mahapatra will not be entitled to participate in the Company's bonus or pension schemes. Mr Mahapatra retains his options over 2,401,039 Ordinary Shares with an exercise price of £0.065 per option. The exercise period for the options is staggered over three years with one third of the options granted vesting each year commencing on the first anniversary of the date of grant, which was 21 May 2021.

Julie Pomeroy, a Chartered Accountant and Chartered Director, is an experienced finance director. She is a Non-Executive Director of Dillistone Group plc, an AIM quoted software business where until September 2021 she was Group Finance Director and Company Secretary. She has significant listed company experience including Finance Director of AIM quoted Biofutures International plc, group finance director of Carter and Carter plc and CFO of Weston Medical Group plc. She was also previously a Corporate Finance Director at East Midlands Electricity plc and spent 12 years as a Non-Executive Director of Nottingham University Hospitals NHS Trust and Nottinghamshire Healthcare Trust.

Commenting on the Board Changes, the Company's Chief Executive, Dr John Lucas said: "My thanks to Brown Shipley, our advisers and my fellow Directors for resolving these issues speedily and efficiently. The Board is grateful to Neil for working with us to move towards a swift rectification of this unfortunate matter and we are pleased to continue to work with him as we further develop the business. The Board is also very grateful to Julie for agreeing to assume the role of Non-Executive Chair where her extensive public company experience will be of great value to us moving forward. Importantly, we remain on track, on time and on budget to deliver our four research programmes with our first clinical trials for Programmes 1 and 2 scheduled for Q3 next year."

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

The Directors of the Company accept responsibility for the content of this announcement.

 Enquiries:

About Oxford Cannabinoid Technologies Holdings Plc:

Oxford Cannabinoid Technologies Holdings plc ("OCTP" or the Company") is the holding company of Oxford Cannabinoid Technologies Ltd ("OCT") (together the "Group"), a pharmaceutical company developing prescription cannabinoid medicines for approval by key medicines regulatory agencies worldwide and targeting the U$ multi-billion pain market. Cannabinoids are compounds found in the cannabis plant that have been shown to have a range of therapeutic effects on the body, including pain relief. The Group has a clearly defined path to commercialisation, revenues and growth. The Group is developing drug candidates through clinical trials to gain regulatory approval (FDA/MHRA/EMA) that will enable medical professionals to prescribe them with confidence.

The Group's portfolio aims to balance risk, value and time to market, whilst ensuring market exclusivity around all its key activities. The Group's lead compound, OCT461201, is a highly potent and selective CB2 agonist and is being developed by OCT in a solid oral dosage form. OCT is conducting pre-clinical testing and development with pre-clinical trials scheduled for 2022. The Group's product pipeline also uses a balanced drug product strategy that employs both natural and synthetic compounds for the treatment of rare diseases and includes chemically modified phytocannabinoids with improved drug-like characteristics and a proprietary library of cannabinoids.

OCTP operates a partnership model with external academic and commercial partners, including the University of Oxford with whom OCT has had an umbrella research collaboration since 13 March 2018.

Caution regarding forward looking statements

Certain statements in this announcement, are, or may be deemed to be, forward looking statements. Forward looking statements are identified by their use of terms and phrases such as ''believe'', ''could'', "should" ''envisage'', ''estimate'', ''intend'', ''may'', ''plan'', ''potentially'', "expect", ''will'' or the negative of those, variations or comparable expressions, including references to assumptions. These forward-looking statements are not based on historical facts but rather on the Directors' current expectations and assumptions regarding the Company's future growth, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities. Such forward looking statements reflect the Directors' current beliefs and assumptions and are based on information currently available to the Directors.