Tyratech Regulatory News (TYR)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES OF AMERICA, JAPAN, CANADA OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

For immediate release 16 July 2014

TYRATECH, INC.

("TyraTech" or the "Company")

Proposed Placing and Subscription of Common Shares to raise gross proceeds of £3.5 million and UK launch of Vamousse®

TyraTech, Inc. (AIM: TYR and TYRU), a life sciences company focusing on nature-derived insect and parasite control products, announces that it has secured listings for its Vamousse head lice product range in Superdrug and Boots stores in the UK and that it has conditionally raised £3.5 million before expenses by means of an oversubscribed placing and subscription of new shares in the capital of the Company of US$0.001 each (the "New Common Shares") at 7 pence per New Common Share (the "Issue Price") (together the "Placing and Subscription" or the "Fundraise"). The funds raised will be used primarily to assist the successful launch of the Vamousse head lice product range in Superdrug and Boots stores in the UK, as well as for further anticipated listings in additional US and UK retailers, expansion into further new geographic regions and for other working capital requirements.

Highlights

· Secured listing for Vamousse head lice product range in Superdrug and Boots stores in the UK

· Placing and Subscription of New Common Shares at an Issue Price of 7 pence per share to raise £3.5 million before expenses.

· Net proceeds of the Fundraise will be used to:

- £1.5 million to support the launch of the Vamousse product range in Boots and Superdrug in the UK through a focused marketing campaign and to build up the appropriate inventory;

- £1.2 million for further anticipated listings in additional US and UK retailers as well as expansion into further new geographic regions; and

- £0.6 million for additional working capital.

Commenting on the Fundraising and UK Launch Bruno Jactel, CEO of Tyratech Inc said:

"I am very excited about the opportunity to launch the Vamousse treatment and prevention products in the UK market ahead of the peak head lice season. Due in part to the success and interest generated in the USA, TyraTech has been able to capitalise on opportunities in the UK market in a shorter timeframe than was previously envisaged.

The launch of the Vamousse product range in the UK is a further significant strategic step in the commercialisation of our strong intellectual property. To have obtained listings and partner relationships with both Boots and Superdrug further validates the potential of the Vamousse range of products. The oversubscribed placing, which was supported both by existing and new shareholders, will provide the working capital for a successful launch in the UK. The Board believes that this could be the first step of a broader European expansion for Vamousse and other TyraTech products in the future."

The Company currently has 206,168,068 common shares of US$0.001 each in issue. The number of restricted common shares currently trading under TIDM 'TYR' is 111,266,592 and the number of unrestricted common shares currently trading under TIDM 'TYRU' is 94,901,476.

Unless stated otherwise, capitalised terms in this announcement have the same meaning as given in the Circular.

 For further information please contact:

TyraTech Inc.

Alan Reade, Non-Executive Chairman Tel: +44 7841978709

Bruno Jactel, Chief Executive Officer Tel: +1 919 415 4340

SPARK Advisory Partners Limited, Nominated Adviser

Matt Davis / Mark Brady Tel: +44 20 3368 3551

Allenby Capital Limited, Joint Broker

Chris Crawford Tel: +44 20 3328 5656

Whitman Howard Limited, Joint Broker

Ranald Mc-Gregor Smith / Niall Devins Tel: +44 20 7087 4555

Walbrook, Financial PR and IR

Bob Huxford / Guy McDougall Tel: +44 20 7933 8792

This summary should be read in conjunction with, and is subject to, the full text of the attached announcement.

DISCLAIMER

Spark is acting as nominated adviser and broker to the Company for the purpose of the AIM Rules. Spark, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company in relation to the Placing and Subscription. Spark is not acting for any other person in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Spark or for giving advice in relation to the matters referred to in this announcement.

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

This announcement does not constitute a prospectus relating to the Company and has not been approved by the UK Listing Authority, nor does it constitute or form any part of any offer or invitation to purchase, sell or subscribe for, or any solicitation of any such offer to purchase, sell or subscribe for any securities in the Company.

Proposed Placing and Subscription of New Common Shares to raise gross proceeds of £3.5 million, UK launch of Vamousse and Notice of Special Meeting of Stockholders

Introduction

The Board of Directors of TyraTech, Inc. announced today that it has secured listings for its Vamousse head lice product range in Superdrug and Boots stores in the UK and has conditionally raised £3.5 million before expenses by means of a Placing, through its joint brokers Allenby Capital and Whitman Howard and a Subscription (together, the 'Fundraise'). The funds raised will be used primarily to assist the successful launch of the Vamousse head lice product range in Superdrug and Boots stores in the UK, as well as for further anticipated listings in additional US and UK retailers, expansion into further new geographic regions and for other working capital requirements.

In total, the New Common Shares being issued represent 19.52 per cent. of the Enlarged Issued Share Capital. 

The Placing and Subscription are subject, inter alia, to the approval of the Company's Stockholders at the Special Meeting. 

The purpose of the Circular is to explain the reasons for, and provide details of, the Fundraise and to explain why your Board considers that it is in the best interests of the Company and its Stockholders as a whole and to recommend that you vote in favour of the Resolutions.

A special meeting of the Company is being convened at which Stockholders will be asked to consider and, if thought fit, pass the Resolutions which are set out in the Notice of Meeting attached to the Circular.

Resolution 1 is required to disapply the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation from the issue of the New Common Shares pursuant to the Placing and Subscription. Approval of 75 per cent. of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 1.

Resolution 2 is required to disapply the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation from: (i) the issue of up to 1,228,825 shares of common stock of the Company in connection with the exercise of warrants granted to Allenby Capital on 16 July 2014 (or any amendment or restatement of such warrants); (ii) the issue of up to 618,571 shares of common stock of the Company in connection with the exercise of warrants granted to Whitman Howard on 16 July 2014 (or any amendment or restatement of such warrants); and (iii) the issue of up to 71,429 shares of common stock of the Company in connection with the exercise of warrants granted to Spark on 16 July 2014 (or any amendment or restatement of such warrants). The warrants were issued to Allenby Capital, Whitman Howard and Spark, respectively, in partial satisfaction of fees and/or commission payable in connection with the Fundraise. Approval of 75 per cent. of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 2.

Resolution 3 is required to amend Article IV of the Company's Certificate of Incorporation, so that the number of shares of capital stock which the Company is authorised to issue is increased from 300,000,000 to 380,000,000. Resolution 3 is in line with current market practice and would give the Company the ability to allot Common Shares up to approximately an additional one-third of the fully diluted share capital following the Fundraise. Approval of a majority of those Stockholders voting in person or by proxy at the Special Meeting of the Company is required to pass Resolution 3. The Company has no current intention to utilise this additional headroom at this time. A copy of the proposed certificate of amendment is attached to the Circular.

In the event that Resolution 1 was not to be approved at the Special Meeting, the Fundraise would not proceed as described herein and the Company would need to pursue other (potentially less optimal) options in order to assist the launch of the Vamousse head lice product range in Superdrug and Boots stores in the UK and other activities described in the Circular.

In the event that Resolution 2 was not to be approved at the Special Meeting, the Company would not be able to issue common shares to Allenby Capital, Whitman Howard and Spark pursuant to the exercise of their warrants, in partial satisfaction of their fees and/or commission in connection with the Fundraise. In such circumstances the Company will be obliged to renegotiate the terms on which these fees and/or commission are satisfied.

In both cases the Company would be able to proceed with the issue of such number of new Common Shares as the Directors are authorised to issue, pursuant to the Company's Constitution, without Stockholder approval.

If Resolution 3 was not to be approved at the Special Meeting the Company would still be able to proceed to issue the New Common Shares pursuant to the Fundraise, however, it would have limited available authorised share capital for any future allotments of Common Shares. In accordance with standard market practice the Company believes it is appropriate for it to maintain sufficient authorised share capital.

Background to and Reasons for the Fundraise

On 14 January 2014 the Company announced the launch of its head lice treatment product, Vamousse in Walmart stores in the USA from the end of March 2014.

On 20 January 2014 TyraTech announced that it had been successful in achieving a listing in the USA for its Vamousse head lice preventative shampoo with the FDA. As set out in the announcement of the Company's results for the year ended 31 December 2013 the company has made additional progress in commercialising its proven intellectual property:

· Vamousse treatment product available in more than 4,000 Walmart stores nationwide from early 2014. Product sales are increasing ahead of main head lice season when schools return after summer vacation

· Vamousse treatment mousse and preventative shampoo now available in the USA on Amazon.com, Drugstore.com and Walmart.com

· Launch of the Natunex range of products by Novartis Animal Health, with highly positive feedback from livestock producers

· Launch of Guardian™ range of mosquito and tick repellents scheduled for July, predominantly online, at beginning of season. Currently preparing for review process by major retailers for full launch in 2015

· Successfully raised approximately $2.8 million, net of expenses, through a share placement and subscription in first half of 2014

In the announcement of its results for the year ended 31 December 2013, the Company also outlined that as part of its commercialisation strategy it intended to launch Vamousse into new geographic areas and that it had taken the following specific steps ahead of a launch into the UK:

· Jonathan Hill appointed as UK Country Manager. His role will be to prepare for the launch of Vamousse in the UK and to expand TyraTech's European operations

· Retained services of Ceuta Healthcare ('Ceuta'), the UK's leading provider of sales and marketing services to health and beauty brand owners, as partner. Ceuta will be responsible for the marketing, commercialisation and logistics of launching the Vamousse products in the UK, with possible extension into other European countries

The Company is now pleased to announce that it has secured listings for both its Vamousse treatment product and Vamousse Preventative Shampoo in the UK in two of the UK's leading pharmaceutical and health and beauty retailers Boots and Superdrug. Vamousse treatment product and Vamousse Preventative Shampoo will become available in Boots and Superdrug stores across the UK over the coming months.

The successful launch of Vamousse in the UK is conditional on the Company having the necessary cash resources to launch a focused marketing campaign and to build up the appropriate inventory. The proceeds of the Fundraise will provide cash resources to accelerate the launch of Vamousse in the UK, taking advantage of the secured product listings with Superdrug and Boots, as well as providing funds for further anticipated listings in additional US and UK retailers, expansion into further new geographic regions and funds for other additional working capital needs.

Use of Proceeds

Pursuant to the Fundraise the Company is proposing to raise £3.5 million before expenses (£3.3 million net of expenses). It is the intention of the Directors that the net proceeds raised from the Fundraise will be used as follows:

· £1.5 million to support the launch of the Vamousse product range in Boots and Superdrug in the UK, through a focused marketing campaign and to build up the appropriate inventory;

· £1.2 million for further anticipated listings in additional US and UK retailers as well as expansion into further new geographic regions; and

· £0.6 million for additional working capital.

Expenses of the Fundraise are estimated to be £0.2 million.

Financial Information

Copies of the Company's results for the year ended 31 December 2013 and recent business updates are available on the Company's website (www.tyratech.com) together with the Company's annual report and accounts for earlier financial periods.

Details of the Fundraise

Placing and Subscription

The Company has conditionally raised £3.5 million, before expenses, by the issue of 50,000,000 New Common Shares.

The Placing Shares have been conditionally placed at the Issue Price with institutional and other investors, pursuant to the Placing. The Company has entered into the Placing Agreement with Allenby Capital and Whitman Howard, as agents for the Company, pursuant to which Allenby Capital and Whitman Howard have both agreed conditionally to use their reasonable endeavours to procure Placees for the Placing Shares pursuant to the terms of the Placing Agreement. The total number of New Common Shares being subscribed for by the Placees is 46,978,561, representing 93.96 per cent. of the Fundraise and 18.34 per cent. of the Enlarged Issued Share Capital.

In addition to the Placing, the Subscribers (including Alan Reade, Bruno Jactel, Barry Riley and James Hills, each being a director of the Company) have conditionally agreed to subscribe for the Subscription Shares pursuant to the Subscription at the Issue Price per Subscription Share. The total number of New Common Shares being subscribed for by the Subscribers is 3,021,439, representing 6.0 per cent. of the Fundraise and 1.18 per cent. of the Enlarged Issued Share Capital.

The offer and sale of the Placing Shares and the Subscription Shares will be made by way of private placements exempt from the registration requirements of the Securities Act.

Information provided in relation to the Placing and Subscription is for information purposes only and nothing herein constitutes an offer to any person of Placing Shares or Subscription Shares.

Conditions to the Placing and Subscription

The Placing is conditional, inter alia, upon:

(i) Admission occurring not later than 8.00 a.m. on 31 July 2014 or such other date as may be agreed between the Company, Allenby Capital and Whitman Howard not being later than 31 August 2014;

(ii) the Subscription becoming unconditional (save in respect of any conditions relating to the Placing Agreement);

(iii) Allenby Capital and Whitman Howard's obligations under the Placing Agreement not having been terminated in accordance with the terms of the Placing Agreement;

(iv) the warranties given by the Company under the Placing Agreement remaining true and accurate in all respects on Admission;

(v) the passing of Resolution 1 (without amendment) on or before 28 July 2014 or such later time as may be agreed between the Company, Allenby Capital and Whitman Howard, not being later than 31 August 2014;

(vi) the Company allotting, subject only to Admission becoming effective, the Placing Shares to the Placees in accordance with the terms of the Placing Agreement and the Subscription Shares to the Subscribers in accordance with the terms of the Subscription Agreements; and

(vii) delivery to Allenby Capital and Whitman Howard of certain documents specified in the Placing Agreement.

The Subscription is conditional, inter alia, upon:

(i) the passing of Resolution 1 in a general meeting to permit the Company to issue the New Common Shares to the proposed Subscribers pursuant to the Subscription on a non-pre-emptive basis;

(ii) the Placing becoming unconditional (save only as to any condition relating to the Subscription becoming unconditional and the Subscription Shares being admitted to trading on AIM); and

(iii) the Placing Shares and the Subscription Shares being admitted to trading on AIM on or prior to 8.00 a.m. London time on 31 July 2014, being the date agreed between the Company, Allenby Capital and Whitman Howard, and in any event not being later than 31 August 2014.

All Placing monies received by Allenby Capital and Whitman Howard under the terms of the Placing will not become the property of the Company until Admission, at which point they will be transferred into a bank account of the Company after any agreed deductions for fees and expenses reasonably and properly incurred in connection with the Fundraise. The Subscription monies will be paid directly to the Company with the consent of the relevant Subscribers. If the Placing and Subscription are terminated, all such amounts will be refunded to Placees and Subscribers without deduction or interest.

All Placing monies will be paid in pounds sterling.

For the purposes of determining the amount of any Subscription monies to be paid in US dollars, such amounts will be converted into pounds sterling at the exchange rate as published in the London edition of the Financial Times on 15 July 2014, being 0.5852.

Warrants

The Company is entering into warrant agreements with each of Allenby Capital, Whitman Howard and Spark pursuant to which they will each receive a warrant to subscribe for a certain number of Common Shares in the Company. The warrants are being issued in partial satisfaction of fees and/or commission payable in connection with the Fundraise. The warrants are exercisable at any time until 31 July 2017.

Pursuant to its warrant agreement dated 16 July 2014, Allenby Capital has been granted a warrant to subscribe for 1,228,825 Common Shares in the Company at an exercise price of 7 pence per Common Share.

Pursuant to its warrant agreement dated 16 July 2014, Whitman Howard has been granted a warrant to subscribe for 618,571 Common Shares in the Company at an exercise price of 7 pence per Common Share.

Pursuant to its warrant agreement dated 16 July 2014, Spark has been granted a warrant to subscribe for 71,429 Common Shares in the Company at an exercise price of US$0.001 per Common Share.

Related Party Transactions

Alan Reade, Bruno Jactel, Barry Riley and James Hills, each being directors in the Company, are participating in the Fundraise as further described in the Circular. In accordance with the AIM Rules and market practice, the directors' respective participations in the Fundraise must be aggregated and they must also be aggregated with any similar transactions carried out by them in the previous 12 months. As a result of this aggregation, Alan Reade, Bruno Jactel, Barry Riley and James Hills are considered to be related parties under the AIM Rules for the purposes of the Fundraise. The Independent Director considers, having consulted with the Company's nominated adviser, Spark, that the terms of Alan Reade, Bruno Jactel, Barry Riley and James Hills' respective participations in the Fundraise are fair and reasonable insofar as the Stockholders of the Company are concerned.

Legal & General Investment Management Limited (UK) ("LGIM"), a substantial shareholder in the Company, has agreed to subscribe for 1,428,571 New Common Shares pursuant to the Placing and the Subscription. LGIM is a related party under the AIM Rules by virtue of its existing shareholding in the Company. The Independent Director considers, having consulted with the Company's nominated adviser, Spark, that the terms of LGIM's participation in the Fundraise are fair and reasonable insofar as the Stockholders of the Company are concerned.

Stockholder Approval and Notice of Special Meeting

The Placing and Subscription are subject, inter alia, to the passing of Resolution 1 at the Special Meeting.

Accordingly, set out in the Circular is the notice convening a Special Meeting to be held on 28 July 2014 at the offices of TyraTech, 5151 McCrimmon Parkway, Suite 275, Morrisville, NC 27560, USA at 10.00 a.m. (EDT) at which the Resolutions will be proposed.

Resolution 1 is required to disapply the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation from the issue of the New Common Shares pursuant to the Placing and Subscription. Approval of 75 per cent. of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 1.

Resolution 2 is required to disapply the pre-emption rights contained in Article XI of the Company's Certificate of Incorporation from: (i) the issue of up to 1,228,825 shares of common stock of the Company in connection with the exercise of warrants granted to Allenby Capital on 16 July 2014 (or any amendment or restatement of such warrants); (ii) the issue of up to 618,571 shares of common stock of the Company in connection with the exercise of warrants granted to Whitman Howard on 16 July 2014 (or any amendment or restatement of such warrants); and (iii) the issue of up to 71,429 shares of common stock of the Company in connection with the exercise of warrants granted to Spark on 16 July 2014 (or any amendment or restatement of such warrants). The warrants were issued to Allenby Capital, Whitman Howard, Spark, respectively, in partial satisfaction of fees and/or commission payable in connection with the Fundraise. Approval of 75 per cent. of those Stockholders voting in person or by proxy at the Special Meeting is required to pass Resolution 2.

Resolution 3 is required to amend Article IV of the Company's Certificate of Incorporation, so that the number of shares of capital stock which the Company is authorised to issue is increased from 300,000,000 to 380,000,000. Resolution 3 is in line with current market practice and would give the Company the ability to allot Common Shares up to approximately an additional one-third of the fully diluted share capital following the Fundraise. Approval of a majority of those Stockholders voting in person or by proxy at the Special Meeting of the Company is required to pass Resolution 3. The Company has no current intention to utilise this additional headroom at this time.

Assuming that Resolutions 1 and 2 are passed, the maximum number of Common Shares which the Company could issue for cash without application of the pre-emption rights in Article XI of the Company's Certificate of Incorporation, or Stockholder approval for disapplication of such rights, is (i) 50,000,000 New Common Shares pursuant to the Placing and Subscription; (ii) 1,918,825 Common Shares issued pursuant to the exercise of the warrants granted to Allenby Capital, Whitman Howard and Spark; and (iii) such number of Common Shares as may be issued pursuant to the other exemptions from the application of pre-emption rights in the Company's constitution or pursuant to previous authorities granted by the Stockholders, including the Company's ability to issue such additional number of Common Shares as represents less than 10 per cent. of the issued and outstanding share capital of the Company during any twelve month period.

Assuming that Resolution 3 is passed, the maximum number of Common Shares which could be allotted in addition to those already issued as at the date of this announcement would be 173,831,932.

Section 3.04 of the Amended and Restated Bylaws of the Company, adopted as of 23 May 2007 and amended as of 19 May 2010, requires that holders of not less than one-third of the shares entitled to vote, be present in person or represented by proxy at a meeting of Stockholders to meet quorum requirements.

The Directors, whose beneficial or controlled holdings collectively total 9 per cent. of the issued and outstanding Common Shares (other than those Common Shares held in treasury), intend to vote in favour of the Resolutions at the Special Meeting.

For Stockholders of the Company, a Form of Proxy for use at the Special Meeting accompanies the Circular. Whether or not you intend to be present at the meeting, you are asked to complete the Form of Proxy in accordance with the instructions thereon and to return it by post to Computershare Investor Services (Jersey) Limited c/o The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by facsimile to +44 (0)870 703 6322 or by email to externalproxyqueries@computershare.co.uk, so as to be received as soon as possible and, in any event, not later than 3.00 p.m. (BST) on 24 July 2014. Completion and return of the Form of Proxy will not preclude you from attending the Special Meeting and voting in person should you so wish to do so.

For holders of Depositary Interests representing the Company's Common Shares, a Form of Instruction accompanies the Circular. You are asked to complete the Form of Instruction in accordance with the instructions thereon and to return it by post to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY or by facsimile to +44 (0)870 703 6322 or by email to externalproxyqueries@computershare.co.uk, so as to be received as soon as possible and, in any event, not later than 3.00 p.m. (BST) on 23 July 2014. You may not vote the Common Shares represented by your depositary interests in person at the Special Meeting unless you obtain a letter of representation from the Company's registrars, Computershare, giving you the right to vote the shares at the meeting.

Voting by CREST Members

Holders of Depositary Interests representing the Company's Common Shares may also vote using the CREST electronic proxy appointment service by using the procedures described in the CREST Manual (available at www.euroclear.com). CREST personal members or other CREST sponsored members, and those CREST members who have appointed a service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & Ireland Limited specifications and must contain the information required for such instructions, as described in the CREST Manual. The message must, in order to be valid, be transmitted so as to be received by the Company's registrars, Computershare Investor Services PLC (CREST ID 3RA50) not later than 3.00 p.m. (BST) on 23 July 2014. No such message received through the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Company's registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of voting instructions should be communicated to Computershare through other means.

CREST members and, where applicable, their CREST sponsors, or voting service providers should note that Euroclear UK & Ireland Limited does not make available special procedures in CREST for any particular message. Normal system timings and limitations will, therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member, or sponsored member, or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting system providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the CREST Regulations.

Importance of Vote

The Placing and Subscription are conditional, inter alia, upon the passing by Stockholders of Resolution 1 at the Special Meeting.

Stockholders should be aware that in the event that Resolution 1 was not to be approved at the Special Meeting, the Fundraise would not proceed as described herein and the Company would need to pursue other (potentially less optimal) options in order assist the successful launch of the Vamousse head lice product range in Superdrug and Boots stores in the UK and other activities described in the Circular.

In the event that Resolution 2 was not to be approved at the Special Meeting, the Company would not be able to issue Common Shares to Allenby Capital, Whitman Howard and Spark pursuant to the exercise of their warrants, in partial satisfaction of their fees and/or commission in connection with the Fundraise. In such circumstances the Company will be obliged to renegotiate the terms on which these fees and/or commission are satisfied.

If Resolution 3 was not to be approved at the Special Meeting the Company would still be able to proceed to issue the New Common Shares pursuant to the Fundraise, however, it would have limited available authorised share capital for any future allotments of Common Shares. In accordance with standard market practice the Company believes it is appropriate to maintain sufficient authorised share capital. The Company has no current intention to utilise this additional headroom at this time.

In both cases the Company would be able to proceed with the issue of such number of new Common Shares as the Directors are authorised to issue, pursuant to the Company's Constitution, without Stockholder approval.

Recommendation

The Independent Director considers the terms of the Placing and Subscription to be in the best interests of the Company and its Stockholders as a whole and the Independent Director, along with the other Directors, recommends that you vote in favour of all of the Resolutions to be proposed at the Special Meeting as they intend to do in respect of their entire beneficial or controlled holdings representing 9 per cent. of the Existing Share Capital of the Company (other than those Common Shares held in treasury).

Director Shareholdings

Should Resolution 1 be approved at the Special Meeting:

Alan Reade, who has agreed to subscribe for 214,298 New Common Shares pursuant to the Subscription, will be interested in 12,700,656 Common Shares in the Company representing an interest of 4.96 per cent. of the Enlarged Issued Share Capital following Admission. In addition, Alan Reade is interested in 3,145,695 options over Common Shares in the Company as follows:

Barry Riley, who has agreed to subscribe for 142,857 New Common Shares pursuant to the Subscription, will be interested in 3,198,413 Common Shares in the Company representing an interest of 1.24 per cent. of the Enlarged Issued Share Capital following Admission. In addition, Barry Riley is interested in 750,000 options over Common Shares in the Company as follows:

Bruno Jactel who has agreed to subscribe for 142,857 New Common Shares pursuant to the Subscription, will be interested in 2,002,424 Common Shares in the Company representing an interest of 0.78 per cent. of the Enlarged Issued Share Capital following Admission. In addition, Bruno Jactel is interested in 3,000,000 options over Common Shares in the Company as follows:

James Hills who has agreed to subscribe for 142,857 New Common Shares pursuant to the Subscription, will be interested in 1,190,757 Common Shares in the Company representing an interest of 0.46 per cent. of the Enlarged Issued Share Capital following Admission. In addition, James Hills is interested in 800,000 options over Common Shares in the Company as follows:

Eric Wintemute, the Independent Director, is not subscribing for New Common Shares pursuant to the Subscription and is not currently interested in any Common Shares or options over Common Shares in the Company.

US Securities Law Restrictions

No securities are being offered by the Company pursuant to the Circular.

No Placing Shares will be offered or sold within the United States. Certain Subscription Shares will be offered and sold within the United States only to persons who are "accredited investors" (within the meaning of Regulation D under the Securities Act) in transactions complying with Rule 506 of Regulation D, which provides an exemption from the requirement to register the offer and sale under the Securities Act. Outside of the United States, the New Common Shares will be offered and sold to persons who are not "US Persons" (within the meaning of Regulation S under the Securities Act) in transactions complying with Regulation S, which provides an exemption from the requirement to register the offer and sale under the Securities Act.

The New Common Shares are not expected to be registered under the Securities Act, the Exchange Act, or under any US state securities laws. As such, it is contemplated that the New Common Shares will be "restricted securities" as defined in Rule 144 under the Securities Act and may not be resold in the United States absent registration under the Securities Act and any applicable securities laws of any U.S. State or pursuant to exemptions under the Securities Act and such laws. No market exists for the trading of the New Common Shares in the United States and none is expected to develop. The Company will seek to admit the New Common Shares to AIM for trading in the Company's restricted line of stock under the symbol TYR.

All New Common Shares will bear a legend stating, inter alia, that the shares may not be offered, sold or otherwise transferred in the absence of registration under the Securities Act, unless the transaction is exempt from or not subject to the requirement for such registration under the Securities Act.

Dealing and Settlement

The New Common Shares to be allotted and issued pursuant to the Placing and Subscription will be allotted and issued fully paid and will, on issue, rank pari passu with the existing Common Shares, including the right to receive, in full, all dividends and other distributions thereafter declared, made or paid after the date of issue together with all rights attaching to them and free from all liens, charges and encumbrances of any kind. Application will be made to the London Stock Exchange for the New Common Shares to be admitted to trading on AIM which is expected to occur on or around 31 July 2014.

The New Common Shares will be traded on AIM in the Company's restricted line of stock under the symbol TYR.

The New Common Shares will not be registered under the Securities Act and will constitute 'restricted securities' as defined in Rule 144 of the Securities Act. Hedging transactions involving Shares may not be conducted, directly or indirectly, unless in compliance with the Securities Act.

The New Common Shares will be issued in certificated form with an appropriate form of restrictive legend and subject, in the case of shares subscribed and held by non-affiliates of the Company to a one year distribution compliance period under Regulation S. From Admission the New Common Shares will be traded on AIM in the Company's restricted line of stock under the symbol TYR. During the distribution compliance period such shares may only be traded through the delivery of physical certificates outside of the United States in an offshore transaction to a non-US Person and otherwise in compliance with the Securities Act and any applicable securities law of any state of the United States. New Common Shares subscribed and held by non-affiliates of TyraTech will be eligible to have the restrictive legend removed from their certificates representing such shares following the first anniversary of Admission and, on (i) completion of an appropriate letter of transmittal available from the Company for migration of such shares to the Company's unrestricted line of stock under the symbol TYRU; and (ii) delivery of an appropriate legal opinion to the Company's Registrars. A depositary interest facility is available that permits trades in shares in the Company's unrestricted TYRU line of stock to be settled electronically through CREST rather than by delivery of physical certificates.

No temporary documents of title will be issued. Pending the dispatch of definitive share certificates, instruments of transfer will be certified against the register of members of the Company.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Each of the times and dates in the above timetable is subject to change. References to time are to London time unless otherwise stated.

The Company has two lines of stock. The Company's SEDOL code for its restricted line of stock is B1WT4G5 and the ISIN code is USU890581080. The Company's SEDOL code for its unrestricted line of stock is B400R62 and the ISIN code is US90239R2031.

PLACING AND SUBSCRIPTION STATISTICS

Note: the above assumes that there is no further issue of Common Shares between the date of this announcement and Admission.

For the purposes of determining the amount of any Subscription monies to be paid in US dollars, such amounts will be converted into pounds sterling at the exchange rate as published in the London edition of the Financial Times on 15 July 2014, being 0.5852.

DEFINITIONS

The following definitions apply throughout this announcement and the Circular, unless the context requires otherwise.