ValiRx Regulatory News (VAL)

27 December 2013

ValiRx Plc

('ValiRx' or the 'Company')

Fundraising and Equity Swap

ValiRx Plc (AIM: VAL), a life science company with a focus on cancer diagnostics and therapeutics for personalised medicine, is pleased to announce that it has raised, in aggregate, £2,900,000, before expenses, through the issue of 892,307,692 new ordinary shares of 0.1p each ('Ordinary Shares') at 0.325p per share ('Placing Price') (the 'Fundraising'). The net proceeds of the Fundraising will be used for future oncology development work and for general working capital purposes.

The Fundraising comprises:

- subscription by YA Global Master SPV Ltd ('Yorkville') of 800,000,000 new Ordinary Shares ('Yorkville Subscription Shares') pursuant to a subscription agreement between the Company and Yorkville ('Subscription Agreement');

- subscriptions by investors introduced by the Company's broker of 92,307,692 new Ordinary Shares ('Placing Shares'), which is conditional upon execution of the Subscription Agreement and the Equity Swap (details of which are set out below).

In conjunction with the Fundraising, the Company has entered into an equity swap agreement (the 'Equity Swap') with Yorkville concerning 753,846,154 of the Yorkville Subscription Shares ('Swap Shares'). Pursuant to the Equity Swap, in return for a payment by the Company to Yorkville of £1,500,000 ('the Swap Payment'), Yorkville shall make eighteen monthly settlement payments of £83,333.33 adjusted by reference to a formula related to the difference between the prevailing market price of the Company's Ordinary Shares in any month and a 'benchmark price' that is equal to the Placing Price. Thus, the net funds received by the Company in respect of the Swap Shares will be dependent on the future price performance of the Ordinary Shares.

Application will be made for the Ordinary Shares to be admitted to trading on AIM and it is anticipated that dealings will commence on 2 January 2014 for the Yorkville Subscription Shares and on 16 January 2014 for the Placing Shares (together the 'Admission'). On Admission, the Company will have 2,911,241,701 Ordinary Shares in issue.

Following Admission, Yorkville will be interested in 800,000,000 Ordinary Shares in the Company, representing 27.48% of the enlarged issued share capital of the Company.

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