NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY MAREX FINANCIAL, WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FCA registration number 442767).

Retail Offer to raise up to £2.3 million (c.$3.0 million)

Scancell Holdings plc (AIM: SCLP), a late-stage clinical immuno-oncology company developing active immunotherapies designed to enhance anti-tumour immune responses in difficult-to-treat cancers, is pleased to announce a retail offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £2.3 million (c.$3.0 million) (before expenses) (the "Retail Offer") through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares").  Under the Retail Offer, up to approximately 25,000,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at an issue price of 9 pence per Ordinary Share (the "Issue Price").

In addition to the Retail Offer and as announced earlier today, the Company is also proposing a placing of new Ordinary Shares (together with the Retail Offer Shares, the "New Ordinary Shares") to raise approximately $12.0 million (c.£9.0 million) (before expenses) through a bookbuild process (the "UK Placing") at the Issue Price. The Issue Price represents a discount of approximately 29.4 per cent. to the mid-market closing price of an Ordinary Share on 22 July 2026 (being the latest practicable date prior to this announcement).

A separate announcement has been made regarding the UK Placing and its terms which sets out the reasons for the UK Placing and use of proceeds.  Net proceeds of the Retail Offer and the UK Placing will provide Scancell with near-term working capital, extending the Company's current cash runway beyond H2 2026 and into Q2 2027 regardless of the anticipated closing of the US Listing Transactions in Q4 2026. The net proceeds of the Retail Offer and the UK Placing will enable the Company to continue to prepare for its iSCIB1+ Phase 3 trial, as well as fund the Company's additional pipeline.

For the avoidance of doubt, the Retail Offer is not part of the UK Placing. Completion of the Retail Offer is conditional, inter alia, upon the completion of the UK Placing but completion of the UK Placing is not conditional on completion of the Retail Offer. The Retail Offer is also not conditional on completion of the US Listing Transactions (as further described in the announcement titled "Scancell and Neuphoria Therapeutics announce Merger and Financing" released earlier today (the "US Listing Transaction Announcement")). The US Listing Transactions are subject to the conditions set out in the US Listing Transaction Announcement. There can be no certainty that these conditions will be satisfied or that the US Listing Transactions will complete within the anticipated timetable or at all. If the US Listing Transactions do not complete, the Company will not acquire Neuphoria, achieve the Nasdaq listing or receive the proceeds in connection with the Private Placement. Consequently, the Company will need to review its clinical programme and pursue alternative funding arrangements which may not be available on similar or acceptable terms.

The Retail Offer and the UK Placing are conditional on the New Ordinary Shares being admitted to trading on AIM ("Admission"). It is anticipated that Admission will become effective and that dealings in the New Ordinary Shares will commence at 8.00 a.m. on or around 28 July 2026.

The UK Placing and the Retail Offer will be effected on a non-pre-emptive basis pursuant to the existing authorities to allot equity securities granted at the Company's annual general meeting on 30 October 2025.

The Company values its retail shareholder base and believes that it is appropriate to provide both new and existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer.