Investors

Corporate Details,
AQSE Rule 4.14

Overview:

Clarify Pharma PLC, incorporated on 1 November 2019 and registered in England and Wales under the Companies Act 2006 with company number 12294271.

The Company is admitted on the Access segment of the Aquis Exchange Growth Market.

Broker and AQSE Corporate Adviser to the Company: First Sentinel Corporate Finance Limited

Legal advisers to the Company: Fladgate LLP

Auditors to the Company and Reporting Accountants: Kreston Reeves LLC

Registrars: Computershare Investor Services PLC

Number of Ordinary Shares in issue: 297,195,000

Percentage of Ordinary Shares not in public hands: 45.93%

Percentage of Securities in public hands: 54.07%

Outstanding Warrants: 80,987,950 warrants to subscribe for Ordinary Shares have been issued, exercisable at either 1 pence or 2.5 pence for a period of 2 to 5 years from that date of admission. The Warrants equate to 21.42% of the share capital on a fully diluted basis.

Significant Shareholders: Marallo Holdings Inc plus Olivia Edwards (related party) - 69,000,000 Ordinary Shares – 23.22%

Corporate Governance:

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code.

The Company has established an Audit Committee with formally delegated duties and responsibilities. The Audit Committee is chaired by Jonathan Hives and its other members are Michael Edwards and Nicholas Lyth. The composition of this committee may change over time as the composition of the board changes.

The Audit Committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will have unrestricted access to the Company’s auditors.

The Remuneration Committee, which comprises Jonathan Hives and Jonathan Bixby, is responsible for the review and recommendation of the scale and structure of remuneration for senior management, including any bonus arrangements or the award of share options with due regard to the interests of the Shareholders and the performance of the Company.

The Board, which will meet not less than once per month, will ensure that procedures, resources and controls are in place to ensure that AQSE Growth Market Access Rulebook compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s AQSE Corporate Adviser regarding the Company’s ongoing compliance with the AQSE Growth Market Access Rulebook and in relation to all announcements and notifications and potential transactions.

The Company has adopted a share dealing code for dealings in securities of the Company by the Directors, which is appropriate for a company whose shares are traded on the Access segment of the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including UK MAR and Rule 4.1 of the AQSE Growth Market Access Rulebook. It should be noted that the insider dealing legislation set out in the Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees, and consultants comply with the UK Bribery Act 2010.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of any acquisition and adjusted accordingly.

RNS Announcements:

Change of Name to File Forge Technology PLC - 15 April, 2024

Clarify Pharma Interim Results - 31 August, 2023

Result of Annual General Meeting - 5 July, 2023

Notice of Annual General Meeting - 13 June, 2023

Annual General Meeting Circular - 12 June, 2023

Clarify Pharma Full Year Results - 30 May, 2023

Clarify Pharma Annual Report and Financial Statement - 30 May, 2023

Acquisition of Shares RNS - 24 November, 2022

Clarify Pharma Interim Results - 31 August, 2022

Clarify Result of Annual General Meeting - 30 May, 2022

Clarify Pharma Annual Report - Period Ending 30 November, 2021