VSA Capital Group - Corporate Update

DATE: 3 May 2022

VSA Capital Group plc

("VSA", the "Company" or together with its subsidiaries the "Group")

Corporate Update

VSA Capital Group plc, an international investment banking and broking firm, with offices in London and Shanghai, is pleased to update the market regarding a fee settlement arrangement with a client and the consequent signing of a relationship agreement.

Fee settlement with Anglo African Agriculture plc ("AAAP") and receipt of AAAP shares

VSA Capital Limited ("VSA Capital"), the main operating subsidiary of VSA, provided financial advisory services to AAAP in relation to the aborted acquisition by AAAP of Comarco Group of companies ("Comarco"), an East African based ports and marine logistics business, which would have been a reverse takeover ("RTO"). On 1 October 2021 AAAP announced the withdrawal by Comarco vendors from the RTO transaction.  The Board of AAAP engaged with its professional advisers, including VSA Capital, in order to reach a settlement with respect to the outstanding professional advisory fees incurred by AAAP during the aborted transaction.

On 15 December 2021, AAAP announced that it reached an agreement with VSA Capital in respect of the settlement of the outstanding fees with AAAP at a reduced rate by the way of a partial cash payment and an issue of new ordinary AAAP shares to VSA Capital for the balance of the outstanding fees.

VSA is pleased to announce that following the AAAP shareholder vote on 29 April 2022 to grant the AAAP Board the necessary share authorities, the AAAP Board passed a resolution to allot 3,823,627 new ordinary shares to VSA Capital in settlement of the outstanding fees of £152,945.08.  As a result of this, VSA Capital now has a direct shareholding in AAAP amounting to 15.3%.

In addition, VSA Capital holds 191,266 warrants (122,233 exercisable at 5p and 69,033 exercisable at 20p) and Convertible Loan Notes amounting to £212,000. The Convertible Loan Notes if converted, would result in the issue to VSA Capital of 4,240,000 new ordinary shares and 4,240,000 new warrants, exercisable at 5p per warrant. In addition, Andrew Monk, Chief Executive of VSA and VSA Capital, is also Non-Executive Chairman of AAAP, and he holds 1,106,338 ordinary shares, amounting to 4.3% of the company's issued share capital. Also, Andrew Raca, a director of VSA and VSA Capital, holds 91,952 options in AAAP at an exercise price of 20p expiring on 5 September 2022. The current share price of AAAP is 4.3p.

Signing of the relationship agreement with AAAP

As a result of the above relationship with its client AAAP, on 29 April 2022 VSA Capital, Andrew Monk and Andrew Raca have entered into a relationship agreement with AAAP to re-enforce AAAP's corporate governance arrangements and ensure that AAAP at all times is capable of carrying on its business independently of VSA Capital, and all transactions and arrangements between AAAP and VSA Capital are at arm's length and on normal commercial terms.

For the duration of the relationship agreement, VSA Capital undertakes that it shall not exercise its voting rights in AAAP nor acquire any additional shares in AAAP.  Andrew Monk, as a director of AAAP shall recuse himself from deliberation and voting that affects the terms and conditions of the appointment of VSA Capital, or any interests in VSA Capital, whilst it remains as the Financial Adviser and Broker to AAAP.

The relationship agreement shall continue in full force and effect for so long as VSA Capital remains appointed by AAAP as Financial Adviser and Broker, and while VSA Capital, together with any affiliates and officers, has an interest in AAAP representing 3% or more of AAA's voting rights.

Application will be made to the Financial Conduct Authority for the Shares to be admitted to the Official List and to the London Stock Exchange ("LSE") for the Shares to be admitted to trading on the LSE ("Admission"). Admission is expected to occur on Friday 6 May 2022 and the Shares will rank pari passu with existing issued Shares.

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