SulNOx Group PLC - Issue of Shares to Consultants

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION 11 OF THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019/310

10 January 2024

SulNOx Group Plc (the "Company" or "SulNOx")

Issue of Shares to Consultants

Holding in the Company

(Aquis Stock Exchange: SNOX)

Issue of Shares to Consultants

The Company has issued a total of 196,345 new ordinary shares of 2 pence each ("Ordinary Shares") in settlement of invoices from consultants, made as follows: 

·    34,091 Ordinary Shares at a price of 22.00 pence per Ordinary Share in settlement of a liability of £7,500.00; and

·    162,254 Ordinary Shares at a price of 17.75 pence per Ordinary Share in settlement of a liability of £28,800.00.

The prices of the above issues have been calculated on the average share price for the period of time over which the services were delivered and the terms of the consultants' contracts.  An application will be made to admit the new Ordinary Shares for trading on AQSE Growth Market, which is anticipated to occur on or around 15 January 2024 ("Admission").

On Admission, the Company will have 121,246,819 Ordinary Shares in issue, each with one voting right. The Company does not hold any shares in treasury and therefore the total number of voting rights in the Company is 121,246,819. This figure should be used by shareholders from Admission as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.

Holding in the Company & Related Party Transaction

The issue of the 162,254 Ordinary Shares set out above is to Tergeo Limited, in relation to the consultancy contract set out in the announcement of 27 June 2023.  Tergeo Limited is a company in which Constantine Logothetis holds a majority interest.  Mr Logothetis has a total current interest (including indirect holdings) in 28,457,495 Ordinary Shares, 23.51% of the current issued Ordinary Shares, as set out in the announcement of 22 December 2023.  On Admission, assuming no other dealings since 22 December 2023, Mr Logothetis will have a total interest (including indirect holdings) in 28,619,749 Ordinary Shares, 23.61% of the Ordinary Shares.

As Mr Logothetis has an interest in over 10% of the Ordinary Shares, the issue of the new Ordinary Shares to Tergeo Limited constitutes a related party transaction under the AQSE Growth Market (Apex Segment) Rules.  The consultancy agreement with Tergeo Limited is proving to be commercially beneficial and the settlement of the liability through the issue of Ordinary Shares will conserve the Company's cash resources.  The directors of the Company, having exercised reasonable care, skill and diligence, believe the issue of new Ordinary Shares to Tergeo Limited to be fair and reasonable as far as the shareholders of the Company are concerned.

- Ends -

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