Directa Plus : Placing to raise a minimum of £3.0 million via an accelerated bookbuild

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE EU MARKET ABUSE REGULATION (596/2014). UPON THE PUBLICATION OF THE ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

12 December 2018

DIRECTA PLUS PLC

("Directa Plus", the "Company", or the "Group")

Placing to raise a minimum of £3.0 million via an accelerated bookbuild

Intention to launch Open Offer to raise up to approximately £1.0 million

Directa Plus (AIM: DCTA), a producer and supplier of graphene-based products for use in consumer and industrial markets, is pleased to announce a proposed firm and conditional placing of a minimum of 6,000,000 new ordinary shares of 0.25 pence each (the "Ordinary Shares") in the share capital of the Company (the "Placing Shares") at a price of 50 pence per Placing Share to raise a minimum of £3.0 million (before expenses)) (the "Placing"). The net proceeds of the Placing will allow the Group, inter alia, to increase investment to drive growth in the Company's rapidly expanding markets.

The Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this Announcement, through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this Announcement.

Cantor Fitzgerald Europe and Nplus1 Singer Advisory LLP ("N+1 Singer") are acting as joint brokers in relation to the Placing (the "Joint Brokers"). A placing agreement has been entered into today between the Company, Cantor Fitzgerald Europe and N+1 Singer in connection with the Placing (the "Placing Agreement").

The Company also announces that it intends to raise up to approximately a further £1.0 million by way of an open offer to Shareholders (the "Open Offer") to be launched shortly after the close of the Placing.

Highlights

• • Proposed Placing of Placing Shares to raise a minimum of £3.0 million. Intention to launch an Open Offer to raise up to approximately £1.0 million.

• • The price per Placing Share will be 50 pence per Ordinary Share (the "Issue Price"). It is intended that the Open Offer will also be made at the Issue Price.

• • The Issue Price represents no discount to the price of 50 pence per Ordinary Share, being the closing mid-market price on the business day prior to this Announcement.

• • The Board intend to use the proceeds of the Placing to:

-

exploit commercial opportunities across a developing pipeline;

• - build sales and marketing reach;

• - develop the next generation of higher performing products;

• - improve industrial layout to drive industrial margin; and

• - maintain competitive advantage and barriers to entry.

• • Any further monies received under the Open Offer will be used to further support the Company's strategy outlined above as well as for general working capital purposes.

• • The final number of Placing Shares will be agreed by Cantor Fitzgerald Europe, N+1 Singer and the Company at the close of the bookbuild, and the result will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of Cantor Fitzgerald Europe and N+1 Singer, in consultation with the Company. The Placing is not underwritten.

• • The Firm Placing will comprise the placing of up to 4,421,282 new Ordinary Shares at the Issue Price to raise up to approximately £2.2 million (before expenses), utilising the existing share authorities granted at the Company's Annual General Meeting held on 18 June 2018 and therefore will be issued on a non-pre-emptive basis.

• • The Conditional Placing will comprise the placing of the balance of the new Ordinary Shares at the Issue Price and is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is to be convened for 11.00 a.m. on 8 January 2019.

• • Cantor Fitzgerald Europe is the Nominated Adviser and Joint Broker in relation to the Placing. N+1 Singer is the Joint Broker in relation to the Placing.

• • The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

Background to and reasons for the Fundraising

Introduction

Directa Plus is one of the largest producers and suppliers of graphene-based products for use in consumer and industrial markets. The Company's graphene manufacturing capability uses proprietary patented technology based on a plasma super expansion process. Starting from natural graphite, each step of Directa Plus' production process - expansion, exfoliation and drying - creates graphene-based materials and hybrid graphene materials ready for a variety of uses and available in various forms such as powder, liquid and paste.

This proprietary production process uses heat, rather than a chemical process, to process graphite into pristine graphene nanoplatelets, which enables Directa Plus to offer a sustainable, non-toxic product, without unwanted by-products.

Directa Plus' products are made of hybrid graphene materials and graphene nano-platelets. The products (marketed as G+) have multiple applications due to its physical, chemical, electronic and thermal properties. These G+ products can be categorised into various families, with different products being suitable for specific practical applications.

Opportunity

The Company is principally focused on the two sectors in which the Board believes it has a strong commercial advantage through developed and launched products and a technological lead:

• • Environmental, based on our Grafysorber® product; and

• • Textiles, based on our G+ products.

In addition, the Board remains selective in building out the pipeline of opportunities in the Elastomers and Composite Material sectors.

The Board believes that the Company has made very good progress towards commercialising its products, particularly in the two key vertical markets that have the potential to generate significant revenues and value for our Shareholders.

The ability to demonstrate strong cash resources to fund the Company until it achieves positive cash flows will materially assist Directa Plus to attract and retain blue chip customers and partners. It will also allow Directa Plus to negotiate commercial agreements from a position of strength in order to capture more value for Shareholders from the product launches the Company's technology enables.

Commercialisation Strategy

Integrating Directa Plus' intellectual property into new products allows customers to gain significant competitive advantage. The Board is committed to sharing in the proceeds of customers' growth from new products, rather than merely supplying an essential ingredient. As such, the commercialisation model Directa Plus follows is based on capturing a proportion of these additional revenues and profits for our Shareholders. This could take the form of royalty payments, upfront enabling licence payments, joint-ventures to get closer to end-users or a combination of all three.

Use of Proceeds

Directa Plus has signed a number of agreements with customers and now needs additional working capital to fund capital expenditure to exploit the existing commercial opportunities, and fulfil existing customer orders under contracted agreements. At the same time, the Company wishes to invest further funds in its marketing and sales functions to maintain revenue growth and to promote the G+ brand which helps Directa Plus to add value to its customers' products and to grow overall margins.

Another key area of investment is the R&D in order to develop the next generation of higher performing products to enable new applications with the aim of sustaining the long term growth of the Company. A final phase of investment is also required in the production plant in Como, Italy, to optimise the production process to reduce unit costs and increase the manufacturing margin. In addition, the Company wishes to protect the competitive advantage investing in protection of existing intellectual property and development of new patents.

In addition, any further monies received under the Open Offer will be used to further support the Company's strategy as well as for general working capital purposes.

Current Trading and Outlook

2018 has seen accelerating commercial traction with agreements and collaborations signed and orders received for products to be delivered over the next twelve months. Recent demonstrable progress includes a €200,000 contract win to supply a graphene-based Grafysorber mobile production unit and a set of G+ oil adsorption barriers to GSP Group and a collaboration agreement with Ambienthesis S.p.A., a specialist in the reclamation, environmental remediation and treatment, recovery and disposal of hazardous and non-hazardous waste, to evaluate, develop and promote products, plants and services for the remediation of soil and groundwater and industrial waste waters.

Directa Plus is seeking to reposition itself in the key vertical markets targeted by the Company for its graphene based products in order to move up the value chain, selling more than just the core graphene, so as to capture additional value for Shareholders.

The Board believes that Directa Plus has a technological and commercial lead over its competitors, demonstrated by the number of products launched in its customers' markets and by the number of agreements already signed which will generate first revenues in the 2019 financial year.

Further Details of the Placing and the Open Offer

Cantor Fitzgerald Europe and N+1 Singer, as agents for the Company, have agreed to use reasonable endeavours to place a minimum of 6,000,000 Placing Shares at the Issue Price with certain existing and new institutional investors, raising gross proceeds of a minimum of £3.0 million.

The minimum number of Placing Shares being offered in the Placing represents approximately 13.6 per cent. of the Company's issued share capital on 11 December 2018 (being the last business day prior to this Announcement).

In connection with the Placing, the Company has entered into the Placing Agreement with Cantor Fitzgerald Europe and N+1 Singer which contains customary warranties given by the Company to Cantor Fitzgerald Europe and N+1 Singer with respect to the Company's business and customary indemnities given by the Company to Cantor Fitzgerald Europe and N+1 Singer in respect of liabilities arising out of or in connection with the Placing.

The Firm Placing comprises the placing of up to 4,421,282 new Ordinary Shares at the Issue Price to raise up to approximately £2.2 million (before expenses), utilising the existing share authorities granted at the Company's Annual General Meeting held on 18 June 2018 and therefore will be issued on a non-pre-emptive basis. Application has been made to the London Stock Exchange for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). It is expected that First Admission will become effective and that dealings in the Firm Placing Shares, will commence at 8.00 a.m. on 17 December 2018.

The Conditional Placing comprises the balance of the new Ordinary Shares at the Issue Price and is conditional, inter alia, on the passing by Shareholders of certain resolutions at a General Meeting of the Company, which is to be convened for 11.00a.m. on 8 January 2019.

In addition, in order to provide Shareholders who have not taken part in the Firm Placing or Conditional Placing with an opportunity to participate in the proposed issue of new Ordinary Shares, the Company intends to provide all qualifying shareholders with an opportunity to subscribe for new Ordinary Shares by way of the Open Offer.

Application will also be made to the London Stock Exchange for the Conditional Placing Shares to be admitted to trading on AIM ("Second Admission"). On the assumption that, amongst other things, Resolutions 1 and 2 are passed by Shareholders at the General Meeting, it is expected that Second Admission will become effective and that dealings in the Conditional Placing Shares will commence at 8.00 a.m. on 9 January 2019 (being the business day following the General Meeting).

If following the issue of the Firm Placing Shares, the conditions relating to the issue of the Conditional Placing Shares are not satisfied, the Conditional Placing Shares will not be issued and the Company will not receive the related placing monies. In this situation, the Company would not have sufficient resources to fully implement the strategy outlined above.

Circular and Notice of General Meeting

The Company expects to publish a circular (the "Circular") in due course in connection with the Conditional Placing and Open Offer, which will contain a notice convening the General Meeting in order to approve certain matters necessary to implement the Conditional Placing and the Open Offer. Full details of the Open Offer, to be undertaken at the Issue Price, will also be included in the Circular.

A copy of the Circular will be made available on the Company's websitehttp://www.directa-plus.com.

The General Meeting is expected to be convened for 11.00 a.m. on 8 January 2019 and will take place at the Company's offices at 3rd floor, 11-12 St. James's Square, London, SW1Y 4LB. The actions that Shareholders should take to vote on the Resolutions and/or apply for Open Offer Shares will be set out in the Circular to be posted in due course, along with the recommendations of the Directors.

For further information please visithttp://www.directa-plus.com/ or contact:Directa Plus plc Giulio Cesareo, CEO Marco Ferrari, CFO

+39 02 36714458

Cantor Fitzgerald Europe (Nominated Adviser and Joint Broker)

+44 20 7894 7000

Rick Thompson, Philip Davies, Will Goode (Corporate Finance)

Caspar Shand Kydd (Sales)

N+1 Singer (Joint Broker)

+44 20 7496 3069

Mark Taylor, Lauren Kettle, Mia Gardner

Tavistock (Financial PR and IR)

+44 20 7920 3150

Simon Hudson, Sophie Praill, Edward Lee

About Directa Plus

Directa Plus is principally focused on the two sectors in which it has a strong commercial advantage through developed and launched products and a technological lead: environmental (based on our Grafysorber® product) and textiles (based on our G+ products). In addition, the Company will continue to pursue opportunities in elastomers and composites (including tyres and asphalt), also using G+ products. All Directa Plus products are hypoallergenic, non-toxic and sustainably produced.

The person responsible for arranging the release of this Announcement on behalf of Directa Plus is Marco Ferrari, Chief Financial Officer.

Cantor Fitzgerald Europe and Nplus1 Singer Advisory LLP which are regulated in the UK by the Financial Conduct Authority are acting for the Company and no one else in connection with the Placing, and will not be responsible to any person other than the Company for providing the regulatory and legal protections afforded to their respective clients nor for providing advice in relation to the contents of this Announcement or any matter, transaction or arrangement referred to in it.

This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ("forward-looking statements") which reflect various assumptions concerning anticipated results taken from the Company's current business plan or from public sources which may or may not prove to be correct. These forward looking statements can be identified by the use of forward looking terminology, including the terms "anticipates", "target", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements reflect current expectations based on the current business plan and various other assumptions and involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. As a result, prospective investors should not rely on such forward-looking statements due to the inherent uncertainty therein. No representation or warranty is given as to the completeness or accuracy of the forward-looking statements contained in this Announcement. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.