Theracryf : Corporate Presenation

Corporate Presentation

May 2024

Dr Huw Jones, CEO

Toni Haenninen, CFO

Dr Helen Kuhlman, CBO

AIM: TCF.L

NOMAD: Cavendish

IR: Instinctif, CAG

THIS PRESENTATION (AS DEFINED BELOW) IS CONFIDENTIAL AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, AUSTRALIA, JAPAN, NEW ZEALAND AND THE REPUBLIC OF SOUTH AFRICA (EACH A "RESTRICTED JURISDICTION") OR ANY JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL. The information contained in this presentation and the accompanying verbal presentation, including any question and answer session and any documents or other materials distributed at or in connection with the presentation (together the "Presentation") are for your information only and are being delivered by TheraCryf plc (the "Company"), in connection with the proposed admission of new ordinary shares in the Company to trading on AIM as part of a placing (the "Transaction") and has not been, and will not be, reviewed or approved by the Financial Conduct Authority ("FCA") of the United Kingdom, London Stock Exchange plc ("LSE"), or any other authority or regulatory body and is not, and is not intended to, constitute a recommendation regarding the acquisition of securities of such entity or any decision in respect of the Transaction. You acknowledge that the Presentation is confidential and is being furnished to you solely for your information and you agree that you will not forward or deliver the Presentation, electronically or otherwise, to any person or reproduce, download or publish the Presentation in any manner whatsoever. By attending the Presentation, the recipient shall be deemed to have accepted the terms of this disclaimer. This Presentation has not been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000 ("FSMA") and therefore it is being delivered for information purposes to: (i) persons in member states of the European Economic Area ("EEA") who are "qualified investors" ("Qualified Investors") within the meaning of article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); and (ii) persons in the United Kingdom that are "qualified investors" within the meaning of the UK version of the EU Prospectus Regulation which forms part of UK domestic law pursuant to the European Union (Withdrawal) Act 2018 and are persons: (a) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order") (investment professionals); (b) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.); or (c) to whom they may otherwise be lawfully distributed (all such persons in (a), (b) and (c) together being referred to as "Relevant Persons"). Any person who is not a Qualified Investor or a Relevant Person should not act or rely on the information contained in this Presentation. If you are in any doubt as to the matters contained in this Presentation (including whether you fall within the definitions of Qualified Investor or Relevant Person), you should consult an authorised person specialising in advising on investments of the kind contained in this Presentation. Any investment or investment activity to which this Presentation relates is available only to Qualified Investors in the EEA and Relevant Persons in the United Kingdom and will be engaged in only with Qualified Investors in the EEA and Relevant Persons in the United Kingdom. By accepting this Presentation and not immediately returning it, the recipient represents and warrants that they are a Relevant Person and agrees to be bound by the following conditions. This Presentation is not to be disclosed to any other person or used for any other purpose. This Presentation does not constitute an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or as part of a transaction not subject to, the registration requirements of the Securities Act and, in each case, in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offer of the securities referred to herein is being made in the United States. Neither the Presentation nor any part or copy may be taken or transmitted, directly or indirectly, into any Restricted Jurisdiction or to any national, resident or citizen thereof, or any jurisdiction where such distribution is unlawful. The availability and distribution of this Presentation and the offer of securities in certain jurisdictions may be restricted by law. No action has been taken by the Company or Cavendish Capital Markets Limited ("Cavendish") that would permit an offer of any securities in the Company or possession or distribution of this Presentation or any other offer or publicity material relating to securities in the Company in any jurisdiction where action for that purpose is required. Persons into whose possession this Presentation comes are required by the Company and Cavendish to inform themselves about, and to observe, such restrictions. The Presentation shall not form the basis of any contract and the Presentation does not contain or constitute or form part of any offer or invitation to sell or issue, or any offer or inducement or invitation or commitment to purchase or subscribe for, or any solicitation of any offer to purchase or subscribe for, any securities in the Company in any jurisdiction nor shall it or any part of it nor the fact of its distribution form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to any offer or otherwise. The information contained in this Presentation is for discussion purposes only and does not purport to contain all information that may be required to evaluate the Company and/or its financial position. The contents of this Presentation are not to be construed as, and should not be relied upon for, legal, financial or tax advice nor does it constitute a recommendation regarding any transaction. Each recipient of this Presentation should consult his, her or its own legal, financial or tax adviser for advice. The information in this Presentation has not been independently verified and speaks as of the date hereof only and is subject to updating, revision and amendment without notice. Neither the Company, Cavendish, nor any of their respective affiliates, directors, officers, partners, employees, agents, advisers or any person acting on their behalf is under any obligation to update or keep current the information contained in this Presentation, to correct any inaccuracies which may become apparent or provide the recipient with access to any additional information. This Presentation does not purport to contain all of the information that may be required to evaluate any investment in the Company or any of its securities. is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-oneelse in connection with the Transaction and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Transaction and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Transaction or any transaction or arrangement referred to in the Presentation. Cavendish's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person. None of Cavendish or any of its affiliates, directors, officers, or agents accepts any responsibility whatsoever for the contents of the Presentation or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the Transaction. Apart from the responsibilities and liabilities, if any, which may be imposed on Cavendish by FSMA or the regulatory regime established thereunder or under the regulatory regime of any jurisdiction where exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, neither the Company nor any of its shareholders, directors, officers, agents, employees or advisers accepts any responsibility whatsoever for, or makes any representation or warranty, express or implied, as to, the accuracy, completeness or verification of the contents of the Presentation or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, or the Transaction and nothing in the Presentation will be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Cavendish and the Company accordingly disclaims, to the fullest extent permitted by applicable law, all and any responsibility or liability, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the Presentation or any such statement. This Presentation contains forward-lookingstatements that involve substantial risks and uncertainties, and actual results and developments may differ materially from those expressed or implied by these statements. These forward-lookingstatements are statements regarding the Company's intentions, beliefs or current expectations concerning, among other things, the Company's results of operations, financial condition, prospects, growth, strategies and the industry in which the Company operates. By their nature, forward-lookingstatements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. These forward-lookingstatements speak only as of the date of this Presentation and the Company does not undertake an obligation to publicly release any revisions to these forward-lookingstatements to reflect events or circumstances after the date of this Presentation.

MISSION

To build a drug development powerhouse in profitable segments within oncology and behavioural brain disorders

Explore Early

Partnering

Opportunities

Conserve	External
Validation of
Cash
Technology

Biotech

Imperatives

2024

Generate

General

Pre-clinical

Data

Clinical Data

Seek Attractive

M&A

Opportunities

Acquisition of Chronos Therapeutics Ltd in an all-share transaction April 2024*

Neuropsychiatry portfolio, attractive targets, resurgent area for big pharma

Modest Capital raise

Renaming of the combined company effective 26 April 2024

*Approx 10% of upfront consideration in cash

Resurgence of neuroscience Q4 2023

HEALTH AND SCIENCE

AbbVie pads neuroscience portfolio with $8.7B deal to acquire Cerevel Annalee Armstrong

Indivior Enters Into an Exclusive Global License Agreement for C4X Discovery's Orexin-1 (OX1) Antagonist Program for $294m

As J&J outlines bullish pipeline goals, neuroscience pipeline takes a starring role

ByMax Bayer

AZ buys into Eolas' anti- addiction programme in $145m deal

Karuna Therapeutics surges 47% after Bristol Myers Squibb announces $14 billion deal

Published Dec 22, 2023

Ashley Capoot

Axsome Therapeutics Enters into License Agreement with Pharmanovia to Expand Commercialization and Further Develop Sunosi® (solriamfetol) in Europe

Published: Feb 22, 2023

Clinical stage

• Developing a new class of pharmaceuticals - based on highly biologically active "sulforaphane" - applications in multiple therapeutic areas based on a network of targets
• Platform stabilisation technology, extensive IP for platform and lead asset SFX-01.Orphan drug designation in USA
• Internal programme - glioblastoma (GBM) the most fatal of the brain cancers. Clinical POC is grant funded by Dutch cancer society
• Out-licensedeal with Stalicla SA in neurodevelopmental disorders. $160.5m milestones, double digit royalty
• Phase1b study on commercial grade tablet complete with further post hoc genomic analysis in Q3 2024
• First clinical read out in GBM 2026

Late Pre-clinical stage

• Spin out of Oxford University, lifetime raise £15.4m
• 2016 acquisition of 3 NCE assets from Shire with CNS, neurology/psychiatry focus
• 2 Assets developed to late pre-clinical by Chronos
• Main programmes

• • Ox1 antagonist (anxiety and addictive disorders, BED) class leading profile
  • DAT inhibitor (fatigue, long COVID, MS fatigue, narcolepsy) atypical, unique
• Patents granted in major territories including USA, Ox1 patent valid until 2038
• Entry to Phase 1 clinical studies as early as 2026, early clinical POC 2026/7*

* Subject to separate funding

Rationale for Combination

• More than triples the size of the TheraCryf portfolio
• Capitalising on renewed interest and deal activity in Neuroscience
• Chronos neuropsychiatry assets are complementary to Evgen's neurodevelopmental disorders and brain cancer asset
• Evgen has the expertise to develop and commercialise the combined portfolio
• Multiple potential inflection points
• High quality investor base in Chronos

Group Pipeline

SFX-01: Breast Cancer

SFX-01: Neurodevelopmental Disorders

SFX-01: Glioblastoma*

SFX-01: Rhabdomyosarcoma

NCE: Ox1 in Addiction

NCE: Ox1 in Anxiety

NCE: DAT in Fatigue / Narcolepsy*

* Orphan Conditions

Transaction Details

Low upfront, de-risked and back-weighted

• Acquisition of entire issued share capital of Chronos Therapeutics

• • Single share class, no warrants, no debt, on a cash and debt free basis
• £1m in Evgen shares upfront to Chronos shareholders*
• • Includes Vulpes, Odey, Oxford University, WA Capital, Takeda, HNWs
  • Chronos shareholders locked in for 18 months
• £1m in shares or loan at Evgen's discretion on start of first Phase 1 clinical trial
• £1.5m in shares or loan at Evgen's discretion on end of first successful Phase 1 clinical trial
• 10% of first three milestones of any out-licensing transaction involving of a former Chronos asset, capped
• • Payment in shares or loan notes at Evgen's discretion

*Approx 10% of upfront consideration in cash