THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN

31 October 2025

Versarien plc

("Versarien", the "Company" or the "Group")

Proposed Disposal of the Company's Assets

Versarien plc (AIM: VRS), the advanced engineering materials group, provides a further update on its restructuring process.

As previously announced, the Company has been progressing discussions regarding specific offers for the business and assets of the Company which the Company's directors (the "Board") considers would provide the best outcome for both its shareholders and creditors.  Discussions have now advanced with one party such that the Company has signed a non-binding heads of terms (the "HoT") with a UK quoted public company (the "Potential Acquirer"), for the disposal of Versarian's remaining material assets and subsidiaries.  The main terms of the HoT are as follows:

●       The Potential Acquirer intends to purchase the Company's shares in Total Carbide Limited and Gnanomat SL, together with the patent and trademark portfolio held by Versarien (the "Assets") and the graphene production equipment held by Versarien Graphene Limited (in Administration) (the "Administration Assets").

●       The consideration for the acquisition of the Assets would be £100,000 in cash and approximately £100,000 in shares in the Potential Acquirer. In addition, the Potential Acquirer will take on responsibility for the Innovate UK Loans Limited loan ("IUKL") of £5.7 million (capital and accumulated interest) with the structure to be finalised between IUKL and the Potential Acquirer.

●       Versarien has entered into a period of exclusivity with the Potential Acquirer until 30 November 2025 regarding the Company's sale of the Assets.

●       Completion of the transaction is subject to a number of factors including: documented novation by IUKL (which has indicated its agreement to the transaction); formal agreement from HMG Investment Screening Unit relating to triggering the National Security Investment Act 2021 for the proposed acquisition of qualifying assets (consent is anticipated given that the disposal is to a UK company); and consent of both Versarien's and Gnanomat SL's shareholders at general meetings to be convened in due course at a date expected to be in November 2025.

The Company's actions to conserve cash continue and the Board now anticipates that the Company can continue to operate, with the support of its creditors, at least until the proposed transaction is completed, which is expected by the end of November 2025.  If the transaction is successfully completed, the Company would not have any operations and would become an AIM Rule 15 cash shell, at which point it would seek to settle its remaining liabilities and look for reverse takeover opportunities.

It should be noted that although heads of terms have been signed, the completion of the transaction is subject to the matters listed above as well as further due diligence by the Potential Acquirer. Consequently, there is no certainty that the transaction will conclude and no certainty on the final terms of the transaction, albeit that the Board believes that it is in the best interests of all stakeholders for it to do so on the terms set out in the HoT.

In the absence of successfully concluding the transaction in as short a timeframe as possible, the Board may have no alternative but to seek to appoint administrators to Versarien plc.

The Company will make further announcements in due course as appropriate.

For further information please contact:

For further information please see: http://www.versarien.com