Issue of Equity

Provexis PLC
16 March 2007


16 March 2007

                                  PROVEXIS PLC

                         ('Provexis' or the 'Company')

                         PLACING OF NEW ORDINARY SHARES

                                      AND

                    NOTICE OF EXTRAORDINARY GENERAL MEETING

Provexis plc, the nutraceutical company that develops scientifically-proven
functional and medical foods, announces it proposes to raise approximately
£2.15m (before expenses) by way of a conditional placing at a price of 1.5p, to
provide working capital for the development of its patented Fruitflow(R)
heart-health technology, as well as advancing its plantain-based technology for
the treatment of Crohn's Disease.

Key Highlights

  • Fundraising of £2.15m (before expenses) by way of a placing of
    143,316,664 new Ordinary Shares at a price of 1.5p per share. The Placing is
    conditional upon approval at an EGM, to be held on 10 April 2007.

  • £100,000 of temporary funding by way of unsecured loan notes from two
    existing shareholders, ANGLE Technology Limited and Rising Stars Growth Fund
    LLP.

  • Shares conditionally placed by Arbuthnot Securities with existing
    shareholders, institutional shareholders and certain Directors.

  • The Company intends to invest the proceeds in:

      o Development of an advanced format of its Fruitflow(R) heart-health
        technology, in collaboration with its global branded food partner

      o Development of new claim areas for Fruitflow(R), including deep vein
        thrombosis claims

      o Commencement of trials on its plantain-based technology for the
        treatment of Crohn's Disease

      o Potential acquisition of licensing rights for further functional and
        medical food technologies

A circular is expected to be posted to shareholders later today, which will
include a Notice of Extraordinary General Meeting ('EGM') to be held at 11.00
a.m. on 10 April 2007. Subject, inter alia, to the passing of resolutions (the
'Resolutions') to be proposed at the EGM, Admission and dealings in the Placing
Shares are expected to commence on AIM on 12 April 2007.

Dawson Buck, Chairman commented:

'We are actively focused on licensing activities for Fruitflow, including our
current collaboration with our major global branded partner and the assessment
of further opportunities with a major international beverage company.
Development work is also accelerating on our technology for the treatment of
Crohn's Disease. The Directors believe that shareholder value will be maximised
through the discovery, development and licensing of functional and medical food
technologies. I would like to thank our existing shareholders and new investors
for their support.'

ENQUIRIES

Provexis plc
Stephen Moon, CEO                  Tel. [phone]

Arbuthnot Securities
Tom Griffiths/Richard Johnson      Tel. [phone]



                         ('PROVEXIS' OR THE 'COMPANY')

                         PLACING OF NEW ORDINARY SHARES
                                      AND
                    NOTICE OF EXTRAORDINARY GENERAL MEETING


1. Introduction

The Company announces that it proposes to raise approximately £2.15 million
(before expenses) (the 'Placing') by way of a conditional placing of 143,316,664
new Ordinary Shares (the 'Placing Shares') at a price of 1.5p per share
('Placing Price'). Furthermore, the Company has also agreed temporary funding of
£100,000 by way of unsecured loan notes from two existing Shareholders, ANGLE
Technology Limited ('ANGLE') and Rising Stars Growth Fund LP ('Rising Stars').
The net proceeds of the Placing will be used for working capital purposes.

The Placing Shares have been conditionally placed with institutional and other
investors. Subject, inter alia, to the passing of resolutions (the
'Resolutions') to be proposed at an extraordinary general meeting (the 'EGM'),
Admission and dealings in the Placing Shares are expected to commence on AIM on
12 April 2007.

The Placing is conditional, inter alia, upon the Shareholders passing the
Resolutions at the EGM. The Directors have irrevocably undertaken to vote in
favour of the Resolutions in respect of 6,983,000 Ordinary Shares, representing,
in aggregate, approximately 2.8 per cent. of the Company's issued share capital
and certain other Shareholders have conditionally undertaken to vote in favour
of the Resolutions in respect of 120,855,087 Ordinary Shares, representing, in
aggregate, approximately 48.1 per cent. of the Company's issued share capital.
Therefore, the Company has received in aggregate undertakings to vote in favour
of the Resolutions in respect of 127,838,087 Ordinary Shares, representing,
approximately 50.9 per cent. of the Company's issued share capital.


2. Background to and reasons for the Placing

Background

The Company's shares were re-admitted to trading on AIM on 23 June 2005
following a reverse takeover. At the same time the Company raised approximately
£3.8 million before expenses pursuant to a placing of 67,424,000 ordinary shares
at 5.6 pence per share. The proceeds of the placing were used: to develop the
Sirco(R) heart-healthy beverage; to develop the Fruitflow(R) heart-health
technology and seek an international licensing deal; to continue to develop a
medical food for the treatment of Crohn's Disease; and to fund working capital.

Provexis is a medical food and functional food company. Functional foods are
food which are consumed for the maintenance of health and have the potential to
carry health claims to this effect. Medical foods are a separately regulated
category of products in the US and Europe, based on food but used under the
supervision of a physician.

The Company's lead technology, Fruitflow(R), is a patented natural extract from
tomato which has been shown in human trials to reduce the propensity for
aberrant blood clotting, typically associated with cardiovascular disease, which
can lead to heart attack and stroke. The first product to contain this bioactive
is the fruit juice drink Sirco(R). Sirco(R), endorsed by the charity H•E•A•R•T
UK was launched on schedule in a major UK supermarket in January 2006.

Company Development

The Company has successfully expanded Sirco(R) distribution so that it is now
sold in branches of Tesco, Waitrose, Asda and Morrisons supermarkets.
Furthermore, the 250ml pack of Sirco(R) is available in a range of high street
and independent health food stores, including branches of Holland & Barrett and
Julian Graves. For the six months ended 30 September 2006, sales of Sirco(R)
were £430,000.

On 9 March 2006, the Company announced that an independent Expert Panel in the
United States affirmed Fruitflow(R) to be Generally Recognised as Safe ('GRAS'),
paving the way for products containing Fruitflow(R) to be marketed in the United
States and Canada. On 8 February 2007, it was announced that the US Food and
Drug Administration ('FDA') had no questions regarding the conclusion that
Fruitflow(R) is GRAS, clearing the way for products containing Fruitflow(R) to
be marketed in North America.

In addition, two scientific papers, which detail the clinical efficacy of
Fruitflow(R), were published by the American Journal of Clinical Nutrition
('AJCN') on 14 September 2006. The AJCN is internationally recognised as a
leading peer-reviewed journal in the nutrition field. This was a key milestone
for the Company and on 24 July 2006, Provexis announced that it had entered into
an Exclusivity Agreement for a period of 12 months with a leading global branded
food business ('Partner') for the joint development and use of Fruitflow(R).
Under the agreement Provexis and its Partner are to develop a second-generation
concentrated format of the Fruitflow(R) product in order to increase its
applicability across all food, beverage, supplement and medical formats and to
move towards a global licensing agreement. However, on 1 November 2006, it was
announced that discussions for the licensing of Fruitflow(R) would extend into
2007, due to the extension of the technical development timeline.

The Company's scientific team has also made significant progress in identifying
in-vitro evidence of the efficacy of Fruitflow(R) for the possible prevention of
deep vein thrombosis ('DVT') a condition where a blood clot occurs in a deep
vein. The condition has been most readily associated with immobilisation during
long-distance flying, but which can also occur during any long period of
immobilisation. Provexis has applied for a British priority patent for this new
development and certain international patent applications will be applied for in
2007.

In addition to the patents and intellectual property for Fruitflow(R) in the
core area of platelet aggregation and the newly identified area of DVT, the
Company has also identified evidence that Fruitflow(R) may reduce certain types
of blood fats further extending the potential heart-health benefit. The Company
has also applied for an additional patent for this application.

The Company continues to make progress in the development of Fruitflow(R) and is
working in close collaboration with its global branded food Partner on the
development of a new Fruitflow(R) format. During 2007 the Company, in
conjunction with its Partner, expects to be carrying out two product-specific
human trials, in addition to developing a supply chain for the new Fruitflow(R)
format. Subject to successfully achieving these and other specific technical and
commercial milestones, the Company expects to enter into global licensing
discussions with the Partner. Further, the Company is currently in discussion
with the Partner to extend the scope of the current collaboration to include the
potential for developing advanced formats of Fruitflow(R) as part of an ongoing
innovation programme.

The Company is currently working with a major international beverage company to
assess the potential for the launch of a juice drink containing Fruitflow(R) and
in addition is seeking potential partners for a venture to develop and launch a
product for the prevention of DVT. Provexis will also be seeking licence
partners in respect of dietary supplements and medical products in the medium
term.

The Company is committed to the development and exploitation of its interests in
plantain-based technology for the treatment of Crohn's Disease and expects human
trials to commence in 2007. The Company has been developing the dossier required
for a Clinical Trial Authorisation by the Medicines and Healthcare products
Regulatory Agency ('MHRA'), in addition to sourcing manufacturing capability for
the product and gathering stability data on the product.

Outlook and Reasons for the Placing

The Directors believe that the Company's longer-term shareholder value will be
maximised by focusing more fully on the discovery, acquisition, development and
licensing of functional and medical food technologies. The Directors are
therefore actively focusing on licensing activities for Fruitflow(R), as well as
advancing the plantain-based technology, together with seeking further
technologies to add to the Company's portfolio. The Company will continue to
assess all strategic options to underpin the delivery of this strategy.

The planned investment in the Company's technologies in addition to the extended
timeline for the development of the advanced format of Fruitflow(R) has resulted
in a requirement for further working capital. The Directors believe it is
realistic to expect significant licensing revenues in the forthcoming fiscal
year, subject to attaining the technical and commercial milestones. The
investment in the new Fruitflow(R) format, the development of the DVT technology
and associated health claims, the commencement of plantain-technology trials and
the potential acquisition of licencing rights to new functional or medical food
technologies requires further funds and the Company therefore intends to use the
net proceeds of the Placing to provide working capital to deliver these
objectives.


3. Details of the Placing

The Company proposes to raise approximately £2.15 million (before expenses)
through the issue of the Placing Shares at the Placing Price. The Placing Price
represents a dis2count of approximately 52 per cent. to the closing mid-market
price of 2.875 pence per Existing Ordinary Share on 15 March 2007, being the
last dealing day prior to the announcement of the Placing. The Placing Shares
will represent approximately 36.3 per cent. of the Company's Enlarged Ordinary
Share Capital.

Pursuant to the terms of the Placing Agreement, Arbuthnot, as agent for the
Company, has agreed conditionally to use reasonable endeavours to procure
subscribers for the Placing Shares at the Placing Price. The Placing Agreement
is conditional upon, inter alia, the Resolutions being duly passed at the EGM
and Admission becoming effective on or before 8.00 a.m. on 12 April 2007 (or
such later time and/or date as the Company and Arbuthnot may agree, but in any
event no later than 3.00 p.m. on 14 May 2007). The Placing Agreement contains
provisions entitling Arbuthnot to terminate the Placing Agreement at any time
prior to Admission in certain circumstances. If this right is exercised, the
Placing will not proceed. The Placing has not been underwritten by Arbuthnot.

Application has been made to the London Stock Exchange for the Placing Shares to
be admitted to trading on AIM. It is expected that Admission will become
effective and that dealings in the Placing Shares on AIM will commence on 12
April 2007.

The Placing Shares will rank pari passu in all respects with the Ordinary Shares
currently in issue, including the right to receive all dividends and other
distributions declared following Admission. It is expected that CREST accounts
will be credited on the day of Admission and that share certificates (where
applicable) will be despatched by 19 April 2007.

As part of the Placing, certain Directors have agreed to subscribe for 4,983,332
Placing Shares in aggregate at the Placing Price. This represents approximately
3.5 per cent. of the Placing Shares. Under the Placing, Neville Bain has
subscribed for 1,650,000 Placing Shares and Dawson Buck has subscribed for
3,333,332 Placing Shares, all at the Placing Price. On completion of the
Placing, Neville Bain will hold 2,097,000 Ordinary Shares, representing
approximately 0.5 per cent. of the Enlarged Ordinary Share Capital and Dawson
Buck will hold 3,869,332 Ordinary Shares, representing approximately 1.0 per
cent. of the Enlarged Ordinary Share Capital.


4. Details of the Loan Notes

In order to provide the Company with short term loan funding, two of the
Company's major shareholders, ANGLE and Rising Stars, have provided the Company
with a £100,000 loan in return for the issue by the Company of loan notes (the
'Loan Notes') to each of ANGLE and Rising Stars. As at the date of this
announcement, ANGLE and Progeny in aggregate hold 61,895,643 Ordinary Shares,
representing approximately 24.66 per cent. of the Company's existing issued
capital and Rising Stars holds 58,959,444 Ordinary Shares, representing
approximately 23.49 per cent. of the Company's current issued share capital.

The Loan Notes are unsecured and are transferable by the relevant holders of the
Loan Notes. The Loan Notes are repayable by the Company on 31 March 2009, but
holders of the Loan Notes are entitled to the immediate repayment of the
principal sum of the Loan Notes (in whole or in part) at any time earlier than
31 March 2009 on 15 days' notice in writing to the Company.

The Company may repay the principal sum (in whole or in part) at any time
earlier than 31 March 2009 on 15 days' notice to the relevant holders of the
Loan Notes. The principal sum of Loan Notes outstanding will become immediately
repayable in the case of certain events of default. The Company shall be obliged
to pay interest on the principal sum outstanding in respect of each interest
period (being periods of one month's duration from the date of the Loan Note) at
20 per cent. per annum.

Subject to a repayment notice having been issued to the Company in accordance
with the terms of the Loan Notes requesting payment on or shortly before the
date of Admission each of ANGLE and Rising Stars shall be entitled to apply any
repayment proceeds owed to each of them by the Company under the Loan Notes to
the subscription of the appropriate proportion of Placing Shares and the Company
shall be obliged to issue the appropriate proportion of Placing Shares to each
of them in consideration for the settlement of such amounts.

Following the passing of the Resolutions at the EGM, each of ANGLE and Rising
Stars will have the right (but not the obligation) to appoint a representative
non-executive director to the Board of the Company for so long as each on its
own or in the case of ANGLE together with any of its group undertakings holds 10
per cent. or more of the issued share capital of the Company. A special
resolution to change the Articles to effect this will be proposed at the EGM.

Pursuant to the AIM Rules, the issue of the Loan Notes constitutes a related
party transaction, as each of ANGLE and Rising Stars holds more than 10 per cent
of the Company's issued share capital. The Directors consider, having consulted
with Arbuthnot, that the terms, and the proposed issue, of the Loan Notes to
ANGLE and Rising Stars are fair and reasonable insofar as Shareholders are
concerned.

The Company has agreed to pay to ANGLE plc the amount of £15,000 and to Rising
Stars the amount of £15,000 as an inducement fee for the advancement of the
£100,000 loan. This inducement fee is required to be paid by the Company within
10 days of the receipt in cleared funds of the proceeds of the Placing, or
within 45 days of the loan being advanced, whichever is the earlier.


5. Concert Party

At the time of the re-admission of the Company's shares to trading on AIM on 23
June 2005 referred to above, the Takeover Panel ruled that the existing
shareholders in Provexis Limited constituted a concert party. The aggregate
shareholdings of the Concert Party are 149,388,505 Ordinary Shares, representing
approximately 59.51 per cent of the Existing Ordinary Shares. Upon Admission,
the Concert Party's aggregate shareholding will amount to 184,388,505 Ordinary
Shares, representing approximately 46.76 per cent. of the Enlarged Ordinary
Share Capital. For as long as the Concert Party continues to be acting in
concert, any further increases in its aggregate interest will be subject to the
provisions of Rule 9 of the Takeover Code.


6. Extraordinary General Meeting

The EGM will be held on 10 April 2007 at the offices of Arbuthnot at Arbuthnot
House, 20 Ropemaker Street, London EC2Y 9AR at 11.00 a.m. at which the
Resolutions will be proposed, inter alia, to permit the issue of the Placing
Shares and to change the Articles.

END



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