THIS ANNOUNCEMENT  AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS).

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN OVOCA BIO PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF OVOCA BIO PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC LAW IN THE UNITED KINGDOM OF GREAT BRITAIN AND NORTHERN IRELAND ("UK") PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

31 December 2025

Ovoca Bio plc (to be renamed Talisman Metals plc on Admission)

("Ovoca", "Talisman" or the "Company")

Proposed acquisition of up to 100 per cent. of Tadeen International Limited

Change of name to Talisman Metals plc

Fundraising, Share Capital Reorganisation

Admission of the Enlarged Group to trading on AIM

Notice of Extraordinary General Meeting

and

Publication of Admission Document

Ovoca Bio plc (to be renamed Talisman Metals plc on Admission) is pleased to announce that, further to the announcement of 7 May 2025, it has now entered into a Share Purchase Agreement to acquire up to 100 per cent of the share capital of Tadeen International Limited in consideration for the allotment for Consideration Shares to the Sellers.

At the same time as the acquisition announcement, Ovoca announced that it had sold its wholly-owned subsidiary Silver Star, which owned 100% of IVIX LLC, thereby, given the Board's recent decision to allow the Orenetide and related patents to lapse, completely exiting the biopharmaceutical business, which had been its core business. The Company therefore, in ceasing any of its former biopharmaceutical development activities and retaining no biopharmaceutical intellectual property, became an AIM Rule 15 cash shell on that date.

The Proposed Acquisition constitutes a reverse takeover under the AIM Rules for Companies (the "AIM Rules") as, inter alia, the Proposed Acquisition will fundamentally change the Company into an operating mining exploration business and therefore, in accordance with Rule 14 of the AIM Rules, application will be made for the enlarged share capital to be readmitted to AIM.

Tadeen is a UK company focused, through its wholly-owned subsidiary Horizons Mines SARL (who owns the permits), on the development of a portfolio of mineral exploration licences, with a primary focus on copper mineralisation, within Morocco. Tadeen was incorporated in 2021 and since that time has sought to develop and subsequently commercialise mineral exploration and exploitation properties with strong geological potential in the promising jurisdiction of Morocco. The Company will only focus its work on 10 of the exploration permits, five comprising the Tizert Project and five making up the Argana Project, with a total combined area of 129.8km2 (together the "Exploration Permits" for the purposes of the Admission Document).

The nature of the Company's business will be transformed by the Transaction and, in order to reflect its new activities, it is proposed to change the Company's name to Talisman Metals plc, subject to the approval of the Shareholders and Irish Companies Registration Office ("CRO").

In connection with the Proposed Acquisition the Company will be issuing Consideration Shares, Novation Shares, Tadeen Creditor Shares and Fundraising Shares. Additionally, the Company is proposing a 3:1 consolidation whereby every 3 Existing Ordinary Shares will be exchanged for 1 New Ordinary Share, resulting in a nominal value of New Ordinary Shares of €0.02 each subsequent to the Share Consolidation.

At the same time, the Company has completed the Fundraising to raise a gross amount of £1,155,000 at a price of 7.7 pence per New Ordinary Share to fund, along with its existing cash resources, the work programme on the Core Exploration Permits, provide general working capital and fund the costs of Admission.

In the opinion of the Existing Directors, the acquisition of Tadeen is an attractive opportunity for the Company. The development of promising mineral properties, focused on Copper, a commodity that enjoys strong future growth fundamentals, in a country that is well endowed geologically and has a strong, and investor-friendly legal framework for mineral development activities. Provides an attractive opportunity that the Existing Directors believe, has the potential to generate significant shareholder value.

Upon completion of the Proposed Transaction, the Company will trade under the new name of "Talisman Metals plc" and its new TIDM will be "TLM".

Beaumont Cornish Limited ("Beaumont Cornish") is the Nominated Adviser and CMC Markets UK plc is acting as Broker to the Company.

The Admission Document is being posted to Shareholder and will shortly be available on the Company's website at https://ovocabio.com. Trading in the Company's Ordinary Shares on AIM remains suspended pending approval by Shareholders at the EGM for the Transaction.

Ovoca Bio has published an Admission Document in order to seek shareholder approval for the Proposed Acquisition and associated resolutions. Extracts from the Admission Document including a Timetable and Placing Statistics are included as an Appendix to this announcement. At the same time the Company has published a Notice of EGM to be held at The Mespil Hotel, 50-60 Mespil Road, Dublin 4, D04 E7N2, Ireland on 27 January 2026 at 11.00 a.m. (or, if later, as soon as practicable after the Extraordinary General Meeting shall have been concluded or adjourned), notice of which is set out at the end of the Admission Document.

Timothy McCutcheon, CEO of Ovoca Bio, said:

"I want to congratulate the entire team of employees, counterparties, consultants and advisors on getting this transaction through the process of readmission to AIM. Morocco is a great place to work for natural resources, copper is a great focus point given that metal is presently trading at all-time highs, and exploration work has never been more needed for a growing world that is far behind in identifying new sources of raw materials to support future plans. We move onward to the EGM, and as the largest single shareholder of Ovoca, I am confident the transaction will close smoothly and we can immediately shift to working in the field to add shareholder value via geological work."

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Admission Document. Shareholders are strongly encouraged to read the Admission Document in full as part of their voting consideration at the General Meeting.

For the purposes of UK MAR, the person responsible for arranging release of this Announcement on behalf of the Company is Timothy McCutcheon, CEO.

Enquiries:

Beaumont Cornish, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as Nomad in connection with the Admission and is not acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of Beaumont Cornish or for advising any other person in respect of the Admission or any transaction, matter or arrangement referred to in this document. The responsibility of Beaumont Cornish, as the Nomad, under the AIM Rules for Nominated Advisers is owed solely to the London Stock Exchange and is not owed to the Company or the Directors or any other person.

CMC Markets UK plc ("CMC"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company as its Broker in connection with the Proposed Placing and Admission and is not acting for any other person (including a recipient of this document) or otherwise be responsible to any person for providing the protections afforded to clients of CMC} or for advising any other person in respect of the Proposed Placing and Admission or any transaction, matter or arrangement referred to in this document.

No representation or warranty, express or implied, is made by Beaumont Cornish, CMC or any of their respective Representatives as to the contents of this document (without limiting the statutory rights of any person to whom this document is issued). No liability whatsoever is accepted by Beaumont Cornish, CMC  or any of respective Representatives for the accuracy of any information or opinions contained in this document or for the omission of any material information for which it is not responsible. The information contained in this document is not intended to inform or be relied upon by any subsequent purchasers of Ordinary Shares (whether on or off exchange) and accordingly, to the extent permitted by law, no duty of care is accepted by the Company, Beaumont Cornish or CMC} in relation to any of them.

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements relate to, inter alia, analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and the Enlarged Group's future prospects, developments and business strategies.

These forward-looking statements can be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will" or the negative of those variations, or comparable expressions, including references to assumptions. These forward-looking statements are primarily contained in Part I - Letter from the CEO of the Admission Document but may also appear elsewhere throughout it.

The forward-looking statements in the Admission Document, including statements concerning projections of the Enlarged Group's future results, operations, profits and earnings, are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those forward-looking statements.

Certain risks to and uncertainties for the Enlarged Group are specifically described in the risk factors set out in Part 2 - Risk Factors of the Admission Document. If one or more of these risks or uncertainties materialises, or if underlying assumptions prove incorrect, the Enlarged Group's actual results may vary materially from those expected, estimated or projected. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.

Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this document are based on certain factors and assumptions, including the Directors' current views with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Enlarged Group's operations, results of operations, growth strategy and liquidity. Whilst the Directors consider these assumptions to be reasonable based upon information currently available to them, they may prove to be incorrect. Accordingly, prospective investors are cautioned not to place undue reliance on any forward-looking statements and should specifically consider the risk factors set out in Part II - Risk Factors of the Admission Document that could cause actual results to differ before making an investment decision.

Neither the Directors nor the Company undertake any obligation to update forward-looking statements or risk factors other than as required by the AIM Rules, UK MAR or by the rules of any other securities regulatory authority whether as a result of new information, future events or otherwise.

Appendix 1

Background and history

In 2023 Tadeen acquired 100% of the issued share capital of Horizons, a Moroccan legal entity that owns the thirteen (13) Exploration Permits, including the 10 Core Exploration Permits, and one (1) non-core mining licence.

The Projects are within central Morocco, between 80km and 200km south of Marrakech (Figure 1-1), located within the Anti-Atlas and High-Atlas Mountain ranges. Topography is rugged and hilly, but the Projects are easily accessed except for the Argana project which occupies an area of steep mountain slopes. The Tizert Project includes three target areas, Tizert North, Fougnar and Tizert South. These are between 8 and 30km from the large Tizert Copper-Silver Project being developed by the Managem SA Group (Managem) the Moroccan listed Mining Group for which the Government owns a majority stake.

The Exploration permits

The Company will only focus its work on the Core Exploration Permits, five comprising the Tizert Project and five making up the Argana Project, with a total combined area of 129.8km2. The CPR only describes these two Projects; given no exploration expenditure will be spent on the other permits and Mining Licence, which are considered non-core. For the avoidance of doubt Fam Al Hisn -Taghjijt/Tastifft Project, El Gloa Project and Msissi Mining Licence are all considered non-core ("non- core permits").

The CPR includes details of the Core Exploration Permits. The first renewal period for all Argana Project Exploration Permits, and the three Exploration Permits within the Tizert Project (namely Tizert North and Tizert South as seen below) expired during September 2025 and were successfully renewed with validity for 4 years ending 5th September 2029, after which they must be converted to a full mining licence or relinquished.

Tizert Project

At the Fougnar and Tizert South permits, the Precambrian-to-Cambrian-aged Adoudou Formation is exposed, unconformably overlying the Precambrian basement. The lower part of the Adoudou Formation is named the 'Basal Series' and is the host to the mineralisation on the Tizert Project and at Managem's important Tizert Deposit (the 'Tizert Deposit'). On Fougnar and Tizert South permits mineralisation is in the form of malachite within greenish siltstones as scattered minor occurrences within two or possibly three stratigraphic levels within the Basal Series which typically has a dip of 15° to 20° to the to the west and SSE respectively.

The target type is Cu-Ag deposits of the Sediment- Hosted-Stratiform Copper (SHSC) type which are the world's second most important in terms of copper production4, typically comprising extensive layers with copper sulphide mineralisation that can reach tens of metres in thickness. The nearby Tizert Deposit owned by Managem is of this type. The southernmost of the Tizert North permits is approximately 8km NE from the northern limit the Tizert Deposit and potentially 'on trend' but the depth to the target Basal Series is over 300m. The Tizert Projects, particularly Fougnar will be the focus of the Issuer's immediate strategy and work programme expenditure.

Argana Project

The Argana Project is in younger rocks of the Triassic aged red-bed formations which were deposited in a late Permian to Triassic rift basins. Copper and lesser Ag and uranium (U) mineralisation is found in the area hosted by 30°-40° (mostly) northward dipping peneconcordant lenses within the middle units of the Triassic red-beds. Lenses are 10-40m in lateral extent, up to 2.5m thick and with unknown down-dip extent, well exposed on the adjacent properties, one of which is within in an excluded block within one of the permits. There are some small-scale mining activities exploiting the lenses on the adjacent properties. The mineralisation type is of the Red-bed copper which is a smaller subtype of the Sediment Hosted Copper type. Sporadic uranium mineralisation is observed at surface but the potential for more significant mineralisation of the sandstone-hosted type should be considered, as the geological setting is favourable, i.e. extensive intra-cratonic rift-controlled continental fluvial to marginal marine sediments, within an area with volcanic and other potential uranium-bearing source rocks.

Exploration work

Horizons ("HM") has not completed any exploration on the Projects, the small amount of documented work was by previous explorers, mostly by the current holding company HM. There has been no drilling except for three holes completed during July 2025, one on each of the three permits forming the Tizert North and Tizert South permits. Analyses were carried out at laboratories in Morocco, mostly at the geochemical laboratory of the Office National des Hydrocarbures et des Mines (ONHYM) in Rabat or at Mining Development Analysis (ADM) laboratory in Marrakech.

Tizert Project

On the Tizert Projects HM has carried out geological mapping, rock and channel sampling, at the Fougnar and Tizert South permits; achieving grades mostly between 0.5 and 1.44 % Cu over intervals with length 0.5m to 1.3m from the channel samples, from mineralisation in the 'Basal Series' which is the host to most of the copper at Managem's Tizert deposit. A single drill-hole on the Tizert South permit was completed in July 2025 and intersected a minor copper bearing interval of 2m with an average of 0.27% Cu (and Ag <1.5g/t) from a depth of 99m, probably the down-dip extension of minor secondary copper minerals observed at surface. Results of the Quality Control-Quality Assurance (QA-QC) samples suggest that the aforementioned grade of this interval may have been slightly understated and may be approximately 0.3% Cu. No drilling has been carried out on the Fougnar permit even though it is the most promising of the permits comprising the Tizert Project. Two holes were drilled at the Tizert North permits were completed but need to be deepened to reach the target depth.

Argana Project

At the Argana Project, HM carried out rock chip and channel sampling on the permits comprising the Project and on adjacent ground, and enclosed excluded zones (small Exploitation Licenses by other companies within HM's Exploration Permits). HM confirmed that high grade Cu mineralisation (up to 4.75% Cu) with up to 50g/t Ag is present, hosted in lenses found within the enclosed excluded zones (not part of the Project), of the 'Red-bed' Sediment-Hosted copper type. On the permit areas held by HM, some lower grade copper mineralisation has been sampled, the best being a channel sample with 0.88% Cu over 1.0m (true thickness). A surface electrical survey was completed during June 2025 aimed at identifying chargeability anomalies that may or may not indicate sulphide mineralisation; some anomalies were observed but these may be due to clay layers or groundwater. There has been no drilling at the Argana Project to date.

Details of the Fundraising

The Company has conditionally raised £1,155,000 (before expenses) through the Fundraise.

Placing

The Company is proposing to issue 4,545,454 New Ordinary Shares at the Placing Price to the Placees to raise £350,000 (before expenses). The Company, the Directors, Beaumont Cornish and CMC have entered into the Placing Agreement relating to the Placing pursuant to which, subject to certain conditions, CMC has conditionally agreed to use its reasonable endeavours to procure Placees for the Placing Shares.

The Placing Agreement is conditional, amongst other things, upon Admission having become effective by no later than 8.00 a.m. on 28 January 2026 or such later time and date as the Company, Beaumont Cornish and CMC may agree (being not later than 8.00 a.m. on 31 January 2026). Further details of the Placing Agreement are set out in paragraph 13 (h) of Part 8 (Additional Information, Material Contracts) of the Document.

Subscription

The Company is proposing to issue 10,454,546 Subscription Shares at the Issue Price to the Subscribers to raise £805,000 (before expenses). Each of the Subscribers has entered into a Subscription Agreement with the Company pursuant to which, subject to certain conditions, they will subscribe for the Subscription Shares.

Each Subscription Agreement is conditional, amongst other things, upon Admission having become effective by no later than 8.00 a.m. on 28 January 2026 or such later time and date as the Company, Beaumont Cornish and CMC may agree (being not later than 8.00 a.m. on 31 January 2026).

Further details of the Subscription Agreements are set out in paragraph 13(e) of Part 8 (Additional Information, Material Contracts) of the Document.

The Placing Shares and Subscription Shares will represent approximately 23.4 per cent. of the Enlarged Share Capital.

Use of Proceeds

The Company has conditionally raised Gross Proceeds of £1.155m through the Fundraising, comprising Placing Proceeds of £350,000 and Subscription Proceeds of £805,000. On Admission, the Gross Proceeds will be aggregated with the Enlarged Group's existing cash resources of approximately £1.155m resulting in total cash resources available to the Enlarged Group of approximately £2.255m. The total cash on Admission is expected to be used to as follows:

-   To settle outstanding Admission expenses of approximately £310,000;

-   To fund the Phase 1 Exploration Program amounting to £322,000;

-   To fund approximately 75% of Phase 2 Exploration Expenditure of approximately £400,000; and

-   General Working Capital purposes of approximately £1,200,000.

Shareholder approval

Ovoca Bio has published an Admission Document in order to seek shareholder approval for the Proposed Acquisition and associated resolutions.

Extraordinary General Meeting and Resolutions

Set out at the end of this Document is the Notice convening the Extraordinary General Meeting to be held at Buswells Hotel, 23-27 Molesworth Street, Dublin 2, Ireland on 27 January 2026 at 11.00 a.m. (or, if later, as soon as practicable after the Annual General Meeting shall have been concluded or adjourned). The full terms of the Resolutions are set out in the Notice and are summarised below:

•    Resolution 1, which will be proposed as an ordinary resolution, is to approve the Acquisition for the purposes of Rule 14 of the AIM Rules, subject to the passing of Resolutions 1 above and 3 and 4 below;

•    Resolution 2, which will be proposed as an ordinary resolution, is to approve the consolidation of the Company's Existing Ordinary Shares into Ordinary Shares of €0.375 each on the basis of one new ordinary share of €0.375 each for every 3 Existing Ordinary Shares of €0.125 each;

•    Resolution 3, which will be proposed as an ordinary resolution, is to approve, subject to the passing of Resolution 2 above, with effect from 23.59 hours on the date of passing of this resolution, all of the ordinary shares of €0.375 each in the capital of the Company, whether issued or unissued, be subdivided into one New Ordinary Share of €0.02 each and three Deferred Shares of €0.355 each (the "Deferred Shares");

•    Resolution 4, which will be proposed as an ordinary resolution, is to approve, subject to the passing of resolution 2 and 4 above, the increase in the authorised share capital to €17,500,000;

•    Resolution 5, which will be proposed as a special resolution, is to approve, subject to the passing of resolution 1 above, the change of the main objects clause of the Company, which will remove all references to all biotech projects;

•    Resolution 6, which will be proposed as a special resolution, is to approve, subject to the passing of resolution 2, 3 and 4 above, proposed changes to the Memorandum of Association to reflect the changes to the share capital as set out above;

•    Resolution 7, which will be proposed as a special resolution, is to approve, subject to the passing of resolutions 2,3 and 4 above, the adoption of new  Articles, including  setting out the new share capital of the Company and the rights attaching to the of the Deferred Shares;

•    Resolution 8, which will be proposed as a special resolution, is to approve, subject to the passing of resolution 1 above, and the approval of the Registrar of Companies, the change of the name of the Company to Talisman Metals plc; and