Placing of Unsecured Convertible Loan Notes

THIS ANNOUNCEMENT  AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN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). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

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 BELLUSCURA 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 BELLUSCURA PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF THE MARKET ABUSE REGULATION (EU) NO.596/2014, WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("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, ANY PERSONS WHO 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.

Belluscura plc

("Belluscura" or the "Company" or "Group")

Conditional placing of £2.72 million

Belluscura 10% Unsecured Convertible Loan Notes 2026

Conditional equity placing of £0.60 million

Related Party Transactions

Belluscura raises approximately £3.32 million ($4.02 million) to drive manufacturing and sales and operations infrastructure to support transformational growth opportunity

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $4.02 million (approximately £3.32 million) through (i) the conditional issue of approximately £2.72 million (approximately $3.29 million) of 10% Unsecured Convertible Loan Notes 2026 (the "Placing Loan Notes") and (ii) the conditional issue of approximately £0.60 million new ordinary shares of 1 penny each ("Ordinary Shares") at the Issue Price of 32 pence ("Placing Shares"). The placing of the Placing Loan Notes ("Loan Note Placing") and the placing of the Placing Shares ("Share Placing") are together defined as the "Fundraising".

Dowgate Capital Limited ("Dowgate") is acting as sole placing agent, bookrunner and broker in connection with the Fundraising and SPARK Advisory Partners Limited ("SPARK") is acting as the Company's nominated adviser.

In addition to the Fundraising the Company has also today announced details of a possible all share offer for the entire issued share capital of TMT Acquisition plc ("TMT Acquisition"). TMT Acquisition is listed on the Main Market of the London Stock Exchange.  It has no trading activities but does have unencumbered cash and near cash of approximately £4.7 million on its balance sheet.

Background to the Fundraising

The Company announced on 26 September 2023 that it had received approval from the Hong Kong Department of Health - Medical Devise Division to distribute the X-PLOR^® portable oxygen concentrator.  The Company also announced that it had received its first purchase order in Hong Kong from a Hong Kong distributor. Previously, on 16 August 2023 the Company announced that it had received 6,500 preliminary purchase orders for its DISCOV-R™ portable oxygen concentrator, the world's first ambulatory 2-litre continuous flow and 8 level pulse concentrator. The Company has now received interest exceeding 10,000 units with a potential sales value of over $30 million.

On 30 August 2023, the Company also announced that it had signed an exclusive license, marketing and distribution agreement (the "Agreement") with its manufacturing partner, InnoMax Medical Technology Ltd ("InnoMax"). The Agreement is on an exclusive basis for a minimum of five years, though if minimum sales quantities are not achieved, Belluscura and InnoMax can mutually agree to grant InnoMax a non-exclusive license for the remainder of the term. In achieving the minimum sales quantities set out in the Agreement the minimum cumulative royalties over the term of the Agreement will be $55 million, or not less than $27.5 million if the license is converted to non-exclusive from year six.

In order for the Company to deliver on the opportunities presented by these developments, the Board is seeking to raise around $4.0 million through the Placing Loan Notes and Placing Shares The net proceeds of these transactions, together with release of over $6.0 million of cash within TMT Acquisition, will provide the enlarged group with additional working capital to help meet the planned growth through to Belluscura becoming cash flow positive, which the board of Belluscura expect to be by the end of the second quarter of next year. Following completion, the Belluscura board will remain in place and the directors of the TMT Acquisition board will step down from their roles.

The proceeds of the Fundraising will be deployed to support the Group's plans to scale up its manufacturing and distribution and for sales and marketing. Following the signing of new distribution agreements, the strong reception, interest in and orders for DISCOV-R™, the continuing progression of X-PLOR^® and the signing of the significant licensing agreement with InnoMax, these funds will enable the Company to deliver on the substantial demand for its products and the opportunities in its market, setting a strong foundation for further progress in the current year and beyond.

Placing Loan Notes

Dowgate has placed £2,722,500 ($3,294,223) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders ("Shareholders").

Loan Note Placing Agreement

Pursuant to the loan note placing agreement between the Company, SPARK and Dowgate dated 3 October 2023 (the "Loan Note Placing Agreement"), Dowgate has conditionally agreed to use its reasonable endeavours to place £2,722,500 ($3,294,223) of the Placing Loan Notes.

The Loan Note Placing is conditional, inter alia, upon:

a)   the Loan Note Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms;

b)   the Share Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and

c)   admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 9 October 2023 (or such later time and/or date as the Company and may agree (being no later than 8.00 a.m. on 17 October 2023)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above, the Fundraising will not proceed.

The Loan Note Placing, assuming all interest on the Placing Loan Notes is capitalised, will result in the issue upon conversion of the Placing Loan Notes of up to 8,979,772 Belluscura new ordinary shares, representing approximately 5.2% of the enlarged issued share capital of the Company.

The Fundraising is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.

Terms of the Placing Loan Notes

The key terms of the Placing Loan Notes are:

Instrument                   10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 3 October 2023 (the "Instrument").  The Placing Loan Notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market.

Issue Price                  Placing Loan Notes of £1.00 issued at par.

Conversion                  Convertible into ordinary shares at a conversion price of 40 pence per share.  Conversion at the holder's election on the final business day of each quarter, commencing on 31 December 2023 and otherwise automatically at 3 years from the date of the Instrument (the "Maturity Date").

Conversion Premium   Placing Loan Notes will confer a conversion premium to be paid on the Maturity Date via the issue of ordinary shares in the Company which will be an amount equal to 75% of the annual coupon paid on the Placing Loan Notes.

Repayment                  On the Maturity Date, unless otherwise converted.

Term                           From the date of issuance Up to the Maturity Date.  Placing Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.

Coupon                       10% per annum, paid annually.  The coupon to be paid in cash or capitalised at the Company's discretion.

Minimum size              £1,000.

Placing Shares

1,862,500 Placing Shares will be conditionally placed pursuant to the Share Placing at the Issue Price to raise £596,000 (before expenses) ($727,120) for the Company.

The Share Placing is conditional, inter alia, upon:

a)   the Shares Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

b)   the Loan Note Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms; and

c)   admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 9 October 2023 (or such later time and/or date as the Company and may agree (being no later than 8.00 a.m. on 17 October 2023)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above, the Fundraising will not proceed.

The Issue Price for the Placing Shares represents a small premium of 4.9 per cent. to the closing price per Ordinary Share of 30.5 pence at close of business on the 2 October 2023, the latest practicable date to the issue of this announcement.

No aspect of the Fundraising is being underwritten by Dowgate or any other person.

The Share Placing will, if completed, result in the issue of 1,862,500 New Ordinary Shares representing approximately [1.35] per cent. of the Enlarged Issued Share Capital. The Placing Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares.

Shares Placing Agreement

The Company, SPARK and Dowgate have entered into the Shares Placing Agreement, pursuant to which Dowgate, as agent for the Company, has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the Issue Price.

The Shares Placing Agreement is conditional, inter alia, upon admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 3 October 2023 (or such later time and/or date as the Company, SPARK and Dowgate may agree (being no later than 8.00 a.m. on 17 October 2023)).

The Shares Placing Agreement contains customary warranties given by the Company in favour of SPARK and Dowgate in relation to, among other things, the accuracy of the information in this document and other matters relating to the Belluscura Group and its business. In addition, the Company has agreed to indemnify SPARK and Dowgate (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the Fundraising.

Dowgate and SPARK have the right to terminate the Shares Placing Agreement in certain circumstances prior to Admission (as the case may be), in particular, in the event of breach of the warranties or a Material Adverse Effect (as defined in the Shares Placing Agreement), and the Shares Placing Agreement will terminate if it does not become unconditional by the required time.

Related Party Transaction - participation in the Loan Note Placing

Nigel Wray, a Substantial Shareholder (as defined in the AIM Rules for Companies), has agreed that he will participate in the Loan Note Placing as set out below.

** excluding any accrued interest on the Loan Notes that may be capitalised at the Company's option

The participation in the Loan Note Placing by Nigel Wray constitutes a related party transaction under the AIM Rules for Companies.

Having consulted with SPARK, the Company's nominated adviser, the Directors consider that the terms of Nigel Wray's participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.

Related Party Transaction - Dowgate's participation in the Shares Placing Agreement and Loan Note Placing Agreement

David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited ("Dowgate Group") and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group.

As set out above, Dowgate is party to the Share Placing Agreement and Loan Note Placing Agreement (together the "Placing Agreements"), under which Dowgate will receive:

-     a fee of £50,000; and

-     a commission amounting to 5% of funds raised pursuant to the Fundraising.

Entering into the Placing Agreements constitute related party transactions under the AIM Rules for Companies.

As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds, Bob Fary and Richard Piper (the "Independent Directors") have considered the terms of this related party transaction for the purposes of AIM Rule 13.

Having consulted with SPARK, the Company's nominated adviser, the Independent Directors consider that the terms of the Placing Agreements are fair and reasonable insofar as shareholders are concerned.

For the purposes of this announcement, a currency exchange rate of £1 = [$1.21] has been used.

For further information please contact:

About Belluscura plc (www.Belluscura.com)

Belluscura is a UK medical device company focused on developing oxygen enrichment technology spanning broad industries and therapies. Our innovative oxygen technologies are designed with a global purpose: to create improved health and economic outcomes for the patients, healthcare providers and insurance organisations.

IMPORTANT NOTICES

THIS ANNOUNCEMENT  AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE "RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING LOAN NOTES OR PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This announcement is not for publication or distribution or release, directly or indirectly, in whole or in part, in or into Restricted Jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Loan Notes or Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Placing Loan Notes or Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

Subject to certain exceptions, the Placing Loan Notes or Placing Shares may not be offered or sold in the Restricted Jurisdictions or to, or for the account or benefit of, any national, resident or citizen of the Restricted Jurisdictions. No public offering of the Placing Loan Notes or Placing Shares is being made in the United States, the United Kingdom or elsewhere.

The distribution of this announcement and the Placing in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dowgate, SPARK or any of their respective affiliates, directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the Placing Loan Notes or Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Loan Notes or Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Dowgate and SPARK to inform themselves about and to observe any restrictions contained in this announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. Persons distributing any part of this announcement must satisfy themselves that it is lawful to do so.

This announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area ("EEA"), persons who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measures in such member states, the "EU Prospectus Regulation") ("Qualified Investors"), (b) if in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are persons who (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order, and (c) are persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person" and together being referred to as "Relevant Persons").

No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Fundraising and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any other jurisdiction.

No other person should act on or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person. This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Fundraising relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements in this announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward-looking statements. Any statements contained in this announcement that are not statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this announcement. Each of the Company, Dowgate and SPARK expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Each of Dowgate and SPARK are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). Each of Dowgate and SPARK is acting exclusively for the Company and for no one else in connection with the Fundraising and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Fundraising or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Fundraising or any other matter referred to in this announcement.

This announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Dowgate or SPARK (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers or any other statement made or purported to be made by or on behalf of Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Placing Loan Notes or Placing Shares or the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed. The information in this announcement is subject to change.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Fundraising. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Loan Notes or Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of shares (including any shares issued as a result of any conversion from the Placing Loan Notes). Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this announcement of the price at which the Company's securities have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Members of the public are not eligible to take part in the Fundraising and no public offering of Placing Loan Notes or Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Each of Dowgate and SPARK and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of Dowgate and SPARK and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Loan Notes or Placing Shares have been subject to a product approval process, which has determined that such Placing Loan Notes or Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of any shares issued as a result of any conversion from the Placing Loan Notes may decline and investors could lose all or part of their investment; neither the Placing Loan Notes nor Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Loan Notes or Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Dowgate will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Loan Notes or Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Loan Notes or Placing Shares and determining appropriate distribution channels.