Proposed Placing, Open Offer and EGM

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR IN ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR A SOLICITATION TO BUY SECURITIES IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND NEW ZEALAND. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, AS AMENDED BY THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2019. IN ADDITION, MARKET SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

FOR IMMEDIATE RELEASE.

26 January 2022

Challenger Energy Group PLC

("Challenger Energy" or the "Company")

Proposed Placing, Open Offer and Extraordinary General Meeting

Challenger Energy (AIM: CEG), the Caribbean and Atlantic margin focused oil and gas company, with exploration, production, appraisal and development assets across the region, announces its intention to undertake a fundraising of up to £6.0 million (the "Fundraising") by way of a £4.0 million firm and conditional placing, including a firm and conditional direct subscription, (the "Placing") of new ordinary shares of 0.02 pence each in the capital of the Company ("Ordinary Shares") to new institutional and other investors (the "Placing Shares") and a £2.0 million open offer of new Ordinary Shares (the "Open Offer Shares") to existing shareholders (the "Open Offer").

The Placing will be conducted by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following publication of this Announcement in accordance with the terms and conditions set out in Appendix II. The Placing Shares are not being made available to the public. It is envisaged that the Bookbuild will close no later than 7.30 a.m. GMT tomorrow, Thursday, 27 January 2022. Details of the number of Placing Shares, the price of the Placing (the "Placing Price") and the approximate proceeds of the Placing will be announced as soon as practicable after the closing of the Bookbuild.

The Company will also undertake an Open Offer to raise up to a further £2.0 million. Under the Open Offer, all existing shareholders will have the ability to subscribe for Open Offer Shares at the Placing Price. 

A timetable of principal events is set out in Appendix I.

Highlights

·    Fundraising to raise gross proceeds of up to £6.0 million, by way of the £4.0 million Placing and up to £2.0 million via the Open Offer;

·    The Open Offer at the Placing Price provides existing shareholders the ability to participate in the future of the Company at the same price as new institutional and other investors participating in the Placing;

·    Net proceeds of the Fundraising will allow completion of the Company's financial restructuring process announced on 13 December 2021 (the "Financial Restructuring") as well as providing funds for a low-risk development work programme in Trinidad and Tobago and Suriname in 2022 and into 2023. The proposed development programme is focused on increasing production and cash flow. In particular, the intended use of the net proceeds of the Fundraising includes:

o making remaining agreed payments that are due during 2022 in order to complete the final elements of the Financial Restructuring, thereby reducing the total balance sheet creditor / liability / exposure position of the Company from approximately US$23 million to approximately US$2.5 million;

o funding a production growth focused work programme in Trinidad and Tobago over the course of 2022 and 2023 that will include low-risk well recompletions and workovers, drilling of new infill production wells and the implementation of enhanced oil recovery (waterflood and CO₂ injection) techniques, with the objective of increasing production from the current level of approximately 400 bopd to more than 1,000 bopd by 2024, and thus driving cash flow growth;

o undertaking an extended well test on the Company's Weg Naar Zee asset in Suriname, with the objective of demonstrating commerciality and subsequently moving that project into the development stage and onto production to deliver additional near-term cash flow generation; and

o providing general working capital, additional capital for incremental work programmes, and, should appropriate opportunities arise, pursuing business development or other inorganic production growth opportunities;

·    The conditional component of the Placing is subject to shareholder approval, which will be sought at an Extraordinary General Meeting of shareholders to be convened on or around 28 February 2022, with a Notice of Extraordinary General Meeting and Open Offer Circular expected to be sent to shareholders by or on 4 February 2022;

·    In support of the Financial Restructuring and recapitalisation of the Company, a number of changes to the Board and management team will take effect, conditional on completion of the Fundraising, including:

o Iain McKendrick will join the Board as Non-Executive Chairman, and William Schrader (current Non-Executive Chairman) and James Smith (current non-executive Deputy Chairman) will step down from the Board. Further, Simon Potter has indicated a desire to step down from the Board within three months of completion of the Fundraising, thus allowing sufficient time for a suitable replacement non-executive Director to be identified and brought on board; and

o Tim Eastmond will be appointed as Chief Financial Officer of the Company and will join the Board as an Executive Director, and Gagan Khurana, the Company's current Commercial Manager, will assume the role of Chief Commercial Officer, while certain members of the Company's current executive (including the Chief Operating Officer and Finance Director) have already ceased, or will shortly cease, employment with the Company.

Further details in relation to the planned changes to the Board and executive management team are provided in Appendix II and will be provided in the Notice of Extraordinary General Meeting and Open Offer Circular.

Commenting on the Fundraising, Eytan Uliel, CEO of Challenger Energy, said:

"In December 2021, the Company advised that it had undertaken a comprehensive balance sheet restructuring process, whereby approximately US$23 million of balance sheet payables, debts and potential liabilities would be reduced to approximately US$2.5 million, principally by way of discounted settlement agreements. As noted at that time, the final step required to place the Company back on a firm financial footing was a recapitalisation, which we will now embark on via the proposed Fundraising. The new funds raised will enable final agreed creditor settlement payments to be made, significantly reducing the Company's financial liabilities. Even more importantly however, the new funds will allow the Company to pursue an identified, production accretive work programme in 2022 and 2023 across the Company's asset portfolio. We also believe that a stabilised business with a restructured balance sheet and increasing cash flows from production will be well placed to consider further production growth opportunities, whether organically generated or via acquisitions.

As part of the overall restructuring process, a number of changes will take effect at Board and management level once the fundraising is completed. In particular, I welcome Tim Eastmond as CFO designate, and I very much look forward to working closely with him and our new Chairman designate, Iain McKendrick. Together with the rest of the Challenger Energy team, we are single-mindedly focused on the task at hand: growing production, growing cash flow, and restoring shareholder value. A Notice of Extraordinary General Meeting and Open Offer Circular is expected to be sent to shareholders within the next week. This will contain further details in relation to the business, the changes we have made to ensure future success, the rationale for the fundraising, and where we hope to take Challenger Energy over the coming years. I encourage shareholders to read this document carefully, and to support the resolutions needed to complete the recapitalisation."

Proposed Placing

The Placing in aggregate will seek to raise £4.0 million, and will take the form of a firm placing and firm direct subscription (the "Firm Placing") of 691,401,490 Placing Shares (the "Firm Placing Shares") and a conditional placing and conditional direct subscription (the "Conditional Placing") of further Placing Shares (the "Conditional Placing Shares"). In the event of excess demand, the Company reserves the right to increase the size of the Conditional Placing at its sole discretion and subject to the requisite conditions being satisfied.

The net proceeds raised from the Placing will be directed by the Company to meeting ongoing funding needs, including in particular (i) the payment of agreed amounts due to identified creditors during 2022 to complete the Company's balance sheet restructuring process as announced on 13 December 2021, (ii) the costs of pursuing a work programme during 2022 and 2023 focused on growing production and cash flows in Trinidad and Tobago, as well as drilling a pilot production well and undertaking an extended well test on the Company's asset in Suriname, and (iii) general working capital requirements. Further details are set out in the Use of Proceeds in Appendix II.

The Firm Placing will be conducted pursuant to the existing share issuance authorities in place, whereby the Company currently has the authority to issue up to 691,401,490 new Ordinary Shares without the need for shareholder approval. The Conditional Placing is conditional on shareholder approval, which will be sought at an Extraordinary General Meeting of shareholders to be convened on or around 28 February 2022.

As part of the Placing, the key executives of the Company, namely Eytan Uliel (Chief Executive Officer), Iain McKendrick (Chairman designate), Tim Eastmond (Chief Financial Officer designate), and Gagan Khurana (Chief Commercial Officer designate) have indicated their intention to participate in the Placing via directly applying for Ordinary Shares in the Placing for an aggregate of £250,000. This intended participation would be equivalent to 6.25% of the Placing and 4.17% of the total Fundraising (assuming the Open Offer were to be taken up in full).

Arden Partners Plc ("Arden") is acting as broker for the Company in respect of the Placing and Gneiss Energy Limited ("Gneiss") is acting as financial adviser and placing agent for the Company in respect of the Placing. The Placing has not been underwritten.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects ‎with the Company's existing Ordinary Shares.

Further details of the Placing are set out in Appendix II, below.

Proposed Open Offer

The Company will also undertake an Open Offer to raise up to a further £2.0 million. Under the Open Offer, all existing shareholders will have the ability to subscribe for new Ordinary Shares (the "Open Offer Shares") at the Placing Price (the "Open Offer Price") pro rata to their holdings of existing shares in the Company.

Given that the Open Offer Price is the same as the Placing Price, the Open Offer will provide existing shareholders the ability to participate in the future of the Company at the same price as new institutional and other investors participating in the Placing. Qualifying Shareholders (as defined in the Open Offer) will also be given the opportunity to apply for excess shares through an Excess Application Facility, provided that they take up their Open Offer entitlement in full.

To the extent all of the shares available for subscription under the Open Offer are not fully taken up, the Company reserves the right to appoint its brokers and advisers, together or individually, to place any Open Offer Shares not taken up by institutional and other investors at the same price as the Open Offer and Placing.

Any proceeds raised from the Open Offer will be added to the Company's cash balance and directed by the Company to funding incremental production-enhancing work across the portfolio, meeting ongoing funding needs and general working capital requirements.

The Open Offer Shares will, when issued, be credited as fully paid and will rank pari passu in all respects ‎with the Company's existing Ordinary Shares.

Proposed Extraordinary General Meeting

As noted, the Conditional Placing is conditional on shareholder approval, which will be sought at an Extraordinary General Meeting of shareholders to be convened on or about 28 February 2022.

The Open Offer also requires an Open Offer Circular to be provided to shareholders, which will be included within the Notice of Extraordinary General Meeting. This will include further details in relation to the Company, its business and operations, and relevant financial information.

The Company expects that the Notice of Extraordinary General Meeting and Open Offer Circular will be posted to shareholders by or on 4 February 2022. The Notice of Extraordinary General Meeting and Open Offer Circular will also be posted on the Company's website at the same time. Shareholders should read the full text of the resolutions contained in the Notice of Extraordinary General Meeting. Copies of the Notice of Extraordinary General Meeting and Open Offer Circular will be available for inspection at the Company's registered office.

The current directors of the Company consider the Placing and Open Offer to be in the best interests of the Company and its shareholders as a whole, and accordingly intend to unanimously recommend shareholders to vote in favour of the resolutions to be proposed at the Extraordinary General Meeting as they intend to do in respect of their beneficial holdings, representing in aggregate approximately 3.9% of the Ordinary Shares currently in issue.

Application will be made for the Placing Shares pertaining to the Firm Placing to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc ("First Admission"). It is ‎expected that First Admission will take place at 8.00 a.m. (London time) on or around 31 January 2022 (or ‎such later date as may be agreed between the Company, Arden and Gneiss). The Firm Placing is conditional ‎upon, inter alia, First Admission becoming effective and the Placing Agreement between the Company and Arden and Gneiss not having been ‎terminated.‎

Subject to shareholder approval at the Extraordinary General Meeting, application will be made for the Placing Shares pertaining to the Conditional Placing and Open Offer to be admitted to trading on AIM ("Second Admission"). It is ‎expected that Second Admission will take place at 8.00 a.m. (London time) on or around 1 March 2022 (or ‎such later date as may be agreed between the Company, Arden and Gneiss). The Conditional Placing is conditional ‎upon, inter alia, shareholder approval, Second Admission becoming effective and the Placing Agreement between the Company and Arden and Gneiss not having been ‎terminated.‎

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This announcement should be read in its entirety. In particular, you should read and understand the ‎information provided in the "Important Notices" section of this announcement.‎

For further information, please contact:

Notes to Editors

Challenger Energy is a Caribbean and Atlantic margin focused oil and gas company, with a range of production, development, appraisal and exploration assets and licences, located onshore in Trinidad and Tobago, and Suriname, and offshore in the waters of The Bahamas and Uruguay. In Trinidad and Tobago, Challenger Energy has five (5) producing fields, two (2) appraisal / development projects and a prospective exploration portfolio in the South West Peninsula. In Suriname, Challenger Energy has on onshore appraisal / development project.

Challenger Energy is quoted on the AIM market of the London Stock Exchange. 

https://www.cegplc.com 

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("MAR").

IMPORTANT NOTICES

Neither the contents of the Company's website nor the contents 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 does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.

In any EEA Member State that has implemented the Prospectus Regulation (EU) 2017/1129 (the ‎‎"Prospectus Regulation"), as amended, and the United Kingdom (together with any implementing ‎measures in any Member State and the United Kingdom) , this announcement is only addressed to and ‎directed at persons in such member states and the United Kingdom who are qualified investors within the ‎meaning of Article 2(e) of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("Qualified Investors"). In addition, in the United ‎Kingdom, this announcement is addressed and directed only at Qualified Investors who (i) are persons ‎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"), (ii) ‎are persons who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) are ‎persons to whom it may otherwise be lawful to communicate it to (all such persons being referred to as ‎‎"Relevant Persons"). Any investment or investment activity to which this announcement relates is ‎available only to Relevant Persons in the United Kingdom and Qualified Investors in any member state of ‎the EEA and will be engaged in only with such persons. Other persons should not rely or act upon this ‎announcement or any of its contents.‎

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties and acknowledgements contained in the appendices.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 ‎of the Financial Services and Markets Act 2000, as amended ("FSMA") by Arden, Gneiss or any other ‎person authorised under FSMA. 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 or ‎otherwise falls within a relevant exemption. No prospectus will be made available in connection with the ‎matters contained in this announcement and no such prospectus is required (in accordance with the ‎Prospectus Regulation) to be published. Persons needing advice should consult an independent ‎financial adviser.

‎This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. This announcement has been issued by and is the sole responsibility of the Company.

Arden Partners Plc ("Arden" or the "Bookrunner"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), is acting solely as brokers and bookrunners ("Bookrunner") exclusively for the Company and no one else in connection with the Placing and Open Offer and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the Placing and Open Offer nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and Open Offer. Apart from the responsibilities and liabilities, if any, which may be imposed on Arden by FSMA or the regulatory regime established thereunder, Arden accept no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this announcement, whether as to the past or the future. Arden accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this announcement or any such statement.

Gneiss Energy Limited ("Gneiss" or the "Placing Agent"), which is an appointed representative of Talbot Capital Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no-one else in connection with the Placing and Open Offer or in relation to the matters described in this document and is not taking responsibility for the commercial assessment of the Placing and Open Offer, which remains the sole responsibility of the Board, and will not be responsible to any person other than the Company for providing the protections afforded to the clients of Gneiss nor for providing advice to any other person in relation to the Placing or any other matter referred to in this document.

Strand Hanson Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser to the Company for the purposes of the AIM Rules for Companies and the AIM Rules for Nominated Advisers in connection with the Placing and Open Offer and is not acting for, and will not be responsible to, any person other than the Company for providing the protections afforded to customers of Strand Hanson Limited or for advising any other person on any transaction or arrangement referred to in this Announcement.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 as amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019 ("MAR"). Upon publication of this announcement, the inside information is now considered to be in the ‎public domain for the purposes of MAR. The person responsible for arranging release of this information ‎on behalf of the Company is the Company Secretary, Benjamin Proffitt.‎

FORWARD LOOKING STATEMENTS

This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Company's business strategy, plans and objectives of management for future operations, or any statements proceeded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, unless required to do so by applicable law or the AIM Rules.

APPENDIX I

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Placing and Open Offer                                                   4:45 p.m. on 26 January 2022

Announcement of results of the Placing                                                          By 7:30 a.m. on 27 January 2022

First Admission and dealings in the Firm Placing Shares expected               8:00 a.m. on 31 January 2022
to commence on AIM

Where applicable, expected date for CREST accounts to be                            As soon as practicable after
credited in respect of Firm Placing Shares in uncertificated form                8:00 a.m. on 31 January 2022

Record Date for entitlement under the Open Offer                                         6:30 p.m. on 2 February 2022

Ex-entitlement date of the Open Offer                                                                 7:00 a.m. on 3 February 2022

Publication and posting of the Open Offer Circular                                                                     4 February 2022
(inclusive of the Notice of Extraordinary General Meeting)
and the Application Form and Proxy Form

Open Offer Entitlements and Excess CREST Open Offer                                   As soon as practicable after
Entitlements credited to stock accounts in CREST of                                         8:00 a.m. on 7 February 2022
Qualifying CREST Shareholders

Share certificates dispatched for Firm Placing Shares in certificated form                   By 7 February 2022

Latest recommended time and date for requested withdrawal               4:30 p.m. on 21 February 2022
of Open Offer Entitlements and Excess CREST Open Offer
Entitlements from CREST

Latest time and date for depositing Open Offer Entitlements and          3:00 p.m. on 22 February 2022
Excess CREST Open Offer Entitlements in CREST

Latest time and date for splitting Application Forms                                      3:00 p.m. on 23 February 2022
(to satisfy bona fide market claims)

Latest time and date for receipt of Application Forms and                        11:00 a.m. on 25 February 2022
payment in full under the Open Offer and settlement of
relevant CREST instructions (as appropriate)

Latest time and date for filing of proxies for the                                            11:00 a.m. on 26 February 2022
Extraordinary General Meeting

Extraordinary General Meeting                                                                            11:00 a.m. on 28 February 2022

Announcement of the result of the Extraordinary General Meeting                                28 February 2022
and Open Offer                                                                                                                                                                         

Second Admission and dealings in the Conditional Placing Shares                    8:00 a.m. on 1 March 2022
and the Open Offer Shares expected to commence on AIM

Where applicable, expected date for CREST accounts to be                            As soon as practicable after
credited in respect of Conditional Placing Shares and                                            8:00 a.m. on 1 March 2022
Open Offer Shares in uncertificated form

Share certificates dispatched for Conditional Placing Shares                                                  By 8 March 2022
and Open Offer Shares in certificated form

Notes:

(1)     All of the above times refer to London time unless otherwise stated. The dates set out in the Expected Timetable of Principal Events above and mentioned throughout this announcement may be adjusted by the Company, in which event details of the new dates will be notified by means of an announcement through a Regulatory Information Service and, where appropriate, to Shareholders.

(2)     Completion of all events in the above timetable following the holding of the Extraordinary General Meeting are conditional upon, inter alia, the passing of the Resolutions at the Extraordinary General Meeting.

(3)     The ability to participate in the Open Offer is subject to certain restrictions relating to Shareholders with registered addresses outside the UK, details of which will be set out in the Open Offer Circular.

(4)     Different deadlines and procedures for return of forms may apply in certain cases.

APPENDIX II

FURTHER DETAILS OF THE PLACING

TERMS AND CONDITIONS

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM AND ARE "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION 2017/1129 (TOGETHER WITH ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE AND THE ‎UNITED KINGDOM‎ THE "PROSPECTUS REGULATION") AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018; AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES 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, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

Persons who have been or who are invited to and who have chosen or choose to participate in the Placing, by making or having made (or on whose behalf there is or has been made) an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood the Announcement, including this Appendix, in its entirety and to have made such offer on the terms and conditions, and to have provided the representations, warranties, acknowledgements, and undertakings contained in this Appendix.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to ‎acquire the number of Placing Shares allocated to it at the Placing Price and, to the fullest extent ‎permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or ‎otherwise withdraw from such commitment.‎

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY, ‎TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF PLACING SHARES. THE ‎PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP ‎AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF ‎SHARES.‎

In particular, each such Placee represents, warrants and acknowledges to the Company and to the Bookrunner and the Placing Agent that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it solely for the purposes of its business;

2. in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area or the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of the Bookrunner and the Placing Agent has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA or the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; and

3. (i) it is not in the United States, and (ii) it is not acting for the account or benefit of a person in the United States, (iii) it has not received any offer, or a solicitation of an offering, to buy the Placing Shares within the United States and (iv) it did not initiate any buy order to purchase Placing Shares whilst in the United States.

The Company, the Bookrunner and the Placing Agent are relying upon the truth and accuracy of the foregoing undertakings, representations, warranties, acknowledgements and agreements.

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such publication or distribution would be unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. The Placing Shares are being offered and sold only outside the United States in accordance with Regulation S.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

In this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

The Bookrunner and the Placing Agent have entered into a Placing Agreement (the "Placing Agreement") with the Company under which the Bookrunner and the Placing Agent have, on the terms and subject to the conditions set out therein, undertaken to use their respective reasonable endeavours to procure subscribers for new ordinary shares of ‎0.02p each‎ in the capital of the Company (the "Placing Shares"). Arden and Gneiss will be conducting an accelerated book building process in respect of the Placing (the ‎‎"Bookbuild")‎.

The number of Placing Shares will be determined following completion of the Bookbuild (as defined below) as set out in this Announcement.

The Placing Shares will, when issued, be subject to the articles of association of the Company,‎ be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.02p each in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Placing Shares will be issued free of any encumbrance, lien, claim, charge, equity and third party ‎right.

The Firm Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a)          the Placing Agreement becoming unconditional in all respects (save for First Admission as defined below) and not having been terminated in accordance with its terms prior to First Admission; and

(b)          First Admission of the Firm Placing Shares becoming effective on or before 8.00 am on 31 January 2022 or such later date as the Company, Arden and Gneiss may agree, being no later than 8.00 am on 11 February 2022.

The Conditional Placing (which is not being underwritten) is conditional, amongst other things, upon:

(a)          the Placing Agreement becoming unconditional in all respects (save for Second Admission as defined below) and not having been terminated in accordance with its terms prior to Second Admission;

(b)          Shareholders passing the resolutions to be set out in a Notice of Extraordinary General Meeting granting the directors authority to allot and issue relevant securities (including the Conditional Placing Shares); and

(c)           Second Admission of the Conditional Placing Shares becoming effective on or before 8.00 am on 1 March 2022 or such later date as the Company, Arden and Gneiss may agree, being no later than 8.00 am on 9 March 2022.

The Placing will raise, in aggregate, £4.0 million (before commissions and expenses) through the placing of the Placing Shares with institutional and other investors. The number of Placing Shares and the Placing Price will be determined after the Bookbuild.

The Firm Placing Shares are being placed pursuant to existing authorities granted to the Directors while the Conditional Placing Shares are being placed conditional, inter alia, on the passing of the relevant resolutions at the Extraordinary General Meeting.

The Placing Shares will rank in full for all dividends with a record date on or after the date of admission to trading on AIM and otherwise equally with the Ordinary Shares in issue from that date.

Admission

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Firm Placing Shares on AIM ("First Admission"). It is expected that settlement of any such shares and First Admission will become effective on or around 31 January 2022 and that dealings in the Firm Placing Shares will commence at that time. In any event, the latest date for First Admission is 11 February 2022 (or such later date as Arden, Gneiss and the ‎Company may agree in writing) (the "First Admission Long Stop Date").‎

Subject to the passing of the relevant resolutions at the Extraordinary General Meeting, application will be made to London Stock Exchange for admission to trading of the Conditional Placing Shares on AIM ("Second Admission"). It is expected that settlement of any such shares and Second Admission will become effective on or around 1 March 2022 and that dealings in the Conditional Placing Shares will commence at that time. In any event, the latest date for Second Admission is 9 March 2022 (or such later date as Arden, Gneiss and the ‎Company may agree in writing) (the "Second Admission Long Stop Date").‎

Bookbuild

The Bookrunner and the Placing Agent will today commence the Bookbuild to determine demand for participation in the Placing by potential Placees, including the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Bookrunner, the Placing Agent and the Company shall be entitled to affect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

2021 Operational Highlights

Total group production in Trinidad and Tobago for 2021 was 142,816 barrels of oil, equating to approximately 391 barrels of oil per day average across the full year. Average realised oil price across 2021 was US$60 per barrel (noting that this reflects the oil price as pertained during 2021 - at current benchmark oil prices in excess of US$80 per barrel, the expected average realised oil prices are considerably higher, at greater than approximately US$70 per barrel). Net operating revenues received by the Company (i.e., after taking into account physical delivery losses, first tranche oil deductions, handling fees and all relevant Government take) was approximately US$4.1 million, representing a net take of approximately 52%.

Field-level operating profit (unaudited) was approximately US$0.8 million, representing an operating profit per barrel of approximately US$6. Net of in-country overhead and administration expenses (inclusive of lease costs), the Trinidad business unit incurred a loss (unaudited) in 2021 of approximately US$0.3 million, although the business unit currently operates on an approximately break-even basis following implementation of certain cost reduction measures in Q4 2021.

The Company has approximately US$100m of accumulated tax losses, held in various of its subsidiaries in Trinidad, which, subject to applicable laws in Trinidad and Tobago, can be used to shelter future production income.

In respect of the Company's South Erin licence, as at end 2021, the Company had reached agreement and executed an extension to the licence arrangement (being a Farmout Agreement) with Heritage Petroleum Company Limited ("Heritage"), the Trinidad state-owed oil and gas company. Under this extension, the Farmout Agreement has been extended for two years until December 2023, during which period the Company must fulfil an agreed work obligation, consisting of the drilling of three wells. One of these wells is required to be undertaken in 2022, and two in 2023. Upon completion of these obligation wells, the Farmout Agreement is extendable for a further period until 30^th September 2031 (i.e., approximately a further eight years), being the coterminous expiry date of Heritage's core licence.

In respect of the Company's Inniss-Trinity licence, the Company and Heritage have engaged in negotiations relating to the grant of a new Enhanced Production Sharing Contract ("EPSC") sub-licence for a period coterminous with the remainder of the term of Heritage's core licence, i.e., nine years and nine months to 30^th September 2031. To allow time to conclude the final terms remaining to be settled and preparation of EPSC documentation, Heritage has granted a three-month interim extension of the existing IPSC to 31^st March 2022 - similar to the interim extension process that pertained in relation to the Company's Goudron field prior to the execution of the Goudron EPSC in November 2020.

In relation to HSE&S, operations in 2021 took place without the occurrence of any Lost Time Incidents. The Company was awarded Safe to Work certification in Trinidad for two years, effective 5 August 2021. This is the maximum period for which a company can be accredited. Throughout 2021, Trinidad operations and activities continued relatively uninterrupted despite the ongoing COVID-19 pandemic. This was inclusive of conducting both drilling operations and routine activities during a limited State of Emergency and the implementation of nationwide curfews.

2022 Outlook

The Company's intended Trinidad & Tobago work programme during 2022 and 2023, taking into account existing and anticipated work commitments, as well as desired discretionary work programmes focused on achieving material growth in production and cash flow (and assuming capital availability), is summarised as follows:

Goudron

The Company owns 100 per cent of the rights to the Goudron field by way of an EPSC with Heritage. The EPSC was renewed in 2020 and expires in June 2031. Current production at the Goudron field is circa 200 bopd. The Company's forward work programme is to undertake a series of waterflood programmes as well as recompletion and workover activities on the existing well stock during 2022 and 2023, targeting up to approximately 300 bopd of incremental production.

Inniss-Trinity

The Company owns 100 per cent of the rights to the Inniss-Trinity field by way of an Incremental Production Services Contract ("IPSC") with Heritage. The IPSC has been extended to 31^st March 2022 on an interim basis to allow finalisation of key commercial terms and documentation for a fresh EPSC with September 2031 expiry. Current production at the Inniss-Trinity field is circa 130 bopd. The Company's forward work programme is to undertake a CO₂ enhanced oil recovery pilot project in two different parts of the field as well as undertake recompletion activities on the existing well stock during 2022 and 2023, targeting up to approximately 150 bopd incremental production.

South Erin

The Company owns 100 per cent of the rights to the South Erin field by way of a farmout agreement ("Farmout") with Heritage. The Farmout has been extended for a two-year term until 31^st December 2023 and is extendable for a further term until September 2031, subject to, inter alia, completion of the minimum work obligations in the current term. Current production at the South Erin field is circa 50 bopd. The Company's forward work programme is to drill three infill wells, targeting up to approximately 150 bopd incremental production.

Bonasse and Icacos

The Company owns 100 per cent of the rights to the Bonasse field and the Icacos field under petroleum licences from the Ministry of Energy and Energy Industries ("MEEI"). The licences have a 20-year term with Bonasse licence expiring in May 2039, while Icacos licence is pending formal execution by MEEI. Current production from Bonasse and Icacos fields is circa 20 bopd. The Company's forward work programme on these licences is to undertake up to two recompletions, targeting up to approximately 20 bopd incremental production.

Suriname

In addition to the above-noted work in Trinidad and Tobago, the Company intends to undertake the drilling of a pilot test production well, and carry out an extended well production test, in Suriname. This programme is designed to appraise the producibility of the discovered resource in the Weg Naar Zee block. The well will be drilled to a total depth of less than 1,000 ft and will target the largest of the undrained pools identified in the licence area (twinning with a successful historical production well). In a success case, the Company expects some production from the well (in the range of 20 bopd to 40 bopd) but, more importantly, would use the results of this programme for a broader field development concept, with a view to establishing a producing field generating 500 bopd or more of production.

Inorganic Growth Options

A number of new onshore business development activities are currently being considered by the Company, with a view to creating a pathway for the Company to see further production growth in the near-term. In particular, (i) the Company is evaluating a number of "bolt-on" acquisition opportunities of existing producing fields onshore Trinidad and Tobago, which if successfully consummated the Company believes could be immediately accretive to production and cashflow, (ii) the Company has been invited to submit letters of interest for available onshore production blocks being offered by MEEI, and anticipates the commencement of the negotiation process for potential new blocks to begin in the second quarter of 2022, and (iii) The Company has submitted an Expression of Interest to Heritage for new onshore sublicences with a focus on improved oil recovery opportunities at existing production fields, as a means of enabling the Company's experience in recent years to be strategically extended to new onshore fields. The Company anticipates this new sublicensing process to commence during 2022.

No material work or capital expenditure is planned in respect of 'legacy' exploration assets in The Bahamas, Uruguay, or the South West Peninsula of Trinidad and Tobago, beyond routine work required to maintain the relevant licences in good order and progress discussions relating to farm-in and/or other monetisation options - the costs associated with such activities during 2022 are expected to be minimal.

Use of Proceeds

In May 2021, the Company completed a US$9.7 million open offer and placing, resulting in a cash position after completion of that open offer and placing of US$13.7 million. Since that time, US$5.6 million was used to effect partial repayments of Perseverance-1 creditors, US$2.5 million was used on drilling the Saffron-2 well, US$0.4m was used to effect partial repayments of Trinidad creditors and provide working capital support, and US$4.6 million was used to pay corporate overheads, including one-off costs as part of the corporate restructuring to reduce overheads from approximately US$0.7 million a month at peak in February 2021 to less than US$0.2 million moving forward.

As at 15 January 2022 (and inclusive of various creditor settlement payments already made both at the corporate level and in Trinidad and Tobago), the Company has available cash resources of approximately US$0.6 million. Assuming successful completion of the Placing, the Company will receive a further approximately US$5.5 million before expenses. Based on the forward work programme, the Company also expects during 2022 and 2023 to generate positive operating cash flows (assuming the growth in production being targeted from the planned work programme). Additional funds could also become available as a result of the Open Offer.

On this basis, the intended use of funds during 2022 and 2023 is as follows:

(i)     Approximately US$1.8 million will be applied towards remaining payments to creditors during 2022, to complete the Financial Restructuring described further below;

(ii)    Approximately US$7.1 million will be applied towards the intended work programme over the course of 2022 and 2023, including three infill wells on South Erin, waterfloods and recompletions on Goudron, CO₂ enhanced oil recovery and recompletions on Inniss-Trinity (all onshore in Trinidad and Tobago), and a pilot well and extended well test onshore in Suriname;

(iii)   Approximately US$1.5 million will be required to effect paydown of residual Trinidad unsecured creditors in the ordinary course of business during 2022 and 2023;

(iv)   Approximately US$0.3 million will be applied toward the costs of the Fundraising and Financial Restructuring; and

(v)    The residual balance, plus any additional future free cash flows, will be available to be applied towards general working capital, any further work programmes for 2023, and / or pursuing business development / inorganic production growth opportunities.

The Fundraising should be regarded as part of a consolidated range of activities and operational changes designed to reconstruct the Company and its business (the "Operational Changes"), coupled with a restructuring of the Group's historic debts and liabilities designed to simplify and 'clean-up' the Company's balance sheet (the "Financial Restructuring").

A.    Overview of the Operational, Board and Management Changes

Following unsuccessful commercial outcomes with two higher-risk exploration / appraisal wells during 2021, one each in The Bahamas and Trinidad and Tobago, the Company has sought to redefine its business strategy, operations and goals for 2022 and beyond, with a view to focussing only on lower-risk production activities, so as to generate and maximise cash flows.

In support of this, the Company has formalised a work programme for 2022 and 2023 which will require the expenditure of approximately US$7.1 million across the period on activities designed to enhance production in existing producing fields, and is targeting an organic production increase to more than 1,000 bopd by 2024. This in turn is projected to result in the Company becoming financially self-sustaining, and generating positive EBITDA and free cash flow.

The proposed Operational Changes also include various changes to the Board and management of the Company going forward, and consequent substantial ongoing reductions to the operating cost base of the Company, to take effect on the successful completion of the Fundraising. In particular, this includes:

(i)     the Board of the Company currently consists of William (Bill) Schrader (Non-Executive Chairman), Eytan Uliel (Chief Executive Officer), James Smith (Non-Executive Deputy Chairman), Stephen Bizzell (Non-Executive Director) and Simon Potter (Non-Executive Director);

(ii)    Following completion of the Fundraising, Iain McKendrick will be appointed as Non-Executive Chairman of the Company, and Tim Eastmond will be appointed as Chief Financial Officer and will join the Board of the Company (both appointments are subject to completion of customary new director on-Boarding processes);

(iii)   Following completion of the Fundraising, William Schrader and James Smith will step down as Directors of the Company;

(iv)   Therefore, following successful completion of the Fundraising, the Board is expected to consist of Iain McKendrick (non-executive Chairman), Simon Potter (non-executive director), Stephen Bizzell (non-executive director), Eytan Uliel (CEO), and Tim Eastmond (CFO);

(v)    Simon Potter has indicated a desire to step down from the Board within three months of completion of the Fundraising, thus allowing sufficient time for a suitable replacement non-executive Director to be identified and join the Board of the Company;

(vi)   In addition, the Company has entered into an agreement with a highly experienced UK-based petroleum engineer with robust reservoir engineering background, who on successful completion of the Fundraising will relocate to Trinidad to assume responsibility for the Company's revised production focused business strategy - further details will be provided at that time; and

(vii)  Certain prior executives (including the Chief Operating Officer and Finance Director) have either ceased to be employees of the Company or will shortly cease in those roles. Mr Gagan Khurana will assume the role of Chief Commercial Officer.

B.    Overview of the Financial Restructuring

In parallel with the proposed Operational Changes, the Financial Restructuring has sought to comprehensively address various legacy liabilities (payables, borrowings and other amounts) owing by the Company, as well as various legacy amounts and liabilities of various subsidiaries of the Company in Trinidad and Tobago, all of which the Company and its subsidiaries in Trinidad and Tobago would otherwise be unable to pay.

The Financial Restructuring should thus be viewed as a comprehensive simplification and 'clean-up' of the Company's consolidated balance sheet. The Financial Restructuring also involves the issue of various shares in settlement of outstanding fees and entitlements, a reapproval of the standing share issuance authority, and revised future incentive arrangements for management and employees aligned with achievement of the Company's future goals.

The summary details of the Financial Restructuring are as follows:

·   Perseverance-1 creditors: all remaining creditors from the drilling of the Perseverance-1 well in The Bahamas in early 2021 (approximately US$11.3 million) agreed to be settled for total payment of approximately US$2.0 million in cash, of which approximately US$0.6 million has been paid to-date, with the remaining balance of approximately US$1.4 million payable during Q1 2022, to reduce the total of remaining Perseverance-1 creditors to nil;

·   Trinidad payables and legacy creditors: approximately US$3.0 million of payables and legacy creditors in Trinidad agreed to be settled for total payment of approximately US$0.9 million in cash, of which approximately US$0.5 million has been paid to-date, and approximately US$0.4 million remains to be paid during 2022. This will reduce remaining payables and legacy creditors in Trinidad to approximately US$1.5 million. In respect of these, all are at the level of Trinidadian subsidiary entities with no recourse to the Company. Work is ongoing to further reduce or agree further deferrals of these remaining payables. However, even at the current reduced level the remaining balance is well below historic in-country creditor levels, of a quantum that is expected can be satisfied in the ordinary course of business over the next 18 months (on the basis of the increased production assumed above);

·    Claims, legacy licencing payables and potential exposures in Trinidad: the previously reported approximately US$6.5 million of legacy claims, licencing payables and potential financial exposures in Trinidad and Tobago are expected to be reduced to approximately US$1.0 million. The residual exposures are not expected to crystalise immediately and are expected to be eliminated gradually in the ordinary course of business by way of deferral and / or payment plan arrangements;

·    Convertible notes: the Company has reached an agreement and expects to sign documentation immediately prior to the despatch of the Notice of Extraordinary General Meeting and Open Offer Circular, whereby, conditional on completion of the Placing, the principal value of the convertible notes that remains outstanding (£500,000) will be discounted by 10%, with that discounted value (£450,000), plus all accrued interest on the convertible notes (being approximately £70,000) being converted into equity contemporaneously with the completion of the Placing, at the Placing Price, such that the noteholders will be issued with Ordinary Shares in full and final settlement of repayment of the principal value of the convertible notes that remain outstanding (and all accrued interest). In addition, the noteholders will be issued with 25 million warrants, enabling them to subscribe for Ordinary Shares at the Placing Price prior to 30 April 2023. Following this, no convertible notes will remain outstanding, and this long-term liability will have been eliminated at nil cash cost. In parallel, a number of other fees, payables and amounts that would otherwise become owing by the Company on completion of the Placing and Financial Restructuring will be settled by the issue of Ordinary Shares at the Placing Price. The quantum of these amounts and the number of Ordinary Shares to be issued in satisfaction of them will depend on the eventual outcome of the Fundraising - further details will be set out in the Notice of Extraordinary General Meeting and Open Offer Circular; and

·    Well control insurance balancing payment: as a result of the ultimate cost of the Perseverance-1 well, a "top-up" premium amount may be sought by insurers in relation to the final overall cost of the insurance. This matter remains subject to negotiation with the insurers given that the well was completed safely and without incident almost 12 months ago, and there being no correlation between the well control risk and cost overruns.

The net proceeds of the Fundraising, when added to the assumed cash flow from operations and/or the Open Offer proceeds, are necessary to provide the financial resources needed by the Company both to execute the intended 2022 / 2023 work programme, as well as to meet the costs of the Financial Restructuring as detailed above, thereby repairing the Company's balance sheet and providing a solid, largely debt-free financial footing for the future.

Once the Financial Restructuring and Fundraising is completed, as described above the Company will be debt and liability free at the corporate level, and the non-recourse legacy liabilities of the Company's various subsidiaries in Trinidad and Tobago will be reduced to approximately US$2.5 million - an amount consistent with past general levels of liabilities in Trinidad and Tobago, and which amounts the Company expects can be gradually met in the ordinary course through operating cash flows.

Put in other terms, the previously reported approximately US$23 million of total liabilities will have been reduced to approximately US$2.5 million, with no material corporate liability remaining, and with any remaining exposure 'quarantined' at the subsidiary company level, on a non-recourse to the Company basis.

In circumstances where the Fundraising is unsuccessful, the Company would likely not have sufficient cash to continue to operate as a going concern. In such circumstances the Company would look to secure funding by way of alternative sources. There can be no assurance, however, that the Company would be successful in securing any such alternative funding. Assuming the proceeds of the Placing and the cash flows (of approximately US$2 million) assumed to be generated from operations during 2022 as a result of the intended work program, the Directors believe the Company would have sufficient cash available to meet general working capital needs for at least the next 12 months.

Participation in, and principal terms of, the Placing

This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the ‎Placing. ‎

1. The Bookrunner and the Placing Agent are arranging the Placing as agents for the Company.

2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Bookrunner and the Placing Agent. The Bookrunner and the Placing Agent and its respective affiliates are entitled to participate in the Placing as principal.

3. ‎The price per Placing Share (the "Placing Price"), following the Bookbuild, is ‎payable to Arden (as agent for the Company) by all Placees.‎ The Bookbuild will establish the number of Placing Shares to be issued and the Placing Price, which will be agreed between the Bookrunner, the Placing Agent and the Company following completion of the Bookbuild. The number of Placing Shares and the Placing Price will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at the Bookrunner or the Placing Agent. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by the Bookrunner or the Placing Agent on the basis referred to in paragraph 8 below.

5. The timing of the closing of the Bookbuild will be at the discretion of the Bookrunner or the Placing Agent. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Bookrunner or the Placing Agent and a trade confirmation or contract note will be dispatched as soon as possible thereafter. The Bookrunner or the Placing Agent's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's Articles of Association. Except with the Bookrunner's or the Placing Agent's consent, such commitment will not be capable of variation or revocation.

7. The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

8. Subject to paragraphs 4 and 5 above, the Bookrunner or the Placing Agent may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (in agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Bookrunner or the Placing Agent may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner or the Placing Agent's consent will not be capable of variation or revocation from the time at which it is submitted.

10. Except as required by law or regulation, no press release or other announcement will be made by the Bookrunner, the Placing Agent or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for Placing Shares to be acquired pursuant to the Placing will be made following First Admission or Second Admission on the basis explained below under "Registration and Settlement".

12. All obligations of the Bookrunner and the Placing Agent under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither the Bookrunner nor the Placing Agent nor any of their affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment of the Placing Shares to the Placees and the Bookrunner and the Placing Agent shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Bookrunner nor the Placing Agent nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunner and the Placing Agent's method of effecting the Placing.

Conditions of the Placing

The Bookrunner and the Placing Agent's obligations under the Placing Agreement in respect of the Firm Placing Shares are conditional on, inter alia:

(a)  the Company allotting the Firm Placing Shares, prior to and conditional only on First Admission, in accordance with the terms of the Placing Agreement;

(b)  First Admission taking place not later than 8.00 a.m. on 31 January 2022 (or such later time or date as the Company and the Bookrunner may agree, not later than 8.00 a.m. on 11 February 2022).

(c)   the Bookrunner and the Placing Agent's obligations under the Placing Agreement in respect of the Conditional Placing Shares are conditional on, inter alia:

(d)  Shareholders passing the resolutions to be set out in a Notice of Extraordinary General Meeting granting the directors authority to allot and issue relevant securities (including the Conditional Placing Shares); and

(e)  the Company allotting the Conditional Placing Shares, prior to and conditional only on Second Admission, in accordance with the terms of the Placing Agreement;

(f)   Second Admission taking place not later than 8.00 a.m. on 1 March 2022 (or such later time or date as the Company and the Bookrunner may agree, not later than 8.00 a.m. on 9 March 2022).

If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by the Bookrunner and the Placing Agent as applicable, by the respective time or date where specified (or such later time or date as the Company, the Bookrunner and the Placing Agent may agree, not being later than 8.00 a.m. on 9 March 2022); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Bookrunner and the Placing Agent may, at their discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to First Admission and Second Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Bookrunner, the Placing Agent, the Company nor any of their respective affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Bookrunner.

Placees will have no rights against the Bookrunner, the Placing Agent, the Company or any of their respective members, ‎directors or employees under the Placing ‎Agreement pursuant to the Contracts (Rights of Third Parties) ‎Act 1999 (as amended) or otherwise.‎

Right to terminate under the Placing Agreement

The Bookrunner and the Placing Agent are entitled, at any time up to and including Second Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if:

(a)  there has, in the reasonable opinion of the Bookrunner and the Placing Agent, been a breach of ‎any of the warranties or any other obligations on the part of the Company ‎under the Placing Agreement which it reasonably considers to be material in the ‎context of the Placing or Admission;

(b)  ‎any statement contained in this Announcement, or certain of the other documents delivered in ‎relation to the Placing, is or has become untrue, incorrect or misleading in each case in any material ‎respect;‎

(c)   the Company has failed in any material respect to comply with its ‎obligations under the Placing ‎Agreement, MAR, FSMA, the AIM Rules, or the ‎AIM "Note for mining and oil & gas companies" in respect ‎of the Placing or ‎Admission and which is material in the context of the Placing and/or ‎Admission;‎‎ or

(d)  there occurs a force majeure event which, in the opinion of the Bookrunner and the Placing Agent would be likely to have an adverse effect on the financial or trading position or the business or prospects of the Group which is material in the context of the Group as a whole or which renders the Placing impracticable or inadvisable.

The rights and obligations of the Placees will not be subject to termination by the Placee or any prospective Placee at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Bookrunner or and the Placing Agent of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Placing Agent and that it need not make any reference to Placees and that neither the Bookrunner nor the Placing Agent nor any of their affiliates shall have any liability to Placees whatsoever in connection with any such exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing or the Open Offer, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules for Companies (the "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or the Placing Agent or any other person and neither the Bookrunner nor the Placing Agent nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Bookrunner, the Placing Agent, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner nor the Placing Agent are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Bookrunner or the Placing Agent, or a subscription letter, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to the Bookrunner or the Company (in GBP) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Bookrunner or the Placing Agent in accordance with the standing CREST settlement instructions which they have in place with the Bookrunner or the Placing Agent, or direct with the Company.

Settlement of transactions in the Placing Shares (ISIN: IM00BN2RD444) following First Admission and Second Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Bookrunner and the Placing Agent reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction. Direct subscribers shall settle direct with the Company.

It is expected that settlement of the Firm Placing will be on 31 January 2022 on a T+2 basis in accordance with the instructions set out in the form of confirmation and settlement of the Conditional Placing will be on 1 March 2022 on a T+2 basis in accordance with the instructions set out in the form of confirmation

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the Bank of England base rate.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Bookrunner or the Placing Agent (or the Company) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Bookrunner or the Placing Agent's account and benefit (as agent for the Company) or for the Company's account, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Bookrunner and the Placing Agent (or the Company) such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Bookrunner or the Placing Agent lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Bookrunner nor the Placing Agent nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Bookrunner and the Placing Agent (for itself and on behalf of the Company), or in the case of direct subscribers, to the Company:

1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

3. that the exercise by the Bookrunner and the Placing Agent of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and the Placing Agent and the Bookrunner and the Placing Agent need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Bookrunner, the Placing Agent or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

4. that each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement. Each Placee agrees that neither the Company nor the Bookrunner nor the Placing Agent nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5. that it has neither received nor relied on any inside information concerning the Company in accepting this invitation to participate in the Placing;

6. neither it nor, as the case may be, its clients expect the Bookrunner or the Placing Agent to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Bookrunner nor the Placing Agent are not acting for it or its clients, and that the Bookrunner nor the Placing Agent will not be responsible for providing the protections afforded to customers of the Bookrunner, the Placing Agent or for providing advice in respect of the transactions described herein;

7. (i) it is not in the United States, and (ii) it is not acting for the account or benefit of a person in the United States, (iii) it has not received any offer, or a solicitation of an offering, to buy the Placing Shares within the United States and (iv) it did not initiate any buy order to purchase Placing Shares whilst in the United States;

8. each Placee acknowledges that (a) the Placing Shares have not been, and will not be, registered under the Securities Act, (b) the Company has not been, and will not be, registered under the US Investment Company Act of 1940 and (c) the Placing Shares may not be offered, sold, pledged or otherwise transferred or delivered within the United States or to, or for the account or benefit of, any US Person as defined in Regulation S of the Securities Act ("US Person");

9. that it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of such Placing Shares in or into the United States;

10. that it is not a national or resident of Canada, Australia, the Republic of South Africa, or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver directly or indirectly any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;

11. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US Persons;

12. that it is entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Bookrunner or the Placing Agent or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

13. that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for the Placing Shares and to perform its subscription obligations;

14. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful to offer the opportunity to participate in the Placing;

15. that it is a qualified investor (as defined in section 86(7) of the Financial Services and Markets Act 2000, as amended ("FSMA"));

16. that it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

17. that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

18. that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

19. that ‎it acknowledges that no prospectus, admission document or offering document has been or will be ‎prepared in connection with the Placing and that it has not received and will not receive a ‎prospectus, admission document or other offering document in connection with the Placing or the ‎Placing Shares and that it is not relying on any representations or warranties or agreements by the Company, the Bookrunner, the Placing Agent or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this letter;

20. that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for under the Placing unless and until Admission of such shares becomes effective;

21. to appoint irrevocably any director of the Bookrunner or the Placing Agent as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

22. that, as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

23. that this Announcement does not constitute a securities recommendation or financial product advice and that neither the Bookrunner, the Placing Agent nor the Company has considered its particular objectives, financial situation and needs ‎and acknowledges that neither the Bookrunner, the Placing Agent nor the Company, nor any of their affiliates nor any ‎person acting on their behalf has any duties or responsibilities to it for providing advice in relation to ‎the Placing or in respect of any representations, warranties, undertakings or indemnities contained in ‎the Placing Agreement or for the exercise or performance of any of the Bookrunner's, the Placing Agent's or the ‎Company's rights and obligations thereunder, including any right to waive or vary any condition or ‎exercise any termination right contained therein;‎

24. that it will indemnify and hold the Company, the Bookrunner or the Placing Agent and its affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company, the Bookrunner or the Placing Agent will rely on the truth and accuracy of the foregoing confirmations, warranties, acknowledgements and undertakings and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunner, the Placing Agent and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to each of the Bookrunner for itself and on behalf of the Company and will survive completion of the Placing and Admission;

25. that time shall be of the essence as regards obligations pursuant to this Appendix;

26. that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company, the Bookrunner or the Placing Agent to provide any legal, tax or other advice to it; and

27. that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Bookrunner or the Placing Agent shall notify it of such amendments.

Each Placee (and any person acting on such Placee's behalf) further represents, warrants and undertakes to the Bookrunner (for itself and for the benefit of the Company) or in the case of direct subscribers, to the Company and acknowledges that:

1. it is aware of and will fully comply, with all such laws (including where applicable, the ‎Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended) and ‎the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) ‎Regulations 2017) and has obtained all governmental and other consents (if any) which may be ‎required for the purpose of, or as a consequence of, such subscription, and it will provide ‎promptly to the Bookrunner or the Placing Agent such evidence, if any, as to the identity or location or legal ‎status of any person which the Bookrunner or the Placing Agent may request from it (for the purpose of its ‎complying with any such laws or ascertaining the nationality of any person or the jurisdiction(s) ‎to which any person is subject or otherwise) in the form and manner requested by the Bookrunner or the Placing Agent on the basis that any failure by the Placee to do so may result in the number of Placing ‎Shares that are to be allotted and/or issued to it or at its direction pursuant to the Placing ‎being reduced to such number, or to nil, as the Bookrunner or the Placing Agent may decide;

2. it will not make any offer to the public of those Placing Shares to be subscribed by it for the purposes of the Prospectus Regulation;

3. it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

4. it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, the Bookrunner or the Placing Agent in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

5. any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Bookrunner or the Placing Agent;

6. the Company, the Bookrunner, the Placing Agent and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Bookrunner or the Placing Agent for itself and on behalf of the Company and are irrevocable; and

7. ‎it has knowledge and experience in financial, business and ‎international investment matters as is required to evaluate the merits and risks of subscribing for the ‎Placing Shares and that it is experienced in investing in securities of ‎this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, ‎and is able to sustain, a complete loss in connection with the Placing. It also represents and ‎warrants that it has had sufficient time to consider and has conducted its own investigation with ‎respect to the offer and subscription for the Placing Shares, including the tax, legal and other ‎economic considerations and has relied upon its own examination and due diligence of the Company ‎and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks ‎involved.

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Bookrunner nor the Placing Agent will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, the Placing Agent and the Bookrunner in the event that any of the Company and/or the Bookrunner and/or the Placing Agent has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Bookrunner accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on its behalf, acknowledges that the Bookrunner nor the Placing Agent owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Each Placee and any person acting on its behalf, acknowledges and agrees that the Bookrunner, the Placing Agent or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

This Announcement has been issued by the Company and is the sole responsibility of the Company.‎