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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. THIS INSIDE INFORMATION IS SET OUT IN THIS ANNOUNCEMENT. THEREFORE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.

04 June 2026

CleanTech Lithium PLC ("CleanTech Lithium", "CTL" or the "Company")

Fundraising and Conversion of Loan Notes

CleanTech Lithium PLC (AIM: CTL), an exploration and development company advancing sustainable lithium projects in Chile, announces its intention to raise approximately £4.5 million by way of a placing of new ordinary shares of £0.02 each ("Ordinary Shares") to be conducted by way of an accelerated bookbuild ("ABB") and a retail offer to raise approximately £0.25 million.

Highlights:

·      The Company intends to raise approximately £4.5 million (before expenses) by way of a firm placing and conditional placing of new Ordinary Shares (the "Placing Shares") at a price of 6 pence per new Ordinary Share (the "Issue Price") by way of an accelerated bookbuild (the "Placing"), consisting of:

o  Firm Placing: 39,170,424 Placing Shares at the Issue Price to raise approximately £2.35 million (the "Firm Placing Shares"); and

o  Conditional Placing: 35,829,576 Placing Shares at the Issue Price to raise a further approximately £2.15 million (the "Conditional Placing Shares"), subject to the passing of the Resolutions at a general meeting of the Company ("General Meeting").

·      The Company has also granted a bookrunner option to CAL Investments Limited (trading as Fox-Davies Capital) ("FDC"), pursuant to which approximately an additional £0.6 million (before expenses and which can be increased at FDC and the Company's discretion) can be raised at the Issue Price until 5.00 p.m. on 19 June 2026 (the "Bookrunner Option"), again subject to the passing of the Resolutions at the General Meeting.

·      Furthermore, subject to the passing of the Resolutions, the Company also intends to make a retail offer to raise approximately an additional £0.25 million (before expenses) via the Winterflood Retail Access Platform ("WRAP") to new retail investors and existing shareholders of the Company (the "Retail Offer") at the Issue Price details of which, including the timetable, will be announced separately.

·      The Company's Chairman, Steve Kesler, has agreed that his accrued director's fees, totalling £276,273, will be used to subscribe for 4,604,550 new Ordinary Shares (the "Subscription Shares") at the Issue Price (the "Subscription", together with the Placing, Bookrunner Option and Retail Offer, the "Fundraising").

·      As part of the Fundraising, the Fundraising Shares shall carry a warrant entitlement of one warrant for every two Fundraising Shares subscribed for (the "Warrants"). Each Warrant grants the holder the right to subscribe for one new ordinary share at a price of 9 pence, at any time from one year after the date of Second Admission until up to and including the date which is three years from the date of Second Admission.

·      It has been agreed with the CLN Holders that, conditional on First Admission, the outstanding amounts, the premium accrued thereon, as well as the premium that would accrue to 30 June 2026 (the "Maturity Date") in aggregate amounting to AUD 5,064,778 plus £758,022 shall be fully converted into 64,464,675 new Ordinary Shares (the "Conversion Shares") in accordance with the conversion terms of the Loan Notes announced on 11 August 2025.

·      The net proceeds receivable by the Company pursuant to the Fundraising will be used to fund licence acquisition costs at Laguna Verde, commence crucial environmental impact assessment ("EIA") works which are now critical path, support ongoing refinement of direct lithium extraction ("DLE") processes, engineering configurations and trade-off analysis for CAPEX and OPEX optimisations, ASX dual-listing costs, as well as for working capital needs whilst a strategic partner is selected.

·      Following consultation with its major Shareholders, the Board is proposing to grant options over, in aggregate, 19,966,431 Ordinary Shares to Directors and Senior Management. Details of these proposals will be announced separately.

Ignacio Mehech, Chief Executive Officer, CleanTech Lithium PLC, said:

"When I joined the company a year ago, the Board´s mandate was clear: to de-risk Laguna Verde and advance the project into the development stage. Today, we are two crucial milestones closer with the agreement of terms of the Special Lithium Operating Contract ("CEOL") with the Chilean Mining Ministry and the completion of our Pre-Feasibility Study ("PFS").

Now, our focus moves towards the next steps needed to reach a Final Investment Decision ("FID"), which are the recommencing of the EIA and the initial studies required to begin the Definitive Feasibility Study ("DFS"). These activities cannot wait until we have selected our strategic partner and we don't want progress to stall, which is why we believe this fundraising is a necessary and pragmatic step that adds value to the Company's development. 

The conversion of the Loan Notes is another positive and essential step for the Company aimed at strengthening the balance sheet. We believe that removing the debt burden is needed, not only ahead of progressing the proposed ASX listing but to position the Company attractively for potential strategic partners. The fact that the CLN Holders have chosen to convert their Loan Notes to equity is, in my view, a strong endorsement in the Company's strategy and long-term potential value. 

Our selection of a strategic partner is also well underway, with several major industry players already in our data room having signed NDAs. The results of the PFS and the CEOL news came at the right time and have helped attract significant interest, while the wider lithium industry is also moving in our favour. Lithium carbonate prices are at their highest level in over 18 months, and recent M&A activity across the sector reflects a major shift in industry sentiment.

We believe the Company is now very well positioned to capitalise on this sentiment, with a high-quality project backed by the PFS, an agreement of CEOL terms with the Chilean Mining Ministry that allows us to begin: the EIS preparation, an ASX listing process that we believe will open up new opportunities and a broader market presence and the search for a strategic partner to provide the support required to move Laguna Verde through FID and into construction. The next few months should be very busy, so I would like to take the opportunity to again thank existing shareholders for your continued support."

Fundraising

The Company is planning to raise approximately £4.5 million via the Placing, up to £0.6 million (which can be increased at FDC and the Company's discretion) via the Bookrunner Option and approximately £0.25 million via the Retail Offer at the Issue Price.

The Placing will be conducted by way of an ABB, which will be launched immediately following release of this Announcement and will be made available to new and existing eligible institutional investors. The Placing is subject to the Terms and Conditions set out in Appendix 1 to this Announcement. FDC is acting as sole bookrunner ("Bookrunner").

The Fundraising includes the following elements:

·      A Placing which is being conducted in two tranches to raise gross proceeds of approximately £4.5 million with:

o  the first tranche being a firm placing of 39,170,424 Firm Placing Shares to raise approximately £2.35 million, such number being the maximum permitted within the Company's existing share authorisation limits given at the Annual General Meeting of the Company held on 22 December 2025 (the "Firm Placing"); and

o  the second tranche, which shall be subject to the passing of the Resolutions, being a conditional placing of the Conditional Placing Shares, to raise approximately £2.15 million (the "Conditional Placing").

·      A Bookrunner Option of up to 10,000,000 Bookrunner Option Shares, to raise gross proceeds of up to £0.6 million (which can be increased at FDC and the Company's discretion), subject to the passing of the Resolutions.

·      A Retail Offer to raise gross proceeds of approximately £0.25 million, subject to the passing of the Resolutions, details of which, including the timetable, will be announced separately.

·      A proposed Subscription for 4,604,550 Subscription Shares at the Issue Price to settle certain amounts owing to the Company's Chairman, Steve Kesler, subject to the passing of the Resolutions. Steve Kesler has confirmed his intention to participate in the Subscription, and a further announcement is expected to be made on this by the Company following the announcement of its financial results for the year ended 31 December 2025, which are expected to be released in the next couple of weeks; and

·      The Fundraising is being conducted at the Issue Price of 6 pence, which represents a discount of approximately 26 per cent. to the closing share price on AIM of 8.15 pence per Ordinary Share on 3 June 2026, being the last practicable date prior to publication of this Announcement. 

The Fundraising Shares shall carry a warrant entitlement of one Warrant for every two Fundraising Shares subscribed for. The grant of the Warrants is conditional upon the passing of the Resolutions and JFSC Consent being obtained.  Each Warrant grants the holder the right to subscribe for one new ordinary share at a price of 9 pence, at any time from one year after the date of Second Admission until up to and including the date which is three years from the date of Second Admission. The Warrants will be constituted by and subject to the terms and conditions contained in a warrant instrument to be entered into by the Company.

The Placing is being conducted by way of an ABB, which will be launched immediately following this Announcement and will be made available to eligible institutional investors on the terms and conditions set out in Appendix 1 to this Announcement. The ABB is expected to close no later than 8.00 a.m. on 5 June 2026. However, FDC and the Company reserve the right to close the ABB earlier or later, without further notice.

The Conditional Placing, the Bookrunner Option, the Retail Offer, the Subscription and the grant of the Warrants and the Bookrunner Warrants will be conditional on the passing of the Resolutions at the General Meeting. Following the close of the ABB the Company expects to publish a circular to convene the General Meeting on or about 8 June 2026 ("Circular"). 

Use of Proceeds

The net proceeds of the Placing will be used to fund licence acquisition costs at Laguna Verde, commence crucial EIA works which are now critical path, support ongoing refinement of DLE processes, engineering configurations and trade-off analysis for CAPEX and OPEX optimisations, ASX dual-listing costs, as well as for working capital needs whilst a strategic partner is selected. The net proceeds from the Retail Offer as well as the Bookrunner Option (if exercised) shall be applied in the same way.

The Bookrunner Option

In addition to the Placing, the Company has granted a Bookrunner Option to FDC pursuant to the Placing Agreement in order to enable FDC to deal with any additional demand in the event that requests to participate in the Placing are received during the period from the date of the publication of the announcement confirming the close of the ABB until 5.00 p.m. on 19 June 2026 from Relevant Persons (as defined in Appendix 1 to this Announcement). The primary purpose of the Bookrunner Option, which is offered to existing institutional shareholders, is to deal with demand from those investors who did not participate in the Placing or could not be reached immediately as part of the ABB. The Bookrunner Option is exercisable by FDC up until 5.00 p.m. on 19 June 2026 and is subject to the terms and conditions set out in Appendix 1 to this Announcement.

Any Bookrunner Option Shares and Warrants will be issued on the same terms and conditions as the Placing Shares and the Warrants, which are set out in Appendix 1 to this Announcement, and will comprise up to 10,000,000 new Ordinary Shares.

The Bookrunner Option may be exercised by FDC in its absolute discretion, but there is no obligation on FDC to exercise the Bookrunner Option or to seek to procure subscribers for any Bookrunner Option Shares and the attached Warrants from investors pursuant to the Bookrunner Option.

The Bookrunner Option, if exercised, will raise up to £0.6 million (before expenses) and may be increased at FDC and the Company's discretion. The issue of the Bookrunner Option Shares and Warrants is conditional on, inter alia, the passing of the Resolutions and First Admission becoming effective.

Bookrunner Warrants

As consideration for its services in connection with the Placing, the Company intends to grant FDC with warrants over such number of Ordinary Shares so as to be equal to between 6 and 7.5% of the Placing Shares and Bookrunner Option Shares issued (the "Bookrunner Warrants"). The Bookrunner Warrants will be exercisable at a price equal to the Issue Price up until five years from the date of Second Admission. Grant of the Bookrunner Warrants is conditional inter alia upon the passing of the Resolutions at the General Meeting.

Loan Note Conversion

On 1 July 2024, the Company announced it had secured commitments from several investors to raise approximately £2.1 million through the issue of the Loan Notes.

On 11 August 2025, the terms of the Loan Notes were amended, including to extend the maturity date to 30 June 2026 and provide for a premium of 12% per annum to be payable on redemption or conversion of the Loan Notes. The amounts outstanding to the CLN Holders (including principal, premium and fees) were capitalised to become the new principal amount payable under the Loan Notes as follows:

·      AUD $4,813,081; and

·      GBP £689,351.

On 3 November 2025, the Company announced that it had redeemed £105,000 of the Loan Notes.

Pursuant to the Conversion Notices received from CLN Holders prior to the date of this Announcement, the Company has agreed with the CLN Holders that, in addition to the premium which had accrued on the Loan Notes up to the date of the Conversion Notices, the CLN Holders would also be entitled to convert any premium which had accrued thereon up to the Maturity Date (being 30 June 2026). The Conversion Notices include an election from the CLN Holders to convert all such accrued and to be accrued premium.

The total amount to be converted pursuant to the Conversion, amounts to AUD 5,064,778 plus £758,022 in aggregate. The Conversion Shares shall be allotted and issued to the CLN Holders pursuant to existing authorities granted to the Directors on 29 August 2025 to allot the Conversion Shares on a non-pre-emptive basis.

The Conversion will result in the issue of 64,464,675 Conversion Shares in aggregate to the CLN Holders representing 31.5 per cent. of the Existing Issued Share Capital and 20.9 per cent. of the First Enlarged Share Capital.

Pursuant to the Conversion, Regal Funds Management Pty Limited (as trustee for the Regal Emerging Companies Opportunities Fund) ("Regal") a significant shareholder in the Company, shall be allotted 47,003,253 Conversion Shares. As at the date of this Announcement, Regal is interested in 16,730,582 Ordinary Shares in the Company (representing 8.2 per cent. of the Existing Issued Share Capital) and, following the Conversion will be interested in 63,733,835 Ordinary Shares in the Company (representing 20.7 per cent. of the First Enlarged Share Capital).

As a result of Regal's substantial shareholding in the Company, the Company has agreed to grant Regal the right to appoint either a non-executive director of the Company or an observer to the board of the Company for so long as it continues to hold, in aggregate, 10 per cent. or more of the entire issued share capital of the Company (the "Appointment Right").

General Meeting

Shareholder approval is required for the Directors to issue the Conditional Placing Shares, the Bookrunner Option Shares, the Retail Offer Shares, the Subscription Shares, the Warrants and the Bookrunner Warrants. The General Meeting is expected to be held at the offices of the Company at de Carteret House, Castle Street, St Helier, Jersey, JE2 3BT for the purpose of passing the Resolutions.  It is currently anticipated that the General Meeting will be held on or about 1 July 2026. The Circular is expected to be published on or about 8 June 2026. The Circular will be available on the Company's website at https://www.ctlithium.com.

Applications will be made to London Stock Exchange plc ("London Stock Exchange") for the Fundraising Shares and the Conversion Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM"). It is currently expected that First Admission (in respect of the Firm Placing Shares and the Conversion Shares) and Second Admission (in respect of the Conditional Placing Shares, the Subscription Shares and any Retail Offer Shares and Bookrunner Option Shares) will become effective, and that dealings in the respective shares will commence on AIM, on or around 10 June 2026 and 2 July 2026 respectively.  No application is being made for any of Warrants or the Bookrunner Warrants to be admitted to trading on AIM.

Bookrunner Update

The Company has appointed FDC, who are authorised and regulated by the Financial Conduct Authority, as the Company's Capital Markets Adviser and Sole Bookrunner. It also confirms that Canaccord Genuity remains the Company's Broker.

Expected Timetable of Principal Events

The times and dates set out below are subject to change and may be adjusted by the Company in consultation with FDC. The timetable below also assumes that the Resolutions are passed at the General Meeting without adjournment. In the event of any significant changes from the below expected timetable, details of the new times and dates will be notified to shareholders by an announcement on a Regulatory Information Service.

The information communicated within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulations (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. Upon publication of this announcement, this inside information is now considered to be in the public domain. The person who arranged for the release of this announcement on behalf of the Company was Steve Kesler, Director and Chairman.

Notes

CleanTech Lithium (AIM:CTL, Frankfurt:T2N) is an exploration and development company advancing lithium projects in Chile for the clean energy transition. CleanTech Lithium has two key lithium projects in Chile, Laguna Verde and Viento Andino, and exploration stage project in Arenas Blancas (Salar de Atacama), located in the lithium triangle, a leading centre for battery grade lithium production. CleanTech Lithium and the Mining Ministry in Chile have agreed the contractual terms for the Special Lithium Operating Contract ("CEOL") for Laguna Verde, subject to final ratification.

CleanTech Lithium is committed to utilising Direct Lithium Extraction ("DLE") with reinjection of spent brine. Direct Lithium Extraction is a transformative technology which removes lithium from brine with higher recoveries, short development lead times and no extensive evaporation pond construction. For more information, please visit: www.ctlithium.com

Important Notices

This Announcement includes "forward-looking statements" which include all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded 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 Group 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 document. 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.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of the Company or any other person following the implementation of the Fundraising or otherwise.

The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide to future performance and persons who require advice should consult an independent financial adviser.

The distribution of this Announcement and the offering of the Fundraising Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Bookrunner that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Bookrunner to inform themselves about, and to observe, any such restrictions.

This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in Australia, Canada, Japan, New Zealand, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

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, 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.

Fox-Davies Capital (a trading name of CAL Investments Limited) is authorised and regulated by the FCA in the United Kingdom and is acting as sole bookrunner exclusively for the Company and no one else in connection with the Fundraising and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraising or any other matters referred to in this announcement.

Beaumont Cornish Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in relation to the Fundraising and is not acting for any other persons in relation to the Fundraising. Beaumont Cornish Limited is acting exclusively for the Company and for no one else in relation to the matters described in this announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of Beaumont Cornish Limited, or for providing advice in relation to the contents of this announcement or any matter referred to in it.

Appendix 1 to this Announcement sets out the terms and conditions of the Fundraising. By participating in the Fundraising, each Placee will be deemed to have read and understood this Announcement (including the Appendices) in its entirety, to be participating in the Fundraising and making an offer to acquire and acquiring Fundraising Shares on the terms and subject to the conditions set out in Appendix 1 to this announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1 to this Announcement.

Appendix 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("EEA QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); OR (B) PERSONS IN THE UNITED KINGDOM WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); OR (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) IF IN AUSTRALIA, PERSONS WHO ARE EITHER (I) SOPHISTICATED INVESTORS WITHIN THE MEANING OF SECTION 708(8) OF THE AUSTRALIAN CORPORATIONS ACT 2001 (CTH) ("CORPORATIONS ACT"), (II) AN EXPERIENCED INVESTOR MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR (III) A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT (ALL SUCH PERSONS REFERRED TO ABOVE AS "WHOLESALE INVESTORS"), OR (D) PERSONS IN THE PROVINCES OF ONTARIO AND BRITISH COLUMBIA, CANADA WHO ARE AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF SECTION 1.1 OF NATIONAL INSTRUMENT 45-106 - PROSPECTUS EXEMPTIONS ("NI 45-106") OF THE CANADIAN SECURITIES ADMINISTRATORS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO) AND A "PERMITTED CLIENT" AS DEFINED IN NATIONAL INSTRUMENT 31-103 - REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS OF THE CANADIAN SECURITIES ADMINISTRATORS, OR (E) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B), (C), (D) and (E) ABOVE TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE NEW ORDINARY SHARES AND HAVE COMPLIED WITH, AND WILL COMPLY WITH, APPLICABLE SECURITIES LAWS IN CONNECTION WITH THE PLACING.

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 IN THE UNITED STATES OF AMERICA. THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR WITHIN THE UNITED STATES OF AMERICA

NO PUBLIC OFFERING OF THE SHARES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE EEA, THE UNITED KINGDOM, CANADA, AUSTRALIA, HONG KONG, THE UNITED STATES OR ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to them in Appendix 2.

This Announcement is for information purposes only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, New Zealand, South Africa, Japan or Hong Kong (each a "Restricted Territory") or in any other jurisdiction where such offer or solicitation is unlawful. No public offering of securities will be made in connection with the Placing in the EEA, the United Kingdom, Canada, the United States, Australia, New Zealand, South Africa, Japan, Hong Kong or any other Restricted Territory or elsewhere.

Subject to certain exceptions, this Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any other jurisdiction in which such release, publication or distribution is unlawful. The distribution of this Announcement and the Placing and/or the offer or sale of the New Ordinary Shares or Warrants in certain jurisdictions may be restricted by law. No action has been taken by the Company or by CAL Investments Limited (trading as Fox-Davies Capital) ("FDC" or the "Bookrunner"), or any of its Affiliates, or any of their, or their respective Affiliates' partners, directors, officers, members, employees, agents or advisers which would permit an offer of the New Ordinary Shares or Warrants or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares or Warrants in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by each of the Company and the Bookrunner to inform themselves about, and to observe, any such restrictions.

All offers of the New Ordinary Shares and Warrants will fall within, or be made pursuant to, one or more of the exemptions set out in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 ("POATR"), the Corporations Act, or Canadian securities laws, as applicable. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not apply.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any other jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any other jurisdiction where such offer or sale is unlawful.

This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Bookrunner or any of its Affiliates, nor any of its or their Affiliates' partners, directors, officers, employees, agents or advisers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed (save that nothing in this paragraph shall exclude the liability of any person for their own fraudulent misrepresentation).

The Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

None of the Company, the Bookrunner nor its Affiliates, nor any of its, or their respective Affiliates', partners, directors, officers, employees, agents or advisers, makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the New Ordinary Shares or Warrants.

By participating in the Placing, Placees (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire New Ordinary Shares or Warrants has been given will (i) be deemed to have read and understood this Announcement, in its entirety; and (ii) be making such offer on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the Placing  on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

1.    it is a Relevant Person and undertakes that it will subscribe for, acquire, hold, manage or dispose of any New Ordinary Shares or Warrants that are allocated to it for the purposes of its business;

2.    in the case of a Relevant Person in a member state of the EEA which is subject to the EU Prospectus Regulation (each a "Relevant Member State") who acquires any New Ordinary Shares or Warrants pursuant to the Placing:

a.    it is an EEA Qualified Investor; and

b.    in respect of any New Ordinary Shares and Warrants acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

i.      the New Ordinary Shares and Warrants acquired by and/or subscribed for by it in the Placing  will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in any Relevant Member State other than to EEA Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in any Relevant Member State to EEA Qualified Investors, or in circumstances in which the prior consent of the Bookrunner has been given to each such proposed offer or resale; or

ii.     where New Ordinary Shares and Warrants have been acquired or subscribed for by it on behalf of persons in any Relevant Member State other than EEA Qualified Investors, the offer of those New Ordinary Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

3.    in the case of a Relevant Person in the United Kingdom who acquires any New Ordinary Shares or Warrants pursuant to the Placing:

a.    it is a person who has professional experience in matters relating to investments who falls within the definition of "investment professionals" in article 19(5) of the Order; or

b.    it is a person who falls within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order.

4.    in the case of a person in Australia who acquires any New Ordinary Shares or Warrants pursuant to the Placing , it is a Wholesale Investor, and it is not that person's intention or purpose that any of the New Ordinary Shares or Warrants be acquired for the purpose of selling or transferring the securities or granting, issuing, or transferring interests in, or options over, them; and

5.     in the case of a person in Canada who acquires any New Ordinary Shares or Warrants pursuant to the Placing:

a.    it has duly completed a form of Canadian representation letter with respect to the New Ordinary Shares and Warrants;

b.    it is resident in the Province of Ontario or British Columbia, Canada, and is subject to the securities laws of such Province;

c.     it is an "accredited investor" within the meaning of section 1.1 National Instrument 45-106 - Prospectus Exemptions ("NI 45-106") or, in Ontario, as such term is defined in section 73.3(1) of the Securities Act (Ontario) (the "OSA"), as applicable;

d.    it is a "permitted client" as defined in National Instrument 31-103 - Registration Requirements, Exemptions and Ongoing Registrant Obligations;

e.    it is, or is deemed to be, purchasing the New Ordinary Shares and Warrants as principal for its own account in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or redistribution; and

f.     such person was not created or used solely to purchase or hold the New Ordinary Shares and Warrants as an accredited investor under NI 45-106.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

Bookbuild

Following the release of this Announcement, the Bookrunner will commence an accelerated bookbuilding process ("Accelerated Bookbuild") to determine demand for participation in the placing of the Placing Shares and Warrants by Placees at the Issue Price, and, subject to the exercise of the Bookrunner Option a further bookbuild ("Bookrunner Option Bookbuild") in respect of the Bookrunner Option Shares and Warrants (together the "Bookbuilds"). The books will open with immediate effect following release of this Announcement. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

The Bookrunner and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuilds as they may, in their absolute discretion, determine. 

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local measures implementing retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom) ("Retained MiFID Provisions" (together, the "MiFID II Product Governance Requirements")) and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares and Warrants have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II and the Retained MiFID Provisions; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and the Retained MiFID Provisions (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares and the Ordinary Shares that are subject to the Warrants may decline and investors could lose all or part of their investment; the New Ordinary Shares and Warrants offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares and Warrants is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Bookrunner will only procure investors who meet the criteria of professional clients and eligible counterparties. 

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the Retained MiFID Provisions; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares and Warrants. 

Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and Warrants and determining appropriate distribution channels.

Details of the Placing Agreement, the New Ordinary Shares and Warrants

The Bookrunner has entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, the Bookrunner has agreed, as agent for the Company, to use its reasonable endeavours to procure Placees for the Placing Shares at a price of 6 pence per Placing Share (the "Issue Price") and as set out in the Placing Agreement. The Bookrunner is acting as the Company's agent in connection with the Placing.  In addition, the Company has granted a Bookrunner Option to FDC to place up to 10,000,000 Bookrunner Option Shares at the Issue Price if there is additional demand.

Subject to the Resolutions being passed at the General Meeting and JFSC Consent being obtained, for every Placing Share subscribed for, the Placee will also be granted one Warrant. Each Warrant will entitle the subscriber to subscribe for one Ordinary Share at a price of 6 pence per Ordinary Share at any time from one year after the date of Second Admission until up to and including the date which is 3 years from the date of Second Admission. The Warrants will be unlisted, and no application will be made for the Warrants to be admitted to trading on AIM or any other stock exchange. For the avoidance of doubt, if the Resolutions are not passed or JFSC Consent is not obtained, no Warrants will be granted.

The Placing Shares will be allotted and issued in two tranches:

1.    the first tranche will be up to a maximum of 39,170,424 Firm Placing Shares utilising the Company's existing share issue authorities and shall be allocated between Placees as determined by Fox Davies at its sole discretion (the "First Tranche"); and

2.    the Conditional Placing Shares, being the balance of the Placing Shares not issued in First Admission plus to the extent the Bookrunner Option is exercised any Bookrunner Option Shares will be allotted and issued conditional upon (inter alia) the passing of the Resolutions at a General Meeting ("Tranche 2", and each of Tranche 1 and Tranche 2 being a "Tranche").

The number of Placing Shares and Warrants will be determined following completion of the Accelerated Bookbuild and set out in the placing supplement agreement to be entered into between Bookrunner and the Company (the "Placing Supplement Agreement"). The final number of Placing Shares and Warrants and their allocations will be decided at the close of the Accelerated Bookbuild. The timing of the closing of the Accelerated Bookbuild will be at the discretion of the Company and the Bookrunner. Details of the number of Placing Shares and Warrants will be announced as soon as practicable after the close of the Accelerated Bookbuild. 

Each Placee who agrees to subscribe for Placing Shares and Warrants in the Placing, and whose participation is confirmed by the Bookrunner, will have their allocation of Placing Shares and Warrants split between Tranche 1 and/or Tranche 2 in such proportions as the Bookrunner may determine, in their absolute discretion.

If the Bookrunner elects to exercise the Bookrunner Option, the number of Bookrunner Option Shares and the attached Warrants will be determined following completion of the Bookrunner Option Bookbuild and set out in the notice of exercise of the Bookrunner Option. The final number of Bookrunner Option Shares and Warrants and their allocations will be decided at the close of the Bookrunner Option Bookbuild. The timing of the closing of the Bookrunner Option Bookbuild will be at the discretion of the Company and the Bookrunner. Details of the number of Bookrunner Option Shares and Warrants will be announced as soon as practicable after the close of the Bookrunner Option Bookbuild.

In accordance with the terms and subject to the conditions in the Placing Agreement, the Placing  is not being underwritten by the Bookrunner or anyone else, and in the event that subscribers are not obtained for all or any of the New Ordinary Shares and Warrants or in the event of a default to make payment by any subscribers procured by the Bookrunner, there will be no obligation on the Bookrunner to subscribe for any New Ordinary Shares or Warrants.

The New Ordinary Shares have been or will be duly authorised and will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares after the date of issue of the New Ordinary Shares. The New Ordinary Shares and Warrants will be issued free of any encumbrances, liens or other security interests.

Application for Admission to trading on AIM

Applications will be made to the London Stock Exchange for First Admission of the Firm Placing Shares to trading on AIM and for Second Admission of the Conditional Placing Shares and Bookrunner Option Shares (if any). It is expected that:

1.    First Admission will take place at 8.00 am (London time) on 10 June 2026, or such later date as may be agreed between the Company and the Bookrunner, provided that such date is no later than 8.00 am (London time) on the Long Stop Date; and

2.    Subject to the passing of the Resolutions at the General Meeting, Second Admission will take place at 8.00 am (London time) on 2 July 2026, or such later date as may be agreed between the Company and the Bookrunner, provided that such date is no later than 8.00 am (London time) on the Long Stop Date. 

All Warrants corresponding to the Placing Shares and the Bookrunner Option Shares (if any) shall be granted on Second Admission and such grant is conditional on the passing of the Resolutions at the General Meeting and JFSC Consent being obtained.

Participation in, and principal terms of, the Placing

1.    The Bookrunner is arranging the Placing as agent of the Company. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by the Bookrunner. The Bookrunner and its affiliates are entitled to enter bids as principal in the Bookbuilds.

2.     The Bookbuilds, if successful, will establish the number of New Ordinary Shares and Warrants which will be included in the Placing. The number of Placing Shares and Warrants and the aggregate proceeds to be raised through the Placing will be agreed between the Bookrunner and the Company following completion of the relevant Bookbuilds.     

3.    To bid in the Bookbuilds, Placees should communicate their bid by telephone or in writing to their usual sales contact at the Bookrunner. Each bid should state the number of New Ordinary Shares which the prospective Placee wishes to acquire at the Issue Price. The New Ordinary Shares carry a Warrant entitlement of one Warrant for every two New Ordinary Shares subscribed for. Bids in the Bookbuilds may be scaled down by the Bookrunner on the basis referred to in paragraph 6 below. Each Placee who agrees to subscribe for New Ordinary Shares in the Placing, and whose participation is confirmed by the Bookrunner, will have their allocation of New Ordinary Shares split between Tranche 1 and/or Tranche 2 in such proportions as the Bookrunner may determine, in its absolute discretion.

4.    The Accelerated Bookbuild is expected to close no later than 8.00 am (London time) on 5 June 2026, but may be closed earlier or later, at the absolute discretion of the Bookrunner. If the Bookrunner Option is exercised, the Bookrunner Option Bookbuild is expected to close no later than 5.00 pm (London time) on 19 June 2026, but may be closed earlier or later, at the absolute discretion of the Bookrunner. The Bookrunner may, in agreement with the Company, accept bids that are received after the Bookbuilds have closed.

5.    Each Placee's allocation will be confirmed to Placees either orally or by email by the Bookrunner following the close of the relevant Bookbuild. Subject to paragraph 8 below, the Bookrunner's oral confirmation to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of the Bookrunner (as an agent of the Company) and the Company, under which such Placee agrees to subscribe for the number of New Ordinary Shares and Warrants allocated to it and to pay the Issue Price for each such New Ordinary  Share on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association

6.    Subject to paragraphs 2 and 3 above, the Bookrunner may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine or be directed. The Bookrunner may also, notwithstanding paragraphs 2 and 3 above, (i) allocate New Ordinary Shares and Warrants after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate New Ordinary Shares and Warrants after the relevant Bookbuild has closed to any person submitting a bid after that time. The acceptance of offers shall be at the absolute discretion of the Bookrunner. If within a reasonable time after a request for verification of identity, the Bookrunner has not received such satisfactory evidence, the Bookrunner may, in its absolute discretion, terminate the Placee's Placing  participation in which event all funds delivered by the Placee to the Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited.

7.    The allocation of New Ordinary Shares and Warrants to Placees located in Canada shall be conditional on the execution by each Placee of an investor representation letter or subscription agreement (in the form required by the Bookrunner).

8.    A bid in the Bookbuilds will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the Bookrunner's and the Company's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Bookrunner, to pay it (or its assignee or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares that such Placee has agreed to acquire. Such Placees' obligations will be owed to the Bookrunner.          

9.    Except as required by law or regulation, no press release or other announcement will be made by either the Bookrunner 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.

10.  Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing(s) is/are confirmed, settlement for the New Ordinary Shares and Warrants to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and settlement".

11.  All obligations under the Bookbuilds and the Placing will be subject to satisfaction, fulfilment or (where applicable) waiver 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 "Termination of the Placing Agreement".

12.  By participating in a Bookbuild, 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.

13.  To the fullest extent permissible by law, neither the Bookrunner, the Company nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither the Bookrunner, nor the Company, nor any of their respective Affiliates shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the Bookrunners conduct of the Bookbuilds or of such alternative method of effecting the Placing as the Bookrunner, its Affiliates and the Company may agree or determine.

Conditions of the Placing and Bookrunner Option

Each Tranche of the Placing is conditional upon the Placing Agreement becoming unconditional in respect of that Tranche of the Placing and not having been terminated in accordance with its terms. The Bookrunner's obligations under the Placing Agreement with respect to the Firm Placing Shares are conditional on certain conditions, including (without limitation):

1.    Admission of the Firm Placing Shares having become effective;

2.    the Company complying with its obligations under the Placing Agreement to the extent that the same fall to be performed prior to First Admission;

3.    none of the warranties or undertakings provided by the Company in the Placing Agreement being or having become untrue, inaccurate or misleading at any time, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings provided by the Placing Agreement, in each case, save to the extent that the Bookrunner consider, acting in good faith, that the relevant matter is not material in the context of the Placing or Admission; and

4.    Admission of the Firm Placing Shares taking place on or around 8.00 am (London time) on 10 June 2026, or such later date as may be agreed in writing between the Company and the Bookrunner, being not later than 8.00 am (London time) on the Long Stop Date.

The Bookrunner's obligations under the Placing Agreement with respect to the Conditional Placing Shares and the Bookrunner Option Shares (where the Bookrunner Option is exercised) are conditional on certain conditions, including (without limitation):

1.    the Resolutions having been passed by the requisite majority at the General Meeting;

2.     the Company allotting the Conditional Placing Shares and the Bookrunner Option Shares (if any) prior to and conditional only on Second Admission, in accordance with the terms of the Placing Agreement;

3.    First Admission having become effective;

4.    Admission of the Conditional Placing Shares and the Bookrunner Option Shares (if any) having become effective

5.    Second Admission taking place on or around 8.00 am (London time) on 2 July 2026, or such later date as may be agreed in writing between the Company and the Bookrunner, being not later than 8.00 am (London time) on the Long Stop Date;

6.    the Company complying in all material respects with all of its undertakings and obligations under the Placing Agreement and having satisfied all of the conditions to be satisfied by it, in each case under the terms of the Placing Agreement or under these terms, to the extent that the same fall to be performed prior to Second Admission; and

7.    none of the warranties in the Placing Agreement having ceased to be true and accurate or having become misleading following the date of the Placing Agreement up to and including the date of Second Admission, in each case, as though they had been given and made on such dates by reference to the facts and circumstances then subsisting which, in the opinion of FDC (acting in good faith), is material in the context of the Placing  and/or Second Admission.

If, in respect of either First Admission or Second Admission: (i) any of the conditions relating to that tranche contained in the Placing Agreement, including (without limitation) those described above, are not fulfilled or (where applicable) waived by the Bookrunner by the relevant time or date specified (or such later time or date as the Company and the Bookrunner may agree, being not later than 8.00 am on the Long Stop Date; or (ii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", that tranche of the Placing, in respect of the Firm Placing Shares and/or Conditional Placing Shares, will lapse and the Placees' rights and obligations hereunder in relation to that tranche of Placing Shares as applicable shall cease and terminate at such time and each Placee agrees that no claim can be made by it in respect thereof.

The Bookrunner may, at its absolute discretion, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions (to the extent that the Bookrunner is permitted to waive such condition pursuant to the Placing Agreement). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. The Bookrunner may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither the Bookrunner nor any of its Affiliates, nor any of its Affiliates' partners, directors, officers, employees, agents or advisers 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 it or another person 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 it 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.

By participating in a Bookbuild, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Termination of the Placing Agreement" below and will not be capable of rescission or termination by the Placee.

Termination of the Placing Agreement

The Bookrunner is entitled at any time before First Admission or Second Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia, if:

1.    any of the warranties contained in the Placing Agreement was not, or has ceased to be, true or accurate in any material respect, or was misleading, or would not be true, accurate or not misleading if then repeated, by reference to the facts subsisting at the time;

2.     any statement contained in any of the Placing Documents (being the marketing presentation in relation to the Placing and the announcements in relation to the Fundraising) has become or been discovered to be untrue or inaccurate in any material respect or misleading or there has been a material omission therefrom; or     

3.    there has occurred, in the Bookrunner's or the Nominated Adviser's opinion, acting in good faith, a material adverse change in the business of the Company or in the financial or trading position or prospects of the Company which would, or would be likely to, prejudice materially the Company, the Placing or Admission; or

4.    there have occurred certain market disruption or force majeure events, as specified in the Placing Agreement.

If the Placing Agreement is terminated after First Admission but prior to Second Admission, such termination shall be without prejudice to First Admission.

By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing terminate only in the circumstances described above and under the "Conditions of the Placing and Bookrunner Option" section above and will not be capable of rescission or termination by it after oral confirmation by the Bookrunner following the close of a Bookbuild.

By participating in a Bookbuild, each Placee agrees with the Company and the Bookrunner that the exercise by the Company or the Bookrunner of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Bookrunner or for agreement between the Company and the Bookrunner (as the case may be) and that neither the Company nor the Bookrunner need make any reference to, or undertake any consultation with, Placees and that neither they nor any of their respective Affiliates', agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

For the avoidance of doubt, termination or withdrawal of the Retail Offer shall not impact or prejudice the Placing. However, termination or withdrawal of the Placing (by termination of the Placing Agreement) will equally result in termination of the Retail Offer.

No prospectus

The New Ordinary Shares and Warrants that are being issued in relation to the Placing are being offered to a limited number of specifically invited persons (for the avoidance of doubt, this will be to fewer than 150 persons, all of whom are Relevant Persons) and will not be offered in such a way as to require any prospectus or other offering document to be published.  No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing, or the New Ordinary Shares or the Warrants and Placees' commitments will be made solely on the basis of publicly available information taken together with the information contained in this Announcement.

Each Placee, by participating in the Placing , agrees that the content of this Announcement and the publicly available information released by or on behalf of the Company is exclusively the responsibility of the Company and confirms to the Bookrunner and the Company that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company (other than publicly available information) or the Bookrunner or its Affiliates or any other person and neither the Bookrunner nor the Company, nor any of their respective Affiliates 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 (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in making an offer to participate in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Post-Admission Undertakings

The Company has, inter alia, undertaken to the Bookrunner that, except for the New Ordinary Shares, the Conversion Shares, any Ordinary Shares which may be subscribed by Directors in conjunction with the Placing, the Bookrunner Warrants, the Warrants, the grant and exercise of options pursuant to the option schemes, warrant agreements/instruments, agreements and arrangements previously disclosed to the market, Ordinary Shares issued in lieu of Director fees, three months following Admission of the New Ordinary Shares it will not issue any shares or other securities other than with the consent of the Nominated Adviser and the Bookrunner (acting in good faith), and save for an investment by a strategic partner, provided that the Company notifies the Nominated Adviser and the Bookrunner in advance of its intention to conduct such further investment.

By participating in the Placing, Placees agree that the exercise by the Nominated Adviser or the Bookrunner of any power to grant consent to waive such undertaking by the Company shall be within the absolute discretion of the Nominated Adviser and the Bookrunner and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and settlement

Settlement of transactions in the New Ordinary Shares (ISIN: JE00BTJ01443) and the Warrants (ISIN: to be confirmed) following Admission will take place within the relevant system administered by Euroclear ("CREST"), using the delivery versus payment mechanism, subject to certain exceptions. Subject to certain exceptions, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the New Ordinary Shares and Warrants to Placees by such other means that they deem necessary if delivery or settlement is not practicable in CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment for any New Ordinary Shares and Warrants is completed either (a) in accordance with either the standing CREST or certificated settlement instructions that it has in place with the Bookrunner; or (b) if there are no standing CREST of certificated settlement instructions in place with the Bookrunner, in accordance with such CREST or (if agreed with the Bookrunner) certificated settlement instructions provided in writing by the Placee to the Bookrunner.

Subject to the paragraph below, the Company will deliver the relevant New Ordinary Shares and Warrants in accordance with the Placing Agreement, to a CREST account operated by the Bookrunner as agent for the Company and the Bookrunner will enter its delivery (DEL) instruction into the CREST system. The Bookrunner will hold any New Ordinary Shares and Warrants delivered to this account as nominee for the relevant Placees procured by it. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant New Ordinary Shares to that Placee against payment.

If agreed in advance between a Placee ("Certificated Placee") and the Bookrunner and notified in advance by the Bookrunner to the Company, the Company will (subject to the remainder of this paragraph) arrange for delivery of a share certificate in the name of the Certificated Placee for the relevant New Ordinary Shares and/or Warrants. Funds must be received by the Bookrunner from the Certificated Placees at least three days prior to the date of Admission. Subject to receipt of the relevant funds by the Bookrunner and subject and conditional upon Admission, the Company shall arrange for delivery of the relevant share certificate to the relevant Certificated Placee. In the event that Admission does not become effective by the Long Stop Date, any funds received by the Bookrunner from any Certificated Placee shall be returned, without interest, to the relevant drawee bank account.

It is expected that settlement of the Firm Placing Shares will be on 10 June 2026 in accordance with the instructions given by the Bookrunner. It is expected that settlement of the Conditional Placing Shares and any Bookrunner Option Shares through CREST will take place at the time of Second Admission.

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 Barclays Bank PLC as determined by the Bookrunner, with interest compounded on a daily basis.

Each Placee agrees that, if it does not comply with these obligations, the Bookrunner may sell any or all of the New Ordinary Shares and Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Company's account and benefit, 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 shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares and Warrants on such Placee's behalf. The foregoing is without prejudice to any cause of action the Bookrunner may have against a defaulting Placee.

If New Ordinary Shares and/or Warrants are to be delivered to a custodian or settlement agent, Placees should ensure that the custodian or settlement agent is notified immediately to the relevant person within that organisation. Insofar as New Ordinary Shares and/or Warrants 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 New Ordinary Shares and/or Warrants should, subject to as provided below, be so registered free from any liability to United Kingdom stamp duty or United Kingdom stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the New Ordinary Shares and/or Warrants (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer New Ordinary Shares or Warrants), neither of the Bookrunner nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and warranties

By submitting a bid and/or participating in the Placing  each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be and (or itself and for any such prospective Placee) with each of the Nominated Adviser, and the Bookrunner (in its capacity as placing agent in respect of the Placing ), and the Company, in each case as a fundamental term of its application for New Ordinary Shares and Warrants, the following:

1.    it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for and purchase of New Ordinary Shares and Warrants is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute, duplicate or otherwise transmit this Announcement and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Bookbuild, the Placing, the Company, the New Ordinary Shares, the Warrants, or otherwise;

2.    other than the marketing presentation provided to it by the Bookrunner or the Company in connection with the Placing, that no offering document or prospectus or admission document has been or will be prepared in connection with the Placing  or is required under the POATR, the Corporations Act or Canadian securities laws and it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Bookbuild, the Company, the Placing, the New Ordinary Shares or the Warrants;

3.    time is of the essence as regards its obligations under this Announcement;

4.     any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunner;

5.    that the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with MAR, the AIM Rules, and other applicable law and regulation;

6.     that neither the Bookrunner nor the Company nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the New Ordinary Shares, the Warrants, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested any of the Bookrunner, the Company, or any of their respective Affiliates nor any person acting on behalf of any of them to provide it with any such material or information;

7.     unless otherwise specifically agreed with the Bookrunner, that it is not, and at the time that the New Ordinary Shares and Warrants are acquired neither it nor the beneficial owner of such New Ordinary Shares and Warrants will be, a resident of a Restricted Territory or any other jurisdiction in which it would be unlawful to make or accept an offer to acquire the New Ordinary Shares and Warrants, subject to certain restrictions; and further acknowledges that the New Ordinary Shares and Warrants have not been and will not be registered or otherwise qualified for offer and sale nor will an offering document, prospectus or admission document be cleared or approved in respect of any of the New Ordinary Shares and Warrants under the securities legislation of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in whole or in part, in, into or within those jurisdictions or in any other country or jurisdiction where any such action for that purpose is required;

8.     that the content of this Announcement is exclusively the responsibility of the Company and that neither the Bookrunner, the Nominated Adviser nor any of their respective Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing  based on any information, representation or statement contained in this Announcement or any information previously published by or on behalf of the Company or otherwise;

9.     that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the New Ordinary Shares and Warrants is contained in this Announcement, such information being all that it deems necessary to make an investment decision in respect of the New Ordinary Shares and Warrants, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by the Nominated Adviser, the Bookrunner or the Company or any of their respective Affiliates and neither the Bookrunner nor the Company nor any of their respective Affiliates or any person acting on any of their respective behalf will be liable for any Placee's decision to accept an invitation to participate in the Placing  based on any other information, representation, warranty or statement;

10.   that it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing  and that neither of the Nominated Adviser, the Bookrunner nor any of their respective Affiliates nor any person acting on any of their respective behalf have made any representations to it, express or implied, with respect to the Company, the Bookbuild, the Placing  or the New Ordinary Shares or the Warrants, and each of them expressly disclaims any liability in respect thereof;

11.   that it has not relied on any information relating to the Company contained in any research reports prepared by the Bookrunner or any of its Affiliates or any person acting on the Bookrunner's or any of its Affiliates' behalf and understands that (i) neither of the Nominated Adviser nor the Bookrunner nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Nominated Adviser nor the Bookrunner nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither of the Nominated Adviser nor the Bookrunner nor any of their respective Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

12.   that the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of New Ordinary Shares and Warrants will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that it is not participating in the Placing  as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the New Ordinary Shares or Warrants would give rise to such a liability and that the New Ordinary Shares and Warrants are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer New Ordinary Shares  or Warrants into a clearance service;

13.   that no action has been or will be taken by the Company, the Bookrunner, nor any person acting on behalf of the Company, that would, or is intended to, permit a public offer of the New Ordinary Shares or Warrants in any country or jurisdiction where any such action for that purpose is required;

14.   that it and any person acting on its behalf is entitled to acquire the New Ordinary Shares and Warrants under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Bookrunner, the Company or any of their respective Affiliates acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

15.   that it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

16.  that it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity, the Bookrunner has not received such satisfactory evidence, the Bookrunner may, in its absolute discretion, terminate the Placee's Placing  participation in which event all funds delivered by the Placee to the Bookrunner will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

17.   that it is a Relevant Person and acting as principal only in respect of the Placing  or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, representations and agreements herein on behalf of each such person; and (ii) it is and will remain liable to the Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the New Ordinary Shares and/or Warrants by or on behalf of any person for whom it is acting;

18.   if in a member state of the EEA and except as disclosed in this Announcement under "Details of the Placing", that it is (i) an EEA Qualified Investor and (ii) a "professional client" or an "eligible counterparty" within the meaning set out in EU Directive 2014/65/EU on markets in financial instruments (MIFID II), as implemented into national law of the relevant EEA state;

19.  that it has not distributed, forwarded, transferred or otherwise transmitted, and will not distribute, forward, transfer or otherwise transmit, this Announcement or any part of it, or any other presentation or other materials concerning the Placing (including electronic copies thereof), directly or indirectly, whether in whole or in part, in or into any Restricted Territory or any other jurisdiction in which such distribution, forwarding, transfer or transmission would be unlawful;

20.   where it is acquiring the New Ordinary Shares and Warrants for one or more managed accounts, it represents, warrants and undertakes that it is authorised in writing by each managed account:

a.    to acquire the New Ordinary Shares and Warrants for each managed account; and

b.    it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

21.   that if it is a pension fund or investment company, it represents, warrants and undertakes that its acquisition of New Ordinary Shares and Warrants is in full compliance with applicable laws and regulations;

22.  if it is acting as a financial intermediary, as that term is used in Regulation 7(4) of the POATR, as the case may be, that the New Ordinary Shares and Warrants acquired by it in the Placing  will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than EEA Qualified Investors, or in circumstances in which the prior consent of the Bookrunner and the Company has been given to the proposed offer or resale;

23.   that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any New Ordinary Shares  or Warrants to persons in the EEA, except to EEA Qualified Investors or otherwise in circumstances which have not resulted and which will not result in an offer to the public in any member state in the EEA within the meaning of Article 2(d) of the EU Prospectus Regulation;

24.  that it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any New Ordinary Shares or Warrants to persons in the United Kingdom, in circumstances which breached or would be in breach of the prohibition on public offers set out in Regulation 12 of the POATR;

25.   that any offer of New Ordinary Shares or Warrants may only be directed at persons in member states of the EEA who are EEA Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any New Ordinary Shares or Warrants to persons in the EEA prior to Admission except to EEA Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

26.  that any offer of New Ordinary Shares or Warrants may only be directed at persons in the United Kingdom who have professional experience in matters relating to investments who fall within the definition of "investment professionals" in article 19(5) of the Order; or (ii) who fall within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any New Ordinary Shares or Warrants to persons in the United Kingdom prior to Admission except to such persons;

27.   that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the New Ordinary Shares and Warrants in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

28.   that it has complied and will comply with all applicable laws (including all relevant provisions of the FSMA) with respect to anything done by it in relation to the New Ordinary Shares and Warrants in respect of anything done in, from or otherwise involving, the United Kingdom;

29.   if it has received any inside information (as that term is defined in MAR) about the Company in advance of the Placing, it has not:

a.    dealt in the securities of the Company;

b.    encouraged, required, recommended or induced another person to deal in the securities of the Company; or

c.     disclosed such information to any person except as permitted by MAR, prior to the information being made publicly available;

30.   that:

a.    it (and any person acting on its behalf) has capacity and authority and is otherwise entitled to purchase the New Ordinary Shares and/or Warrants under the laws of all relevant jurisdictions which apply to it;

b.    it has paid any issue, transfer or other taxes due in connection with its participation in any territory;

c.     it has not taken any action which will or may result in the Company, the Bookrunner, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements and/or any anti-money laundering requirements of any territory in connection with the Placing; and

d.    that the subscription for and purchase of the New Ordinary Shares and Warrants by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

31.   it (and any person acting on its behalf) has the funds available to pay for the New Ordinary Shares and Warrants it has agreed to acquire, agree and undertake that it (and any person acting on its behalf) will make payment for the New Ordinary Shares and Warrants allocated to it in accordance with this Announcement on the due time and date set out herein and, in the case of the New Ordinary Shares and Warrants, against delivery of such New Ordinary Shares and Warrants to it, failing which the relevant New Ordinary Shares and Warrants may be placed with other Placees or sold as the Bookrunner and the Company may in their absolute discretion determine and without liability to such Placee. It will, however, remain liable for any shortfall below the net proceeds of such sale and the Placing  proceeds of such New Ordinary Shares and Warrants and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) due pursuant to the terms set out or referred to in this Announcement which may arise upon the sale of such Placee's New Ordinary Shares  and Warrants on its behalf;

32.  that its allocation (if any) of New Ordinary Shares and Warrants will represent a maximum number of New Ordinary Shares and Warrants to which it will be entitled, and required, to acquire, and that the Bookrunner or the Company may call upon it to acquire a lower number of New Ordinary Shares and Warrants, but in no event in aggregate more than the aforementioned maximum. It also acknowledges that its allocation of Placing Shares will be split between Tranche 1 and/or Tranche 2 (in such proportions as the Bookrunner may determine, in its absolute discretion), that the allotment and issue of the Conditional Placing Shares and the grant of the Warrants is conditional (inter alia) upon the passing of the Resolutions at the General Meeting, and that there is no guarantee that the Resolutions will be passed and therefore that such Conditional Placing Shares will be issued or the Warrants will be granted;

33.  that none of the Company, the Bookrunner, the Nominated Advisor nor any of their respective Affiliates nor any person acting on their behalf, is making any recommendations to it, or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placing  and that participation in the Placing  is on the basis that it is not and will not be a client of the Bookrunner and that the Bookrunner does not have any duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for providing advice in relation to the Placing  nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Bookrunner's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34.   no prospectus will be cleared or approved in respect of the New Ordinary Shares  and Warrants under the securities laws of any Restricted Territory and, subject to certain exceptions, the New Ordinary Shares and Warrants may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, in whole or in part, in, into or within any Restricted Territory, or in any country or jurisdiction where any action for that purpose is required;

35.   that the person whom it specifies for registration as holder of the New Ordinary Shares and Warrants will be (i) itself or (ii) its nominee, as the case may be. Neither the Bookrunner, nor the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Bookrunner, the Company and any of their respective Affiliates and any person acting on their respective behalf in respect of the same on an after-tax basis on the basis that (in the case of uncertificated New Ordinary Shares and Warrants)  the relevant New Ordinary Shares and Warrants will (where they are not held in certificated form) be allotted to the CREST stock account of the Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its settlement instructions;

36.   that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 agreements, except that enforcement proceedings in respect of the obligation to make payment for the New Ordinary Shares and Warrants (together with any interest chargeable thereon) may be taken by the Bookrunner or the Company 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;

37.   that the Bookrunner, the Company and their respective Affiliates and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to the Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Bookrunner and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

38.   that it will indemnify on an after-tax basis and hold the Bookrunner, the Company and their respective Affiliates and any person acting on their behalf harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Bookrunner will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Bookrunner and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement are given to the Bookrunner for itself and on behalf of the Company and will survive completion of the Placing and Admission;

39.   that any documents (including without limitation share certificates) 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;

40.  that it irrevocably appoints any director of the Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the New Ordinary Shares and Warrants agreed to be taken up by it under the Placing;

41.  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;

42.  that its commitment to acquire New Ordinary Shares and Warrants on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing  and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunner' conduct of the Placing  or any of them;

43.   that in making any decision to acquire the New Ordinary Shares and Warrants:

a.    it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the New Ordinary Shares and Warrants;

b.    it is experienced in investing in securities of this nature in the Company's sector and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing;

c.     it has relied on its own examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved and not upon any view expressed or information provided by or on behalf of the Bookrunner or any of its Affiliates;

d.    it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the New Ordinary Shares and Warrants, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary for the purposes of its investigation;

e.    it is aware and understands that an investment in the New Ordinary Shares and Warrants involves a considerable degree of risk and it will not look to the Company, the Bookrunner, any of their respective Affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer; and

f.     has no need for liquidity with respect to its investment in the New Ordinary Shares and Warrants;

44.  it agrees that neither of the Bookrunner, the Nominated Adviser nor the Company owe any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

45.   it understands and agrees that it may not rely on any investigation that the Bookrunner or any person acting on its behalf may or may not have conducted with respect to the Company and its Affiliates or the Placing  and the Bookrunner and its Affiliates have not made any representation or warranty to it, express or implied, with respect to the merits of the Placing , the subscription for or purchase of the New Ordinary Shares and Warrants, or as to the condition, financial or otherwise, of the Company and its Affiliates, or as to any other matter relating thereto, and nothing herein shall be construed as any investment or other recommendation to it to acquire the New Ordinary Shares and Warrants. It agrees that no information has been prepared by, or is the responsibility of, the Bookrunner or any of its Affiliates for the purposes of this Placing;

46.   it agrees that it will not hold either of the Nominated Adviser or the Bookrunner or any of their respective Affiliates or any person acting on their behalf responsible or liable for any misstatements in, or omissions from, any publicly available information relating to the Group or information made available (whether in written or oral form) relating to the Group (the "Information") and that neither of the Nominated Adviser, the Bookrunner nor any person acting on behalf of the Nominated Adviser or the Bookrunner makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such Information or accepts any responsibility for any of such Information;

47.   that in connection with the Placing , the Bookrunner and any of its Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its or their own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Bookrunner and any of their respective Affiliates acting in such capacity. In addition, the Bookrunner or any of its Affiliates may enter into financing arrangements (including swaps, warrants or contracts for differences) with investors in connection with which the Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing. Neither the Bookrunner nor any of its Affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

48.   that it will not distribute any document relating to the New Ordinary Shares and Warrants and it will be acquiring the New Ordinary Shares and Warrants 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, deliver or grant a participation therein to such person or any third person with respect of any New Ordinary Shares and Warrants;   

49.  none of the Company nor the Bookrunner, nor any of their respective, partners, directors, officers, employees, Affiliates or agents has made any written or oral representation:

a.    that any person will resell or repurchase the New Ordinary Shares and Placee Warrants;

b.    that any person will refund all or any part of the purchase price for the New Ordinary Shares and the Warrants; or

c.     as to the future price or value of the New Ordinary Shares and Warrants;

50.  if it is a person in Australia, that it is a Wholesale Investor, and it is not that person's intention or purpose that any of the New Ordinary Shares and Warrants be acquired for the purpose of selling or transferring the securities or granting, issuing, or transferring interests in, or options over, them;

51.  if it is a person in Canada, that it is in and resident in Ontario or British Columbia, it is an "accredited investor" as such term is defined in section 1.1 of NI 45-106 or, in Ontario, as such term is defined in section 73.3(1) of the OSA, and it is a "permitted client" (as defined in National Instrument 31-103 - Registration Requirements and Exemptions); and 

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

The foregoing acknowledgements, agreements, undertakings, representations, warranties and confirmations are given for the benefit of the Company as well the Bookrunner (for their own benefit and, where relevant, the benefit of its Affiliates and any person acting on their behalf) and are irrevocable. Each Placee, and any person acting on behalf of a Placee, acknowledges that neither the Bookrunner nor the Company owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Please also note that the agreement to allot and issue New Ordinary Shares and grant the Warrants to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents or nominees, direct from the Company for the New Ordinary Shares and Warrants in question. Neither the Company or the Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax or any other transfer taxes (including any interest, fines and penalties relating thereto) arising in relation to the New Ordinary Shares and Warrants in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the New Ordinary Shares and Warrants are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares and Warrants into a clearance service. Neither the Bookrunner nor the Company are liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes ("transfer taxes") or related interest, fines or penalties that arise (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of New Ordinary Shares and Warrants) or (ii) on a sale of New Ordinary Shares and Warrants, or (iii) otherwise than under the laws of the United Kingdom. Each 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 New Ordinary Shares and Warrants has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold the Bookrunner, the Company, their respective Affiliates and any person acting on any of their respective behalf harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that the Bookrunner or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the New Ordinary Shares and Warrants. Each Placee acknowledges and is aware that the Bookrunner is receiving a fee in connection with their role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with the Bookrunner, any money held in an account with the Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee may not be treated as client money within the meaning of the rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules, as a consequence, this money may not be segregated from the Bookrunner's money in accordance with the client money rules and may be used by the Bookrunner in the course of its own business, and the Placee may rank only as a general creditor of the Bookrunner.

All times and dates in this Announcement may be subject to amendment. The Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The rights and remedies of the Nominated Adviser, Bookrunner and the Company under these Terms and Conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Each Placee may be asked to disclose in writing or orally to the Bookrunner:

a)    if he or she is an individual, his or her nationality; or

 b)    if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

Appendix 2

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the UK. All references to "U.S.$","$" or "dollars" are to the lawful currency of the United States of America.