FOR IMMEDIATE RELEASE

19 March 2026

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THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE UNITED STATES, AUSTRALIA, SWITZERLAND, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF KEFI GOLD AND COPPER PLC AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

KEFI Gold and Copper plc

("KEFI" or the "Company")

Proposed Equity Fundraise (the "Fundraise")

Fundraise to finalise the Tulu Kapi Project Financing and fund the next stage of KEFI's development

KEFI (AIM: KEFI), a gold and copper exploration and development company focused on the Arabian-Nubian Shield with a pipeline of projects in the Federal Democratic Republic of Ethiopia ("Ethiopia"), and the Kingdom of Saudi Arabia, announces a proposed placing (the "Placing") to raise gross proceeds of approximately £34 million (approximately US$45 million) before expenses, via the issue of new ordinary shares of £0.001 each ("Ordinary Shares") in the capital of the Company ("Placing Shares") at a price of 1.2 pence per share (the "Issue Price") to institutional investors. The Placing is to be conducted by way of an accelerated bookbuild process, launched with immediate effect. The final number of Placing Shares will be determined following the closing of the bookbuild.

The Company also announces that a concurrent separate retail offering (the "Retail Offering") will be opened shortly to enable eligible investors and retail shareholders to participate in the Fundraise for an amount of up to £1 million (approximately US$1.3 million) before expenses, through the issuance of up to 83,333,333 new Ordinary Shares (the "Retail Shares") at the Issue Price. The Retail Offering is not made subject to the terms and conditions set out in the Appendix and instead a separate announcement will be made shortly providing further details of the Retail Offering and its terms.

Alongside the Placing and the Retail Offering, the Company intends to issue up to 71,048,917 new Ordinary Shares (the "Subscription Shares" and, together with the Placing Shares and the Retail Shares, the "New Shares") at the Issue Price to certain service providers of the Company to settle outstanding fees totalling approximately £853,000 (the "Subscription"). The Retail Offering and the Subscription are conditional on the Placing, but the Placing is not conditional on the Retail Offering or the Subscription. 

The net proceeds of the Placing will be utilised by the Company to complete and optimise the project financing for the Tulu Kapi project in Ethiopia, fund exploration activities, fund a cost overrun cash reserve and for general working capital purposes. The total proceeds raised by the Company to fund the Tulu Kapi project following completion of the Placing will be approximately US$355 million, which exceeds the anticipated US$330 million total project capital cost.

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited ("Tavira") are acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing.

Unless the context otherwise provides, capitalised terms used in this announcement (including the appendices (the "Appendices" and together, this "Announcement")) have the meanings ascribed to them in the section headed "Definitions" at the end of this Announcement.

HIGHLIGHTS

·      Intention to conduct a Placing to raise gross proceeds of approximately £34 million (approximately US$45 million) before expenses, via the issue of new Ordinary Shares in the Company

·      The New Shares will represent approximately 28 per cent. of the existing issued ordinary share capital of the Company

·      The net proceeds of the Fundraise, together with previously announced project development financings, are intended to be used to:

o  Finalise and optimise the Tulu Kapi project development capital structure;

o  Fund exploration activities in Ethiopia, including the planned phase two expansion of Tulu Kapi via underground mining, where there remains significant potential high grade, high value, upside at depth, and wider exploration activities focused on highly prospective, but under explored, areas of Ethiopia;

o  Fund a cost overrun cash reserve to serve as a buffer during the Tulu Kapi construction phase; and

o  For general working capital purposes.

·      Strong commodity prices and active capital markets have driven increased interest in the Company from a broad range of investors

·      It is expected that the Placing Shares will be settled in two tranches. The first tranche of Placing Shares (the "First Tranche Placing Shares") will be issued under the Company's existing shareholder authorities and is expected to settle on 24 March 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 31 March 2026). The issue of the second tranche of Placing Shares (the "Second Tranche Placing Shares"), comprising Placing Shares in excess of the Company's existing shareholder authorities, as well as the Retail Shares and the Subscription Shares, will be conditional on shareholder approval at a General Meeting. Therefore, subject to the results of the Placing, the Company intends to convene a shareholder meeting, expected to be held on or around 14 April 2026, to approve the allotment of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares on a non-pre-emptive basis. KEFI will publish a Notice of General Meeting setting out the shareholder resolutions requiring approval, and the Board of KEFI's recommended support for it, on or around the week commencing 23 March 2026. Admission of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares is expected by 8.00 a.m. on 16 April 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 23 April 2026). The issue of the First Tranche Placing Shares will not require or be conditional upon further shareholder approval.

KEFI Founder and Executive Chairman, Harry Anagnostaras-Adams, commented:

"Today's capital raising not only wraps up the Tulu Kapi development funding but does so in a manner which replaces some higher cost capital.  Importantly, it also provides the required funding to re-initiate strategic exploration, both at Tulu Kapi and more widely, and expands the institutional participation in our share register - important for our intended transition to the Main Market of the London Stock Exchange in due course."

Additional information on the proposed Placing and Fundraise is set out below.

Enquiries

BACKGROUND TO THE PLACING

KEFI has been focused on finalising the financing package for the Company's high-grade/high-recovery Tulu Kapi Gold Project and has to date received commitments totalling US$310 million of the US$330 million total funding requirement. This committed funding comprises:

·      US$240 million bank loan commitments from Trade and Development Bank and Africa Finance Corporation

·      US$20 million Ethiopian Government ordinary shares in TKGM

·      US$30 million in prior investments by KEFI since 1 January 2026, working capital facility and issuance at the KEFI Minerals Ethiopia level of redeemable preference shares

·      US$20 million equity-ranking royalty financing provided by Chancery Royalty to KEFI

In addition, the Company has previously announced further capital offered which sufficiently funds the project development, including:

·      US$10 million service provider and contractor costs to be settled in Ordinary Shares in the capital of KEFI

·      US$20 million in further equity-ranking royalty financing with Chancery Royalty

·      Up to US$46 million in redeemable preference shares issued at the KEFI Minerals Ethiopia level

Whilst there is sufficient support from the above further capital funding sources to support the completion of the project funding, KEFI has also been exploring less complex, lower cost financing alternatives including the issuance of additional equity by KEFI to optimise the financing mix. In reaction to strong market dynamics, including a heightened gold price, robust gold sector equity performance, and strong interest from existing and new institutional holders, the Board of KEFI has resolved to conduct the Placing to finalise and optimise the capital structure of the Company, and simplify the total funding package for Tulu Kapi.

The proceeds of the Fundraise will be utilised first to conclude the US$330 million funding requirement for Tulu Kapi. The proceeds will also be used to reinitiate exploration activities for KEFI in Ethiopia enabling the Company to continue to add value for shareholders. Finally, the proceeds will also be used to fund a cost overrun cash reserve as well as general working capital purposes, this mitigating against any unforeseen cost escalation or delays to the Tulu Kapi project development.

The Directors believe that the Fundraise is in the best interest of KEFI shareholders.

PROPOSED PLACING

The Company intends to raise gross proceeds of approximately £34 million (approximately US$45 million) before expenses, via the issue of the Placing Shares at an Issue Price of 1.2 pence per Ordinary Share.

The Placing is being conducted through an accelerated bookbuild process to eligible institutional investors.

The Placing will launch immediately following the release of this Announcement in accordance with the terms and conditions set out in Appendix 1. The Company expects to close the Bookbuild no later than 7.00 a.m. on 20 March 2026, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares of £0.001 each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM (the "Admission").

The Company has current shareholder authority to issue up to 589,879,732 new Ordinary Shares. The Placing is expected to exceed this authority limit, and as such the Placing will utilise split settlement, with the First Tranche Placing Shares (that are within the current shareholder authorities) settling on a T+2 basis, and the balance of the Placing Shares, being the Second Tranche Placing Shares, as well as the Retail Shares and the Subscription Shares, settling on a delayed basis. Allocation of the First Tranche Placing Shares and the Second Tranche Placing Shares will be irrevocable once confirmed to investors. The issue of the Second Tranche Placing Shares, as well as the Retail Shares and the Subscription Shares are conditional, inter alia, on the passing of the Resolutions at the General Meeting. Therefore, subject to the results of the Placing, the Company intends to convene a shareholder meeting, expected to be held on or around 14 April 2026, to approve the allotment of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares on a non-pre-emptive basis. KEFI will publish a Notice of General Meeting setting out the shareholder resolutions requiring approval, and the Board of KEFI's recommended support for it, on or around the week commencing 23 March 2026.

Settlement for, and Admission of, the First Tranche Placing Shares is expected to take place on or before 8.00 a.m. on 24 March 2026. Settlement for, and Admission of, the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares are expected to take place on or before 8.00 a.m. on 16 April 2026, subject to the Company's shareholders approving the allotment of the Second Tranche Placing Shares, the Retail Shares and the Subscription Shares on a non-pre-emptive basis. The Placing is also conditional upon the placing agreement between the Company and the Joint Bookrunners (the "Placing Agreement") becoming unconditional and not being terminated in accordance with its terms and Admission, of the First Tranche Placing Shares, becoming effective by 8.00 a.m. on 24 March 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 31 March 2026), and (in respect of the Second Tranche Placing Shares only) Admission, of the Second Tranche Placing Shares, becoming effective by 8.00 a.m. on 16 April 2026 (or such later time and/or date as the Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on 23 April 2026). Appendix 1 to this Announcement sets out further information relating to the terms and conditions of the Placing.

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited ("Tavira") are acting as Joint Bookrunners on the Placing. By choosing to participate in the Placing and by making an oral or written and legally binding offer to subscribe for Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, agreements, confirmations, acknowledgements and undertakings contained in the Appendix.

This Announcement is not for publication or distribution 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.

The person responsible for the release of this information on behalf of the Company is Harry Anagnostaras-Adams, Executive Chairman.

An exchange rate of 1.3323 USD:GBP has been used throughout this Announcement as determined by the Bank of England rate as at 18 March 2026.

APPENDIX 1

Terms and Conditions of the Placing

IMPORTANT NOTICES

The information contained within this Announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR"), and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

TERMS AND CONDITIONS OF THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THESE TERMS AND CONDITIONS (TOGETHER THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED INVESTORS" WITHIN THE MEANING OF  PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR")  WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE COMPANY THAT THEY ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 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 OR ANY PART OF IT DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.  ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION OUTSIDE THE UNITED KINGDOM OR EEA.  PERSONS (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) WHO HAVE A CONTRACTUAL RIGHT OR OTHER LEGAL OBLIGATIONS TO FORWARD A COPY OF THIS ANNOUNCEMENT SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION.

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY: (1) TO QIBS (AS DEFINED BELOW) THAT ARE ALSO A "MAJOR US INSTITUTIONAL INVESTOR" AS DEFINED IN RULE 15A-6 UNDER THE US EXCHANGE ACT, PURSUANT TO SECTION 4(A)(2) OF THE US SECURITIES ACT; (2) OUTSIDE THE UNITED STATES IN "OFFSHORE" TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON, REGULATION S; OR (3) OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, AND, IN EACH CASE, IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED ON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THESE TERMS AND CONDITIONS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

Introduction

Each person who is invited to and chooses to acquire Placing Shares in the Placing (each a "Placee") and which confirms its agreement to one of the Joint Bookrunners (whether orally or in writing (which may include email) to acquire Placing Shares under the Placing, hereby agrees with each of the Joint Bookrunners and the Company that it will be bound by these terms and conditions and will be deemed to have accepted them.

The Company or the Joint Bookrunners may require any Placee to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Placee to execute a separate placing or representation letter.

Terms and conditions of, and the mechanics of participation in, the Placing

Following this Announcement, the Joint Bookrunners will today commence a bookbuild to determine demand for participation in the Placing by Placees (the "Bookbuild"). The book will open with immediate effect. The Bookbuild is expected to close at or around 7.00 a.m. on 20 March 2026, but may be closed earlier or later at the discretion of the Company and the Joint Bookrunners without further notice. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

The Placing will take place over two tranches, First Admission and Second Admission with Second Admission being conditional on receipt of shareholder approval at a general meeting of the Company to be held on or around 14 April 2026.

This Appendix 1 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, including these terms and conditions, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 1.

Details of the Placing Agreement and the Placing Shares

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited ("Tavira") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners").

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The Joint Bookrunners have entered into the Placing Agreement with the Company pursuant to which, on the terms and subject to the conditions set out in the Placing Agreement, the Joint Bookrunners as agents for and on behalf of the Company, will agree to use their reasonable endeavours to procure Placees for the Placing Shares at a price to be determined following completion of the Bookbuild and as set out in the Placing Agreement. The price per Ordinary Share at which the Placing Shares are to be placed (the "Issue Price") and the final number of Placing Shares will be determined by the Company and the Joint Bookrunners at the close of the Bookbuild and will be set out in an executed pricing agreement (the "Pricing Agreement"). The timing of the closing of the book, pricing and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the Issue Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild on a Regulatory Information Service. Subject to the execution of the Pricing Agreement, the Joint Bookrunners have agreed with the Company, in the event of any default by any Placee in paying the Issue Price in respect of any Placing Shares allotted to it, to take up such Placing Shares themselves at the Issue Price.

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

The Placing Agreement contains certain customary undertakings, warranties and indemnities given by the Company for the benefit of the Joint Bookrunners. The Joint Bookrunners have absolute discretion as to whether or not to bring an action against the Company for breach of these undertakings, warranties and indemnities.

The Joint Bookrunners will have the right to terminate the Placing Agreement in certain customary circumstances, details of which are set out below.

The Placing will be effected by way of a placing of new Ordinary Shares in the Company for cash consideration.

Application for Admission

Application will be made to the London Stock Exchange for First Admission in relation to the First Tranche Placing Shares and for Second Admission in relation to the Second Tranche Placing Shares.

It is expected that First Admission will take place at 8.00 a.m. on 24 March 2026 and that dealings in the First Tranche Placing Shares on AIM will commence at the same time.

It is expected that Second Admission will take place at 8.00 a.m. on 16 April 2026 and that dealings in the Second Tranche Placing Shares on AIM will commence at the same time.

Participation in and Principal terms of the Placing

Each of the Joint Bookrunners are acting as broker to the Placing, and as agent for and on behalf of the Company. The Joint Bookrunners are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company and no one else in connection with the matters referred to in this Appendix 1 and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of the Joint Bookrunners or for providing advice in relation to the matters described in this Appendix 1.

Participation in the Placing will only be available to persons who may lawfully be, and are, invited by one of the Joint Bookrunners to participate. Each of the Joint Bookrunners and any of their affiliates are entitled to participate in the Placing as principal.

Persons (including individuals, funds or otherwise) who have chosen to participate in the Placing, by making an oral or written offer (including by email) to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety, including these terms and conditions set out in this Appendix 1, and are deemed to be making such offer on these terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings contained in this Appendix 1.

The exact number of Placing Shares to be allocated to each Placee shall be determined by the Joint Bookrunners in consultation with the Company.  The Joint Bookrunners may choose to accept bids in the Placing, either in whole or in part, on the basis of allocations determined in consultation with the Company and reserve the right to scale back the number of Placing Shares to be acquired by any Placee in the event of the Placing being over-subscribed, or not to accept offers for Placing Shares or to accept such offers in part rather than in full.

Each Placee's allocation of Placing Shares and whether they will be placed in First Admission or Second Admission will be communicated orally or in writing (which may include email) by the relevant Joint Bookrunner to the relevant Placee. That confirmation will give rise to an irrevocable, legally binding commitment by such Placee in favour of the relevant Joint Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix 1 and in accordance with the Company's Articles of Association. Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation, revocation, termination or rescission at either the time of such oral confirmation or any time thereafter.

Each Placee's allocation and commitment will be evidenced by a trade confirm issued to such Placee by the relevant Joint Bookrunner. The trade confirm will set out the number of Placing Shares allocated, the Issue Price and the aggregate amount owed by such Placee to the relevant Joint Bookrunner. The terms of this Appendix 1 will be deemed incorporated in that trade confirm.

An offer to acquire Placing Shares which has been communicated by a prospective Placee to the relevant Joint Bookrunner which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of that Joint Bookrunner.

Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner, to acquire the number of Placing Shares allocated to it and pay in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee on the terms set out in this Appendix 1.

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

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

To the fullest extent permissible by law and applicable FCA Rules, none of (a) Stifel or Tavira, (b) any of Stifel or Tavira's respective affiliates, agents, directors, officers, employees or consultants, (c) to the extent not contained within (a) or (b), any person connected with Stifel or Tavira as defined in the Financial Services and Markets Act 2000, as amended (the "FSMA") ((b) and (c) being together "affiliates" and individually an "affiliate" of Stifel or Tavira) or (d) any person acting on Stifel or Tavira's behalf respectively shall have any liability (including to the extent permissible by law, any fiduciary duties) to any Placee or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Stifel nor Tavira nor any of their affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Registration and Settlement

Each Placee which has been allocated Placing Shares in the Placing will be notified by the relevant Joint Bookrunner of the number of Placing Shares allocated to it, the Issue Price, and the aggregate amount owed by them to the relevant Joint Bookrunner.

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

Settlement of transactions in the First Tranche Placing Shares (ISIN: GB00BD8GP619) will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be with respect to the First Tranche Placing Shares on a T+2 basis from First Admission unless otherwise notified by the relevant Joint Bookrunner and is expected to occur at 8.00 a.m. on 24 March 2026.

Settlement of transactions in the Second Tranche Placing Shares (ISIN: GB00BD8GP619) will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be with respect to the Second Tranche Placing Shares on a T+2 basis from Second Admission unless otherwise notified by the relevant Joint Bookrunner and is expected to occur at 8.00 a.m. on 16 April 2026, subject to Second Admission occurring not later than 8.00 a.m. on the Second Admission Date.

Settlement will be on a delivery versus payment basis.

In the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and the Joint Bookrunners may agree that the Placing Shares should be issued or delivered in certificated form.

Each Joint Bookrunner reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above prevailing Sterling Overnight Index Average (SONIA) as determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for the relevant Joint Bookrunner'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 for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Bookrunner lawfully takes on such Placee's behalf. Each Placee agrees that the Joint Bookrunner's rights and benefits under this paragraph may be assigned in the relevant Joint Bookrunner's discretion.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the trade confirm is copied and delivered immediately to the relevant person within that organization. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement will be, and the Placing of the First Tranche Placing Shares is, conditional upon, inter alia:

1.     this Announcement having been released through the Regulatory Information Service and the London Stock Exchange by 8.00 a.m. on the Business Day following the date of the Placing Agreement;

2.     the Company having complied with its obligations under the Placing Agreement in all material respects to the extent that the same are required to be performed prior to First Admission;

3.     no matter having arisen in respect of which a claim may be made against the Company under the indemnities given by it;

4.     the Placing Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Admission; (ii) no condition to which the agreement is subject having become incapable of satisfaction and not having been waived prior to First Admission (save for the conditions in the agreement relating to First Admission); and (iii) no event having arisen prior to First Admission which gives a party thereto a right to terminate either agreement; and

5.     First Admission taking placing by not later than 8.00 a.m. on 24 March 2026 or such later time and/or date as the Company and the Joint Bookrunners may agree in writing (but in any event not later than 8.00 a.m. on 7 April 2026),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "First Placing Conditions").

The obligations of the relevant Joint Bookrunner under the Placing Agreement will be, and the Placing of the Second Tranche Placing Shares is, conditional upon, inter alia:

1.     the Circular and a form of proxy having been sent to the Company's shareholders by no later than 27 March 2026 in accordance with the Company's articles of association;

2.     the passing, without amendment, of the Resolutions at the General Meeting

3.     the Company having complied with its obligations under the Placing Agreement in all material respects to the extent that the same are required to be performed prior to Second Admission;

4.     no matter having arisen in respect of which a claim may be made against the Company under the indemnities given by it;

5.     the Placing Agreement remaining in full force and effect, not having lapsed or been terminated or amended in accordance with its terms prior to Second Admission; (ii) no condition to which the agreement is subject having become incapable of satisfaction and not having been waived prior to Second Admission (save for the conditions in the agreement relating to Second Admission); and (iii) no event having arisen prior to Second Admission which gives a party thereto a right to terminate either agreement; and

6.     Second Admission taking placing by not later than 8.00 a.m. on 16 April 2026 or such later time and/or date as the Company and the Joint Bookrunners may agree in writing (but in any event not later than 8.00 a.m. on 30 April 2026),

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "Second Placing Conditions" and together the First Placing Conditions and the Second Placing Conditions being the "Conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with the circumstances described under "Termination of the Placing" below, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest (save in respect of the Placing of First Tranche Placing Shares where First Admission has already occurred), at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Certain Conditions may be waived in whole or in part by the Joint Bookrunners in their absolute discretion and the Joint Bookrunners may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix 1.

The Joint Bookrunners may terminate the Placing Agreement in certain circumstances, details of which are set out below.

None of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers 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 any of them 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 any of them 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 Joint Bookrunners.

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

Termination of the Placing

The Joint Bookrunners may terminate their obligations under the Placing Agreement, in accordance with its terms, at any time prior to Admission if they are of the opinion that, inter alia:

1.     any statement contained in the Placing Documents has become or has been discovered to be untrue or misleading to a material extent in the context of the Placing; or

2.     there has been a breach by the Company of any of the warranties, or any of the warranties given by the Company was not, when given, true, accurate and was misleading in any material respect; or

3.     the Company has failed to comply in any material respect with any of its obligations under the Placing Agreement; or

4.     any other event has occurred which in the sole opinion of such Joint Bookrunner (acting reasonably) requires a disclosure under the AIM Rules or otherwise results in the Placing Documents being or becoming misleading in any material respect; or

5.     a significant event has occurred or is likely to occur, a significant event being new factor which is significant for the purposes of making an informed assessment of the assets and liabilities, financial position, profits and losses, prospects of the Company and the rights attaching to the Ordinary Shares; or

6.     any material adverse change in the financial position or prospects of the Company or any member of the Group has occurred or is likely to occur; or

7.     any international crisis, act of terrorism, outbreak of hostilities, change in national or international financial, monetary, economic, political or market conditions including fluctuations in exchange rates has occurred which the relevant Joint Bookrunner in its discretion (acting reasonably) believes is, will or may be materially prejudicial to the Company or to the successful outcome of the Placing.

If the Placing Agreement is terminated in accordance with its terms, and one of the Joint Bookrunners does not choose to continue with the Placing Agreement, the rights and obligations of each Placee in respect of the Placing as described in this Appendix 1 shall cease and terminate at such time, subject to certain exceptions, all monies received from a Placee pursuant to the Placing shall be returned to such Placee without interest (save in respect of the Placing of First Tranche Placing Shares where First Admission has already occurred), at the risk of the relevant Placee and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Placing, each Placee agrees with the Company and each of the Joint Bookrunners that the exercise by the Company, or the Joint Bookrunners, 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 Joint Bookrunners and that neither the Company nor either of the Joint Bookrunners needs make any reference to such Placee and that none of the Joint Bookrunners, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

No prospectus

No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA or any competent authority of any relevant member state of the EEA (in relation to the EEA and the Prospectus Regulation) in relation to the Placing or the Placing Shares and no such prospectus is required on the basis that all offers of Placing Shares will be made pursuant to an exemption under the POATR or Prospectus Regulation from the requirement to produce a prospectus.

Placees' commitments will be made solely on the basis of publicly available information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement taken together with the information contained in this Announcement and subject to any further terms notified by the Joint Bookrunners to individual Placees.

Representations, warranties and further terms

By participating in the Placing, each Placee and/or any person acting on such Placee's behalf acknowledges, agrees, represents, undertakes, and warrants with the Joint Bookrunners (for itself and in its capacity as Joint Bookrunner in respect of the Placing) and the Company that (save where the Joint Bookrunners expressly agrees in writing to the contrary):

1.     it has read and understood the entirety of this Announcement, including the terms and conditions set out in this Appendix 1 in its entirety and it agrees and acknowledges that the issue of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements, undertakings and other information contained in this Appendix 1;

2.     it is a Relevant Person and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business;

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

a.     it is a person who is a "qualified investor" within the meaning of paragraph 15 of schedule 1 of POATR who falls the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or is a person to whom the Placing Shares may otherwise lawfully be offered, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and is capable of being categorised as a person who is a "professional client" or an "eligible counterparty" within the meaning of chapter 3 of the FCA's Conduct of Business Sourcebook; and

b.     in the case of any Placing Shares acquired by it as a financial intermediary as that term is used in Article 2(d) of the Prospectus Regulation or Regulation 7(4) of the POATR as applicable:

i.  any Placing Shares 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale to Qualified Investors in a member state of the EEA which has implemented the Prospectus Regulation, or in the UK, as applicable, or in circumstances in which the prior consent of the Joint Bookrunners have been given to each such proposed offer or resale; or

ii. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to 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 Prospectus Regulation;

4.     it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired it and any person who it is acting on behalf of will not be, subject to certain exceptions, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, New Zealand or the Republic of South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, New Zealand or the Republic of South Africa and may not be offered, sold or acquired, directly or indirectly, within those jurisdictions;

5.     it acknowledges that no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required. In addition, the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States (or any state or other jurisdiction of the United States), Australia, Canada, Japan, New Zealand or the Republic of South Africa and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa or in any country or jurisdiction where any such action for that purpose is required;

6.     it will not, subject to certain exceptions, distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing (including electronic copies thereof) in or into or from the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

7.     it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and, in each case, in compliance with the securities laws of any state or other jurisdiction of the United States and no representation has been made as to the availability of any exemption under the US Securities Act or any relevant state or other jurisdiction's securities laws for the re-offer, re-sale, pledge or transfer of the Placing Shares;

8.     it understands and acknowledges that the Placing Shares are being offered and sold by or on behalf of the Company (a) outside of the United States in accordance with Regulation S; and (b) in the United States only to QIBs that are also Major US Institutional Investors in transactions not involving any "public offering" within the meaning of section 4(a)(2) of the US Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is and the prospective beneficial owner of the Placing Shares is and, at the time the Placing Shares are subscribed for, will either be (i) outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act or (ii) a QIB and a Major US Institutional Investor and will duly execute a US investor letter and deliver the same to the Joint Bookrunners or their affiliates. In addition, with respect to (ii) above, it is subscribing for the Placing Shares for its own account or for one or more accounts as to each of which it exercises sole investment discretion and each of which is a QIB and a Major US Institutional Investor, for investment purposes only and not with a view to any distribution or for resale in connection with the distribution thereof in whole or in part, in the United States, and it has full power to make the acknowledgements, representations and agreements herein on behalf of each such account;

9.      it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;

10.  the Placing Shares offered and sold in the United States are "restricted securities" within the meaning of Rule 144(a)(3) under the US Securities Act and, so long as the Placing Shares are "restricted securities", it will not deposit such shares into any unrestricted depositary receipt facility maintained by any depositary bank;

11.  in the case of a Relevant Person in Australia it understands and acknowledges that that the Placing Shares under the Placing can only be made in Australia to persons to whom an offer of securities can be made without disclosure in accordance with applicable exemptions in sections 708(8) (sophisticated investors) or 708(11) (professional investors) under the Australian Corporations Act 2001 (Cth) (Corporations Act) or is otherwise in compliance with all applicable Australian laws and regulations and understands that this Announcement is not a prospectus, product disclosure statement or any other formal disclosure document for the purposes of Australian law or the Corporations Act and is not required to, and does not purport to, contain all the information which would be required in a disclosure document under Australian law or the Corporations Act. 

12.  it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions; (ii) has fully observed such laws and regulations; (iii) has the capacity and has obtained all requisite authorities and consents (including, without limitation, in the case of a person acting on behalf of a Placee, all requisite authorities and consents to agree to the terms set out or referred to in this Appendix 1) under those laws or otherwise and has complied with all necessary formalities to enable it to enter into the transactions and make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contemplated hereby and to perform and honour its obligations in relation thereto on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); (iv) does so agree to the terms set out in this Appendix 1 and does so make the acknowledgements, agreements, indemnities, representations, undertakings and warranties contained in this Appendix 1 on its own behalf (and in the case of a person acting on behalf of a Placee on behalf of that Placee); and (v) is and will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee of the Placing (whether or not it is acting on behalf of another person);

13.  it is acquiring the Placing Shares for its own account or if it is acquiring the Placing Shares on behalf of another person it confirms that it exercises sole investment discretion in relation to such other person's affairs and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

14.  it understands (or if acting on behalf of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix 1;

15.  no prospectus or offering document has been or will be prepared in connection with the Placing and that it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Share;

16.  it has made its own assessment of the Company, the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. It has not relied on (i) any investigation that the Joint Bookrunners or any person acting on the Joint Bookrunners' behalf may have conducted with respect to the Company, the Placing or the Placing Shares; or (ii) any other information given or any other representations, statements or warranties made at any time by any person in connection with the Company, the Placing, the Placing Shares or otherwise;

17.  none of the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, directors, employees, officers or any person acting on behalf of any of them has provided, nor will provide, it with any material regarding the Placing Shares or the Company or any other person in addition to the information in this Announcement; nor has it requested the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, employees, directors or officers or any person acting on behalf of any of them to provide it with any such information;

18.  the content of this Announcement has been prepared by and is exclusively the responsibility of the Company. Neither the Joint Bookrunners nor any persons acting on behalf of them are responsible for or have or shall have any liability for any information, representation, warranty or statement, written or oral relating to the Company and either contained in this Announcement or previously or concurrently published by or on behalf of the Company. The Joint Bookrunners will not be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or otherwise. None of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers has made any representation or warranty to the Placee, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the information in this Announcement. Nothing in this Appendix 1 shall exclude any liability of any person for fraudulent misrepresentation;

19.  the only information on which it is entitled to rely and on which it has relied in committing to acquire the Placing Shares is publicly available information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement taken together with information contained in this Announcement and the terms and conditions contained within this Appendix 1. It has satisfied itself that such information is still current and is all that it deems necessary to make an investment decision in respect of the Placing Shares;

20.  it has not relied on any information relating to the Company contained in any research reports prepared by the Joint Bookrunners, any of their Affiliates or any person acting on their behalf and understands that (i) neither of the Joint Bookrunners nor any of their Affiliates nor any person acting on their behalf has or shall have any responsibility or liability for (x) public information or any representation; or (y) 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 (ii) neither the Joint Bookrunners nor any of their 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;

21.  it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges, agrees and undertakes that it will make payment to the relevant Joint Bookrunner for the Placing Shares allocated to it in accordance with the terms and conditions of this Appendix 1 on the due times and dates set out in this Appendix 1 or the relevant trade confirm, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners may, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares 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 Appendix 1) which may arise upon the sale of such Placee's Placing Shares on its behalf;

22.  it, or the person specified by it for registration as a holder of the Placing Shares will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of any of the Placing Shares or the agreement to acquire the Placing Shares and shall indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee (or the person specified by it for registration as holder of the Placing Shares) until settlement with it in accordance with its standing settlement instructions;

23.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that no instrument under which it acquires Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or stamp duty reserve tax at the increased rates referred to in those sections and that it, or the person specified by it for registration as holder of the Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

24.  it has only communicated or caused to be communicated and it 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 Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Joint Bookrunners have not approved this Announcement in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

25.  it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA in respect of anything done in, from or otherwise involving the United Kingdom);

26.  none of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, consultants, directors, employees or officers or any person acting on behalf of any of them are making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties contained in the Placing Agreement nor the exercise or performance of the Joint Bookrunners' rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right. Its participation in the Placing is on the basis that it is not and will not be a client of the Joint Bookrunners and the Joint Bookrunners have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, and any payment by it will not be treated as client money governed by the rules of the FCA;

27.  each of the Joint Bookrunners and each of their affiliates, each acting as an investor for its or their own account(s), may, in accordance with applicable legal and regulatory provisions, bid or acquire Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Appendix 1 to the Placing Shares being offered, acquired or otherwise dealt with should be read as including any offer to, or acquisition or dealing by, each of the Joint Bookrunners and/or any of their affiliates, acting as an investor for its or their own account(s). Neither of the Joint Bookrunners nor the Company intends to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

28.  it will not make any offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or in the EEA prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom for the purposes of section 85(1) of the FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Regulation;

29.  it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006, the Anti Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

30.  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

31.  it has not relied on any "inside information" as defined in the UK MAR concerning the Company in accepting any invitation to participate in the Placing;

32.  in order to ensure compliance with the Money Laundering Regulations 2017, the Joint Bookrunners (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Bookrunners or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Bookrunners' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Bookrunners (for themselves and as agents on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, the Joint Bookrunners and/or the Company may, at their absolute discretion, terminate their commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

33.  it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Appendix 1 and in the trade confirm 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 Joint Bookrunners' conduct of the Placing;

34.  it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

35.  it irrevocably appoints any duly authorised officer of either of the Joint Bookrunners as its agent for the purpose 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 Placing Shares for which it agrees to acquire upon the terms of this Appendix 1;

36.  in making any decision to acquire the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Ordinary Shares and in the sector in which the Company operates 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 and has no need for liquidity with respect to its investment in the Placing Shares; (iii) 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 Placing Shares, 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 to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (iv) it is aware and understands that an investment in the Placing Share involves a considerable degree of risk; and (v) it will not look to either of the Joint Bookrunners, any of their Affiliates or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;

37.  the Company, the Joint Bookrunners and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to the Joint Bookrunners, on their own behalf and on behalf of the Company and are irrevocable, and agrees that if any of the representations and agreements deemed to have been made by it by its acquisition of Placing Shares, are no longer accurate, it shall promptly notify the Company and the Joint Bookrunners;

38.  time is of the essence as regards its obligations under this Appendix 1;

39.  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 Joint Bookrunners; and

40.  the terms and conditions in this Appendix 1 and all documents into which this Announcement is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners and each of their respective affiliates, agents, consultants, directors, employees and officers harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of any of the acknowledgements, agreements, representations, undertakings and warranties given by the Placee (and any person acting on such Placee's behalf) in this Appendix 1 or incurred by the Joint Bookrunners, the Company or any of their respective affiliates, agents, consultants, directors, employees or officers arising from the performance of the Placee's obligations as set out in this Appendix 1, and further agrees that the provisions of this Appendix 1 shall survive completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor either of the Joint Bookrunners shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify the Joint Bookrunners accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and each of the Joint Bookrunners in the event that either the Company and/or either of the Joint Bookrunners has incurred any such liability to such taxes or duties.

Each Placee should seek its own advice as to whether any of the above tax liabilities may arise.

The acknowledgements, representations, undertakings and warranties contained in this Appendix 1 are given to each of the Joint Bookrunners for themselves and as agents on behalf of the Company and are irrevocable and will survive completion of the Placing.

Each Placee and any person acting on behalf of the Placee acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any acknowledgements, agreements, indemnities, representations, undertakings or warranties in the Placing Agreement.

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

References to time in this Appendix 1 are to London time, unless otherwise stated. All times and dates in this Appendix 1 may be subject to amendment.

APPENDIX 2

Definitions

In this Announcement unless the context otherwise requires the following words and expressions shall have the respective meanings ascribed to them below: