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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OR OTHERWISE ACQUIRE, PURCHASE OR DISPOSE OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE.

27 August 2026

Rockhopper Exploration plc

("Rockhopper" or the "Company")

Proposed Capital Raising

Placing of New Ordinary Shares to raise approximately US$180 million

Launch of Open Offer

Further to the Company's announcement on 24 August 2026, Rockhopper Exploration plc (AIM: RKH), the oil and gas company with key interests in the North Falkland Basin, is pleased to announce its intention to raise approximately US$180 million (approximately £132.4 million), before expenses via a placing of New Ordinary Shares at an issue price (the "Issue Price") of 70 pence per New Ordinary Share (the "Placing") alongside an open offer of New Ordinary Shares at the Issue Price to raise up to approximately US$20 million (c. £14.4 million) (the "Open Offer") (together, the "Capital Raising").

The Issue Price represents a discount of approximately 4.9 per cent. to the volume-weighted average price of 73.5781 pence per Existing Ordinary Share for the 30-day period ended 21 August 2026.

Canaccord Genuity Limited ("Canaccord") and Peel Hunt LLP ("Peel Hunt") are acting as joint bookrunners in relation to the Placing (the "Joint Bookrunners"). The Placing is subject to the terms and conditions set out in the Appendix to this Announcement and is expected to remain open no later than 7:00 a.m. BST on the 28 August 2026, however this remains subject to change at the discretion of the Joint Bookrunners (in consultation with the Company).

Members of the public are not entitled to participate in the Placing.

Sam Moody, CEO of Rockhopper Exploration plc, said:

"This proposed Capital Raising ensures Rockhopper can participate in the acquisition of its pro-rata share of the OSX-1 and associated work in preparation for the consequential accelerated development of the central development area. We are delighted with the indications of interest from existing and potential new investors.

"I would like to remind investors that the Company is in a great position today. Not least I would highlight that we are on track for First Oil from Sea Lion in Q1 2028 with development drilling expected to commence early next year. The new NSAI report published on 26 August 2026 shows a $788m increase to our NPV10 for our 2P+2C barrels and we are planning for further exploration drilling in the basin with some material exploration prospects also re-confirmed in our latest NSAI report. I look forward to keeping shareholders updated as we deliver these catalysts."

The Company considers it important that existing Shareholders who are not participating in the Placing are given an opportunity to acquire New Ordinary Shares at the Issue Price. The Company therefore confirms it is providing existing Shareholders with the opportunity to subscribe for New Ordinary Shares at 70 pence per New Ordinary Share pursuant to an Open Offer to raise gross proceeds of up to approximately US$20 million (c. £14.4 million) if fully taken up.

The Open Offer will include an excess application facility to enable Shareholders to apply for additional New Ordinary Shares in excess of their basic entitlements under the Open Offer. A circular setting out full details of the Open Offer (the "Circular") is expected to be published on the Company's website and posted to Shareholders who have elected to receive hard copies of Shareholder documentation on or around 28 August 2026.

For further details of the Open Offer, see "Summary of the Open Offer" section below.

The Placing and the Open Offer are to be effected using the authorities to allot and issue new shares granted to the Directors by Shareholders at the Company's annual general meeting held on 30 June 2026.

Each Placee participating in the Placing who is an existing shareholder of the Company will undertake not to take up its Open Offer entitlements as a condition of its participation in the Placing.

The net proceeds of the Placing and Open Offer are expected to be used by the Company to fund the following business activities in the Falkland Islands:

·      c.US$100 million to fund Rockhopper's estimated funding requirement for the central development area ("CDA"), as well as its estimated proportionate cost of OSX-1, to mid-2028, which is after Q1 2028, the expected point of receiving positive cash flow from NDA phase 1;

·      US$20 million to fund Rockhopper's portion of exploration and well-deepening activities to be undertaken as part of the NDA Phase 1 development;

·      US$20 million to ensure the early project failure contingent liability provisions for NDA Phase 1 are adequately covered; and

·      US$60 million for additional contingency for all of its Falkland Islands activities, providing flexibility and funding to the targeted CDA FID in mid-2028.  

The Company acknowledges that it is seeking to issue Placing Shares pursuant to the Placing amounting to approximately 22% of its existing issued Ordinary Share capital on a non-pre-emptive basis pursuant to the arrangements described in this Announcement. The Company has consulted with certain of its major institutional Shareholders ahead of the release of this Announcement. These Shareholders are supportive of the proposed structure, which has been chosen to maximise certainty of funding to ensure the Company is able to secure the equity funding it requires to fund its proportion of the OSX-1 acquisition and related costs, which the Board believes has the potential to accelerate the development of the CDA of Sea Lion and which in turn could assist in delivering significant value to all Shareholders. The Board's unanimous view is that the Placing is in the best interests of Shareholders, and will promote the Company's long-term success.

Capital Raising Highlights

The Placing

·      The Company intends to issue the Placing Shares by way of a non-pre-emptive cashbox placing.

·      Placees will participate through the Bookbuild which will open immediately and be subject to the terms and conditions set out in the Appendix to this Announcement.

·      The timing for the close of the Bookbuild shall be at the discretion of the Joint Bookrunners, in consultation with the Company.

·      Allocations of the Placing Shares between Placees will be determined by the Company in its absolute discretion, in consultation with the Joint Bookrunners.

·      For the avoidance of doubt, the Capital Raising is not being underwritten by the Joint Bookrunners or any other party, whether as to settlement risk or otherwise.

·      The Company will allot and issue the Placing Shares on a non-pre-emptive basis to Placees in consideration for Canaccord transferring its holdings of redeemable preference shares and ordinary shares in a Jersey special purpose vehicle ("JerseyCo") to the Company. Accordingly, instead of receiving cash as consideration for the allotment and issue of the Placing Shares at completion of the Placing, the Company will own all of the issued ordinary shares and redeemable preference shares of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing (net of any agreed commission and expenses).

·      The Placing is conditional upon, inter alia:

o  the Placing Agreement becoming unconditional and not having been terminated by the Joint Bookrunners in accordance with its terms; and

o  Admission becoming effective by not later than 8.00 a.m. on 2 September 2026 (or such later date as may be agreed by the Company and the Joint Bookrunners being no later than 8.00 a.m. on the Long Stop Date).

·      The Placing is not conditional upon the Open Offer, but the Open Offer is conditional on the Placing.

·      The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

·      The Company expects to publish a Circular in connection with the Open Offer following the closure of the Bookbuild. Full details, including terms and conditions, of the Open Offer will be included in the Circular. A subscription by Placees for Placing Shares under the Placing will not carry with it any entitlement to subscribe for new Ordinary Shares under the Open Offer.

·      At the Company's 2026 Annual General Meeting held on 30 June 2026, the Directors were granted authorities to allot shares or rights to subscribe for or to convert any security into shares under section 551 of the Act. This authority is sufficient to enable the Company to allot and issue the total number of New Ordinary Shares to be issued pursuant to the Capital Raising.

·      Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission in respect of the Placing Shares will become effective and that dealings in respect of the Placing Shares will commence at 8.00 a.m. on 2 September 2026.

·      As announced on 24 August 2026, the Company decided to utilise a Capital Access Window in connection with this Capital Raising. This is a voluntary pause to the trading of a Company's shares to make it easier for companies to reach a broader range of investors during a fundraise. The Company remains in a Capital Access Window, and trading in the Ordinary Shares will remain paused, until a further announcement is made detailing the results of the Placing. The Company anticipates being able to announce the results of the Placing later today with the Capital Access Window coming to an end, and to confirm when trading in the Ordinary Shares will recommence.

The Open Offer

·      As noted above, the Company considers it important that Shareholders who were not able to take part in the Placing have an opportunity to subscribe for new Ordinary Shares at the Issue Price. The Company is therefore providing existing holders of Ordinary Shares as at 6.00 p.m. on 26 August 2026 (being the "Open Offer Record Time") ("Qualifying Shareholders") with the opportunity to subscribe for up to 20,529,259 Open Offer Shares at the Issue Price pursuant to the Open Offer, to raise up to approximately US$20 million (c. £14.4 million) if fully taken-up.

·      Subject to the fulfilment of certain conditions, the Open Offer will provide Qualifying Shareholders with the opportunity to apply to acquire Ordinary Shares (the "Open Offer Shares") at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders as at the Open Offer Record Time on the following basis:

1 Open Offer Share for every 42 Existing Ordinary Shares held by Qualifying Shareholders

(the "Open Offer Entitlement")

·      Entitlements to apply to acquire Open Offer Shares will be rounded down to the nearest whole number and any fractional entitlements to Open Offer Shares will be disregarded in calculating an Open Offer Entitlement and will be aggregated and made available to Qualifying Shareholders pursuant to an excess application facility.

·      The Open Offer is structured to allow Qualifying Shareholders to subscribe for Open Offer Shares at the Issue Price pro rata to their holdings of Existing Ordinary Shares against all Existing Ordinary Shares held by Qualifying Shareholders. Qualifying Shareholders may also make applications in excess of their pro rata initial entitlement up to an amount equal to the total number of Open Offer Shares available under the Open Offer less an amount equal to such Qualifying Shareholder's Open Offer Entitlement. To the extent that pro rata entitlements to Open Offer Shares are not subscribed for by Qualifying Shareholders, such Open Offer Shares will be available to satisfy such excess applications. Applications under the excess application facility may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that any applications under the excess application facility by Qualifying Shareholders will be met in full or in part or at all. Applications made under the excess application facility will be scaled back at the Directors' discretion if applications are received from Qualifying Shareholders for more than the number of Open Offer Shares available under the excess application facility.

·      The Circular containing further details of the Open Offer, together with an Open Offer Application Form for Qualifying Shareholders who hold their Ordinary Shares in certificated form, is expected to be posted to Shareholders on 28 August 2026.

·      Details of the expected timeline for the Capital Raising, including the Open Offer timeline are included in the "IMPORTANT INFORMATION" section below.

Current Trading and Prospects

The Company's results for the twelve months ended 31 December 2025 were released on 3 June 2026. A copy of these results can be found at www.rockhopperexploration.co.uk.

As noted in the Company's results for the twelve months ended 31 December 2025, as at 31 December 2025, the Group had (audited) cash resources of approximately US$171 million. Save as set out below, there have been no material changes to the performance of the Group since the publication of these results.

Recent Events

Northern Development Area Phase 1

On 10 December 2025, the Northern Development Area ("NDA") Phase 1 ("NDA Phase 1") of the Sea Lion Project was sanctioned, with both Rockhopper and its partner and operator, Navitas PDP, making their final investment decision ("FID") to proceed with the Project.

The project financing for the NDA Phase 1 consisted of US$1.0 billion of senior debt (of which US$350 million is debt attributable to Rockhopper) with the balance being provided via a combination of joint venture equity and post first oil cash flows. Rockhopper benefits from previously disclosed financing loans from Navitas PDP in relation to the NDA Phase 1 and as a result, the initial net Rockhopper equity requirement was confirmed at US$102 million. Rockhopper financed this through an equity raise in 2025. The Aoka Mizu, being the FPSO being selected for NDA Phase 1 development, was diverted from a Middle Eastern to an Asian shipyard for refurbishment to mitigate risks from the ongoing security situation arising from the Iran conflict, this increased the net Rockhopper equity requirement to $107 million.

Notwithstanding the Aoka Mizu's diversion the development timeline of NDA Phase 1 has remained as initially scheduled with ground works in the Falkland Islands progressing as planned and procurement of long lead items continuing. The development drilling for the NDA Phase 1 is expected to commence in early 2027 with first oil on target for Q1 2028.

As a result of taking FID on NDA Phase 1 development, in April 2026, Rockhopper was able to publish an updated independent reserves and resources evaluation by NSAI (the "April 2026 NSAI Report"), whereby volumes previously classified as contingent resources were reclassified into reserves.

The April 2026 NSAI Report confirmed:

·      110 million barrels (2P reserves) net to Rockhopper.

·      211 million barrels (2C resources) net to Rockhopper.

·      An estimated NPV10 of approximately US$966 million attributable to Rockhopper's share of 2P reserves and NPV10 of approximately US$1,202 million attributable to Rockhopper's share of 2C resource (in aggregate 2P + 2C of US$2.2 billion)*.

* using long-term Brent crude oil price of US$73.63/bbls

Acceleration of Central Development Area ("CDA")

In May this year Navitas confirmed it was investigating accelerating the development of subsequent phases of the Sea Lion development beyond NDA Phase 1. Accordingly, Navitas (via a subsidiary) signed a memorandum of understanding to secure an additional FPSO. Navitas estimated this could increase the Sea Lion production capacity by a further 125,000 bopd (43,750 bopd net to Rockhopper) and accelerate subsequent production phases when compared to pre-existing plans.

On 24 August 2026, Navitas announced that one of its subsidiaries had exercised an option to acquire OSX-1, and that completion of this acquisition is expected to occur in September 2026. The aggregate gross cost of acquiring OSX-1 (excluding the anticipated upgrade costs) is approximately US$125 million. Navitas (via its subsidiary) will initially be the sole owner of OSX-1 through an incorporated special purpose vehicle and will bear 100% of the related costs until Rockhopper funds its proportionate share of the acquisition costs of OSX-1.

Navitas intends for OSX-1 to be used to develop the resources in the CDA of the Sea Lion field, thereby accelerating production of these barrels. The CDA is expected to include the drilling of 20 wells in CDA Phase 1 and 18 wells in CDA Phase 2, for a total of 38 wells. Navitas intends to submit the CDA Development Plan to FIG for approval in 2027 and to make a FID in respect thereof in the first half of 2028. Navitas is targeting production from the development of CDA Phase 1 by the end of 2030.

Rockhopper Updated Independent Reserves and Resources Evaluation

On 26 August 2026 Rockhopper announced the publication of a further updated NSAI Report which incorporates the accelerated development plan for the CDA following the purchase of OSX-1 (the "August 2026 NSAI Report").

The August 2026 NSAI Report shows:

·      Reconfirmation of 2P Reserves of 110 million barrels net to Rockhopper.

·      an NPV10 attributable to Rockhopper's share of 2P + 2C resources of US$2.9 billion* representing a 36.4% increase when compared to the previous April 2026 NSAI Report.

·      2C development pending resources of 162 million barrels net to Rockhopper representing an approximate 12% increase when compared to the previous April 2026 NSAI Report. Total 2C resource net to Rockhopper of 219 million barrels.

* using long-term Brent crude oil price of US$75.95/bbls

The full August 2026 NSAI Report is available on Rockhopper's website.

Background to and reasons for the Placing

Acceleration of Sea Lion development

The Directors believe that there is significant value to the Company and its partner Navitas, in accelerating the later phase of the Sea Lion development, as supported by the August 2026 NSAI Report published yesterday. In this regard, as stated above, Navitas (via a subsidiary) has recently exercised its option to purchase OSX-1 to be utilised in the development of the CDA phase and has commenced work towards targeting a possible FID in 2028.

Although the acquisition of OSX-1 falls outside the scope of the existing joint venture arrangements between Navitas PDP and Rockhopper, discussions between the parties regarding the optimal structure for the acquisition of OSX-1 remain ongoing. Therefore, in order to be in a position to take up its pro rata interest in OSX-1 (35%) and to fund any associated pre-FID costs for the CDA, the Company is undertaking the Placing.

Navitas has indicated that capital expenditure associated with OSX-1 and related activities is expected to total approximately US$190 million through to the end of 2027. Rockhopper estimates that US$100 million is sufficient to fund its CDA requirements to mid 2028, by which time it expects to be receiving positive cash flow from NDA Phase 1.

Accretive Exploration and Balance Sheet Strength

Having considered several factors, including current market conditions, the Directors believe it is the correct time to seek additional liquidity to support other potential value-enhancing activity and otherwise strengthen the Company's balance sheet.

In particular, Navitas is considering various options for exploration activity during the drilling campaign for NDA Phase 1 which may include an oil exploration well in the licence covering the Sea Lion discovery area and the deepening of a development well to target the Gwendoline exploration prospect (Gross 2U 53.2 mmbbls of prospective resource). A portion of the proceeds of the Placing will used by Rockhopper to ensure it has the requisite liquidity to meet its proportion (currently 35%) of the costs associated with these activities in the Falkland Islands.

As regards balance sheet strength, on NDA Phase 1 of the Sea Lion development, Navitas PDP and Rockhopper have to cover the contingent early project failure decommissioning funding requirement, which FIG requires to be secured and funded as the Project is developed in the unlikely event of early project failure pre-production. As previously announced this early project failure requirement is currently estimated at US$52.5 million net to Rockhopper. Rockhopper has investigated the possibility of covering this via a combination of surety bond, parent company guarantees, cash and/or any other suitable instrument. Currently, Rockhopper has not secured a suitable surety bond. Rockhopper currently holds US$35 million in cash allocated to cover its US$52.5million exposure and an additional US$20 million would enable Rockhopper to provide a suitable instrument which will be returned to Rockhopper (less costs) as the end-of-life decommissioning fund builds up post first oil on the NDA Phase 1.

The Directors are aware that the Sea Lion Project, with its multiple development phases and material exploration upside elsewhere in the licence, represents significant value to the Company's shareholders. However, the Directors are also aware that offshore developments in remote locations are very capital intensive. It is therefore vital for Rockhopper, as a pre-revenue company, to be as well capitalised as possible to build in contingencies and to have the flexibility to respond to opportunities as they arise.

Listing Venue Update

Following completion of the Capital Raising, Rockhopper intends to evaluate a potential transfer of its listing to the Main Market of the London Stock Exchange and, in parallel, assess a potential dual listing on the Tel Aviv Stock Exchange. Further updates will be provided in due course.

Use of Proceeds

The Company expects the Capital Raising to qualify as "Permitted Equity Funding" under the terms of the co-venturers' loan agreement. The net proceeds of the Placing and Open Offer are expected to be used by the Company to fund the following business activities in the Falkland Islands:

·      c.US$100 million to fund Rockhopper's estimated funding requirement for the CDA, as well as its estimated proportionate cost of OSX-1, to mid-2028, which is after Q1 2028, the expected point of receiving positive cash flow from NDA phase 1;

·      US$20 million to fund Rockhopper's portion of exploration and well-deepening activities to be undertaken as part of the NDA Phase 1 development;

·      US$20 million to ensure the early project failure contingent liability provisions for NDA Phase 1 are adequately covered; and

·      US$60 million for additional contingency for all of its Falkland Islands activities, providing flexibility and funding to the targeted CDA FID in mid-2028.

Risk Factors

Please see pages 16 to 25 of the Company's 2025 Annual Report and Accounts issued on 5 June 2026 for a list of principal risks and uncertainties facing the Company which include, inter alia, potential requirements for additional capital in connection with cost overruns, project delays or debt facility disruption, disputes in respect of the sovereignty of the Falkland Islands, joint venture alignment and non-operator status, , oil price uncertainty and health, safety, environment and security risks. Any investment in the New Ordinary Shares is subject to a number of risks and uncertainties. The risk factors described in the 2025 Annual Report and Accounts and those set out below do not purport to be a complete list or explanation of all the risks involved in investing in the New Ordinary Shares, or that may adversely affect the Company or its business.

Please see below certain key risk factors related to the business of the Group.

1.   The Company has limited control over the process for acquiring OSX-1

The OSX-1 acquisition is being pursued at Navitas's initiative. As Rockhopper does not have control over Navitas's acquisition of OSX-1, nor is it the operator of the relevant licences, there can be no assurance that such plans will not be modified, delayed or abandoned. Navitas (via a subsidiary) has exercised its option to acquire OSX-1 and completion of the acquisition is expected in September 2026. However, Rockhopper is not party to the acquisition arrangements, as expected for a non-operated partner has not been involved in the due diligence process and, given the purchase is being conducted by Navitas solely, has had no ability to influence the terms agreed between Navitas and the selling counterparty. Accordingly, Rockhopper has limited visibility over the terms negotiated by Navitas, and will, through its acquisition of its pro rata share of the SPV (should ownership terms be agreed), be bound by the terms negotiated by Navitas with the selling counterparty.

In addition, although OSX-1 is expected to be suitable for deployment on the CDA Sea Lion development, its specifications and operational performance may ultimately differ from what is currently envisaged by Navitas and there can be no assurance that OSX-1 will perform in line with current expectations.

2.   Even if OSX-1 is successfully acquired and the Company acquires its pro rata interest, there is no guarantee that this will accelerate subsequent development phases of Sea Lion and further funding will still be required

First Oil on NDA Phase 1 of the Sea Lion development remains on track for Q1 2028. Although the acquisition of OSX-1 is an important step in accelerating progression of the CDA towards FID, its acquisition alone will not be sufficient to achieve FID and a number of other conditions must be satisfied. Accordingly, whilst the acquisition of OSX-1 and other long lead items is intended to accelerate the progression of the CDA towards FID and, consequently, further phases of the Sea Lion development, there can be no certainty that this objective will be achieved.

In addition, as for any project of this type and scale, it is possible that the aggregate costs associated with the acquisition of OSX-1 and the broader development of the CDA may exceed current expectations due to unforeseen technical, logistical or other circumstances.

The Directors believe, taking into consideration the proceeds of the Placing and Navitas PDP's current cost estimates as operator, that the Company will have sufficient funds to meet its proportion of costs through to FID for the CDA which is targeted around the middle of 2028, post First Oil at NDA Phase 1 which is currently on track to take place in Q1 2028. The CDA is a large-scale development. At this stage, Navitas PDP estimates that the development budget for CDA is expected to be approximately US$ 3 billion, of which approximately US$ 1.15 billion is attributable to the acquisition, upgrade and adaptation of the OSX-1. During the coming year, Navitas PDP will examine various alternatives for financing the upgrade of the OSX-1. Further funding will be required, over and above the proceeds of the Placing, to fund the Company's proportion of costs to enable FID for the CDA to take place. There is no assurance that such funding will be available on acceptable terms, or at all. In addition, if FID for the CDA is delayed materially beyond the middle of 2028, there is no assurance that the proceeds of the Placing will remain sufficient to fund the Company's proportion of pre-FID costs, and the Company may require additional funding earlier than currently anticipated. Furthermore, the current cost estimates and economics of the CDA are based on the project's present stage of definition, and further engineering, subsurface and commercial work remains to be completed before FID. Accordingly, there can be no assurance that the estimated costs, specifications, performance or economics of the CDA will not change, potentially materially, as that work progresses. Any such change, or any delay in the anticipated timing of FID for the CDA, could have a material adverse effect on the Company's financial position, results of operations and/or prospects.

3.   No legally binding arrangements are currently in place for the Company to acquire legal ownership of its pro rata interest of the vehicle purchasing OSX-1

As a 35% non-operating partner in the Sea Lion development, Rockhopper does not exercise day-to-day control over development decisions, which are directed by Navitas in its capacity as operator. In that capacity, Navitas has been evaluating the acceleration of the Sea Lion development beyond NDA Phase 1, by the proposed development of the CDA. In order to provide optionality for the development of the CDA, Navitas (via a subsidiary) is pursuing the acquisition of OSX-1 and will initially be the sole owner of OSX-1 (through an incorporated special purpose vehicle) ("SPV"), until such time as Navitas and Rockhopper agree terms in respect of the ownership of the SPV.

Based on the discussions with Navitas to date, Rockhopper is confident that a suitable agreement will be reached. If terms are agreed, Rockhopper will need to contribute its proportionate share of the OSX-1 acquisition and related costs to the SPV within an agreed period of time. However, there can be no guarantee that Navitas and Rockhopper will agree commercially viable terms in respect of the ownership of the SPV or that Navitas will transfer a proportionate share of ownership of the SPV to Rockhopper.

If terms are not agreed, the Company will still have the ability to participate in the broader Sea Lion development (including development of the CDA) through its 35% interest under terms contained within the relevant joint operating agreements. Any use of OSX-1 in connection with Sea Lion development would need to be approved through the relevant joint operating agreements. In addition, Rockhopper believes it is in both parties' interest for SPV ownership to be structured in a mutually agreeable form and expects that this will be achieved.

4.   First Oil may not occur or may be materially delayed

Based on current development plans, the Company's base case assumption is that it will have sufficient financial resources to reach First Oil NDA Phase 1. However, as with all projects of this nature, various factors, certain of which may not be within the Company's control, could result in First Oil not being achieved or being materially delayed. These include, amongst other things, unforeseen operational delays that could render the existing project financing package insufficient to reach First Oil. Whilst the Company is not the operator and the project is currently on track (with no indication at present that First Oil will be delayed), any such adverse developments could have a material adverse effect on the Company's financial position, results of operations and/or prospects. Whilst the Company does not anticipate an overspend relative to the approved budget, in those circumstances, the Company may need to secure additional financial resources in order to reach First Oil.

5.   Expiry of key licence interests in the North Falkland Basin

As noted in the 2025 Annual Report and Accounts, other than the licences for NDA Phase 1 and Phase 2, all other licences outside the Sea Lion approved development area, including the licences immediately to the south of the Phase 1 development area (which incorporate resources forming part of the CDA) are due to expire on 31 December 2026.

Discussions with FIG in respect of extensions to these licences are being conducted separately by the relevant licence operators. Navitas PDP, as operator, is leading all discussions with FIG in respect of extensions to the licences in which the Company holds a joint interest with them.

Consistent with historic practice, extensions to these licences are currently expected to be granted. However, no guarantee can be given that any or all of these extensions will be received. Whilst not expected, should any of the relevant licences expire without extension, the Company would not be able to produce the resources attributable to the licence areas affected, which may have a material adverse effect on the Group's business, financial condition, and/or results of operations.

Rockhopper's Other Falkland Licence Interests

In addition to the licences in the North Falkland Basin, the Company holds a 100 per cent. interest and is the operator of licences PL011, PL012 and PL014 in the South and East of the Falkland Islands.

The Company considers these licences to be potentially prospective for gas resources. In particular, licence PL011 is adjacent to a large gas-condensate discovery made by Borders & Southern Limited in April 2012.

These licences are due to expire on the 31 December 2026. Discussions in respect of these licences are being handled by Rockhopper. As noted above, consistent with historic practice, extensions to these licences are currently expected to be granted. However, no guarantee can be given that any or all of these extensions will be received.

All amounts in this Announcement are based on an exchange rate of £1:US$1.35903, being Bloomberg's exchange rate as at 16:30 BST on 26 August 2027.

Enquiries:

Rockhopper Exploration plc

Sam Moody - Chief Executive Officer

Tel. +44 (0)20 7390 0230 (via Vigo Consulting)

Canaccord Genuity Limited (Joint Bookrunner, NOMAD and Joint Broker)

Henry Fitzgerald-O'Connor/James Asensio/Charlie Hammond (Investment Banking)

Sam Lucas/Darren Furby (ECM)

Tel. +44 (0) 20 7523 8000

Peel Hunt LLP (Joint Bookrunner and Joint Broker)

Richard Crichton/Georgia Langoulant

Sohail Akbar/Ambika Bose

Tel. +44 (0) 20 7418 8900

Vigo Consulting

Patrick d'Ancona/Ben Simons/Fiona Hetherington

Tel. +44 (0) 20 7390 0234

IMPORTANT INFORMATION

The information contained within this Announcement is deemed by the Company to constitute inside information as stipulated under Article 7 of the Market Abuse Regulation (EU) No. 596/2014 (as amended) as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (as amended). Upon the publication of this Announcement via the Regulatory Information Service, this inside information is now considered to be in the public domain.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. The Company cautions readers that no forward-looking statement is a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", or other words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, including, but not limited to, economic and business conditions, the effects of continued volatility in credit markets, market-related risks such as changes in the price of commodities or changes in interest rates and foreign exchange rates, the policies and actions of governmental and regulatory authorities, changes in legislation, the further development of standards and interpretations under International Financial Reporting Standards ("IFRS") applicable to past, current and future periods, evolving practices with regard to the interpretation and application of standards under IFRS, the outcome of pending and future litigation or regulatory investigations, the success of future explorations, acquisitions and other strategic transactions and the impact of competition. A number of these factors are beyond the Company's control. As a result, the Company's actual future results may differ materially from the plans, goals, and expectations set forth in the Company's forward-looking statements. You should not place undue reliance on forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. Except as required by the FCA, the London Stock Exchange or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

This Announcement is for information purposes only and shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell, issue, or subscribe for any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unauthorised or unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities law of any such jurisdiction.

Neither this Announcement, nor any copy of it, may be released or otherwise forwarded, distributed, transmitted or sent in or into the United States. This Announcement is not an offer of securities for sale in or into the United States. The New Ordinary Shares have not been and will not be registered under the US Securities Act 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, delivered, transferred, or taken up, 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 Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Company does not intend to register any portion of the Capital Raising in the United States or to conduct an offering of securities in the United States. The New Ordinary Shares are being offered and sold in "offshore transactions" as defined in, and in reliance on, Regulation S under the Securities Act.

This Announcement does not contain an offer or constitute any part of an offer to the public. This Announcement is not a "prospectus" within the meaning of Regulation 21(1) of the Public Offers and Admissions to Trading Regulations 2024 ("POATR") and a copy of it has not been, and will not be, delivered to any authority which could be a competent authority for the purpose of the Prospectus Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"). The contents of this Announcement have not been examined or approved by the London Stock Exchange, nor has it been approved by an "authorised person" for the purposes of Section 21 of the FSMA. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of the FSMA does not apply.

This Announcement is directed only at: (a) persons in member states of the European Economic Area who are qualified investors within the meaning of article 2(e) of the EU Prospectus Regulation, and (b) if in the United Kingdom, persons 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 are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in article 49(2) of the Order, and (ii) are qualified investors as defined in paragraph 15 of Part 2 of Schedule 1 of the POATR, and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (all such persons together being referred to as "Relevant Persons"). Any investment in connection with the Placing will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this Announcement or any of its contents.

This document does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the "Israeli Securities Law"), and has not been filed with or approved by the Israel Securities Authority. In Israel, this document is being distributed only to, and is directed only at, and any offer of the Placing Shares is directed only at: (i) a limited number of persons in accordance with the Israeli Securities Law, and (ii) investors listed in the first addendum (the "Addendum") to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and 'qualified individuals', each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

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 Joint Bookrunners (apart from the responsibilities or liabilities that may be imposed by the FSMA or other regulatory regime established thereunder) or by any of their respective affiliates or agents 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 interested party or its advisers, and any liability therefor is expressly disclaimed.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser, joint bookrunner and joint broker for the Company and for no-one else in connection with the Placing, and Canaccord will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as joint bookrunner and joint broker for the Company and for no-one else in connection with the Placing and Peel Hunt will not be responsible to anyone other than the Company for providing protections afforded to its customers or for providing advice to any other person in relation to the Placing or any other matter referred to herein.

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

The Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The New Ordinary Shares to which this Announcement relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the New Ordinary Shares should conduct their own due diligence, analysis and evaluation of the business and data described in this Announcement, including the New Ordinary Shares. The pricing and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as financial, legal, business or tax advice. If you do not understand the contents of this Announcement you should consult an authorised financial adviser, legal adviser, business adviser or tax adviser for financial, legal, business or tax advice.

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

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS REGARDING THE PLACING AND OPEN OFFER

Each of the times and dates in the table above is indicative only and may be subject to change. If any of the details contained in the timetable above should change, the revised times and dates will be notified by means of an announcement through a Regulatory Information Service. References to times are to London time unless stated otherwise. The timetable above assumes that the placing agreement becomes unconditional in all respects with respect to Admission and is not terminated in accordance with its terms by the Joint Bookrunners. Further details on the timetable in relation to the Open Offer will be announced by the Company in due course and included in the Circular.

FURTHER DETAILS OF THE PLACING

Details of the Placing Agreement

The Company and the Joint Bookrunners have today entered into an agreement with respect to the Placing (the "Placing Agreement") under which, on the terms and subject to the conditions set out therein, the Joint Bookrunners have agreed (severally and not jointly or jointly and severally) to use their respective reasonable endeavours, as agents of the Company, to procure Placees for the Placing Shares in such number, if any, as may be agreed between the Joint Bookrunners and the Company and recorded in the executed terms of sale (the "Terms of Sale"). The Joint Bookrunners shall be under no obligation to subscribe or pay for any Placing Shares for which they were unable to procure subscribers and/or in respect of which payment is not made by Placees.

Pursuant to the terms of the Placing Agreement, the Placing is subject to certain conditions (including, inter alia, Admission). The issue of the Placing Shares is to be effected by way of a cash box placing. In accordance with the Placing Agreement and a subscription and transfer agreement entered into between the Company, JerseyCo and Canaccord, the Company will allot and issue the Placing Shares on a non pre-emptive basis to Canaccord, as bare nominee for the Placees (pending transfer of legal title to the Placees through CREST), in consideration for the transfer to the Company by Canaccord of certain shares which it holds in JerseyCo. Accordingly, instead of receiving cash as consideration for the issue of the Placing Shares, the Company will, conditional on Admission and following the conclusion of the Placing, own all of the issued share capital of JerseyCo, whose only asset will be its cash reserves, which will represent an amount approximately equal to the net proceeds of the Placing. By taking up or purchasing Placing Shares under the Placing and submitting a valid payment in respect thereof, the Placee is thereby instructing Canaccord and/or Peel Hunt (as applicable) to hold such payment and in the case of Placees procured by Peel Hunt, to the transfer by Peel Hunt of the net Placing proceeds to Canaccord and: (i) to the extent of a successful application under the Placing, to apply such payment on behalf of Canaccord solely for Canaccord to subscribe (as principal) for redeemable preference shares in JerseyCo; and (ii) to the extent of an unsuccessful application under the Placing, Canaccord and/or Peel Hunt (as applicable) to return the relevant payment without interest to the applicant. The Joint Bookrunners also have the right to terminate the Placing Agreement in certain circumstances. Further details of the Placing Agreement are set out below.

Conditions of the Placing

The Placing is conditional upon, among other things, the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are conditional on, among other things:

(a)         the Joint Bookrunners and the Company entering into the Terms of Sale;

(b)        there having been no breach, in the opinion of either Joint Bookrunner acting in good faith, by the Company or JerseyCo of any of their obligations under the initial subscription and option agreement or the subscription and transfer agreement before Admission;

(c)         in the opinion of either Joint Bookrunner, acting in good faith, there having been no material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting,  the condition (financial, operational, legal or otherwise), earnings, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;

(d)        in the opinion of either Joint Bookrunner, acting in good faith, the warranties, undertakings and covenants on the part of the Company contained or referred to in the Placing Agreement being true, accurate and not misleading as at the date of the Placing Agreement, the date of the Terms of Sale and the date of Admission, as though they had been given and made on the relevant date by reference to the facts and circumstances then subsisting; and

(e)         Admission taking place by not later than 8.00 a.m. (London time) on 2 September 2026 (or such later time and/or date as the Joint Bookrunners may agree with the Company being no later than 8.00 a.m. (London time) on the Long Stop Date).

The Joint Bookrunners may, in their absolute discretion and on such terms as each Joint Bookrunner thinks appropriate, waive fulfilment, in whole or in part, of any or all of the conditions in the Placing Agreement by giving notice in writing to the Company. The Company and the Joint Bookrunners may agree in writing to extend the time by which any of the Conditions may be fulfilled. Any such waiver by the Joint Bookrunners will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the conditions contained in the Placing Agreement are not fulfilled or waived by the Joint Bookrunners by the time or date specified (or such later time and/or date as the Company and the Joint Bookrunners may agree); or (ii) any of such conditions become incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below under "Termination of the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Neither the Company, Canaccord, Peel Hunt, nor any of their respective affiliates, agents, directors, officers, consultants or employees, shall have any liability, whether in contract, tort or otherwise, to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners and the Company. Placees will have no rights against Canaccord, Peel Hunt, the Company or any of their respective members, directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Lock-up

As part of the Placing, the Company has undertaken, subject to certain customary agreed exceptions, that it will not, among other things, directly or indirectly, offer, issue, allot, lend, mortgage, assign, charge, pledge, sell or contract to sell or issue, issue options in respect or otherwise dispose of, directly or indirectly, or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as the foregoing in respect of any Ordinary Shares in the period from the date of this Announcement until 120 days after Admission without the prior written consent of the Joint Bookrunners.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the undertaking by the Company in respect of a transaction which would otherwise be subject to the lock-up under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consult with, Placees and that the Joint Bookrunners shall have no liability to Placees whatsoever in connection with any such exercise of their power to grant such consent.

Termination of the Placing Agreement

The Joint Bookrunners are entitled, at any time prior to Admission, to terminate the Placing Agreement in accordance with its terms by giving notice in writing to the Company in certain circumstances, including in the event of, inter alia: (i) any of the warranties of the Company contained in the Placing Agreement in the opinion of either Joint Bookrunner, acting in good faith, not being or ceasing to be true, accurate or not misleading; (ii) in the opinion of either Joint Bookrunner, acting in good faith, any statement contained in certain documents issued, or entered into, by the Company in connection with the Placing being or becoming untrue or inaccurate in any material respect or is or becomes misleading (or any matter having arisen which would constitute an omission from such documents), in each case which either Joint Bookrunner considers to be material in the context of the Placing, the Placing Shares, Admission or any other transaction contemplated by the Placing Agreement; (iii) in the opinion of either Joint Bookrunner, acting in good faith, there having been a breach by the Company and/or JerseyCo with any of their obligations under the initial subscription and option agreement or the subscription and transfer agreement; (iv) the application for Admission being withdrawn and/or refused by the London Stock Exchange; (v) the occurrence, in the opinion of either Joint Bookrunner  acting in good faith, of a material adverse effect or change in, or any development or matter reasonably likely to give rise to or involve a material adverse effect or change, in or affecting the condition (financial, operational, legal or otherwise) earnings, business affairs, assets, results of operations or prospects of any member of the Group, whether or not arising in the course of business and whether or not foreseeable at the date of the Placing Agreement; (vi) the occurrence of certain force majeure events which make it, in the judgement of either Joint Bookrunner, acting in good faith, impracticable or inadvisable to market the Ordinary Shares or to enforce contracts for the sale of the Ordinary Shares; or (vii) the cancellation or suspension by the London Stock Exchange of trading in the Company's securities.

Upon such termination, the Company and the Joint Bookrunners shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the Placing Agreement and the Placing will not proceed.

By participating in the Placing, Placees agree that the exercise or non-exercise by either Joint Bookrunner of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of each of the Joint Bookrunners and that neither of the Joint Bookrunners need make any reference to the Placees prior to such exercise and that neither of the Joint Bookrunners nor their respective affiliates or their or their respective affiliates' agents, members, directors, officers or employees, respectively, shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

Details of the Placing Shares

The Placing Shares have been 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 of the Company after the date of issue of the Placing Shares, save that the Placing Shares will not carry an entitlement to participate in the Open Offer.

DEFINITIONS

Appendix

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX (TOGETHER, 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 ("EEA"), PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 (THE "EEA PROSPECTUS REGULATION"); AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF UK PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("UK POATR") AND (II) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER") OR FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (C) TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). 

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ROCKHOPPER EXPLORATION PLC (THE "COMPANY").

IN PARTICULAR, THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, TAKEN UP, RESOLD TRANSFERRED OR DELIVERED 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. NO PUBLIC OFFERING OF THE PLACING SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

The Announcement (including this Appendix) does not constitute a prospectus under the Israeli Securities Law, 5728-1968 (the "Israeli Securities Law"), and has not been filed with or approved by the Israel Securities Authority. In Israel, the Announcement (including this Appendix) is being distributed only to, and is directed only at, and any offer of the Placing Shares is directed only at: (i) a limited number of persons in accordance with the Israeli Securities Law, and (ii) investors listed in the first addendum (the "Addendum") to the Israeli Securities Law, consisting primarily of joint investment in trust funds, provident funds, insurance companies, banks, portfolio managers, investment advisors, members of the Tel Aviv Stock Exchange, underwriters, venture capital funds, entities with equity in excess of NIS 50 million and 'qualified individuals', each as defined in the Addendum (as it may be amended from time to time), collectively referred to as qualified investors (in each case, purchasing for their own account or, where permitted under the Addendum, for the accounts of their clients who are investors listed in the Addendum). Qualified investors are required to submit written confirmation that they fall within the scope of the Addendum, are aware of the meaning of same and agree to it.

THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN THE UNITED KINGDOM OR ELSEWHERE. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE PLACING. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.

Neither the Company, Canaccord Genuity Limited ("Canaccord") nor Peel Hunt LLP ("Peel Hunt"), nor any of their respective affiliates, agents, directors, officers, consultants or employees, makes any representation or warranty (whether express or implied) to persons who are invited to and who choose to participate in the placing ("Placees") of new Ordinary Shares (as defined below) in the capital of the Company of nominal value of £0.01 (the "Placing Shares") (the "Placing") regarding an investment in the Placing Shares 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 Placing Shares.

The Company is also seeking to raise additional funds through an open offer as described in the Announcement (the "Open Offer") pursuant to which new Ordinary Shares will be offered to existing Shareholders at the Issue Price (as defined below). For the avoidance of doubt, subscription for Placing Shares under the Placing will not carry any entitlement to acquire and/or purchase new Ordinary Shares under the Open Offer.

For the purposes of this Appendix, Canaccord and Peel Hunt are each a "Joint Bookrunner" and together the "Joint Bookrunners".

By participating in the Placing, Placees will be deemed to have read and understood this Announcement, including this Appendix, in its entirety, and to be participating, making an offer and acquiring the Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgments and undertakings contained herein.

In particular each such Placee represents, warrants, undertakes, agrees and acknowledges that:

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

2           it and any account for which it is acting, is and, at the time the Placing Shares are acquired, will be 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 ("Regulation S"); 

3           it is acquiring Placing Shares for its own account or is acquiring Placing Shares for an account with respect to which it exercises sole investment discretion, and not with a view to distribution, and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

4           if it is a financial intermediary, as that term is used in Article 2(d) of the EU Prospectus Regulation or the UK POATR, as applicable, 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 Relevant Persons in a member state of the EEA or in the UK, as applicable, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; and

5           the Company and the Joint Bookrunners will rely upon the truth and accuracy of and compliance with the foregoing representations, warranties, undertakings, acknowledgements and agreements. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which the Placing Shares will be issued. A Placee shall, without limitation, become so bound if either Joint Bookrunner confirms to such Placee its allocation of Placing Shares.

The distribution of this Announcement and the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by the Joint Bookrunners or any of its or their respective affiliates or any of its or their respective agents, directors, officers or employees which would, or is intended to, permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any country or jurisdiction where any such action for that purpose is required. The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, dissemination, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

The Placing Shares

The Placing Shares have been duly authorised and 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 the ordinary shares of the Company (the "Ordinary Shares") after the date of issue of the Placing Shares, save that the Placing Shares will not carry an entitlement to participate in the Open Offer.

Applications for admission to trading

Applications will be made for the Placing Shares to be admitted to the London Stock Exchange's AIM market ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. (London time) on 2 September 2026 (or on such later date as may be agreed between the Company and the Joint Bookrunners being no later than the Long Stop Date) and that dealings in the Placing Shares will commence at that time.

Bookbuild 

The Joint Bookrunners will commence with immediate effect a bookbuilding process in relation to the Placing (the "Bookbuild") to establish demand for participation in the Placing by Placees at an issue price of 70 pence per Placing Share (the "Issue Price"). This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. 

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

Participation in, and principal terms of, the Placing

1.  Canaccord and Peel Hunt are acting severally, and not jointly, or jointly and severally, as Joint Bookrunners and agents of the Company in connection with the Placing. 

2.  Participation in the Placing will only be available to Relevant Persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their affiliates may, acting as investors for their own account acquire Placing Shares in the Placing.

3.  The Placing shall be conducted by way of a bookbuild to establish the number of Placing Shares to be allocated to Placees, which will comprise their allocation of Placing Shares.

4.  The Bookbuild will commence on the release of this Announcement and is expected to remain open no later than 7:00 a.m. BST on 28 August 2026, however this remains subject to change at the discretion of the Joint Bookrunners (in consultation with the Company). The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

5.  The number of Placing Shares to be issued will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The number of Placing Shares to be issued will be announced by the Company via a Regulatory Information Service ("RIS") following the completion of the Bookbuild (the "Placing Results").

6.  To bid in the Bookbuild, Placees should communicate their bid by telephone and/or in writing to their usual sales contact at Canaccord or Peel Hunt. Each bid should state the number of Placing Shares which the prospective Placee wishes to acquire and/or purchase at the Issue Price. Bids may also be scaled down by the Joint Bookrunners on the basis referred to in paragraph 10 below.

7.  A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Joint Bookrunners, will not be capable of variation or revocation after the time at which it is submitted.

8.  Each prospective Placee's allocation will be determined by the Company in its absolute discretion (following consultation with the Joint Bookrunners) and will be confirmed orally or in writing by one of the Joint Bookrunners (each as agent for the Company) following the close of the Bookbuild and a trade confirmation or contract note will be despatched thereafter. This oral or written confirmation from a Joint Bookrunner to a Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of Canaccord, Peel Hunt and the Company to acquire and/or purchase the number of Placing Shares allocated to it at the Issue Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association. The terms and conditions of this Announcement will be deemed to be incorporated in that trade confirmation, contract note or such other (oral or written) confirmation and will be legally binding on the Placee on behalf of which it is made. All obligations under the Bookbuild and Placing will be subject to fulfilment of the conditions referred to in the Announcement above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to in the Announcement above under "Termination of the Placing Agreement".

9.  Each Placee participating in the Bookbuild will have an immediate, separate, irrevocable and binding obligation owed to the Joint Bookrunners, as agents for the Company, to pay in cleared funds at the relevant time in accordance with the requirements set out below under "Registration and Settlement", 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.

10.  The Joint Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined by the Company (having consulted with the Joint Bookrunners) and may scale down any bids for this purpose on such basis as the Company may in its absolute discretion determine. The Joint Bookrunners may also, notwithstanding paragraphs 6 and 9 above, (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (with the agreement of the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing, in agreement with the Joint Bookrunners. As noted above, the Company will release an announcement following the close of the Bookbuild, detailing the aggregate number of Placing Shares to be issued.

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

12.  Completion of the Placing will be subject to the fulfilment of the conditions referred to in the Announcement above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to in the Announcement above under "Termination of the Placing Agreement". In the event that the Placing Agreement does not become unconditional in any respect or is terminated, the Placing will not proceed.

13.  By participating in the Bookbuild, each Placee will agree 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, and is not subject to any further conditions or requirements other than those set out in this Announcement or the Placing Agreement.

14.  To the fullest extent permissible by law, neither Canaccord nor Peel Hunt nor any of their respective affiliates, agents, directors, officers, consultants or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise) in connection with the Placing or the Bookbuild. In particular, none of the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers, consultants or employees shall have any liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of the relevant Joint Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

No prospectus

No offering document or prospectus has been or will be submitted to be approved by the UK Financial Conduct Authority (the "FCA") or any other regulator in relation to the Bookbuild or the Placing and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) which has been released by the Company today and any information publicly announced to a RIS by or on behalf of the Company prior to or on the date of this Announcement and subject to the further terms set forth in the contract note or trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Bookbuild and the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company, or the Joint Bookrunners other than publicly available information and neither of the Joint Bookrunners or the Company nor any person acting on their behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Bookbuild and the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission of the Placing Shares will take place within the systems administered by Euroclear UK & International Limited ("CREST"). Settlement of the Placing Shares will be on a delivery versus payment basis. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. Subject to certain exceptions, the Joint Bookrunners and the Company reserve the right to require settlement and delivery of the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary or in certificated form if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the relevant Placee's jurisdiction. 

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note or trade confirmation stating the number of Placing Shares to be allocated to it at the Issue Price, the aggregate amount owed by such Placee to Canaccord or Peel Hunt as appropriate and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions, as appropriate, that it has in place with the relevant Joint Bookrunner.

The Company will deliver the Placing Shares taken up by Placees to CREST account(s) operated by the Joint Bookrunners. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement through CREST will be from 8:00 a.m. (London time) on 2 September 2026 on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by Canaccord or Peel Hunt. 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.

Each Placee is deemed to agree that, if it does not comply with these obligations, Canaccord or Peel Hunt may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for its own account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for and shall indemnify the relevant Joint Bookrunner on demand for any shortfall below the aggregate amount owed by it for the Placing Shares and for any stamp duty or stamp duty reserve tax and any other similar or equivalent duties or taxes (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. Each Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which either of the Joint Bookrunners lawfully undertakes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If any of the Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation. Insofar as any of the Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees shall not be entitled to receive any fee or commission in connection with the Bookbuild or the Placing. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (together with interest and penalties) is payable in respect of the issue of the Placing Shares, none of the Joint Bookrunners or the Company shall be responsible for the payment thereof.

Representations and warranties

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, undertakes, acknowledges, confirms and agrees with the Company and each of the Joint Bookrunners, in each case as a fundamental term of its participation, that:

1          its commitment is made solely on the basis of publicly available information and subject to this Appendix and not on the basis of, and without reliance on, any other information, representation, warranty or statement given or made by or on behalf of the Company or the Joint Bookrunners at any time. It has not requested, and neither the Company, the Joint Bookrunners nor any of their respective affiliates, officers, directors, employees or agents has provided or is responsible for providing, any other material or information, and none of them will have any liability for any such other information or representation. It irrevocably and unconditionally waives any rights it may have in respect of any such other information or representation, save in the case of fraud or fraudulent misrepresentation;

2          it has carefully read and understands this Announcement, including this Appendix, in its entirety, and acknowledges that its acquisition of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein. It further agrees that these terms and conditions represent the whole and only agreement between it, the Company and the Joint Bookrunners in relation to its participation in the Placing and supersede any previous agreement between the parties in relation to such participation, and that all other terms, conditions, representations, warranties and statements which would otherwise be implied (by law or otherwise) are excluded;

3          it undertakes not to redistribute or duplicate this Announcement or any other document relating to the Placing, and it will be acquiring the Placing Shares for its own account as principal, or for a discretionary account or accounts (as to which it has the authority to make and do make the statements herein) for investment purposes only and not with a view to resale or distribution;

4          it acknowledges that no offering document or prospectus has been or will be prepared in connection with the Bookbuild, the Placing or the Placing Shares, and it has not received and will not receive a prospectus or other offering document in connection therewith;

5          it acknowledges that the content of this Announcement is exclusively the responsibility of the Company and its directors, and that neither the Joint Bookrunners nor any of their respective affiliates, agents, directors, officers, representatives, consultants or employees are responsible for, or shall have any liability in contract, tort or otherwise for, any information, representation or statement contained in this Announcement or otherwise previously or subsequently published by or on behalf of the Company (the "Exchange Information"), and will not be liable for its decision to participate in the Placing based on any such information, representation or statement. It further acknowledges that it has conducted and relied on its own investigation of the business, financial and other position of the Company and has made its own assessment of the relevant tax, legal, regulatory, currency and other considerations relevant to its investment, and that neither the Joint Bookrunners nor the Company has made any representation to it as to the accuracy, completeness or adequacy of the Exchange Information. Nothing in this paragraph excludes liability for fraudulent misrepresentation; 

6          it is not, and at the time the Placing Shares are acquired neither it nor the beneficial owner of the Placing Shares will be, a national or resident of, or a corporation, partnership or other entity organised under the laws of, the United States, Australia, Canada, Japan or the Republic of South Africa, or a citizen, resident or national of any other state or jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares (each a "Restricted Territory"). It acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of the United States or any state thereof or any other Restricted Territory and, subject to limited exceptions, may not be offered, sold, exercised, renounced, pledged, transferred, delivered or distributed, directly or indirectly, in or into any Restricted Territory or to or for the benefit of any person resident therein;

7          it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement or any other offering materials concerning the Placing or the Placing Shares to any person within a Restricted Territory or any other jurisdiction in which it would be unlawful to do so, nor will it do so;

8          it is not acting on a non-discretionary basis for the account or benefit of any person located within the United States or any other Restricted Territory, and it is not acquiring the Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States or any other Restricted Territory;

9          the Placing Shares have not been and will not be registered under the US Securities Act, or with any securities regulatory authority of any state or jurisdiction of the United States, and may be offered, sold, exercised, pledged or otherwise transferred, directly or indirectly, into or within the United States only in transactions not subject to, or exempt from, registration under the US Securities Act and in compliance with applicable state securities laws. It, and any account for which it is acting, is located outside the United States and is acquiring the Placing Shares in an "offshore transaction", as defined in and conducted in accordance with Regulation S, for investment purposes and not with a view to their distribution directly or indirectly in the United States, and the Placing Shares were not offered to it by means of "directed selling efforts", as defined in Regulation S;

10         if it is within the United Kingdom, it is a person: (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5), or (ii) a person who falls within Article 49(2)(a) to (d), of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), and in either case of (i) or (ii) also constitutes a UK Qualified Investor or (iii) to whom this Announcement may otherwise lawfully be communicated or it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, it is a person to whom the Placing Shares may be lawfully offered under that other jurisdiction's laws and regulations and are 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;

11         it is not acting as, nor as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 or equivalent legislation or regulation;

12         if it is a resident of Israel or received this offer pursuant to an offer made to it in Israel, it is a person that is a "Qualified Investor" under the Israeli Securities Law and has delivered a declaration that it falls within the scope of the Addendum to either of the Joint Bookrunners accordingly. To the extent that it is not a "Qualified Investor" and has not delivered such declaration to either of the Joint Bookrunners, it acknowledges and agrees that the Company and the Joint Bookrunners reserve the right to accept or reject your application in their sole discretion;

13         it will (or will procure that its nominee will), if applicable, make notification to the Company of its (or its nominee's) interest in its ordinary shares in accordance with Rule 5 of the Disclosure Guidance and Transparency Rules issued by the FCA and made under Part VI of FSMA and the memorandum and articles of association of the Company;

14         it acknowledges that the issue to it, or the person specified by it for registration as holder, of the Placing Shares 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 the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service. It is not, and is not acting as nominee or agent for, a person who is or may be liable to stamp duty or SDRT under any of those sections, no instrument under which it acquires and/or purchases (as the case may be) Placing Shares (whether as principal, agent or nominee) will be subject to stamp duty or SDRT at the increased rates referred to in those sections, and it is liable for all and any stamp duty or SDRT and any related costs, fines, penalties and interest arising in respect of the delivery and settlement of its Placing Shares. The person whom it specifies for registration as holder of the Placing Shares will be (i) itself, (ii) its nominee, or (iii) a person for whom it is contracting as agent or nominee, and none of the Company, the Joint Bookrunners or any of their respective affiliates will be responsible for any liability to stamp duty, SDRT or other similar duties or taxes resulting from a failure to observe this requirement. It agrees to indemnify the Joint Bookrunners and the Company in respect of the same (together with all related costs, losses, claims, liabilities, penalties, interest, fines and expenses, including legal fees) on an after-tax basis;

15         it is 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 the acknowledgments, representations and agreements herein on behalf of each such person; (ii) it exercises sole investment discretion as to each such person's account; and (iii) it is and will remain liable to the Joint Bookrunners 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);

16         it and any person acting on its behalf has capacity and authority and is otherwise entitled to acquire the Placing Shares under the laws of all relevant jurisdictions which apply to it, has fully observed such laws, and has obtained all necessary governmental and other consents, permits, authorisations and approvals and complied with all necessary formalities and paid any issue, transfer or other taxes due in connection with its application for, and acceptance of, the Placing Shares. It has not taken, and will not take, any action which will or may result in the Company, the Joint Bookrunners or the Company's registrar (the "Registrar"), or any of their respective directors, officers, agents or employees, acting in breach of any legal or regulatory requirement of any territory in connection with the Placing, and its subscription for and purchase of the Placing Shares will comply with applicable laws and regulations in the jurisdiction of its residence, the Company's residence, or otherwise. It 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, where it is acting on behalf of another person, all necessary consents and authorities to agree to these terms on that person's behalf) and will honour such obligations;

17         it has complied and will comply in all respects with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation (EU) No.596/2014 ("EU MAR"), EU MAR as it forms part of UK domestic law ("UK MAR"), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), 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, the Money Laundering Sourcebook of the FCA, the US Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, as amended, and any other applicable anti-money laundering, counter-terrorist financing or anti-corruption laws or regulations (together, the "AML and Anti-Corruption Laws"). If making payment on behalf of a third party, satisfactory evidence has been obtained and recorded by it to verify that third party's identity as required by applicable law, and it accepts full responsibility for any such verification requirement. Neither it nor any of its officers, directors, agents or affiliates is or has been in breach of any applicable AML and Anti-Corruption Laws, and it has implemented and maintains policies and procedures designed to promote and achieve compliance with the AML and Anti-Corruption Laws and will continue to do so;

18         it acknowledges that, due to anti-money laundering requirements and the countering of terrorist financing, the Joint Bookrunners and the Company may require proof of identity and verification of the source of payment before its application can be processed, and that, in the event of delay or failure by it to produce information required for verification purposes, the Joint Bookrunners and the Company may refuse to accept its application and the subscription monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and the Company against any liability, loss or cost arising from the failure to process its application if requested information has not been provided by it in a timely manner;

19         all funds used for its (or its nominee's) acquisition of the Placing Shares are from legitimate sources and do not constitute proceeds of criminal conduct or terrorism financing prohibited by any AML and Anti-Corruption Law or Sanctions (as defined below), nor will such funds in any manner cause it, the Company or the Joint Bookrunners to be in breach of any such law or Sanctions;

20         neither it nor any of its officers, directors, affiliates or subsidiaries is or has been: (a) a Restricted Party; (b) in breach of any Sanctions; (c) subject to or involved in any action, claim, suit, proceeding, formal notice, investigation or settlement in connection with any Sanctions by any Sanctions Authority, nor is it aware of any circumstance likely to give rise to any of the foregoing; (d) directly, or to the best of its knowledge and belief having made due and careful inquiry, indirectly engaged in any transaction, activity or conduct with or for the benefit of a Restricted Person that could result in a breach of Sanctions; (e) directly or indirectly engaged in any transaction, activity or conduct that evades, avoids or violates, or attempts to evade, avoid or violate, any Sanctions; or (f) directly or indirectly engaged in any transaction, activity or conduct that would result in it or any of its officers, directors, affiliates or subsidiaries becoming a Restricted Party or otherwise being in breach of Sanctions;

21         for the purposes of these representations,

"Restricted Party" means a person: (i) listed on a Sanctions List, or directly or indirectly owned or otherwise controlled by any one or more persons listed on a Sanctions List; (ii) located or resident in, or incorporated or organised under the laws of, a Sanctioned Territory; or (iii) otherwise a subject of Sanctions;

"Sanctioned Territory" means a country, region or territory that is the subject of country-wide, region-wide or territory-wide Sanctions;

"Sanctions" means the economic or financial sanctions laws, regulations, trade embargoes or other restrictive measures enacted, administered, implemented and/or enforced from time to time by any of the following (and including through any relevant Sanctions Authority): (i) United Nations, (ii) the European Union, (iii) the government of the United States of America and (iv) the government of the United Kingdom;

"Sanctions Authority" means any agency or person duly appointed, empowered or authorised to enact, administer, implement and/or enforce Sanctions, including (without limitation) OFAC, the United States Department of State, the United States Department of Commerce and His Majesty's Treasury; and

"Sanctions List" means any list of designated sanctions targets maintained by a Sanctions Authority from time to time;

22         it has implemented and maintains policies and procedures designed to promote and achieve compliance with applicable Sanctions, and it will notify the Company and the Joint Bookrunners promptly, and in any event within three Business Days, if: (1) it or any of its officers, directors, affiliates or subsidiaries becomes a Restricted Person; (2) it becomes aware of a potential Sanctions breach by it or any of its officers, directors, affiliates or subsidiaries; or (3) it becomes subject to or involved in any action, claim, suit, proceeding, formal notice, investigation or settlement in connection with any Sanctions by any Sanctions Authority, or becomes aware of any circumstance likely to give rise to any of the foregoing;

23         in making its decision to acquire and/or purchase the Placing Shares it has knowledge and experience in financial, business and international investment matters sufficient to evaluate the merits and risks of doing so. It confirms that it is experienced in investing in securities of this nature in this sector, is aware that it may be required to bear, and is able to bear, the economic risk of participating in the Placing, and is able to sustain a complete loss in connection therewith. It confirms that it has relied on its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing (including the merits and risks involved), and not upon any view expressed by or on behalf of the Joint Bookrunners, that it has had sufficient time to consider and conduct its own investigation with respect to its investment (including all relevant legal, regulatory, tax, business, currency and other economic and financial considerations), and that it will not look to the Company, the Joint Bookrunners or any of their respective affiliates for all or part of any loss it may suffer in connection with the Placing;

24         unless the following paragraph applies to it, it has neither received nor relied on any "inside information" as defined in the Market Abuse Regulation, including any confidential price-sensitive information concerning the Company, in accepting an invitation to participate in the Placing;

25         if it has received any inside information (for the purposes of the Market Abuse Regulation and section 56 of the Criminal Justice Act 1993) in relation to the Company and its securities in advance of the Placing, it confirms that it has not: (a) dealt or attempted to deal in the securities of the Company; (b) encouraged, recommended or induced another person to deal in the securities of the Company; or (c) unlawfully disclosed inside information to any person, in each case prior to the information being made publicly available;

26         if it is a financial intermediary (as that term is used in Article 2(d) of the EU Prospectus Regulation or the UK POATR, as applicable), any Placing Shares acquired and/or purchased by it in the Placing will not be acquired and/or purchased 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 Relevant Persons in a member state of the EEA or in the UK, as applicable, save with the Joint Bookrunners' prior consent;

27         it acknowledges any offer of Placing Shares may only be directed at persons in member states of the EEA and in the UK who are "Qualified Investors" and it represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placing Shares to persons (a) in the EEA 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 EU Prospectus Regulation and (b) persons in the United Kingdom, except to Qualified Investors or other-wise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of the POATR and section 85(1) of FSMA;

28         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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) FSMA does not require approval of the communication by an authorised person, and it has complied and will comply with all applicable provisions of FSMA in relation to anything done by it in relation to the Placing in, from or otherwise involving the United Kingdom;

29         neither the Company nor the Joint Bookrunners are making any recommendation to it, nor advising it, regarding the suitability or merits of its participation in the Placing or of entering into any transaction in connection with it, or providing advice in relation to the Placing, and it is not and will not be a client of the Joint Bookrunners for these purposes. The Joint Bookrunners do not have any duties or responsibilities similar or comparable to the duties of "best execution" or "suitability" imposed by the FCA's Conduct of Business Sourcebook to it or its clients, and none of the Joint Bookrunners will be responsible for providing to it the protections afforded to their respective clients or customers;

30         it acknowledges that it may not rely on any investigation that the Joint Bookrunners or any person acting on their behalf may or may not have conducted with respect to the Company and its affiliates or the Placing, and that the Joint Bookrunners have not made any representation or warranty to it, express or implied, as to the merits of the Placing, the subscription for or purchase of the Placing Shares, or as to the condition (financial or otherwise) of the Company and its affiliates, or as to any other matter relating thereto, and that nothing herein shall be construed as a recommendation to it to acquire and/or purchase Placing Shares;

31         it acknowledges that, in connection with the Placing, the Joint Bookrunners and their respective affiliates acting as an investor for their own account may take up Placing Shares and may retain, purchase or sell for their own account such shares or other securities of the Company or related investments, and may offer or sell such securities otherwise than in connection with the Placing, without any obligation to disclose the extent of such investment or transactions save as required by law or regulation;

32         the exercise or non-exercise by the Joint Bookrunners of any right, discretion or right of termination under the Placing Agreement shall be within their absolute discretion, and the Joint Bookrunners need not make any reference to Placees and shall have no liability to it whatsoever in connection with any decision to exercise or not exercise, or otherwise in respect of, any such right (including any decision to extend time, waive in full or in part the satisfaction of any condition, or terminate the Placing Agreement), and all times and dates referred to in this Announcement are subject to adjustment accordingly. It accepts that if the Placing does not proceed, or the relevant conditions to the Placing Agreement are not satisfied for any reason, none of the Company, the Joint Bookrunners or any persons controlling, controlled by or under common control with them, nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person, and it has no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;

33         it acknowledges that it shall have no claim against a Joint Bookrunner other than in the case of fraud on its part (and to the extent permitted by the rules of the FCA), and it irrevocably waives any and all other such claims (save as excluded herein) howsoever arising;

34         it acknowledges that it shall have no claim against the Company other than pursuant to the terms of this Appendix, or in the case of fraud, fraudulent misrepresentation, gross negligence, deceit or wilful or dishonest misrepresentation, and it irrevocably waives any and all other such claims (save as excluded herein) howsoever arising;

35         its participation in the Placing would not give rise to an obligation on it, or any person with whom it is acting in concert, to make an offer pursuant to Rule 9 of the City Code on Takeovers and Mergers;

36         its acquisition or purchase of Placing Shares does not trigger, in the jurisdiction in which it is resident or located: (i) any obligation to prepare or file a prospectus or similar document or other report; (ii) any disclosure or reporting obligation of the Company; or (iii) any registration or other obligation on the part of the Company;

37         where applicable, it is the registered holder and/or beneficial owner of (or is otherwise able to exercise or procure the exercise of all rights, including voting rights, attaching to) its existing ordinary shares in the capital of the Company;

38         it accepts that the allocation of Placing Shares shall be determined by the Company in its absolute discretion (following consultation with the Joint Bookrunners), and that any allocation will represent the maximum number of Placing Shares which it will be entitled and required to acquire and/or purchase, and that the Joint Bookrunners may call upon it to acquire and/or purchase a lower number, but in no event in aggregate more than that maximum;

39         its commitment to acquire and/or purchase Placing Shares on the terms set out in this Appendix and in the contract note or trade confirmation will continue notwithstanding any future amendment to the terms of the Placing, and it will have no right to be consulted or to require that its consent be obtained in respect of any such amendment;

40         where it is subscribing for Placing Shares as a fiduciary or agent for one or more discretionary, advisory or investor accounts, it is authorised in writing for each such account (i) to acquire and/or purchase Placing Shares, (ii) to make, and it does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on that account's behalf, and (iii) to receive on behalf of each such account any documentation relating to the Placing provided by the Company and/or the Joint Bookrunners, and it agrees that this paragraph shall survive any resale of the Placing Shares by or on behalf of any such account;

41         it acknowledges and agrees that the Company and/or the Joint Bookrunners may hold and process personal data (as defined in the UK GDPR) relating to past and present shareholders, including information provided by it to the Company or the Registrar, which may be stored on the Registrar's computer systems and in hard copy, for the purposes of: (a) processing its personal data as required by or in connection with its holding of Placing Shares, including in connection with credit and money laundering checks; (b) communicating with it in connection with its affairs and its holding of Placing Shares; (c) providing personal data to such third parties as may be considered necessary in connection with its affairs and its holding of Placing Shares, or as data protection law may require, including to third parties outside the United Kingdom or the EEA; (d) providing such personal data to the Company's and the Joint Bookrunners' respective affiliates for processing, notwithstanding that any such party may be outside the United Kingdom or the EEA; and (e) the Company's and/or the Joint Bookrunners' internal administration. It represents and warrants that it has obtained the consent of any data subjects to the Company and its Registrar and its associates and such other holding and use of their personal data for these purposes, including the explicit consent of data subjects to the processing of any sensitive personal data referred to in sub-paragraph (a) above;

42         there is no commission payable to acquirers and/or purchasers of the Placing Shares;

43         its name and the number of Placing Shares to be acquired and/or purchased by it may be disclosed if, and only to the extent, required by law or by any applicable rules or regulations, including the rules of AIM and the London Stock Exchange;

44         all notices, remittances and documents will be sent to it (or its agent) at its own risk, and time shall be of the essence as regards its obligations under the Placing, including as to settlement of payment for the Placing Shares;

45         it acknowledges that the Joint Bookrunners, the Company and their respective affiliates and others will rely upon the truth and accuracy of the representations, warranties and acknowledgements set out in this Appendix, which are given to the Joint Bookrunners on their own behalf and to the Company on its own behalf and are irrevocable, and it agrees that if any such representation or warranty is no longer accurate it shall promptly notify the Joint Bookrunners and the Company. It irrevocably authorises the Joint Bookrunners and the Company to produce this Appendix pursuant to, in connection with, or as may be required by, any applicable law or regulation, or any administrative or legal proceeding or official inquiry with respect to the matters set out herein;

46         it will indemnify on an after-tax basis and hold the Joint Bookrunners, the Company and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix, and agrees that the provisions of this Appendix shall survive completion of the Placing; and

47         it undertakes (for itself and any other person for whom it is acquiring and/or purchasing (as the case may be) Placing Shares) to the Joint Bookrunners and the Company that it will not take up or acquire and/or purchase any new ordinary shares pursuant to the Open Offer (as such term is defined in the Announcement in respect of (a) any basic entitlement of ordinary shares available to it in its capacity as a shareholder of the Company, or (b) any excess allotment facility made available in accordance with the terms of the Open Offer (but without prejudice to its right to participate in any such other future open offer made by the Company to its members following the period expiring on the one month anniversary of Admission).

The foregoing representations, warranties and confirmations are given for the benefit of the Company and the Joint Bookrunners and are irrevocable. Each Placee and any person acting on behalf of the Placee acknowledges that neither the Company nor either of the Joint Bookrunners owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

Miscellaneous

The rights and remedies of the Joint Bookrunners, the Registrar 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 and any person acting on behalf of each Placee acknowledges and agrees that a Joint Bookrunner or any of its affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that it has neither received nor relied on any 'inside information' (for the purposes of EU MAR, UK MAR and section 56 of the CJA) concerning the Company in accepting this invitation to participate in the Placing.

All references to time in this Announcement are to London time unless otherwise stated. All times and dates in this Announcement may be subject to amendment by the Joint Bookrunners (in their absolute discretion). The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, the Joint Bookrunners or their respective affiliates, agents, directors, officers and employees pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

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

In the case of a joint agreement to acquire and/or purchase Placing Shares under the Placing, references to a Placee in these terms and conditions are to each of the Placees who are a party to that joint agreement and their liability is joint and several.

Each Placee agrees 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. For the exclusive benefit of the Joint Bookrunners, the Company and the Registrar, each Placee irrevocably submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. 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 Joint Bookrunners 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.

The Joint Bookrunners and the Company expressly reserve the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before allocations are determined. The Placing is subject to the satisfaction of the conditions contained in the Placing Agreement and the Placing Agreement not having been terminated.

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 Joint Bookrunners or by any of their respective affiliates or agents 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 interested party or its advisers, and any liability therefore is expressly disclaimed.