Proposed Placing and Retail Offer

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

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES, IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

PLEASE SEE THE IMPORTANT NOTICES IN APPENDIX I AT THE END OF THIS ANNOUNCEMENT.

24 August 2026

Windar Photonics plc

("Windar" or the "Company")

Proposed Placing, Direct Subscription and Directors' Intended Participation to raise in aggregate not less than £4.0 million

Proposed Retail Offer to raise up to £0.2 million

Grant of Fundraise Warrants

Adjustment of GEM Warrants

Appointment of new Senior Independent Director

Windar (AIM: WPHO), the technology group that has developed a LiDAR wind sensor and software suite designed to monitor and optimise wind turbine performance across multiple turbine platforms, announces a proposed equity fundraise to raise not less than £4.0 million (before expenses) through the issue of new ordinary shares of 1 penny each in the Company (the "Ordinary Shares") at a price of 5.0 pence per Ordinary Share (the "Issue Price") (the "Fundraise").

The proposed Fundraise will comprise:

-       a placing of new Ordinary Shares by Zeus Capital Limited ("Zeus") as agent of the Company (the "Placing");

-       a direct subscription of new Ordinary Shares with the Company (the "Direct Subscription");

-   an intended participation by the Directors to raise approximately £0.9 million (the "Directors' Intended Participation") which is expected to be executed following announcement of the Company's audited financial results for the year ended 31 December 2025 ("FY25 Accounts") and thereby ending the current Closed Period of the Company (which is prohibiting the Directors from participating in the Placing or Direct Subscription); and

-       a retail offer to existing Shareholders to raise up to £0.2 million (the "Retail Offer").

The New Ordinary Shares will be issued at a price of 5.0 pence per Ordinary Share. No part of the Fundraise is being underwritten. For each and every Fundraising Share issued, a warrant to subscribe for one Ordinary Share will be issued with an exercise price of 10.0 pence each ("Fundraising Warrant"). The Fundraising Warrants will be exercisable for a period of three years from the date of issue of the Fundraising Warrants. At the option of the investor, the Fundraising Warrants can be issued in certificated form or in CREST, but they will not be admitted to trading on AIM. The Fundraising Warrants will be issued as soon as practicable following Admission once they have been admitted as a participating security in CREST.

Pursuant to the Company's share subscription facility agreement with GEM, the exercise price and number of GEM warrants already granted to GEM will be adjusted as a result of this Fundraising so as to maintain the value of these warrants to GEM. The actual price and quantum adjustments will not be known until the Fundraise has completed but the Board envisage that the exercise price of the GEM warrants will reduce from 75 pence to approximately 40 pence and an additional circa. 4.5m warrants will be issued. If the Fundraise is over-subscribed, the adjusted price will be lower than 40 pence and the number of additional warrants to be issued will be higher.

The Fundraise is conditional on, inter alia, the publication of the audited FY25 Accounts and the lifting of the suspension of the Company's Ordinary Shares from trading on AIM ("Suspension").

The Issue Price represents a discount of approximately 81 per cent. to the closing mid-market price on AIM of 26.5p per Ordinary Share on 17 June 2026, being the last day of trading in the Ordinary Shares on the London Stock Exchange prior to the Suspension.

The Company is offering existing shareholders the opportunity to participate in the Fundraise through the Retail Offer which is being conducted via the Bookbuild Platform. A separate announcement will be made regarding the Retail Offer and its terms. The Placing, Direct Subscription and Directors' Intended Participation are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing, the Direct Subscription or Directors Intended Participation.

Zeus is acting as Nominated Adviser to the Company and sole Broker and Bookrunner in connection with the Fundraise.

Background to and reasons for the Fundraise

On 17 June 2026, the Company announced the identification of potential accounting irregularities relating to revenue recognised in 2024 and 2025, concerning two Chinese distributors where the bona fide nature of the sales and underlying documentation required further investigation. As a result of these potential accounting irregularities, the annual accounts for the financial year to 31 December 2025 were not capable of being published by the 30 June 2026 deadline pursuant to Rule 19 of the AIM Rules. This, together with other factors regarding concerns with the Group's internal systems and controls and the financial condition and prospects of the Group, resulted in the Ordinary Shares being suspended from trading on AIM with effect from 10.30 a.m. on 17 June 2026.

The Board subsequently appointed Faegre Drinker Biddle & Reath LLP ("Faegre Drinker"), an independent law firm, to conduct an investigation into the potential accounting irregularities and to advise on the remediation of the Group's financial reporting systems, procedures and controls. As at the date of this Announcement, Faegre Drinker's investigation is substantially progressed but they are not yet in a position to issue their final report to the Company. Faegre Drinker has, however, verbally communicated to the Board that their work to date confirms the previous concerns of the Board regarding the accounting irregularities in both 2024 and 2025. Further details are set out below.

The Company also appointed Buzzacott Audit LLP as its new auditor.

As at the date of this Announcement, Buzzacott Audit LLP has not yet completed its audit of the Company's FY25 Accounts. The below summary financial results for FY25 and FY24 have been prepared by the Board. Whilst the Board does not expect the audited results to be materially different, there can be no guarantee that this will be the case. Following the investigation into potential accounting irregularities, the Board has also concluded that the recording of revenue in relation to two customers in China in the period FY23 to FY25 had not previously accorded with the satisfaction of contractual performance obligations as required under IFRS15. The timing of satisfaction of performance obligations over the period FY23 to end FY25 has been challenging to establish, but the Board has now concluded that a restatement of prior year revenues is required.

The Board currently anticipates that the audited FY25 Accounts will be published on or around 25 August 2026.

As at the date of this Announcement, the Board considers that the FY24 and FY25 accounting irregularities relate to how trade receivables and contractual liabilities were recorded in respect of the Group's Chinese distributor customers. Following a detailed, project-by-project reconciliation, informed by the Group's wider review of revenue recognition, the Board has determined that a Chinese trade receivable only arises for the amount due following a customer's final payment on installation that remains uncollected; cash received from customers ahead of that final payment is not a receivable. Applying that basis, amounts previously recognised as Chinese trade receivables  did not represent unpaid, completed sales. They were substantially cash already received and properly held as contract liabilities, together with balances that could not be traced to specific, named invoices.

As a result, revenue of €0.6 million originally recognised in FY23 has now been recognised in FY24. FY24 revenue has been restated from €4.5 million (as previously reported, reflecting the transfer of revenue from FY23) to €5.1 million, and FY25 revenue has been restated from €5.0 million (as previously reported) to €4.7 million. No write-off has been recognised in respect of Chinese trade receivables for FY25 (FY24: €nil) as a result of the revised revenues now having been recognised and restated in FY23 and FY24.

In respect of the indicated Chinese distributor revenues originally recognised in FY25, no evidence has been identified demonstrating these orders to be bona fide and, as a result, the Board considers that the associated revenue should not have been recognised. Inventory valued at €0.5 million was shipped from Denmark to China to satisfy these supposed orders, and this inventory remains in a bonded warehouse in China, available for the Company to use to satisfy future orders.

In addition, the Board has identified that a €656,000 provision for unrealised profit against Chinese finished-goods stock had been included within cost of sales in the FY25 draft Accounts. This has been reclassified as an exceptional item, which increases FY25 gross profit and gross margin but does not affect the Group's operating loss or loss after tax for the year, both of which are unchanged as a result of this reclassification.

Group inventory as at 30 June 2026 totalled €3.5 million, whilst net debt totalled €0.6 million.

In order to complete their audit of the FY25 Accounts, the auditors are required to consider and challenge the Directors' assessment of, and conclusions on, the Company's ability to continue as a going concern. The Directors' assessment is dependent on completion of the Fundraise. This necessitates the Fundraise preceding the publication of the Company's accounts. Once the accounts have been published, the Company will seek to lift the suspension of the Ordinary Shares from trading on AIM, followed by the admission to trading of the New Ordinary Shares on AIM.

Since his appointment on 1 June 2026, Andreas Berg Nielsen, CEO, together with the Board, has undertaken a detailed review of the Company's commercial position, customer relationships and cost base, and has developed a three-stage strategic plan to stabilise, then scale, the business including:  

•     strengthening financial governance, quality management and sales pipeline discipline in the near term;

•     reducing manual processes and building out the Company's commercial presence over the coming 18 months; and

•     executing the Company's growth strategy.

The Company has also commenced a cost reduction programme, whilst making a small number of key appointments, including a Director of Product Management, to deliver the strategic plan. The Board continue to believe that the underlying demand for Windar's technology and its addressable market opportunity remain unchanged, notwithstanding the near-term disruption to trading. Accordingly, the Directors have indicated they intend to invest approximately £0.9 million (in aggregate) in the proposed Fundraising.

In light of the Company's current working capital position, the Board has concluded that the Company requires additional funding both to provide a sufficient runway over the next 18 months and to invest in the delivery of its strategic plan. The Company is therefore proposing to raise not less than £4.0 million (before expenses) by way of the Fundraise described in this Announcement.

The Fundraise potentially qualifies for EIS and/or VCT relief. Assuming the Fundraise successfully raises not less than £4.0 million, a minimum of £2.0 million will be required for general working capital purposes (which is not EIS and/or VCT qualifying). The balance of the net proceeds of the Fundraise may qualify for EIS and/or VCT (further details set out in the section below entitled "EIS/VCT tax relief").

The publication of the FY25 Accounts is required before the Ordinary Shares can be restored to trading on AIM. The Board currently anticipates that the FY25 Accounts will be published and posted to Shareholders on or by 25 August 2026. The restoration of trading of the Ordinary Shares is expected to take place after publication of the FY25 Accounts but before Admission. Further details on timing to be provided in due course.

The net proceeds of the proposed Fundraise is expected to be:

In addition, to allow existing Shareholders to participate in the Fundraise and recognising their long term support, the Company is seeking to raise up to £0.2 million through the Retail Offer.

Current trading and prospects

Further to recent updates, the Company has now reached agreement for a further two product trials with significant wind farm operators in Europe and the US. The number of live trials and of turbines operated by the customers concerned are significantly higher than at any time in Windar's history. 

These trials typically last 3-6 months and are then followed by a further period of analysis and capital approval by the customer before orders are placed. Given that Windar's technology is now proven across multiple platforms, the Board is optimistic that a number of these trials will result in orders in late 2026 and 2027.

Financial Reporting Procedures and Control improvements

As part of its response to the accounting irregularities, the Board has commenced a programme to strengthen the Group's financial reporting procedures and controls. This includes strengthening financial governance around budgeting, monthly P&L reporting and cash flow management, resolving the Group's outstanding accounts receivable position, and systemising processes across finance, supply chain management and human resources to reduce key-person dependency. These improvements will be informed by Faegre Drinker's remediation recommendations once finalised, and will be supported in part by the net proceeds of the Fundraise.

Appointment of Senior Independent Director

In addition to the Fundraise, Windar is pleased to announce the appointment of Tove Feld as Senior Independent Director, effective on the date of Admission, expected to be 26 August 2026.

On appointment, Tove will also become Chair of the Remuneration Committee.

Tove has over 30 years of operational experience in global energy and infrastructure. A former senior executive at Ørsted, Siemens Gamesa, and DNV, she has led strategic transformation and innovation across renewables. Tove currently serves on multiple boards including Stockholm Exergi Holding AB and TRIG, The Renewables Infrastructure Group. She holds a Ph.D. in Engineering from Aalborg University and an Executive MBA from IMD.

A separate announcement providing the Schedule 2(g) and other disclosures required under the AIM Rules will be released today.

The Placing

The Placing is being conducted by the Zeus, as sole Bookrunner. A placing agreement has been entered into between the Company and Zeus in connection with the Placing (the "Placing Agreement").

The Placing is not being underwritten.

The allotment and issue of the Placing Shares is conditional, inter alia, upon:

·       publication of the FY25 Accounts;

·       the lifting of the suspension of the Ordinary Shares from trading on AIM;

·       Admission becoming effective by no later than 8.00 a.m. on 26 August 2026 (or such other time and/or date, being no later than 8.00 a.m. on 9 September 2026, as the Bookrunner and the Company may agree);

·       the conditions in the Placing Agreement in respect of the Placing Shares being satisfied or (if applicable) waived; and

·       the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

Accordingly, if any of such conditions are not satisfied or, if applicable, waived (other than Admission), the Placing will not proceed.

The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission.

Subject to the satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence at 8.00 a.m. (London time) on or around 26 August 2026.

The Bookrunner has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement become untrue, inaccurate or misleading in any material respect or the Company materially fails to comply with any of its obligations prior to Admission. The Bookrunner may also terminate the Placing Agreement if there has been an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other market conditions) which in the opinion of the Bookrunner is reasonably likely to materially and adversely affect the business or prospects of the Group which, in the reasonable opinion of the Bookrunner, is material in the context of the Fundraise and Admission. If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The Direct Subscription

Certain investors (other than the Directors) have indicated to the Board they would prefer to subscribe directly with the Company rather than pursuant to the Placing. The Direct Subscription is not part of the Placing and any Direct Subscription Shares will be subscribed for pursuant to the terms of subscription agreements between the Company and the relevant subscribers.

The Directors' Intended Participation

Certain Directors of the Company intend to participate in the Fundraising for, in aggregate, approximately £0.9 million through the issue of the Director Shares. As the Company is currently in a closed period under MAR until publication of its FY25 Accounts, the Directors are not permitted to deal in the Ordinary Shares until after those results are published , and subject to each not being in possession of any other unpublished price sensitive information at that time.

The Directors' Intended Participation is in addition to the Placing and the Director Shares will either be subscribed for pursuant to the terms of subscription agreements between the Company and the relevant Directors or pursuant to the exercise of a broker option granted to Zeus by the Company to enable settlement of the Directors' Intended Participation on a delivery versus payment basis.

Further details relating to the Directors' Intended Participation, including the total number of new Ordinary Shares subscribed for and the aggregate gross proceeds, will be announced as soon as practicable after the closed period ends, which is anticipated to be the business day before the date of Admission.

The Retail Offer

The Company values its retail shareholder base and, given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through certain financial intermediaries.

The Retail Offer will be open to eligible Shareholders in the United Kingdom shortly following the close of the Placing. The Retail Offer is expected to close at 4:30 p.m. on 25 August 2026. Investors should note that financial intermediaries may have earlier closing times.

A separate announcement will be made by the Company regarding the Retail Offer and its terms in due course.

EIS/VCT tax relief

As part of the Fundraise, the Company is seeking to raise funds by the issue of New Ordinary Shares to Venture Capital Trusts ("VCTs") and investors seeking tax relief under the Enterprise Investment Scheme ("EIS").

The New Ordinary Shares are intended to rank as "eligible shares" for the purposes of EIS and VCT investors and a "qualifying holding" for the purposes of an investment by VCTs, each pursuant to the relevant respective sections of the Income Tax Act 2007 ("ITA 2007"). The Company has not made an advanced assurance application to HM Revenue & Customs ("HMRC") in respect of EIS qualification of this Placing, but the Directors expect that the Company would, subject to the relevant limits on such issuances, be able to issue the Placing Shares as "eligible shares" under the relevant sections of the ITA 2007.

Neither the Company nor the Directors give any warranties or undertakings that EIS Relief or VCT Relief will be granted in respect of the New Ordinary Shares. Neither the Company nor the Directors give any warranties or undertakings that EIS Relief or VCT Relief, if granted, will not be withdrawn. If the Company carries on activities beyond those disclosed to HMRC in a prior advance clearance, then shareholders may cease to qualify for the tax benefits.

Investors considering taking advantage of any of the EIS Relief or VCT Relief should seek their own professional advice and rely on it.

Admission

Application will be made to the London Stock Exchange for the admission of the New Ordinary Shares to trading on AIM ("Admission"). It is expected that Admission will become effective and dealings in such Ordinary Shares will commence at 8.00 a.m. on or around 26 August 2026. The New Ordinary Shares will be issued fully paid and will rank pari passu in all respects with the Company's Existing Ordinary Shares.

Admission is conditional upon, inter alia, publication of the FY25 Accounts, lifting of the Suspension and the Placing Agreement not having been terminated and becoming unconditional in all respects.

Expected Timetable of Principal Events

Notes:

(a) Unless otherwise specified, references in this Announcement to time are to London time.

(b) The times and dates set out in the above timetable are indicative only. If there is any change, revised times and/or dates will be notified to Shareholders by means of an announcement through a Regulatory Information Service.

Note to Editors

Windar Photonics plc

Windar Photonics plc (AIM: WPHO) is a technology group specialising in LiDAR-based wind sensor systems for wind turbines. Its WindEYE and WindVision LiDAR solutions, together with the Nexus OS software platform, enable wind turbine owners and operators to optimise annual energy production and reduce mechanical loads. The Group's head office is in Ishoj, near Copenhagen, Denmark, with additional sales and technical offices in Shanghai, China, and representation across Europe, North America and South America.

Definitions

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

APPENDIX I

TERMS AND CONDITIONS OF THE PLACING

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT, UNLESS OTHERWISE AGREED BY ZEUS, 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: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); (2) IF IN THE UNITED KINGDOM, ARE QUALIFIED INVESTORS AS DEFINED IN PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) ARE OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY ZEUS CAPITAL LIMITED ("ZEUS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT EITHER A QUALIFIED INVESTOR (IF IN THE EEA) OR A RELEVANT PERSON (IF IN THE UNITED KINGDOM) SHOULD NOT ACT OR RELY ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT. 

ALL OFFERS OF THE PLACING SHARES AND FUNDRAISING WARRANTS WILL BE MADE UNDER AN EXCEPTION TO THE PROHIBITION ON OFFERS TO THE PUBLIC UNDER THE POATR, AND ALSO PURSUANT TO AN EXEMPTION FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS UNDER THE FCA'S PROSPECTUS RULES: ADMISSION TO TRADING ON A REGULATED MARKET SOURCEBOOK AND THE EU PROSPECTUS REGULATION.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

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

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares and Fundraising Warrants have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand, or South Africa. Accordingly, the Placing Shares and Fundraising Warrants may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, or South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Market Abuse Regulation

Market soundings, as defined in the UK MAR, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Information to Distributors 

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares and Fundraising Warrants have been subject to a product approval process, which has determined that the Placing Shares and Fundraising Warrants are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

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

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares and Fundraising Warrants.

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

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

These terms and conditions apply to persons making an offer to acquire Placing Shares and Fundraising Warrants and should be read in their entirety. Each Placee hereby agrees with Zeus and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if Zeus confirms to such Placee its allocation of Placing Shares and Fundraising Warrants.

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

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

The terms and conditions in this Appendix shall apply mutatis mutandis to any new Ordinary Shares to be allocated under the Broker Option, subject to such amendments as Zeus and the Company considers reasonably necessary including but not limited to times, dates and conditions.

Details of the Placing Agreement, the Placing Shares and the Fundraising Warrants

Zeus and the Company have entered into a Placing Agreement, under which Zeus has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares and Fundraising Warrants at the Issue Price. The Placing is not being underwritten by Zeus or any other person.

The number of the Placing Shares will be determined following completion of the Placing.  The timing of the closing of the Placing and the number and allocation of Placing Shares to Placees are at the discretion of Zeus, following consultation and agreement with the Company. Allocations will be confirmed orally or by email by Zeus following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the accelerated bookbuilding process.

The Placing Shares will, when issued, be subject to the Company's articles of association, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares and the Fundraising Warrants will be issued free of any encumbrances, liens or other security interests.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the New Ordinary Shares.  Subject to, amongst other things, the suspension of the Ordinary Shares from trading on AIM being lifted, it is expected that settlement of the New Ordinary Shares and Admission will become effective at 8.00 a.m. on 26 August 2026 and that dealings in the New Ordinary Shares will commence at that time. No application will be made for the Fundraising Warrants to be admitted to trading on AIM or any other market.

Participation in the Placing

Zeus will today commence an accelerated bookbuilding process ("ABB") to determine demand for participation in the Placing by potential Placees at 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 and Fundraising Warrants.

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

The principal terms of the Placing are as follows:

1.     Zeus is arranging the Placing as sole agent for, and broker of, the Company. Zeus is not acting for the Company with respect to the Direct Subscription and the Directors' Intended Participation (together the "Subscription") and the Retail Offer. The Direct Subscription Shares and the Director Shares will be subscribed for on the terms of the respective subscription agreements (Subscription Agreements), and the Retail Offer Shares pursuant to a separate Retail Offer, rather than pursuant to the terms and conditions of the Placing.

2.     Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Zeus. Zeus and any of its affiliates are entitled to participate in the Placing.

3.     The ABB will establish the number of Placing Shares (and therefore Fundraising Warrants) to be issued, which will be determined by Zeus, in consultation and agreement with the Company, following completion of the ABB. The results of the Placing, including the number of Placing Shares and the Issue Price, will be announced on a Regulatory Information Service following completion of the ABB.

4.     To bid in the ABB, prospective Placees should communicate their bid by telephone or email to their usual contact at Zeus. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for. The Placing Shares carry an entitlement to one Fundraising Warrant for every Placing Share. Bids may be scaled down by Zeus on the basis referred to in paragraph 8 below.

5.     The ABB is expected to close no later than 6:00 p.m. on 24 August 2026 but may be closed earlier or later subject to the agreement of Zeus and the Company. Zeus may, in agreement with the Company, accept bids that are received after the ABB has closed.  The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6.     Allocations of the Placing Shares (and therefore Fundraising Warrants) to Placees will be determined by Zeus, following consultation and agreement with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by Zeus following the close of the ABB and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from Zeus will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of Zeus and the Company, under which it agrees to acquire by subscription the number of Placing Shares and Fundraising Warrants allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with Zeus' consent, such commitment will not be capable of variation or revocation. Zeus may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion, in consultation and agreement with the Company, and may scale down any bids for this purpose on the basis referred to in paragraph 8 below. 

7.     The Company will make a further announcement following the close of the ABB detailing the results of the Placing and the number of Placing Shares and Fundraising Warrants to be issued at the Issue Price.

8.     Subject to paragraphs 4 and 5 above, Zeus may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation and agreement with the Company) and may scale down any bids for this purpose on such basis as it may determine. Zeus may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares and Fundraising Warrants after the time of any initial allocation to any person submitting a bid after that time or allocate Placing Shares and Fundraising Warrants after the Placing has closed to any person submitting a bid after that time.

9.     A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with Zeus' consent, will not be capable of variation or revocation from the time at which it is submitted. Following Zeus' oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares and Fundraising Warrants, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Zeus (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of Issue Price and the number of Placing Shares and Fundraising Warrants such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

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

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

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

14.  To the fullest extent permissible by law and the applicable rules of the FCA, neither Zeus, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither Zeus, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of Zeus' conduct of the Placing or of such alternative method of effecting the Placing as Zeus and the Company may determine.

15.  The Placing is not subject to any minimum fundraising and no element of the Placing is underwritten by Zeus or any other person.

Conditions of the Placing

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

Zeus' obligations under the Placing Agreement are conditional on, inter alia:

1.     none of the warranties and undertakings on the part of the Company contained in the Placing Agreement being untrue, inaccurate or misleading;

2.     the delivery by the Company to Zeus of certain documents required under the Placing Agreement;

3.     the Company having complied with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

4.     (i) the Subscription Agreements having been duly executed and delivered by the parties thereto, in the case of the Direct Subscription by or on the date of the Placing Agreement and in the case of the Directors' Intended Participation prior to Admission, and becoming and continuing to be enforceable against each of the parties thereto and having, and continuing to have, full force and effect and not having lapsed or rescinded or terminated (in whole or part), in each case, at any time on or prior to Admission and all conditions to the obligations of the parties thereunder having been satisfied and/or waived (other than Admission), such obligations remaining unconditional in all respects save for Admission; (ii) no event having occurred which, in the good faith opinion of Zeus, is reasonably likely to constitute a breach of the Subscription Agreements occurring at any time on or prior to Admission; and (iii) no event having occurred at any time on or prior to Admission which gives any party a right to terminate the Subscription Agreements;

5.     the issue and allotment of the New Ordinary Shares, conditional only upon Admission;

6.     the publication of the Company's audited financial results for the financial year ended 31 December 2025;

7.     the suspension of the Ordinary Shares from trading on AIM being lifted;

8.     Admission becoming effective by no later than 8.00 a.m. on 26 August 2026 or such other date and time as may be agreed between the Company and Zeus, not being later than 8.00 a.m. on 9 September 2026 (the "Long Stop Date"); and

9.     the Placing Agreement not having been terminated by Zeus in accordance with its terms,

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

If: (i) any of the Conditions are not fulfilled or (where applicable) waived by Zeus by the respective time or date where specified (or such later time or date as Zeus may notify to the Company, being not later than the Long Stop Date); (ii) any of such Conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares and Fundraising Warrants shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Zeus may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the Conditions, save that the conditions relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

Right to terminate the Placing Agreement

Zeus is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

1.     Zeus reasonably considers the Company is in material breach of a provision of the Placing Agreement;

2.     if any of the warranties given in the Placing Agreement are misleading in any material respect when given or which might reasonably result in a material breach of any of the warranties when repeated on Admission;

3.     there has occurred any material new factor, mistake or inaccuracy relating to the information in the documents issued in connection with the Fundraise;

4.     an event or other matter (including, without limitation, any change or development in financial, economic, political, diplomatic or other market conditions (which include conditions affecting securities in the business sectors in which the Company operates and conditions affecting securities generally) or any change in the laws or regulation of any applicable jurisdiction) has occurred or is reasonably likely to occur which is (or will if it occurs be) reasonably likely to materially and adversely affect the assets, financial position or the business or prospects of the Group and which Zeus reasonably considers to be material in the context of Admission and the Placing; or

5.     the Company has failed in any material respect to comply with its obligations under the Placing Agreement, FSMA, the AIM Rules or UK MAR or any other material regulatory requirement.

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

No MTF Admission Prospectus or Prospectus

The Placing Shares and Fundraising Warrants are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or in any other jurisdiction. No offering document, MTF admission prospectus or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares and Fundraising Warrants, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information and subject to any further terms set out in the contract note, electronic trade confirmation or other (oral or written) confirmation to be sent to individual Placees.  Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or Zeus or any other person and none of Zeus, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by Zeus, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. None of the Company or Zeus are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares and Fundraising Warrants by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares and Fundraising Warrants. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Enterprise Investment Scheme ("EIS") and Venture Capital Trust ("VCT") Schemes

Notwithstanding that many aspects of the VCT and EIS legislation are judgmental, the Directors expect that: (i) investments in Ordinary Shares in the Company by a VCT would be regarded as qualifying holdings for the purposes of Part 6 of the Income Tax Act 2007 and would be regarded as "eligible shares" as defined in section 285(3A) of that Act, provided that the investment by the VCT (including any existing investment in the Company) will not exceed 15 per cent. by value of its total investments at the date of the investment; and (ii) a subscription for Ordinary Shares in the Company by individuals would be regarded as "eligible shares" for EIS purposes as defined in section 173 of the Income Tax Act 2007. If the Company carries on activities beyond those disclosed previously to HMRC, then shareholders may cease to qualify for these tax benefits. Investors must take their own professional advice and rely on it.

The status of the New Ordinary Shares as a qualifying holding for VCT purposes will be conditional (amongst other things) on the qualifying conditions being satisfied throughout the period of ownership. The status of the New Ordinary Shares as qualifying for EIS Relief will be conditional (amongst other things) on the qualifying conditions being satisfied, both by the Company and (as regards those conditions to be met by the investor) the investor throughout a period of at least three years from the date of issue. There can be no assurance that the Company will conduct its activities in a way that will secure or retain qualifying status for VCT and/or EIS purposes (and indeed circumstances may arise where the directors of the Company believe that the interests of the Group are not served by seeking to retain such status). Further, the conditions for VCT Relief and EIS Relief are complex and relevant investors are recommended to seek their own professional advice before investing. This paragraph is without prejudice to any separate comfort letter which may have been given by the Company to certain investors seeking VCT Relief in connection with the Fundraise.

Investors considering taking advantage of EIS Relief or making a qualifying VCT investment are recommended to seek their own professional advice in order that they may fully understand how the relief legislation may apply in their individual circumstances. Any shareholder who is in any doubt as to their taxation position under the EIS and VCT legislation, or who is subject to tax in a jurisdiction other than the UK, should consult an appropriate professional adviser.

Registration and Settlement

Following closure of the ABB, each Placee allocated Placing Shares and Fundraising Warrants in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with Zeus, stating the number of Placing Shares and Fundraising Warrants allocated to it at the Issue Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

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

Settlement of transactions in the Placing Shares (ISIN: GB00BTFR4F17) and Fundraising Warrants (ISIN: to be confirmed) following Admission will take place within CREST provided that, subject to certain exceptions. 

Settlement of the Placing Shares through CREST is expected to occur on or around 26 August 2026 (the "Settlement Date") in accordance with the contract note, electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Zeus may agree that the Placing Shares should be issued in certificated form.  Zeus reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Settlement of the Fundraising Warrants through CREST is expected to occur as soon as reasonably practicable following Admission. However, in the event of any difficulties or delays in the admission of the Fundraising Warrants to CREST or the use of CREST in relation to the Fundraising Warrants, the Company and Zeus may agree that the Fundraising Warrants should be issued in certificated form.  Zeus reserves the right to require settlement for the Fundraising Warrants, and to deliver the Fundraising Warrants to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Bank of England base rate as determined by Zeus.

Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.

The relevant settlement details for the Placing Shares and Fundraising Warrants are as follows:

Each Placee is deemed to agree that, if it does not comply with these obligations, Zeus may sell any or all of the Placing Shares and Fundraising Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for Zeus' 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 and shall indemnify Zeus on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares and Fundraising Warrants on such Placee's behalf. By communicating a bid for Placing Shares and Fundraising Warrants, each Placee confers on Zeus such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Zeus lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares and Fundraising Warrants shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

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

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

Representations, Warranties and Further Terms

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

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

2.     it has not received and will not receive a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

a.     is required under any applicable law; and

b.     has been or will be prepared in connection with the Placing,

and acknowledges that that the Subscription and Retail Offer are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares and Fundraising Warrants;

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

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

5.     that these terms and conditions represent the whole and only agreement between it, Zeus and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares and Fundraising Warrants other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and Fundraising Warrants. Each Placee agrees that neither the Company, nor Zeus, nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

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

7.     in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares and Fundraising Warrants pursuant to the Placing:

a.     it is a UK Qualified Investor; and

b.     in the case of any Placing Shares and Fundraising Warrants acquired by it as a financial intermediary, as that term is used in the POATR, the Placing Shares and Fundraising Warrants acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors or in circumstances in which the prior consent of Zeus has been given to the offer or resale, or where Placing Shares and Fundraising Warrants have been acquired by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those Placing Shares and Fundraising Warrants to it is not treated under the POATR as having been made to such persons;

8.     in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares and Fundraising Warrants pursuant to the Placing:

a.     it is an EU Qualified Investor; and

b.     in the case of any Placing Shares and Fundraising Warrants acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares and Fundraising Warrants acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than EU Qualified Investors or in circumstances in which the prior consent of the Bookrunner has been given to the offer or resale, or where Placing Shares and Fundraising Warrants have been acquired by it on behalf of persons in a Relevant State other than EU Qualified Investors, the offer of those Placing Shares and Fundraising Warrants to it is not treated under the EU Prospectus Regulation as having been made to such persons;

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

10.  that it has made its own assessment of the Placing Shares and Fundraising Warrants and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares and Fundraising Warrants or the Company (if any) that Zeus or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of Zeus, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

11.  that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares and Fundraising Warrants only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares and Fundraising Warrants as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

12.  it is not taking up the Placing Shares and Fundraising Warrants as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

13.  that the Placing Shares and Fundraising Warrants have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Placing Shares and Fundraising Warrants may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;

14.  it understands that:

a.     the Placing Shares and Fundraising Warrants are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

b.     no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares and Fundraising Warrants; and

c.     it will not deposit the Placing Shares and Fundraising Warrants in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

15.  it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares and Fundraising Warrants except:

a.     in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

b.     pursuant to another exemption from registration under the Securities Act, if available,

c.     and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

16.  no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares and Fundraising Warrants;

17.  it understands that the Placing Shares and Fundraising Warrants are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares and Fundraising Warrants may, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

18.  it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and if applicable it has made such investigation and has consulted its own independent advisers or has otherwise satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

19.  that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares and Fundraising Warrants is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and Fundraising Warrants and it has made its own assessment of the Company, the Placing Shares and Fundraising Warrants and the terms of the Placing based on this Announcement and the Publicly Available Information only;

20.  that none of Zeus, or the Company, or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares and Fundraising Warrants or the accuracy, completeness or adequacy of the Publicly Available Information;

21.  that, unless specifically agreed with Zeus, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares and Fundraising Warrants was given and it is not acquiring Placing Shares and Fundraising Warrants with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares and Fundraising Warrants into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares and Fundraising Warrants except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

22.  that it is not a national or resident of Australia, Canada, Japan, New Zealand, the Republic of South Africa or a corporation, partnership or other entity organised under the laws of Australia, Canada,  Japan, New Zealand, the Republic of South Africa and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares and Fundraising Warrants in Australia, Canada, Japan, New Zealand or the Republic of South Africa or to or for the benefit of any person resident in Australia, Canada, Japan, New Zealand, the Republic of South Africa and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Canadian Securities Administrators, the Japanese Ministry of Finance, the Securities Commission of New Zealand or the South African Reserve Bank and that the Placing Shares and Fundraising Warrants are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;

23.  that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and Fundraising Warrants and it is not acting on a non-discretionary basis for any such person;

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

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

26.  that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and Fundraising Warrants and to perform its subscription and/or purchase obligations;

27.  that where it is acquiring Placing Shares and Fundraising Warrants for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares and Fundraising Warrants for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by Zeus;

28.  that, unless otherwise agreed by Zeus, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's COBS and it is purchasing Placing Shares and Fundraising Warrants for investment only and not with a view to resale or distribution;

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

30.  that any money held in an account with Zeus (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from Zeus' (or its nominee's) money in accordance with such client money rules and will be used by Zeus in the course of its own business and each Placee will rank only as a general creditor of Zeus;

31.  that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA;

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

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

34.  that it appoints irrevocably any director of either of Zeus as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares and Fundraising Warrants;

35.  that the Announcement does not constitute a securities recommendation or financial product advice and that neither Zeus nor the Company has considered its particular objectives, financial situation and needs;

36.  that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and Fundraising Warrants and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

37.  that it will indemnify and hold the Company and Zeus 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 further agrees that the Company and Zeus will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify Zeus and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to Zeus for itself and on behalf of the Company and will survive completion of the Placing and Admission;

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

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

40.  that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that Zeus shall notify it of such amendments;

41.  that (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to Zeus such evidence, if any, as to the identity or location or legal status of any person which Zeus may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by Zeus on the basis that any failure by it to do so may result in the number of Placing Shares and Fundraising Warrants that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Zeus may decide in its absolute discretion;

42.  that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or the POATR of those Placing Shares and Fundraising Warrants to be subscribed for and/or purchased by it;

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

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

45.  that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to Zeus;

46.  that Zeus owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

47.  that Zeus may, in its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares and Fundraising Warrants;

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

49.  undertakes that it (and any person acting on its behalf) will make payment in respect of the Placing Shares and Fundraising Warrants allocated to it in accordance with this Appendix on the due time and date set out herein, failing which the relevant Placing Shares and Fundraising Warrants may be placed with other acquirers or sold as Zeus may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Issue Price and the number of Placing Shares and Fundraising Warrants allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares and Fundraising Warrants;

50.  that its allocation (if any) of Placing Shares and Fundraising Warrants will represent a maximum number of Placing Shares and Fundraising Warrants which it will be entitled, and required, to acquire, and that Zeus and/or the Company may call upon it to acquire a lower number of Placing Shares and Fundraising Warrants (if any), but in no event in aggregate more than the aforementioned maximum; and

51.  that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, Zeus and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to Zeus for itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by Zeus.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares and Fundraising Warrants in question. Such agreement assumes that the Placing Shares and Fundraising Warrants are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares and Fundraising Warrants into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares and Fundraising Warrants, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or Zeus will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares and Fundraising Warrants has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Zeus in the event that any of the Company and/or Zeus have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify Zeus accordingly.

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

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement (including the Appendices) may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 Zeus or by any of its 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.