REG - AfriTin Mining Ltd - Proposed Fundraise of Approx. US$17.5 Million

Andrada MiningAnnouncement

15/09/2022 17:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220915:nRSO6692Za&default-theme=true

RNS Number : 6692Z  AfriTin Mining Ltd  15 September 2022

 

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED
HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AFRITIN MINING
LIMITED.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH
LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED.  ON
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.  THE SECURITIES
REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

 

For immediate release

 

15 September 2022

 

AfriTin Mining Limited

("AfriTin" or the "Company")

 Proposed fundraise of approximately US$17.5 million

AfriTin Mining Limited (AIM: ATM), an African tech-metals mining company with
a portfolio of mining and exploration assets in Namibia, announces further to
the announcement of the proposed funding package and production update earlier
today, a proposed issuance of new Ordinary Shares ("New Ordinary Shares") at a
price of 5p per New Ordinary Share (the "Placing Price") to raise gross
proceeds of approximately US$17.5 million (approximately £15.0m), comprising
(i) a US$7.5 million (approximately £6.4m) placing (the "Placing") of New
Ordinary Shares to new and existing institutional investors (the "Placing
Shares") and (ii) a US$10 million (approximately £8.5m) subscription for New
Ordinary Shares by cornerstone investor The Orange Trust, an existing 5.78%
shareholder, (the "Subscription Shares") (together "the Fundraising").

 

 

Summary

The Placing Shares are being offered by way of an accelerated bookbuild in the
UK, US, Australia, South Africa and EEA (the "Bookbuild") which will be
launched immediately following this announcement and will be made available to
eligible institutional investors on the terms and conditions set out in the
Appendix to this announcement. The Bookbuild is expected to close no later
than 8.00 a.m. on 16 September 2022. However, the Joint Bookrunners and the
Company reserve the right to close the Bookbuild earlier or later, without
further notice. The number of Placing Shares are at the discretion of the
Company and allocations are at the discretion of the Company, Hannam &
Partners Advisory Limited ("H&P") and Stifel Nicolaus Europe Ltd
("Stifel") (H&P and Stifel together, the "Joint Bookrunners"), and a
further announcement confirming these details will be made in due course. None
of the Placing Shares are being offered or sold in any jurisdiction where it
would be unlawful to do so.

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM ("Admission"). It is expected that Admission
will take place at 8.00 a.m. on 21 September 2022 (or such date as may be
agreed between the Company and the Joint Bookrunners, being no later than 30
September 2022). Application will also be made to the London Stock Exchange
for the Subscription Shares to be admitted to trading on AIM ("Subscription
Admission"). It is expected that the Subscription Admission will occur on or
around 29 September 2022. The Placing is conditional upon, amongst other
things, execution of The Orange Trust subscription and Admission becoming
effective. The Placing is also conditional on the Placing Agreement not being
terminated in accordance with its terms prior to Admission. The Placing is not
conditional upon the Orange Trust Subscription completing.  The Orange Trust
Subscription is conditional on the Placing becoming unconditional (other than
any condition relating to The Orange Trust subscription) and not being
terminated. The Placing is not conditional upon the Orion Financing ("Orion
Financing") or the DBN Debt Financing (both as defined in the announcement of
the Proposed Funding Package and Production Update release immediately prior
to this announcement ("Funding Package Announcement").

 

Placing and Subscription Highlights

 

·     The Company intends to raise approximately US$17.5m (approximately
£15.0 million) before expenses through (i) the Placing arranged by the Joint
Bookrunners and (ii) the issue of approximately 173,320,000 Subscription
Shares.

·     Placing to be conducted via an accelerated bookbuild process
launching immediately.

·     Anthony Viljoen, a director and CEO, and Michael Rawlinson,
Non-Executive Director intend to participate in the Fundraising for, in
aggregate, approximately £230,000 following the publication of this
announcement.

·     The net proceeds of the Fundraising will be used:

o  To accelerate the work programme detailed in the announcement made
immediately prior to this announcement (and that announcement should be read
in full in connection with the use of proceeds);

o  To expedite the development of lithium and tantalum pilot plants - a
significant step towards securing long-term lithium and tantalum off-takes;

o  To expedite the development of X-ray computer tomography ("XRT") ore
sorting at Uis and to enhance the grade into the concentrating circuit; and

o  For general working capital purposes.

 

The Wider Proposed Funding Package

As announced earlier today, the net proceeds of the Fundraising, together with
the Company's cash at hand, will be the funds the Company utilises to begin
the initial work programme outlined in the Funding Package Announcement.
 However, as set out in the Funding Package Announcement the Company has also
entered into two indicative, non-binding term sheets for additional funds to
support the wider work programme. If received, the funds advanced under these
term sheets would take the total funds available to the Company to
approximately US$48.3 million in a funding package encompassing equity, bank
debt and development finance debt that, if all the funds are received, would
fully finance the Company for the next stage of its development to Phase 2.
This would include the addition of potentially transformative lithium and
tantalum by-product revenue streams and financing substantial exploration
drilling to unlock Uis as a globally significant lithium resource (the
"Proposed Funding Package").

The Proposed Funding Package includes the potential proceeds from the
previously announced DBN Debt Financing (as defined in the Funding Package
Announcement); and, the potential proceeds from the Orion Financing (as
defined in the Funding Package Announcement). At this stage both the Orion
Financing and the DBN Debt Financing remain subject to the satisfaction of
certain conditions and approvals and agreeing definitive documentation and
accordingly there can be no guarantee that either facility will be entered
into, or that any money under these facilities will be drawn down; although
the AfriTin Directors have every confidence that they will be.

The Placing

 

The Company intends to issue Placing Shares, to raise gross proceeds of
approximately US$7.5 million (approximately £6.4m), to participants in the
Placing. The Placing Shares are expected to be admitted to trading on AIM on
or around 21 September 2022.

 

In connection with the Placing, Anthony Viljoen Director and CEO of the
Company and Michael Rawlinson, Non-Executive Director have indicated their
intention to subscribe for Placing Shares at the Placing Price. The number of
Placing Shares they subscribe for will be set out in the Result of Bookbuild
Announcement.

 

The Joint Bookrunners are acting as bookrunners in connection with the
Placing. The Placing Shares are being offered by way of an accelerated
bookbuild (the "Bookbuild"), which will be launched immediately following this
announcement, in accordance with the terms and conditions set out in the
Appendix to this announcement.

 

Admission of the Placing Shares is conditional, inter alia, upon the placing
agreement dated 15 September 2022 between the Company and the Joint
Bookrunners (the "Placing Agreement") not having been terminated and becoming
unconditional in respect of such shares.

 

The Placing is conditional upon, amongst other things:

 

•       Admission of the Placing Shares becoming effective by no later
than 8.00 a.m. on 21 September 2022 (or such later time and / or date as the
Company and the Joint Bookrunners shall agree, not being later than 30
September 2022);

•       the delivery by the Company to the Joint Bookrunners of
certain documents required under the Placing Agreement;

•       the Company having fully performed its obligations under the
Placing Agreement to the extent that such obligations fall to be performed
prior to Admission of the Placing Shares; and

•       each of the DBN Debt Financing, the Orion Financing and the
agreement for the Subscription Shares not having been rescinded, withdrawn,
terminated or lapsed prior to Admission.

•       the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.

 

The timing of the closure of the Bookbuild and the allocation of the Placing
Shares to be issued at the Placing Price are to be determined at the
discretion of the Company and the Joint Bookrunners.

 

The Placing is not being underwritten and the Placing is not conditional on a
minimum amount being raised.

 

The Subscription

 

The Company is also proposing to raise approximately US$10 million
(approximately £8.5m) at the Placing Price pursuant to a subscription by
cornerstone investor The Orange Trust, an existing 5.78% shareholder.

 

Placing Shares and the Subscription Shares

The Placing Shares and the Subscription Shares, when issued, will be fully
paid and will rank pari passu in all respects with the existing ordinary
shares in issue, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.

 

 

 

 

 AfriTin Mining Limited                   +27 (11) 268 6555
 Anthony Viljoen, CEO

 Nominated Adviser                        +44 (0) 207 220 1666
 WH Ireland Limited

 Katy Mitchell

 Corporate Advisor and Joint Broker
 H&P Advisory Limited                     +44 (0) 20 7907 8500

 Andrew Chubb

 Jay Ashfield

 Matthew Hasson

 Stifel Nicolaus Europe Limited           +44 (0) 20 7710 7600

 Ashton Clanfield

 Callum Stewart

 Varun Talwar

 Tavistock Financial PR (United Kingdom)  +44 (0) 207 920 3150
 Emily Moss

 Cath Drummond

 

This Announcement should be read in its entirety. In particular, you should
read and understand the information provided in the "Important Notices"
section of this Announcement and the detailed Terms and Conditions described
in the Appendix. By choosing to participate in the Placing and by making an
oral and legally binding offer to acquire Placing Shares, investors will be
deemed to have read and understood this announcement in its entirety
(including the appendix) and to be making such offer on the terms and subject
to the conditions of the Placing contained here, and to be providing the
representations, warranties and acknowledgements contained in the Terms and
Conditions.

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER
TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT
OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, SOUTH
AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION
WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY
SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

 

This Announcement is not for public release, publication or distribution, in
whole or in part, directly or indirectly, in or into the United States,
Australia, Canada, South Africa, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "US Securities Act"),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States, or under the securities laws of
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Australia, Canada, South Africa or Japan (as the case may be).

No public offering of the Placing Shares is being made in the Australia,
Canada, South Africa or Japan or elsewhere.

No action has been taken by the Company, WH Ireland Limited ("WH Ireland"),
H&P or Stifel or any of their respective affiliates, or any of its or
their respective directors, officers, partners, employees, advisers and/or
agents (collectively, "Representatives") that would permit an offer of the
Placing Shares or possession or distribution of this Announcement or any other
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions contained
in this Announcement. Persons (including, without limitation, nominees and
trustees) who have a contractual or other legal obligation to forward a copy
of this Announcement should seek appropriate advice before taking any action.
Persons distributing any part of this Announcement must satisfy themselves
that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) if in a
member state of the EEA, persons who are qualified investors ("EEA Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "EU Prospectus Regulation"); or (b) if in the
United Kingdom, persons who are qualified investors ("UK Qualified
Investors"), being persons falling within the meaning of Article 2(e) of
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), and who are (i) persons falling within the definition of
"investment professional" in Article 19(5) of the Financial Services And
Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or
(ii) persons who fall within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Order, or (c) if in the
United States, persons who are either (i) outside the United States acquiring
the Placing Shares in offshore transactions as defined in, and in accordance
with, Regulation S under the US Securities Act, (ii) "qualified institutional
buyers" as defined in Rule 144a under the US Securities Act, or (d) if in
Australia, persons who are either (i) "sophisticated investors" within the
meaning of Section 708(8) of the Corporations Act 2001 (Cth) ("Corporations
Act"), (ii) an "experienced investor" meeting the criteria in Section 708(10)
of the Corporations Act or (iii) a "professional investor" within the meaning
of section 708(11) of the Corporations Act; or (e) if in South Africa, (i)
persons whose ordinary business, or persons whose ordinary business, or part
of whose ordinary business, is to deal in securities, whether as principals or
agents; (ii) "the public investment corporation" as defined in the Public
Investment Corporation Act, No. 23 of 2004 (as amended); (iii) persons
regulated by the Reserve Bank of South Africa; (iv) "authorised financial
services providers" as defined in the Financial Advisory And Intermediary
Services Act, No. 37 of 2002 (as amended); (v) "financial institutions" as
defined in the Financial Services Board Act, No. 97 Of 1990; (vi) a wholly
owned subsidiary of the persons contemplated in (iii), (iv) and (v), acting as
agent in the capacity of authorised portfolio manager for a pension fund
registered in terms of the Pension Funds Act, No. 24 of 1956 or as a manager
for a collective investment scheme registered in terms of the Collective
Investment Schemes Control Act, No. 45 of 2002; (vii) any combination of the
persons contemplated in (i) to (vi); and/or persons who, were they to
subscribe for securities, would subscribe for a minimum amount of r1,000,000
per single addressee acting as principal, or (f) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
(c), (d), (e) and (f) together being referred to as "Relevant Persons").

No other person should act on or rely on this Announcement and persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. By accepting the terms of this Announcement, you represent and agree that
you are a Relevant Person. This Announcement must not be acted on or relied on
by persons who are not Relevant Persons. Any investment or investment activity
to which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the Placing and no such prospectus is required (in accordance with either
the EU Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with
respect to the Company's expectations, intentions and projections regarding
its future performance, strategic initiatives, anticipated events or trends
and other matters that are not historical facts and which are, by their
nature, inherently predictive, speculative and involve risks and uncertainty
because they relate to events and depend on circumstances that may or may not
occur in the future. All statements that address expectations or projections
about the future, including statements about operating performance, strategic
initiatives, objectives, market position, industry trends, general economic
conditions, expected expenditures, expected cost savings and financial
results, are forward-looking statements. Any statements contained in this
Announcement that are not statements of historical fact are, or may be deemed
to be, forward ‐ looking statements. These forward-looking statements, which
may use words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect", "may", "plan", "project" or words or terms of similar
meaning or the negative thereof, are not guarantees of future performance and
are subject to known and unknown risks and uncertainties. There are a number
of factors including, but not limited to, commercial, operational, economic
and financial factors, that could cause actual results, financial condition,
performance or achievements to differ materially from those expressed or
implied by these forward‐looking statements. Many of these risks and
uncertainties relate to factors that are beyond the Company's ability to
control or estimate precisely, such as changes in taxation or fiscal policy,
future market conditions, currency fluctuations, the behaviour of other market
participants, the actions of governments or governmental regulators, or other
risk factors, such as changes in the political, social and regulatory
framework in which the Company operates or in economic or technological trends
or conditions, including inflation, recession and consumer confidence, on a
global, regional or national basis. Given those risks and uncertainties,
readers are cautioned not to place undue reliance on forward-looking
statements. Forward-looking statements speak only as of the date of this
Announcement. Each of the Company, H&P and/or Stifel expressly disclaims
any obligation or undertaking to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
unless required to do so by applicable law or regulation.

 

WH Ireland Limited, which is authorised and regulated by the Financial Conduct
Authority ("FCA") in the United Kingdom, is acting as nominated advisor for
the purposes of the AIM Rules for Nominated Advisers and the AIM Rules for
Companies exclusively for the Company and no one else in connection with the
Placing and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Placing and will not be
responsible to anyone other than the Company in connection with  the Placing
or for providing the protections afforded to their clients or for giving
advice in relation to the Placing or any other matter referred to in this
Announcement.The responsibilities of WH Ireland, as nominated adviser, are
owed solely to the London Stock Exchange plc and are not owed to the Company
or to any director or any other person and accordingly no duty of care is
accepted in relation to them. No representation or warranty, express or
implied, is made by WH Ireland as to, and no liability whatsoever is accepted
by WH Ireland in respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this Announcement is
issued).

H&P Advisory Limited, which is authorised and regulated by the FCA in the
United Kingdom, is acting exclusively for the Company and for no one else in
connection with the Placing and will not regard any other person (whether or
not a recipient of this Announcement) as a client in relation to the Placing
and will not be responsible to anyone other than the Company in connection
with  the Placing or for providing the protections afforded to their clients
or for giving advice in relation to the Placing or any other matter referred
to in this Announcement.

Stifel Nicolaus Europe Limited, which is authorised and regulated by the FCA
in the United Kingdom is acting exclusively for the Company and for no one
else in connection with the Placing and will not regard any other person
(whether or not a recipient of this Announcement) as a client in relation to
the Placing and will not be responsible to anyone other than the Company in
connection with  the Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Placing or any other
matter referred to in this Announcement.

This Announcement is being 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 or on behalf of WH Ireland, H&P and/or Stifel (apart from the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any of their
respective Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers or any other statement made or purported to be made
by or on behalf of WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or by any of their respective Representatives in
connection with the Company, the Placing Shares or the Placing and any
responsibility and liability whether arising in tort, contract or otherwise
therefor is expressly disclaimed. No representation or warranty, express or
implied, is made by WH Ireland, H&P and/or Stifel and/or any of their
respective affiliates and/or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of the
information or opinions contained in this Announcement or any other written or
oral information made available to or publicly available to any interested
party or their respective advisers, and any liability therefor is expressly
disclaimed.

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, reproduction or disclosure of this Announcement, 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.

This Announcement does not constitute a recommendation concerning any
investor's options with respect to the Placing. Recipients of this
Announcement should conduct their own investigation, evaluation and analysis
of the business, data and other information described in this Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the Placing Shares. The price and value of securities can go
down as well as up and investors may not get back the full amount invested
upon the disposal of the shares. Past performance is not a guide to future
performance. The contents of this Announcement are not to be construed as
legal, business, financial or tax advice. Each investor or prospective
investor should consult his or her or its own legal adviser, business adviser,
financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's shares
have been bought or sold in the past cannot be relied upon as a guide to
future performance. Persons needing advice should consult an independent
financial adviser. No statement in this Announcement is intended to be a
profit forecast or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings per share
or income, cash flow from operations or free cash flow for the Company for the
current or future financial periods would necessarily match or exceed the
historical published earnings, earnings per share or income, cash flow from
operations or free cash flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

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

Members of the public are not eligible to take part in the Placing and no
public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into, or forms part of, this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements"), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the Placing Shares have
been subject to a product approval process, which has determined that the
Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the Placing Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in conjunction
with an appropriate financial or other adviser) are capable of evaluating the
merits and risks of such an investment and who have sufficient resources to be
able to bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, H&P and Stifel will
only procure investors who meet the criteria of professional clients and
eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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. Each distributor is
responsible for undertaking its own target market assessment in respect of the
Placing Shares and determining appropriate distribution channels.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "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 ("EEA
QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE
2(e) OF REGULATION (EU) 2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN
THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED
INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF
PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS
REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF
"INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR
(II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) IF IN THE
UNITED STATES OF AMERICA (THE "UNITED STATES"), PERSONS THAT ARE "QUALIFIED
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT OF
1993, AS AMENDED ("US SECURITIES ACT"), (D) IF IN AUSTRALIA, PERSONS WHO ARE
EITHER (I) "SOPHISTICATED INVESTORS" WITHIN THE MEANING OF SECTION 708(8) OF
THE CORPORATIONS ACT 2001 (CTH) ("CORPORATIONS ACT"), (II) AN "EXPERIENCED
INVESTOR" MEETING THE CRITERIA IN SECTION 708(10) OF THE CORPORATIONS ACT OR
(III) A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE
CORPORATIONS ACT; OR (E) IF IN THE REPUBLIC OF SOUTH AFRICA ("SOUTH AFRICA"),
SELECTED PERSONS WHO WOULD FALL WITHIN THE CATEGORIES OF PERSONS WHO ARE NOT
REGARDED AS MEMBERS OF THE PUBLIC IN ACCORDANCE WITH THE SOUTH AFRICAN
COMPANIES ACT, NO. 71 OF 2008 (AS AMENDED) ("SA COMPANIES ACT"), AS SET OUT IN
SECTION 96(1)(A) OR (B) OF THE SA COMPANIES ACT (ALL SUCH PERSONS REFERRED TO
IN (A), (B) (C), (D), (E) AND (F) TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS.  PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.  BY
ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON.  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 IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  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 NOT BE OFFERED OR SOLD, IN THE UNITED STATES EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT.
THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (A) OUTSIDE OF THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND (B) IN THE UNITED STATES TO A
LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
UNDER THE US SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER
THE US SECURITIES ACT.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING
MADE IN THE UNITED STATES OR ELSEWHERE.

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

NO PUBLIC OFFERING OF SECURITIES WILL BE MADE IN CONNECTION WITH THE PLACING
IN THE UNITED KINGDOM, ANY RESTRICTED TERRITORY, OR ELSEWHERE.

This Announcement, and the information contained herein, or any part of it,
does not constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any securities
in any Restricted Territory or any other jurisdiction in which the same would
be unlawful.  The distribution of this Announcement and/or the Placing and/or
issue of the Placing Shares in certain jurisdictions may be restricted by
law.  No action has been taken by the Company or by Stifel Nicolaus Europe
Limited ("Stifel") or H&P Advisory Limited ("H&P"; and together with
Stifel, the "Joint Bookrunners") or any of their respective Affiliates, or any
of their respective Affiliates' agents, directors, officers or employees that
would 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 jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Joint Bookrunners to inform themselves about and to observe
any such restrictions.

All offers of the Placing Shares will be made pursuant to an exemption from
the requirement to produce a prospectus under either the EU Prospectus
Regulation or the UK Prospectus Regulation, as applicable.  In the United
Kingdom, this Announcement is being directed solely at persons in
circumstances in which section 21(1) of the Financial Services and Markets Act
2000 (as amended) (the "FSMA") does not apply.

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 nor the Japanese Ministry of Finance, the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any
state, province or territory of a Restricted Territory.  Any representation
to the contrary is unlawful. Accordingly, the Placing Shares may not be
offered, sold, resold or delivered, directly or indirectly, in or into a
Restricted Territory 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 a Restricted Territory or any other jurisdiction
outside the United Kingdom.

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 any Joint Bookrunner or any of their respective Affiliates, nor
any of its or their respective Affiliates' directors, officers, employees,
agents or advisers as to or in relation to, the accuracy or completeness of
this Announcement or any other written or oral information made available to
or publicly available to any party or its advisers, and any liability
therefore is expressly disclaimed.

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

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

Persons (including, without limitation, nominees and trustees) who have a
contractual right or other legal obligations to forward a copy of this
Announcement should seek appropriate advice before taking any action.

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

By participating in the Bookbuild and the Placing, each Placee (including
individuals, funds or otherwise) by whom or on whose behalf a commitment to
subscribe for Placing Shares has been given will: (a) be deemed to have read
and understood this Announcement in its entirety and (b) be participating,
making an offer and subscribing for Placing Shares on the terms and conditions
contained in this Appendix, including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, indemnities, acknowledgements and
undertakings contained in this Appendix.  Upon being notified of its
allocation of Placing Shares, a Placee who chooses to participate in the
Placing by making an oral and legally binding offer shall be contractually
committed to acquire the number of Placing Shares allocated to it 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 particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:

1.   it has read and understood this Announcement in its entirety (including
the Appendices) and acknowledges that its participation in the Placing will be
governed by, and subject to, the terms and conditions of the Placing as
referred to and included in this Announcement (including the Appendices);

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

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

(a)  it is an EEA Qualified Investor; and

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

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

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

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

(a)  it is a UK Qualified Investor; and

(b)  in respect of any Placing Shares acquired by it as a "financial
intermediary", as that term is used in Article 5(1) of the UK Prospectus
Regulation:

(i)         the Placing Shares acquired by and/or subscribed for by it
in the Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in the United Kingdom
other than to UK Qualified Investors, or in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in the
United Kingdom to UK Qualified Investors, or in circumstances in which the
prior consent of the Joint Bookrunners has been given to each such proposed
offer or resale; or

(ii)        where the Placing Shares have been acquired or subscribed
for by it on behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those Placing Shares to it is not treated under the UK
Prospectus Regulation as having been made to such persons;

5.   it is acquiring the Placing Shares for its own account or is acquiring
the Placing Shares for an account with respect to which it exercises sole
investment discretion and has the authority to make and does make the
representations, warranties, indemnities, acknowledgements, undertakings and
agreements contained in this Announcement; and

6.   it understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix;

7.   it (and any account referred to in paragraph ‎6 above) is either:

(a)  outside the United States acquiring the Placing Shares in offshore
transactions as defined in, and in accordance with, Regulation S under the US
Securities Act; or

(b)  a "qualified institutional buyer" as defined in Rule 144A under the US
Securities Act (a "QIB"); and

8.   in the case of a Relevant Person in Australia who acquires any Placing
Shares pursuant to the Placing:

(a)  it is a "sophisticated investor" meeting the criteria in section 708(8)
of the Corporations Act or an "experienced investor" meeting the criteria in
section 708(10) of the Corporations Act or a "professional investor" meeting
the criteria in section 708(11) of the Corporations Act (in each case as
defined in the Corporations Act) or does not otherwise require disclosure
pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the Placing Shares without
disclosure to investors under Chapter 6D of the Corporations Act; and

(b)  it is not acquiring the Placing Shares for the purposes of selling or
transferring them, or granting, issuing or transferring interests in, or
options or warrants over, them, within Australia within the period of 12
months after the date of allotment except in circumstances where disclosure to
investors under Chapter 6D of the Corporations Act would not be required
pursuant to an exemption under section 708 of the Corporations Act or where
the offer is made pursuant to a disclosure document which complies with
Chapter 6D of the Corporations Act; and

9.   in the case of a Relevant Person in South Africa who acquires any
Placing Shares pursuant to the Placing, it is a person who would fall within
the categories of persons who are not regarded as members of the public in
accordance with the SA Companies Act as set out in section 96(1)(a) or (b) of
the SA Companies Act, being:

(a)  a person whose ordinary business, or part of whose ordinary business, is
to deal in securities, whether as principals or agents;

(b)  a "Public Investment Corporation" as defined in the Public Investment
Corporation Act, No. 23 of 2004 (as amended);

(c)  a person regulated by the Reserve Bank of South Africa;

(d)  an "authorised financial services provider" as defined in the Financial
Advisory and Intermediary Services Act, No. 37 of 2002 (as amended);

(e)  a "financial institution" as defined in the Financial Sector Regulation
Act, No. 9 of 2017;

(f)   a wholly owned subsidiary of the persons contemplated in (c), (d) and
(e);

(g)  an agent acting in the capacity of authorised portfolio manager for a
pension fund registered in terms of the Pension Funds Act, No. 24 of 1956 or
as a manager for a collective investment scheme registered in terms of the
Collective Investment Schemes Control Act, No. 45 of 2002;

(h)  any combination of the persons contemplated in (a) to (f); and/or

(i)   a person who, were they to subscribe for securities, would subscribe
for a minimum amount of R1,000,000 per single addressee acting as principal.

No prospectus required for Placing Shares

The Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published.  No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the Placing or the Placing Shares, and Placees' commitments
will be made solely on the basis of the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement (the "Publicly Available Information") and subject to any
further terms set forth in the contract note sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this
Announcement is exclusively the responsibility of the Company and confirms
that it has neither received nor relied on any information (other than the
Publicly Available Information), representation, warranty or statement made by
or on behalf of the Joint Bookrunners or the Company or any other person and
none of the Joint Bookrunners, the Company nor any other person acting on such
person's behalf nor any of their respective Affiliates has or shall have any
liability for any Placee's decision to participate in the Placing based on any
other information, representation, warranty or statement.  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.  No Placee should consider any information in
this Announcement to be legal, tax or business advice.  Nothing in this
paragraph shall exclude the liability of any person for fraudulent
misrepresentation.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners are acting as placement agents in connection with the
Placing.  The Joint Bookrunners have entered into a placing agreement (the
"Placing Agreement") with the Company under which, on the terms, and subject
to, the conditions set out in the Placing Agreement, the Joint Bookrunners, as
agents for and on behalf of the Company, have severally (and not jointly or
jointly and severally) agreed to use their respective reasonable endeavours to
procure Placees for the Placing Shares at a price of 5 (five) pence per
Placing Share (the "Placing Price"). The number of Placing Shares in the
Placing will be determined following completion of the Bookbuild and set out
in the term sheet to be entered into between the Joint Bookrunners and the
Company ("Placing Term Sheet"). The timing of the closing of the book and
allocations will be at the discretion of the Joint Bookrunners and the
Company. Details of the number of Placing Shares will be announced as soon as
practicable after the close of the Bookbuild.

In accordance with the terms and subject to the conditions in the Placing
Agreement, the Placing is not underwritten by the Joint Bookrunners and in the
event that subscribers are not obtained for all or any of the Placing Shares
(being the "Unplaced Shares") or in the event of a default to make payment by
any subscribers procured by the Joint Bookrunners, there will be no obligation
on any Joint Bookrunner to subscribe for any Unplaced Shares or defaulted
Placing Shares.

The Placing Shares will, when issued, be subject to the articles of
incorporation of the Company and credited as fully paid and will rank pari
passu in all respects with the existing issued ordinary shares of no par value
("Ordinary Shares") in the capital of the Company, including the right to
receive all dividends and other distributions declared, made or paid in
respect of such Ordinary Shares after the date of issue of the Placing Shares.

Applications for admission to listing and trading

The Company shall procure that WH Ireland Limited, its nominated adviser,
shall make, on the Company's behalf, the Application to the London Stock
Exchange for admission of the Placing Shares to trading on the AIM market
operated by the London Stock Exchange ("AIM") ("Admission").

It is expected that Admission will take place on or before 8.00 a.m. on 21
September 2022 (or such later date as may be agreed between the Company and
the Joint Bookrunners).

Bookbuild process

Following the release of this Announcement, the Joint Bookrunners will
commence a bookbuild process in respect of the Placing (the "Bookbuild") to
determine demand for participation in the Placing by Placees. The book will
open with immediate effect following release of this Announcement.

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 sole
discretion, determine.

Principal terms of the Bookbuild and Placing

1.   Stifel and H&P are acting as joint bookrunners in connection with
the Placing, severally, and not jointly, nor jointly and severally, as agents
of the Company.

2.   Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by the Joint Bookrunners to participate. The
Joint Bookrunners and any of their respective Affiliates are entitled to enter
bids in the Bookbuild.

3.   The number of the Placing Shares will be established in the Bookbuild
and announced by the Company through a Regulatory Information Service (the
"Placing Results Announcement") following the completion of the Bookbuild and
the entry into the Placing Term Sheet by the Company and the Joint
Bookrunners.  The Joint Bookrunners and the Company reserve the right to
increase the amount to be raised and the number of Placing Shares to be issued
pursuant to the Placing in their absolute discretion.

4.   The number of Placing Shares and the aggregate proceeds to be raised
through the Placing will be agreed between the Joint Bookrunners and the
Company following completion of the Bookbuild.

5.   To bid in the Bookbuild, Placees should communicate their bid by
telephone to their usual sales contact at the relevant Joint Bookrunner. Each
bid should state the number of Placing Shares which a prospective Placee
wishes to subscribe for at the Placing Price. Bids may be scaled down by the
Joint Bookrunners on the basis referred to in paragraph ‎10 below.

6.   The Bookbuild is expected to close no later than 8.00 a.m. on 16
September 2022 but may be closed earlier or later at the absolute discretion
of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed. The
Company reserves the right (upon agreement of the Joint Bookrunners) to reduce
or seek to increase the amount to be raised pursuant to the Placing, in its
discretion.

7.   The Joint Bookrunners and the Company, shall, acting in good faith,
agree all allocation matters in respect of the Placing in accordance with the
terms of the Placing Agreement and will be confirmed orally or in writing by
the relevant Joint Bookrunner, acting as agent of the Company, to the Placees.
The relevant Joint Bookrunner's oral or written confirmation of an allocation
to such Placee will give rise to a legally binding commitment by such person
(who will at that point become a Placee), in favour of the relevant Joint
Bookrunner and the Company, under which such Placee agrees to subscribe for
the number of Placing Shares allocated to it and to pay the Placing Price for
each such Placing Share on the terms and subject to the conditions set out in
this Appendix and in accordance with the Company's articles of incorporation.

8.   The Company will release the Placing Results Announcement following the
close of the Bookbuild, detailing the aggregate number of the Placing Shares
to be issued.

9.   Each Placee's allocation and commitment will be evidenced by a contract
note or electronic confirmation issued to such Placee by the relevant Joint
Bookrunner. A bid in the Bookbuild will be made on the terms, and subject to,
the conditions in this Appendix and the terms of this Appendix will be deemed
incorporated into the contract note, the form of which will be dispatched to
each Placee as soon as possible after its allocation of Placing Shares has
been confirmed orally or in writing to it by the relevant Joint Bookrunner.

10.  Subject to paragraphs ‎6, ‎7 and ‎8 above, each of the Joint
Bookrunners may choose to accept bids, either in whole or in part, on the
basis of allocations determined at their discretion and may scale down any
bids for this purpose on such basis as they may determine or be directed.
The Joint Bookrunners may also, notwithstanding paragraphs ‎6, ‎7 and
‎8 above, subject to the prior consent of the Company, allocate Placing
Shares after the:

(a)  time of any initial allocation to any person submitting a bid after that
time; and

(b)  Bookbuild has closed to any person submitting a bid after that time,

and the acceptance of offers shall be at the absolute discretion of the Joint
Bookrunners. If within a reasonable time after a request for verification of
identity, the Joint Bookrunners have not received such satisfactory evidence,
the Joint Bookrunners may, in their absolute discretion, terminate the
Placee's Placing participation in which event all funds delivered by the
Placee to the Joint Bookrunners will be returned without interest to the
account of the drawee bank or CREST account from which they were originally
debited.

11.  A bid in the Bookbuild will be made on the terms, and subject to, the
conditions in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with the relevant Joint Bookrunner's
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint Bookrunner and
the Company, to pay to it (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares
such Placee has agreed to acquire and the Company has agreed to allot and
issue to that Placee. The Company shall allot such Placing Shares to each
Placee following each Placee's payment to the relevant Joint Bookrunner of
such amount.

12.  The Placing Shares are being offered and sold by the Company: (a)
outside the United States in offshore transactions as defined in, and pursuant
to, Regulation S under the US Securities Act, or (b) in the United States to
persons reasonably believed to be QIBs in transactions not involving any
"public offering" within the meaning of Section 4(a)(2) of the US Securities
Act, and/or pursuant to an exemption from the registration requirements of the
US Securities Act. The Placee and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be: (a) outside the United States and subscribing for the Placing Shares in an
"offshore transaction" as defined in, and pursuant to, Regulation S under the
US Securities Act; or (b) (i) a QIB, and (ii) subscribing for the Placing
Shares pursuant to an exemption from the registration requirements under the
US Securities Act.

13.  Each potential Placee located or resident in Australia must qualify as
either a "sophisticated investor" meeting the criteria in section 708(8) of
the Corporations Act or an "experienced investor" meeting the criteria in
section 708(10) of the Corporations Act or a "professional investor" meeting
the criteria in section 708(11) of the Corporations Act that has either
executed and delivered, or will execute and deliver, an Australian investor
letter and satisfy the eligibility requirements set forth therein.

14.  Except as required by law or regulation, no press release or other
announcement will be made by the Joint Bookrunners 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.

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

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

17.  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.

18.  To the fullest extent permissible by law, none of:

(a)  the Joint Bookrunners;

(b)  any of their respective Affiliates, agents, directors, officers,
consultants or employees; nor

(c)  to the extent not contained within ‎(a) or ‎(b) above, any person
connected with the Joint Bookrunners as defined in the FSMA ((b) and (c) being
together Affiliates and individually an Affiliate of the Joint Bookrunners),

shall have any responsibility or liability (including to the extent
permissible by law, any fiduciary duties) to Placees or to any other person
whether acting on behalf of a Placee or otherwise.  In particular, none of
the Joint Bookrunners, nor the Company, nor any of their respective Affiliates
nor any of its or their agents, directors, officers or employees shall have
any liability (including, to the extent permissible by law, any fiduciary
duties) in respect of the Joint Bookrunners'' conduct of the Bookbuild or of
such alternative method of effecting the Placing as the Joint Bookrunners and
the Company may agree or determine.

Registration and settlement of the Placing Shares

If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic trade confirmation which will confirm the number
of Placing Shares allocated to them at the Placing Price and the aggregate
amount owed by them to the relevant Joint Bookrunner.

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

Settlement of transactions in the Placing Shares (ISIN: GG00BD95V148) placed
by the Joint Bookrunners following Admission will take place within CREST,
subject to certain exceptions.  Settlement of the Placing Shares through
CREST will be on a T+2 basis unless otherwise notified by any Joint Bookrunner
and is expected to occur on 21 September 2022 in accordance with the contract
note or electronic trade 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 the Joint
Bookrunners may agree that the Placing Shares should be issued in certificated
form.  Each of the Joint Bookrunners 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 a Placee's jurisdiction.

General

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above the prevailing base rate of Barclays Bank plc as
determined by the Joint Bookrunners.

Each Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint Bookrunner may sell any or all of the Placing
Shares allocated to that Placee on their behalf and retain from the proceeds,
for the Company's own account and benefit, an amount equal to the aggregate
amount owed by the Placee plus any interest due.  The relevant Placee will,
however, remain liable for any shortfall below the Placing Price and for any
stamp duty or stamp duty reserve tax (together with any interest or penalties)
which may arise upon the sale of its Placing Shares on its behalf.

By communicating a bid for Placing Shares, such Placee confers on the Joint
Bookrunners all such authorities and powers necessary to carry out such sale
and agrees to ratify and confirm all actions which the Joint Bookrunners
lawfully take in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is
copied and delivered immediately to the relevant person within that
organisation. Insofar as Placing Shares are registered in a Placee's name or
that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such Placing Shares
should, subject as provided below, be so registered free from any liability to
United Kingdom stamp duty or stamp duty reserve tax. Placees will not be
entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The obligations of the Joint Bookrunners under the Placing Agreement are, and
the Placing is, conditional upon, inter alia:

1.   Admission of the Placing Shares becoming effective by no later than
8.00 a.m. on 21 September 2022 (or such later time and / or date as the
Company and the Joint Bookrunners shall agree, not being later than 30
September 2022);

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

3.   the Company having fully performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission of the Placing Shares; and;

4.   each of the DBN Debt Financing, the Global Resources PE Fund Financing
and the agreement for the Subscription Shares not having been rescinded,
withdrawn, terminated or lapsed prior to Admission; and

5.   each of the DBN Debt Financing, the Global Resources PE Fund Financing
and the agreement for the Subscription Shares not having been rescinded,
withdrawn, terminated or lapsed prior to Admission,

(together, the "Conditions").

If: (a) any of the Conditions are not fulfilled or waived by the Joint
Bookrunners (acting jointly) by the respective time or date where specified
(or such later time or date as the Company and the Joint Bookrunners may
agree, save that such time shall not be extended beyond 8.00 a.m. on the Long
Stop Date); (b) any of such Conditions becomes incapable of being fulfilled;
or (c) the Placing Agreement is terminated in the circumstances specified
below, the Placing in relation to the Placing Shares will lapse and the
Placee's rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee against either the Company or any of the Joint
Bookrunners in respect thereof.

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

The Joint Bookrunners may, in their absolute discretion (acting jointly) and
upon such terms as each of them thinks fit, waive fulfilment of all or any of
the Conditions in the Placing Agreement in whole or in part, or extend the
time provided for fulfilment of one or more Conditions, save that certain
Conditions (including the condition relating to Admission) may not be
waived.  Any such extension or waiver will not affect Placees' commitments as
set out in this Appendix. The Joint Bookrunners may each terminate the Placing
Agreement in certain circumstances, details of which are set out below.

None of the Joint Bookrunners nor any of their respective Affiliates, agents,
directors, officers or employees nor the Company shall have any liability to
any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision any of them may make as to whether or
not to waive or to extend the time and/or date for the satisfaction of any
Condition to the Placing nor for any decision any of them may make as to the
satisfaction of any Condition, the number of Placing Shares to be placed 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 each
Joint Bookrunner.

Termination of the Placing

The Joint Bookrunners are entitled to terminate the Placing Agreement in
accordance with its terms in certain circumstances, including, inter alia, if
at any time before Admission a Joint Bookrunner becomes aware that:

1.   any statement contained in this document and any other documents to be
issued by the Company in connection with the Placing is incorrect or has
become or been discovered to be untrue, inaccurate in any material respect or
misleading or that there has been a material omission therefrom; or

2.   in the opinion of either of the Joint Bookrunners (acting in good
faith), any of the warranties of the Company contained in the Placing
Agreement was, when given, untrue, inaccurate or misleading or are not true
and accurate or have become misleading by reference to the facts subsisting at
the time; or

3.   in the opinion of either of the Joint Bookrunners (acting in good
faith), the Company has failed to comply with any of its obligations contained
in the Placing Agreement and that failure is material in the context of
Admission, the Bookbuild and the Placing (or any of them); or

4.   the appointment of the Joint Bookrunners as agent of the Company
pursuant to the Placing Agreement has been terminated for whatever reason;

5.   in the opinion of either of the Joint Bookrunners (acting in good
faith), there has occurred, in a Joint Bookrunner's opinion, a Material
Adverse Change;

6.   there has been a change in national or international financial,
political, economic or stock market conditions (primary or secondary); an
incident of terrorism, outbreak or escalation of hostilities, war, declaration
of martial law or any other calamity or crisis or epidemic or material
worsening of the pandemic known as COVID-19; a suspension or material
limitation in trading of securities generally on any stock exchange; any
change in currency exchange rates or exchange controls or a disruption of
settlement systems or a material disruption in commercial banking or
securities settlement or clearance services, in each case as would be likely
in the opinion of the Joint Bookrunners (acting in good faith) to materially
prejudice the success of the Admission, the Bookbuild and the Placing (or any
of them); or

7.   there has occurred a suspension (which, in a Joint Bookrunner's opinion
(acting in good faith), is material in the context of the Placing) or
cancellation by the London Stock Exchange of trading in the Company's
securities.

On the occurrence of any one or more of the above-mentioned circumstances, the
Joint Bookrunners may, in their absolute discretion, by notice in writing to
the Company (or by orally communicating the same to the Company), terminate
the Placing Agreement with immediate effect.

If the Placing Agreement is terminated in accordance with its terms, the
rights and obligations of each Placee in respect of the Placing as described
in this Announcement shall cease and terminate at such time and no claim can
be made by any Placee in respect thereof.

Any termination by one Joint Bookrunner of its rights under the Placing
Agreement shall be without prejudice to the obligations and rights of the
other Joint Bookrunners and the Placing Agreement shall continue in full force
and effect. No consents or approvals in respect of the Placing shall be
required of any Joint Bookrunner who has terminated its rights under the
Placing Agreement.

By participating in the Bookbuild, each Placee agrees with the Company and the
Joint Bookrunners that the exercise by the Company or the Joint Bookrunners of
any right of termination or any other right or other discretion under the
Placing Agreement shall be within the absolute discretion of the Company or
the Joint Bookrunners or for agreement between the Company and the Joint
Bookrunners (as the case may be) and that neither the Company nor the Joint
Bookrunners need make any reference to such Placee and that none of the
Company, the Joint Bookrunners, nor any of their respective Affiliates,
agents, directors, officers or employees shall have any liability to such
Placee (or to any other person whether acting on behalf of a Placee or
otherwise) whatsoever in connection with any such exercise.

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

Representations, warranties and further terms of Placing

By submitting a bid and/or participating in the Bookbuild, each prospective
Placee (and any person acting on such Placee's behalf) represents, warrants,
acknowledges and agrees (for itself and for any such prospective Placee) in
favour of the Joint Bookrunners and the Company that (save where the Joint
Bookrunners expressly agree in writing to the contrary):

it has read and understood this Announcement in its entirety and that its
acquisition of and subscription for Placing Shares is subject to and based
upon all the terms, conditions, representations, warranties, indemnities,
acknowledgements, agreements and undertakings and other information contained
herein and that it has not relied on, and will not rely on, any information
given or any representations, warranties or statements made at any time by any
person in connection with Admission, the Bookbuild, the Placing, the Company,
the Placing Shares or otherwise, other than the information contained in this
Announcement and the Publicly Available Information;

2.   it acknowledges no offering document or prospectus or admission
document has been or will be prepared in connection with the Placing or is
required under the EU Prospectus Regulation, the UK Prospectus Regulation,
under the securities laws of the United States, the Corporations Act and the
securities laws of South Africa, and it has not received and will not receive
a prospectus, admission document or other offering document in connection with
Admission, the Bookbuild, the Company, the Placing or the Placing Shares;

3.   it acknowledges that the Ordinary Shares are traded on the AIM, and
that the Company is therefore required to publish certain business and
financial information in accordance with the AIM Rules for Companies and the
Regulation (EU) No. 596/2014 of the European Parliament and of the Council of
16 April 2014 on market abuse (and from 11pm on 31 December 2020 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018)
("MAR") or applicable law (collectively, the "Exchange Information"), which
includes a description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account, and similar
statements for preceding financial years and that it has reviewed such
Exchange Information and that it is able to obtain or access such Exchange
Information;

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

5.   it has made its own assessment of the Placing Shares 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 none of the Joint
Bookrunners nor the Company nor any of their respective Affiliates, agents,
directors, officers or employees nor any person acting on behalf of any of
them has provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the information
in this Announcement or the Publicly Available Information; nor has it
requested any of the Joint Bookrunners, the Company, any of their respective
Affiliates, agents, directors, employees or officers or any person acting on
behalf of any of them to provide it with any such information;

6.   none of the Joint Bookrunners, the Company nor any person acting on
behalf of them nor any of their respective Affiliates, agents, directors,
officers or employees has or shall have any liability for any Publicly
Available Information, or any representation relating to the Company, provided
that nothing in this paragraph excludes the liability of any person for
fraudulent misrepresentation made by that person;

7.   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 is contained in
the Publicly Available Information, such information being all that it deems
necessary to make an investment decision in respect of the Placing Shares and
it has made its own assessment of the Company, the Placing Shares and the
terms of the Placing based on Publicly Available Information;

8.   none of the Joint Bookrunners, nor the Company (nor any of their
respective Affiliates, agents, directors, officers and employees) have made
any representation or warranty to it, express or implied, with respect to the
Company, the Placing, the Bookbuild or the Placing Shares or the accuracy,
completeness or adequacy of the Publicly Available Information;

9.   none of the Joint Bookrunners, (nor any of their respective Affiliates,
agents, directors, officers and employees) accepts any responsibility for any
acts or omissions of the Company or any of the Directors or any other person
(other than the relevant Joint Bookrunner) in connection with the Placing;

10.  it has conducted its own investigation of the Company, the Placing, the
Bookbuild and the Placing Shares, satisfied itself that the information is
still current and relied on that investigation for the purposes of its
decision to participate in the Placing;

11.  it has not relied on any investigation that the Joint Bookrunners or any
person acting on their behalf may have conducted with respect to the Company,
the Placing, the Bookbuild or the Placing Shares;

12.  the content of this Announcement and the Publicly Available Information
has been prepared by and is exclusively the responsibility of the Company and
that none of the Joint Bookrunners nor any persons acting on their behalf is
responsible for or has or shall have any liability for any information,
representation, warranty or statement relating to the Company contained in
this Announcement or the Publicly Available Information nor will they be
liable for any Placee's decision to participate in the Placing based on any
information, representation, warranty or statement contained in this
Announcement, the Publicly Available Information or otherwise.  Nothing in
this Appendix shall exclude any liability of any person for fraudulent
misrepresentation;

13.  unless otherwise specifically agreed with the Joint Bookrunners, that 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 resident of a Restricted
Territory or any other jurisdiction in which it would be unlawful to make or
accept an offer to acquire the Placing Shares, subject to certain
restrictions; and further acknowledges that the Placing Shares have not been
and will not be registered or otherwise qualified, for offer and sale nor will
an offering document, prospectus, offering memorandum or admission document be
cleared or approved in respect of any of the Placing Shares under the
securities legislation of the United States or any other Restricted Territory
and, subject to certain exceptions, may not be offered, sold, transferred,
delivered or distributed, directly or indirectly, in or into those
jurisdictions or in any country or jurisdiction where any such action for that
purpose is required;

14.  that it acknowledges that the Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the Placing Shares under the securities laws of any Restricted Territory
and, subject to certain exceptions, may not be offered, sold, taken up,
renounced or delivered or transferred, directly or indirectly or any other
Restricted Territory or in any country or jurisdiction where any such action
for that purpose is required;

15.  it has the funds available to pay for the Placing Shares for which it
has agreed to subscribe and acknowledges and agrees that it will pay the total
subscription amount in accordance with the terms of this Announcement on the
due time and date set out herein, failing which the relevant Placing Shares
may be placed with other Placees or sold at such price as the Joint
Bookrunners determine;

16.  it and/or each person on whose behalf it is participating:

a.   is entitled to acquire Placing Shares pursuant to the Placing under the
laws and regulations of all relevant jurisdictions;

b.   has fully observed such laws and regulations;

c.    has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and

d.   has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all
necessary consents and authorities to agree to the terms set out or referred
to in this Appendix) under those laws or otherwise and has complied with all
necessary formalities to enable it to enter into the transactions contemplated
hereby and to perform its obligations in relation thereto and, in particular,
if it is a pension fund or investment company it is aware of and acknowledges
it is required to comply with all applicable laws and regulations with respect
to its subscription for Placing Shares;

17.  it will not distribute, forward, transfer or otherwise transmit this
Announcement or any part of it, or any other presentational or other materials
concerning the Placing in or into or from the United States (including
electronic copies thereof) to any person, and it has not distributed,
forwarded, transferred or otherwise transmitted any such materials to any
person;

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

19.  it understands that the Company has not undertaken to determine whether
it will be treated as a passive foreign investment company ("PFIC") for US
federal income tax purposes for the current year, or whether it is likely to
be so treated for future years and none of the Company nor any of the Joint
Bookrunners makes any representation or warranty with respect to the same.
Accordingly, neither the Company nor any of the Joint Bookrunners can provide
any advice to US investors as to whether the Company is or is not a PFIC for
the current tax year, or whether it will be in future tax years.
Accordingly, neither the Company nor any of the Joint Bookrunners undertakes
to provide to US investors or shareholders any information necessary or
desirable to facilitate their filing of annual information returns, and US
investors and shareholders should not assume that this information will be
made available to them;

20.  none of the Joint Bookrunners, their respective Affiliates and any
person acting on behalf of any of them is making any recommendations to it or
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing and that participation in the Placing is on the
basis that it is not and will not be a client of any Joint Bookrunner and that
no Joint Bookrunner has any duties or responsibilities to it for providing the
protections afforded to its clients or for providing advice in relation to the
Placing nor in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise or
performance of any of its rights and obligations thereunder including any
rights to waive or vary any Conditions or exercise any termination right in
accordance with the Placing Agreement;

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

22.  it will make payment to the relevant Joint Bookrunner for the Placing
Shares allocated to it in accordance with the terms and conditions of this
Announcement on the due times and dates set out in this Announcement, failing
which the relevant Placing Shares may be placed with others on such terms as
the relevant Joint Bookrunner determines in its absolute discretion without
liability to the Placee and it will remain liable for any shortfall below the
net proceeds of such sale and the placing proceeds of such Placing Shares and
may be required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties due pursuant to the terms set out or referred
to in this Announcement) which may arise upon the sale of such Placee's
Placing Shares on its behalf;

23.  its allocation (if any) of Placing Shares will represent a maximum
number of Placing Shares which it will be entitled, and required, to subscribe
for, and that the Company may call upon it to subscribe for a lower number of
Placing Shares (if any), but in no event in aggregate more than the
aforementioned maximum;

24.  no action has been or will be taken by any of the Company, the Joint
Bookrunners or any person acting on behalf of the Company or the Joint
Bookrunners that would, or is intended to, permit a public offer of the
Placing Shares in the United States or in any country or jurisdiction where
any such action for that purpose is required;

25.  the person who it specifies for registration as holder of the Placing
Shares will be:

a.   the Placee; or

b.   a nominee of the Placee, as the case may be;

26.  the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give
rise to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating
in the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;

27.  if in the United Kingdom, that it is a UK Qualified Investor and it
undertakes that it will acquire, hold, manage and (if applicable) dispose of
any Placing Shares that are allocated to it for the purposes of its business
only;

28.  if it is acting as a "financial intermediary", as that term is used in
Article 2(d) of the EU Prospectus Regulation or the UK Prospectus Regulation,
as the case may be, that the 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 a member state of
the EEA other than EEA Qualified Investors or persons in the United Kingdom
other than UK Qualified Investors, or in circumstances in which the prior
consent of the Joint Bookrunners and the Company has been given to the
proposed offer or resale;

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

30.  that it has not offered or sold and, prior to the expiry of a period of
six months from Admission, will not offer or sell any Placing Shares to
persons in the United Kingdom, except to UK Qualified Investors or otherwise
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 Article 2(d) of the
UK Prospectus Regulation;

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

32.  that any offer of Placing Shares may only be directed at persons in the
United Kingdom who are UK Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the United Kingdom prior to Admission except to
UK Qualified Investors or otherwise in circumstances which have not resulted
in and which will not result in an offer to the public in the United Kingdom
within the meaning of the UK Prospectus Regulation;

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

34.  except for a limited number of QIBs who have executed and delivered to
the Company and the Joint Bookrunners, a US Investor Letter substantially in
the form provided to such QIB, it and the person(s), if any, for whose account
or benefit it is acquiring Placing Shares are purchasing the Placing Shares in
an "offshore transaction" as defined in, and in accordance with, Regulation S;

35.  if it is a person in Australia, that it is a: (a) "sophisticated
investor" meeting the criteria in section 708(8) of the Corporations Act or an
"experienced investor" meeting the criteria in section 708(10) of the
Corporations Act or a "professional investor" meeting the criteria in section
708(11) of the Corporations Act (in each case as defined in the Corporations
Act); or (b) does not otherwise require disclosure pursuant to one or more
exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;

36.  if it is a person in Australia that it is not acquiring the Placing
Shares for the purposes of selling or transferring them, or granting, issuing
or transferring interests in, or options or warrants over, them, within
Australia within the period of 12 months after the date of allotment except in
circumstances where disclosure to investors under Chapter 6D of the
Corporations Act would not be required pursuant to an exemption under section
708 of the Corporations Act or where the offer is made pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act;
and

37.  if it is a person in South Africa, that it is: (a) a person whose
ordinary business, or part of whose ordinary business, is to deal in
securities, whether as principals or agents; (b) a "Public Investment
Corporation" as defined in the Public Investment Corporation Act, No. 23 of
2004 (as amended); (c) a person regulated by the Reserve Bank of South Africa;
(d) an authorised financial services provider as defined in the Financial
Advisory and Intermediary Services Act, No. 37 of 2002 (as amended); (e) a
financial institution as defined in the Financial Sector Regulation Act, No. 9
of 2017; (f) a wholly owned subsidiary of the persons contemplated in (c), (d)
and (e); (g) acting as agent in the capacity of authorised portfolio manager
for a pension fund registered in terms of the Pension Funds Act, No. 24 of
1956 or as a manager for a collective investment scheme registered in terms of
the Collective Investment Schemes Control Act, No. 45 of 2002; (h) it is any
combination of the persons contemplated in (a) to (f); and/or (i) it is a
person who, were they to subscribe for securities, would subscribe for a
minimum amount of R1,000,000 per single addressee acting as principal;

38.  it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the FSMA) relating
to Placing Shares in circumstances in which section 21(1) of the FSMA does not
require approval of the communication by an authorised person and it
acknowledges and agrees that this Announcement has not been approved by any of
the Joint Bookrunners in their capacity as an authorised person under section
21 of the FSMA and it may not therefore be subject to the controls which would
apply if it was made or approved as financial promotion by an authorised
person;

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

40.  if it has received any confidential price sensitive information about
the Company in advance of the Placing, it has not:

a.   dealt in the securities of the Company;

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

c.    disclosed such information to any person, prior to the information
being made publicly available;

41.  each Joint Bookrunner and its Affiliates, acting as an investor for its
or their own account(s), may bid or subscribe for and/or purchase Placing
Shares and, in that capacity, may retain, purchase, offer to sell or otherwise
deal for its or their own account(s) in the Placing Shares, any other
securities of the Company or other related investments in connection with the
Placing or otherwise.  Accordingly, references in this Announcement to the
Placing Shares being offered, subscribed, acquired or otherwise dealt with
should be read as including any offer to, or subscription, acquisition or
dealing by, the Joint Bookrunners and/or any of their respective Affiliates
acting as an investor for its or their own account(s).  None of the Joint
Bookrunners nor the Company intend to disclose the extent of any such
investment or transaction otherwise than in accordance with any legal or
regulatory obligation to do so;

42.  it has complied with its obligations under the Criminal Justice Act
1993, MAR and in connection with money laundering and terrorist financing
under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the
Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006 and the
Money Laundering, Terrorist Financing and Transfer of Funds (Information on
the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and
any related or similar rules, regulations or guidelines issued, administered
or enforced by any government agency having jurisdiction in respect thereof
(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;

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

44.  it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Announcement will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the Placing and that
Placees will have no right to be consulted or require that their consent be
obtained with respect to the Company's or the Joint Bookrunners' conduct of
the Placing;

45.  it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
subscribing for the Placing Shares.  It further acknowledges that it is
experienced in investing in securities of this nature and is aware that it may
be required to bear, and is able to bear, the economic risk of, and is able to
sustain, a complete loss in connection with the Placing.  It has relied upon
its own examination and due diligence of the Company and its Affiliates taken
as a whole, and the terms of the Placing, including the merits and risks
involved, and not upon any view expressed or information provided by or on
behalf of the Joint Bookrunners;

46.  it irrevocably appoints any duly authorised officer of each Joint
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares for which it
agrees to subscribe for upon the terms of this Announcement;

47.  the Company, the Joint Bookrunners and others (including each of their
respective Affiliates, agents, directors, officers and employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to each Joint Bookrunner on
its own behalf and on behalf of the Company and are irrevocable;

48.  it is acting as principal only in respect of the Placing or, if it is
acquiring the Placing Shares as a fiduciary or agent for one or more investor
accounts, it is duly authorised to do so and it has full power and authority
to make, and does make, the foregoing representations, warranties,
acknowledgements, agreements and undertakings on behalf of each such accounts;

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

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

51.  acknowledges that its commitment to subscribe for Placing Shares on the
terms set out in this Announcement will continue notwithstanding any amendment
that may in future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be obtained with
respect to the Company's conduct of the Placing;

52.  the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and

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

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective Affiliates, agents, directors,
officers and employees 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 given by the Placee (and any
person acting on such Placee's behalf) in this Appendix or incurred by the
Joint Bookrunners, the Company or each of their respective Affiliates, agents,
directors, officers or employees arising from the performance of the Placee's
obligations as set out in this Announcement, and further agrees that the
provisions of this Appendix shall survive after the completion of the Placing.

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

The Joint Bookrunners and the Company will not be responsible for any
liability to stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement.  Each Placee and any person acting on behalf of
such Placee agrees to acquire Placing Shares pursuant to the Placing and
agrees to indemnify the Company and the Joint Bookrunners in respect of the
same on the basis that the Placing Shares will be allotted to a CREST stock
account of a Joint Bookrunner or transferred to a CREST stock account of a
Joint Bookrunner who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it.

The representations, warranties, acknowledgements, agreements, confirmations
and undertakings contained in this Appendix are given to each Joint Bookrunner
for itself and on behalf of the Company and are irrevocable.

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

Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each Joint Bookrunner may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in
respect of some or all of the Placing Shares or by nominating any connected or
associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with the relevant Joint
Bookrunner on behalf of the Placee and/or any person acting on behalf of the
Placee will not be treated as client money within the meaning of the relevant
rules and regulations of the FCA made under the FSMA.  Each Placee
acknowledges that the money will not be subject to the protections conferred
by the client money rules: as a consequence, this money will not be segregated
from the relevant Joint Bookrunner's money in accordance with the client money
rules and will be held by it under a banking relationship and not as trustee.

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.
Placees will be notified of any changes.

No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.

The price of shares 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.

The Placing Shares to be issued pursuant to the Placing will not be admitted
to trading on any stock exchange other than AIM.

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.

 

DEFINITIONS

In this Announcement, unless the context otherwise requires:

"Admission" means the admission of the Placing Shares to trading on the AIM
market of the London Stock Exchange;

"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the US
Securities Act or Rule 405 under the US Securities Act, as applicable and, in
the case of the Company, includes its subsidiary undertakings;

"AIM" means AIM, a market operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated
Advisers;

"AIM Rules for Companies" means the AIM Rules for Companies as issued by the
London Stock Exchange, from time to time;

"AIM Rules for Nominated Advisers" means the AIM Rules for Nominated Advisers
as issued by the London Stock Exchange, from time to time;

"Announcement" means this announcement (including the Appendix);

"Appendix" means an appendix to this Announcement;

"Application" means the application made by WH Ireland Limited, on behalf of
the Company, to the London Stock Exchange for Admission;

"Bookbuild" means the accelerated bookbuild process in relation to the
Placing, on the terms described in the Placing Agreement and the other
documents relating to the Placing, which will establish the number of Placing
Shares to be issued and allotted pursuant to the Placing;

"Business Day" means any day, other than a Saturday or Sunday, when clearing
banks are open for business in London, United Kingdom;

"Company" means AfriTin Mining Limited, a company incorporated in Guernsey
with registered number 63974 and listed on AIM, whose registered office is at
PO Box 282, Oak House, Hirzel Street, St Peter Port, Guernsey GY1 3RH;

"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & International Limited is the Operator (as
defined in the CREST Regulations) in accordance with which securities may be
held and transferred in uncertificated form;

"CREST Regulations" means the Uncertificated Securities
Regulations 2001 (SI 2001/3755), as amended from time to time;

"DBN Debt Financing" means a proposed, conditional US$5.8 million (c£5m)
lending facility with the Development Bank of Namibia;

"Directors" means the directors of the Company for the time being;

"EEA" means the European Economic Area;

"EEA Qualified Investor" means qualified investors as defined in Article 2(e)
of the EU Prospectus Regulation;

"EU Prospectus Regulation" means the Prospectus Regulation (EU) 2017/1129;

"Exchange Information" means the business and financial information the
Company is required to publish in accordance with MAR and the AIM Rules;

"FCA" means the Financial Conduct Authority of the United Kingdom;

"FSMA" means the Financial Services and Markets Act 2000, as amended,
including any regulations made pursuant thereto;

"Global Resources PE Financing" means the term sheet to be entered into
between a Global Resources PE Firm and the Company on or around the date of
the Placing Agreement;

"Group" means the Company and all its subsidiary undertakings, and "Group
Company" means any of them;

"H&P" means H&P Advisory Limited, a company incorporated in England
and Wales with registered number 01850105 whose registered office is at 3rd
Floor, 7-10 Chandos Street, London, England, W1G 9DQ;

"Joint Bookrunners" means H&P and Stifel and "Joint Bookrunner" shall be
construed accordingly;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 7 October 2022;

"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, and from 11pm on 31 December 2020
as it forms part of domestic law by virtue of the European Union (Withdrawal)
Act 2018;

"Material Adverse Change" means any material change in, or any event or
circumstance that might reasonably result in such a material adverse change
in, or affecting, the business, management, results of operations, assets,
liabilities, financial position or prospects (financial, trading or otherwise)
or profits of the Company or the Group (taken as a whole) (as the case may be)
whether or not arising in the ordinary course of business;

"Ordinary Shares" means the ordinary shares of no par value in the capital of
the Company;

"Placees" means any person procured by either of the Joint Bookrunners (acting
as agents for and on behalf of the Company), on the terms, and subject to, the
conditions of the Placing Agreement, to subscribe for the Placing Shares
pursuant to the Placing;

"Placing" means the placing of the Placing Shares by the Joint Bookrunners
pursuant to the Placing Agreement;

"Placing Agreement" has the meaning given to it in the Appendix to this
Announcement;

"Placing Price" means the price of 5 (five) pence per Placing Share;

"Placing Results Announcement" means the announcement of the results of the
Bookbuild via a Regulatory Information Service;

"Placing Shares" means the new Ordinary Shares proposed to be allotted and
issued by the Company fully paid up and admitted to, quoted or listed (as
applicable) on the London Stock Exchange pursuant to the Placing in accordance
with the terms of the Placing Agreement following the Bookbuild as set out in
the Placing Term Sheet;

"Placing Term Sheet" means the term sheet in relation to the Placing as may be
entered into by the Company and the Joint Bookrunners following the Bookbuild;

"Publicly Available Information" means the information contained in this
Announcement and any information publicly announced through a Regulatory
Information Service by or on behalf of the Company on or prior to the date of
this Announcement;

"QIB" means qualified institutional buyer as defined in Rule 144A under the
US Securities Act;

"Regulation S" means Regulation S under the US Securities Act;

"Regulatory Information Service" means a Regulatory Information Service that
is on the list of approved Regulatory Information Services maintained by the
FCA;

"Relevant Member State" means a member state of the EEA;

"Restricted Territory" means Canada, Australia, Japan or the Republic of South
Africa;

"SA Companies Act" means the South African Companies Act, No. 71 of 2008 (as
amended);

"Stifel" means Stifel Nicolaus Europe Limited, a company incorporated in
England and Wales with registered number 03719559 whose registered office is
at 4th Floor 150 Cheapside, London, United Kingdom, EC2V 6ET;

"subsidiary" has the meaning given to that term in the Companies Act 2006;

"subsidiary undertaking" has the meaning given to that term in the Companies
Act 2006;

"Subscription Shares" means the Ordinary Shares to be subscribed for by
cornerstone investor, Oak Trust (Guernsey) Limited (as trustee of The Orange
Trust), an existing 5.78% shareholder, at the Placing Price;

"Terms and Conditions" means the terms and conditions of the Placing set out
in the Appendix to this Announcement;

"UK Prospectus Regulation" means Prospectus Regulation (EU) 2017/1129 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018;

"UK Qualified Investor" means qualified investors as defined in Article 2(e)
of the UK Prospectus Regulation;

"uncertificated" or in "uncertificated form" means in respect of a share or
other security, where that share or other security is recorded on the relevant
register of the share or security concerned as being held in uncertificated
form in CREST and title to which may be transferred by means of CREST;

"United Kingdom" or "UK" means the United Kingdom of Great Britain and
Northern Ireland;

"US Investor Letter" means the letter in the form provided by any Joint
Bookrunner; and

"US Securities Act" means the US Securities Act of 1933, as amended.

Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK. All references to "U.S $", "$" or "dollars" are
to the lawful currency of the United States of America. All references to "C$"
or "Canadian Dollars" are to the lawful currency of Canada. All references to
"AUD $" or "Australian Dollars" are to the lawful currency of Australia. All
references to "R" or "rand" are to the lawful currency of South Africa. All
references to "€" or "euro" are to the lawful currency of Austria, Belgium,
Cyprus, Estonia, Finland, France, Germany, Greece, Ireland, Italy, Latvia,
Lithuania, Luxembourg, Malta, the Netherlands, Portugal, Slovakia, Slovenia,
and Spain.

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCSFWFMIEESEEU