REG - Cadence Minerals PLC - Proposed Placing

Cadence MineralsAnnouncement

02/02/2022 16:40

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RNS Number : 5175A  Cadence Minerals PLC  02 February 2022

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR"). UPON THE PUBLICATION OF
THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.  THIS ANNOUNCEMENT AND THE
APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF CADENCE MINERALS PLC IN ANY
JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING.

02 February 2022

Cadence Minerals Plc

 

("Cadence Minerals", "Cadence" or the "Company")

 

Proposed Placing

 

Cadence Minerals (AIM/AQX: KDNC; OTC: KDNCY) is pleased to announce that it
has launched a placing ("Placing"), to raise approximately £3.5million
through the Placing of new ordinary shares ("Placing Shares") in the capital
of the Company to new and existing investors at an issue price of 20.5 pence
per share ("Placing Price").

 

The Placing Price represents a discount of approximately 17.1 per cent. to the
closing price of 24.75 pence per ordinary share on 1 February 2022, being the
latest practicable business day prior to the publication of this Announcement.

 

The Placing is subject to the terms and conditions set out in the Appendix to
this Announcement.

 

Cadence intends to use the net proceeds of the Placing to invest further in
the Amapa Iron Ore Project ("Amapa Project" or "Amapa") increasing its stake
to 27 per cent., as announced on 29 December 2021. The funds invested in the
Amapa Project will primarily be used to progress the pre-feasibility studies,
the remaining net proceeds of the Placing will be used for Cadence to continue
to pursue its investment strategy and for general working capital purposes.

 

Funding Details

 

The Company has entered into a placing agreement ("Placing Agreement") with WH
Ireland Limited ("WH Ireland") pursuant to which terms WH Ireland agreed to
arrange the Placing. The Company has given certain customary warranties and
indemnities under the Placing Agreement in favour of WH Ireland. Completion of
the Placing is subject to the satisfaction of the conditions contained in the
Placing Agreement including, but not limited to, Admission.

 

Your attention is drawn to the detailed terms and conditions of the Placing
set out in the Appendix to this Announcement (which forms part of this
Announcement).

 

The Appendix to this Announcement contains the detailed terms and conditions
of the Placing and the basis on which investors agree to participate in the
Placing. The Placing has not been underwritten by WH Ireland. Placees are
deemed to have read and understood this Announcement in its entirety,
including the Appendix, and to have made their offer on the terms and subject
to the conditions contained herein and to have given the representations,
warranties, undertakings and acknowledgements contained in the Appendix to
this Announcement.

The Placing Shares will be issued, credited as fully paid, and will rank pari
passu with the existing Ordinary Shares in issue in the capital of the
Company, including the right to receive all dividends and other distributions
(if any) declared, made or paid on or in respect of such shares after the date
of their issue.

 

The Company is mindful of its existing shareholders and wants to give
shareholders the opportunity to invest on the same terms as those who have
participated in the Placing. Consequently, the Company will shortly be sending
a circular to shareholders setting out the terms of an open offer, which will
allow existing qualifying shareholders the ability to subscribe for further
shares at the Placing Price pro-rata to their existing holdings (the "Open
Offer") up to a maximum number of shares to be detailed in the circular.

 

Admission and Settlement

 

Application will be made for the admission to trading on the AIM market
("AIM") of London Stock Exchange plc ("LSE") and to the AQSE Growth Market
("AQSE") operated by Aquis Stock Exchange Limited for the Placing Shares
("Admission"). Admission is expected to occur at 8.00 a.m. on or around 10
February 2022. There are no shares held in treasury.

 

About the Amapa Project

 

The Amapa Project commenced operations in December 2007 with the first
production of iron ore concentrate product of 712 kt in 2008.  In 2008, Anglo
American (70%) and Cliffs (30%) acquired the Amapa Project in 2008 as part of
a larger package of mining assets in Brazil.

 

Production steadily increased to 4.8 Mt and 6.1 Mt of iron ore concentrate
product in 2011 and 2012.  During this period, Anglo American reported
operating profits from its 70% ownership in the Amapa Project of US$ 120
million (100% US$ 171 million) and US$ 54 million (100% US$ 77 million).
Before its sale in 2012, Anglo American valued its 70% stake in the Amapa
Project at US$ 866 million (100% US$ 1.2 billion). It impaired the asset in
its 2012 Annual Accounts to US$ 462 million (100% US$ 660 million).

 

DEV filed for judicial protection in August 2015 in Brazil, and mining ceased
at the Amapa Project. A judicial order in early 2019 offered investors and
creditors the opportunity to file a revised JRP. Cadence and Indo Sino filed a
conditional JRP, which creditors approved in August 2019. Cadence, Indo Sino
and DEV have continued to develop the Amapa Project and satisfy the conditions
of the JRP.

 

Cadence updated the Mineral Resource Estimate on 2 November 2020, increasing
the MRE by 21%. The current MRE contains a Mineral Resource of 176.7 million
tonnes grading 39.7% Fe in the Indicated category and Mineral Resource of
8.7Mt at 36.9% in the Inferred category, both reported within an optimised pit
shell and using a cut-off grade of 25% Fe.

 

Cadence Amapa Project Stake

 

As mentioned on 29 December 2021, the Company entered into a binding
settlement agreement ("Settlement Agreement") with the secured bank creditors
of DEV Mineraço S.A. ("DEV"), the owner of the Amapa Project in Brazil. The
execution of the Settlement Agreement represents the last major precondition
for Cadence to vest its initial US$ 2.5m for 20% of the large-scale Amapa iron
ore mine, beneficiation plant, railway and private port. Anglo American, a
previous owner had valued its 70% stake in the Amapa Project at US$ 866
million (100% US$ 1.2 billion). It impaired the asset in its 2012 Annual
Accounts to US$ 462 million (100% US$ 660 million).

 

The parties to the agreement are now completing and filing the required
contractual and regulatory documentation which will crystallise the Cadence
and Indo Sino Trade Pte. Ltd. ("Indo Sino") joint venture company's 100%
ownership of DEV and the Amapa Project.

 

The agreement with our joint venture partner, Indo Sino Pty Ltd, is to invest
in and acquire up to  27% of a joint venture company Pedra Branca Alliance
Pte. Ltd. ("JV Co").  On Completion and registration of the Settlement
Agreement the equity of DEV will be transferred to the JV Co, at which point
it will own 99.9% of the Amapa Project.

 

To acquire its 27% interest, Cadence will invest US$ 6 million over two stages
in JV Co. The first stage is for 20% of the JV Co the consideration for which
is US$ 2.5 million. The second stage of investment is for a further 7% of JV
Co for a consideration of US$ 3.5 million.

 

For further information on the Company, please visit www.cadenceminerals.com
(http://www.cadenceminerals.com) or contact:

For further information:

 Cadence Minerals plc                     +44 (0) 207 440 0647
 Andrew Suckling
 Kiran Morzaria

 WH Ireland Limited (NOMAD & Broker)      +44 (0) 207 220 1666
 James Joyce / Darshan Patel
 Harry Ansell / Daniel Bristowe

 Novum Securities Limited (Joint Broker)  +44 (0) 207 399 9400
 Jon Belliss

 

Qualified Person

Kiran Morzaria B.Eng. (ACSM), MBA, has reviewed and approved the information
contained in this announcement. Kiran holds a Bachelor of Engineering
(Industrial Geology) from the Camborne School of Mines and an MBA (Finance)
from CASS Business School.

 

Forward-Looking Statements:

Certain statements in this announcement are or may be deemed to be
forward-looking statements. Forward-looking statements are identified by
their use of terms and phrases such as "believe" "could" "should" "envisage"
"estimate" "intend" ''may'' ''plan'' ''will'' or the negative of those
variations or comparable expressions including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors' current expectations and assumptions regarding the Company's
future growth results of operations performance future capital and other
expenditures (including the amount. nature and sources of funding thereof)
competitive advantages business prospects and opportunities. Such
forward-looking statements reflect the Directors' current beliefs and
assumptions and are based on information currently available to the
Directors.  Many factors could cause actual results to differ materially from
the results discussed in the forward-looking statements including risks
associated with vulnerability to general economic and business conditions
competition environmental and other regulatory changes actions by governmental
authorities the availability of capital markets reliance on key personnel
uninsured and underinsured losses and other factors many of which are beyond
the control of the Company. Although any forward-looking statements contained
in this announcement are based upon what the Directors believe to be
reasonable assumptions. The Company cannot assure investors that actual
results will be consistent with such forward-looking statements.

 

The information contained within this announcement is deemed by the Company to
constitute inside information under UK MAR

WH Ireland Limited, which is a member of the London Stock Exchange, is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority and is acting as financial adviser, nominated adviser and broker for
the purposes of the AIM Rules for Companies.  WH Ireland Limited is acting
exclusively for the Company in connection with the matters referred to in this
Announcement and for no-one else and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients nor for
providing any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.

This Announcement is released by the Company and contains inside information
for the purposes of UK MAR), encompassing information relating to the Placing
raising £3.5million and is disclosed in accordance with the Company's
obligations under UK MAR.

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY WH IRELAND,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUWA AND OTHER IMPLEMENTING MEASURES
(SUCH PERSONS IN (A) AND (B)(I) BEING "QUALIFIED INVESTORS"); (II) ARE EITHER
"INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"ORDER"), OR FALL WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY
AND WH IRELAND TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES.  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.

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

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

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: (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in paragraphs 3.5 and 3.6 of COBS);
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (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 the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.

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.

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

These terms and conditions apply to persons acquiring Placing Shares pursuant
to the Placing. Each Placee hereby agrees with WH Ireland and the Company to
be bound by these terms and conditions as being the terms and conditions upon
which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if WH Ireland confirms to such Placee its
allocation of Placing Shares.

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

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

Details of the Placing Agreement and the Placing Shares

WH Ireland and the Company have entered into a Placing Agreement, under which
WH Ireland have, on the terms and subject to the conditions set out therein,
undertaken to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price, in order to raise up to approximately
£3.5million in gross proceeds. The Placing is not being underwritten by WH
Ireland or any other person.

The Placing Shares are expected to be issued on or around 10 February 2022.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, will be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared, made or
paid on or in respect of Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares will trade under KDNC with ISIN
GB00BJP0B151.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange and Aquis for the
Placing Shares to be admitted to trading on AIM and to the AQSE Growth Market.
Admission for the Placing Shares is expected to become effective and dealings
in such shares are expected to commence at 8.00 a.m. on or around 10 February
2022 ("Admission"). In any event, the latest date for Admission is 28 February
2022 (the "Long Stop Date").

Placing

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.

Participation in, and principal terms of, the Placing are as follows:

1.               WH Ireland is arranging the Placing as agent
for the Company. WH Ireland is regulated by the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective customers or for
providing advice in relation to the matters described in this Announcement.

2.               The number of Placing Shares to be issued at
the Placing Price under the Placing will be agreed between WH Ireland and the
Company.

3.               Participation in the Placing is only available
to persons who are lawfully able to be, and have been, invited to participate
by WH Ireland. WH Ireland is entitled to participate in the Placing as
principal.

4.               Each Placee's allocation has been or will be
confirmed to Placees orally, or in writing (which can include email), by WH
Ireland and a trade confirmation or contract note has been or will be
dispatched as soon as possible thereafter. WH Ireland oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of WH Ireland and
the Company, under which it agrees to acquire by subscription the number of
Placing Shares allocated to it at the Placing Price and otherwise on the terms
and subject to the conditions set out in this Appendix and in accordance with
the Company's articles of association. Except with WH Ireland's consent, such
commitment will not be capable of variation or revocation.

5.               As noted above, each Placee's allocation will,
unless otherwise agreed between the Placee and WH Ireland, be evidenced by a
trade confirmation or contract note issued to each such Placee by WH Ireland.
The terms and conditions of this Announcement (including this Appendix) will
be deemed to be incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on behalf of
which it is made and except with WH Ireland consent will not be capable of
variation or revocation from the time at which it is issued.

6.               Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to WH Ireland (as agent for the
Company), to pay to WH Ireland (or as WH Ireland 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.

7.               Except as required by law or regulation, no
press release or other announcement will be made by WH Ireland 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.

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

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

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

11.             To the fullest extent permissible by law and the
applicable rules of the FCA, neither WH Ireland nor any of its Affiliates
shall have any liability to Placees (or to any other person whether acting on
behalf of a Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and WH Ireland and their Affiliates shall have no liability to the
Placees for the failure of the Company to fulfil those obligations. In
particular, neither WH Ireland nor any of its Affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of WH Ireland's conduct of the Placing.

Conditions of the Placing

WH Ireland's obligations under the Placing Agreement in respect of, amongst
other things, the Placing are conditional on, inter alia:

1.               the release of this Announcement to a
Regulatory Information Service by no later than 4:30 a.m. on 2 February 2022;

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

3.               the Company having fully performed its
obligations under the Placing Agreement to the extent that fall to be
performed or satisfied prior to Admission;

4.               none of the representations, warranties or
undertakings given in the Placing Agreement being untrue, inaccurate or
misleading at any time between the date of the Placing Agreement and
Admission;

5.               admission of the Placing Shares to trading on
AIM becoming effective in accordance with Rule 6 of the AIM Rules and to AQSE
in accordance with the AQSE Rules on or before 8:00 a.m. on 10 February 2022
or such later date as the Company and WHI may agree, but not being later than
8:00 a.m. on 28 February 2022; and

6.               the Placing Agreement not having been
terminated by WH Ireland.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by WH
Ireland by the respective time or date where specified (or such later time or
date as WH Ireland may notify to the Company (being not later than the Long
Stop Date)) or (ii) any of such conditions becomes incapable of being
fulfilled, the Placing will not proceed and the Placees' 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 in respect thereof.

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

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

Right to terminate the Placing Agreement

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

1.               the Company is in breach of any provision of
the Placing Agreement, or with the requirements of applicable laws or
regulations (including UK MAR, FSMA, AQSE Rules or the AIM Rules) in relation
to the Placing;

2.               the Company is in breach of any representation,
warranty or undertaking given in the Placing Agreement or any fact or
circumstance has arisen which has caused or might cause any representation,
warranty or undertaking given in the Placing Agreement to become untrue,
inaccurate or misleading if it were repeated at any time on or before
Admission by reference to the facts or circumstances subsisting at the time of
repetition or any fact or circumstance has arisen which has or might give rise
to a claim under the Placing Agreement; or

3.               any statement contained in any of the Issue
Documents (as defined in the Placing Agreement) is untrue or inaccurate or
misleading or that a new matter has arisen or a change has taken place which
would, if such a document was issued at that time, constitute an omission
therefrom;

4.               in the opinion of WH Ireland there has occurred
any material adverse change in the condition (financial, operational, legal or
otherwise) of the Company and/or any other member of the Group whether or not
arising in the ordinary course;

5.               there having occurred or, in the opinion of WH
Ireland it being reasonably likely that there will occur any material adverse
change in the financial markets in the United Kingdom, or economic, monetary
or market conditions (including a significant and material worsening of the
situation relating to COVID-19) which would have a material impact on the
business and operations of the Company.

If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.

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

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing or
the Placing Shares, and Placees' commitments will be made solely on the basis
of the information contained in this Announcement (including this Appendix)
and the business and financial information that the Company is required to
publish in accordance with the AIM Rules (the "Exchange Information") or has
published via a Regulatory Information Service ("Publicly Available
Information"). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information and/or Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company or WH Ireland or any other person and neither WH
Ireland, the Company nor any other person will be liable for any Placee's
decision to participate in the Placing based on any other information,
representation, warranty or statement which the Placees may have obtained or
received and, if given or made, such information, representation, warranty or
statement must not be relied upon as having been authorised by WH Ireland, the
Company or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor WH Ireland are making
any undertaking or warranty to any Placee regarding the legality of an
investment in the Placing Shares by such Placee under any legal, investment or
similar laws or regulations. Each Placee should not consider any information
in this Announcement to be legal, tax or business advice. Each Placee should
consult its own solicitor, tax adviser and financial adviser for independent
legal, tax and financial advice regarding an investment in the Placing Shares.
Nothing in this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. 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 WH Ireland in accordance
with the standing CREST settlement instructions which they have in place with
WH Ireland.

Settlement of transactions in the Placing Shares (ISIN: GB00BJP0B151)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain
exceptions, WH Ireland reserves the right to require settlement for, and
delivery of, the Placing Shares (or a portion thereof) to Placees by such
other means that it deems necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.

It is expected that settlement will take place on or about 10 February 2022 in
CREST on a T+5 basis in accordance with the instructions set out in the trade
confirmation. Settlement will be through WH Ireland against CREST ID: 601 A/C:
WRCLT.

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

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that any form of confirmation 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 UK stamp duty or
stamp duty reserve tax or securities transfer tax. Neither WH Ireland nor the
Company will be liable in any circumstances for the payment of stamp duty,
stamp duty reserve tax or securities transfer tax in connection with any of
the Placing Shares. Placees will not be entitled to receive any fee or
commission in connection with the Placing.

Representations, Warranties and Further Terms

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

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

2.               that the shares in the capital of the Company
are admitted to trading on AIM, and the Company is therefore required to
publish 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 that it is able to obtain or access such Exchange
Information without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly traded
company without undue difficulty;

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

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

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

6.               that in the case of any Placing Shares acquired
by it as a financial intermediary, as that term is used in the UK Prospectus
Regulation: (i) the Placing Shares acquired by it in the Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in the United Kingdom or any Member State of the
European Economic Area other than Qualified Investors or in circumstances in
which the prior consent of WH Ireland have been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom or any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;

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

8.               that 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 neither WH Ireland or the Company nor any of their respective
Affiliates, agents, directors, officers or employees or 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 WH Ireland, the Company or any of their respective
Affiliates, agents, directors, officers or employees or any person acting on
behalf of any of them to provide it with any such information;

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

10.             that none of WH Ireland, the Company or any of
their respective Affiliates, agents, directors, officers or employees has made
any representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of this Announcement or the Publicly Available Information;

11.             that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;

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

13.             that it is not a national or resident of Canada,
Australia, New Zealand, the Republic of South Africa or Japan or a
corporation, partnership or other entity organised under the laws of Canada,
Australia, New Zealand, the Republic of South Africa or Japan and that it will
not offer, sell, renounce, transfer or deliver, directly or indirectly, any of
the Placing Shares in Canada, Australia, New Zealand, the Republic of South
Africa or Japan or to or for the benefit of any person resident in Canada,
Australia, New Zealand, the Republic of South Africa or Japan and each Placee
acknowledges that the relevant exemptions are not being obtained from the
Securities Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada, Australia, New
Zealand, the Republic South Africa or Japan;

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

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

16.             that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as WH
Ireland may in its discretion determine and without liability to such Placee;

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

18.             that it has obtained all necessary consents and
authorities to enable it to give its commitment to subscribe for the Placing
Shares and to perform its subscription obligations;

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

20.             that it is either: (a) a person of a kind
described in paragraph 5 of Article 19 (persons having professional experience
in matters relating to investments and who are investment professionals) of
the Order; or (b) a person of a kind described in paragraph 2 of Article 49
(high net worth companies, unincorporated associations, partnerships or trusts
or their respective directors, officers or employees) of the Order; or (c) a
person to whom it is otherwise lawful for this Announcement to be communicated
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;

21.             that, unless otherwise agreed by WH Ireland, it is
a qualified investor (as defined in section 86(7) of the FSMA);

22.             that, unless otherwise agreed by WH Ireland, it is
a "professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;

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

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

25.             that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;

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

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

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

29.             that, as far as it is aware, it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;

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

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

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

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

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

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

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

37.             that it will not make any offer to the public of
those Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation
Rules Instrument 2019 (FCA 2019/80);

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

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

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

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

42.             that WH Ireland and any of its Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares;

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

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

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

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

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

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

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 WH Ireland or by any of its Affiliates or agents as to or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

DEFINITIONS

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

 Admission                                 the admission of the Placing Shares issued pursuant to the Placing to trading
                                           on AIM becoming effective in accordance with the AIM Rules and to trading on
                                           AQSE becoming effective in accordance with the AQSE Rules
 Affiliates                                means in relation to a company, any holding company of that company or any
                                           subsidiary of any such holding company or any other body corporate that is
                                           owned or controlled by, in control of or under common control with, that
                                           company, together with the current and former directors, partners, officers
                                           (other than auditors), employees and agents of each of such persons and of
                                           that company
 AIM                                       the market of that name operated by the London Stock Exchange
 AIM Rules                                 the AIM Rules for Companies published by the London Stock Exchange governing
                                           admission to and trading on AIM, as may be amended from time to time
 AIM Rules for Nominated Advisers          the AIM Rules for Nominated Advisers published by the London Stock Exchange
                                           setting out the eligibility, on-going obligations and certain disciplinary
                                           matters in relation to nominated advisers, as may be amended from time to time
 AQSE                                      means the AQSE Growth Market operated by Aquis
 Aquis                                     means the Aquis Stock Exchange Limited, a recognised investment exchange under
                                           section 290 of FSMA
 AQSE Rules                                the AQSE Growth Market Access Rulebook, as amended from time to time
 Announcement                              means this announcement (including the Appendix to this announcement)
 Board                                     the board of directors of the Company;
 Cadence, Cadence Minerals or the Company  Cadence Minerals PLC
 certificated or in certificated form      the description of a share or security which is not in uncertificated form
                                           (that is, not in CREST);

 CREST                                     the relevant systems for the paperless settlement of trades in securities and
                                           the holding of uncertificated securities operated by Euroclear in accordance
                                           with the CREST Regulations
 CREST Regulations                         the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
                                           (i) any enactment or subordinate legislation which amends or supersedes those
                                           regulations and (ii) any applicable rules made under those regulations for the
                                           time being in force
 Directors                                 the directors of the Company
 Euroclear                                 Euroclear UK & Ireland Limited, the operator of CREST
 EUWA                                      the European Union (Withdrawal) Act 2018, as amended
 Existing Ordinary Shares                  the 148,049,098 Ordinary Shares in issue as at the date of this Announcement
 FCA                                       the Financial Conduct Authority
 FSMA                                      the Financial Services and Markets Act 2000, as may be amended from time to
                                           time
 Group                                     the Company, together with its subsidiaries and subsidiary undertakings
 ISIN                                      International Securities Identification Number
 London Stock Exchange or LSE              London Stock Exchange PLC
 Ordinary Shares                           ordinary shares of £0.01 each in the capital of the Company
 Placing                                   the conditional placing of the Placing Shares on the terms and subject to the
                                           condition of the Placing Agreement and the terms and conditions contained in
                                           the Appendix to this Announcement
 Placing Agreement                         the Placing Agreement dated 2 February 2022 between (1) the Company  and (2)
                                           WH Ireland relating to the Placing
 Placing Price                             20.5 pence per Placing Share
 Placing Shares                            the Ordinary Shares which are proposed to be placed in accordance with the
                                           terms of the Placing
 Prospectus Regulation Rules               the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
 Securities Act                            the US Securities Act of 1933, as amended
 WH Ireland                                WH Ireland Limited, acting as the Company's nominated adviser and broker in
                                           relation to the Placing

 

 

 

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