REG - Cobra Resources PLC - Result of Fundraise

Cobra ResourcesAnnouncement

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RNS Number : 0424Y  Cobra Resources PLC  25 March 2026

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, NEW ZEALAND, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN 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
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO PURCHASE AND/OR SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN COBRA RESOURCES PLC OR ANY OTHER ENTITY IN ANY JURISDICTION.
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE
BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN
RESPECT OF COBRA RESOURCES PLC.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR").

 

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

 

25 March 2026

 

Cobra Resources plc

 
("Cobra" or the "Company")

 

Result of Fundraise

 

Successful £4.5 million (net) fundraise enables Cobra to accelerate Manna
Hill Copper Project drilling following a scalable copper discovery and to
advance Boland Rare Earth Project through pre-feasibility

 

These work programmes have the potential to establish Cobra as a significant
copper and rare earths developer in South Australia

 

Cobra (https://cobraplc.com/) (LSE: COBR)
(https://www.londonstockexchange.com/stock/COBR/cobra-resources-plc/company-page)
, a South Australian mineral exploration and development company, is pleased
to announce that, further to the announcement made on 24 March 2026 ("Launch
Announcement"), it has successfully placed 41,924,995 new ordinary shares in
the Company ("Ordinary Shares") with new institutional investors and existing
shareholders (the "Placing Shares") at a price of 4.0 pence per Placing Share
(the "Issue Price") raising gross proceeds of £1.68 million.

 

Concurrently with the Placing, as set out in the Launch Announcement, certain
Australian major shareholders, directors and other subscribers have subscribed
for a total of 75,075,000 new Ordinary Shares (the "Subscription Shares" and,
together with the Placing Shares, the "Fundraise Shares") at the Issue Price
(the "Subscription" and, together with the Placing, the "Fundraise") raising
gross proceeds of approximately £3 million.

 

David Clarke and Daniel Maling, non-executive directors of the Company,
subscribed for 10,062,500 and 375,000 new Ordinary Shares, respectively, as
part of the Subscription. Following Admission, Mr Clarke will hold 104,620,925
Ordinary Shares and Mr Maling will hold 2,650,000 Ordinary Shares. Rosie
Verco, the spouse of Rupert Verco, Chief Executive Officer of the Company,
subscribed for 125,000 new Ordinary Shares as part of the Subscription.

 

In total, 116,999,995 Fundraise Shares have been subscribed for at the Issue
Price raising net proceeds of approximately £4.5 million, comprising gross
proceeds of £4.68 million less expenses. The Fundraise Shares represent, in
aggregate, approximately 12.5% of the Company's issued Ordinary Share capital
prior to the Fundraise.

 

Rupert Verco, Chief Executive Officer of Cobra, commented:

 

"With the Fundraise now successfully closed, Cobra is entering its next phase
with the financial backing required to accelerate activity across the
Company's assets. This year's work programmes have the potential to establish
Cobra as a significant copper and rare earths developer in South Australia.

 

At Manna Hill, early drilling points to a system of meaningful scale,
reinforcing our intention to move ahead with the Manna Hill Option. With
additional assays pending and drilling scheduled to resume in April, we
anticipate further encouraging copper, gold and molybdenum results.

 

Metallurgical work at Boland has surpassed all expectations and resource
drilling is well advanced as we now look to take the project through
prefeasibility.

 

We are delighted with investor demand to back this dual project work programme
and appreciate the strong support shown. The team is fully focused on
execution, and we believe the months ahead will be highly impactful for the
Company and its shareholders."

 

To watch a video of Rupert Verco, Managing Director, discussing the Fundraise
and planned programmes visit: https://investors.cobraplc.com/link/r69YGe
(https://investors.cobraplc.com/link/r69YGe) .

 

Admission and Total Voting Rights

 

Application will be made for the Fundraise Shares to be admitted to trading on
the main market for listed securities of London Stock Exchange plc ("London
Stock Exchange") ("Admission"). It is anticipated that Admission will become
effective, and that dealings in the Fundraise Shares will commence, at 8.00
a.m. (London time) on 1 April 2026.

 

The Fundraise Shares will, when issued, be credited as fully paid and rank
pari passu in all respects with the existing issued Ordinary Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid.

 

Immediately following Admission, and in accordance with FCA Disclosure
Guidance and Transparency Rule 5.6.1, the Company's total issued share capital
will comprise 1,056,320,849 Ordinary Shares. This figure may be used by
shareholders in the Company as the denominator for the calculations by which
they will determine if they are required to notify their interest in, or a
change in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's announcement of 24 March 2026.

 

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.

 

This Announcement contains information which, prior to its publication
constituted inside information for the purposes of Article 7 of the UK MAR.
The person responsible for arranging release of this Announcement on behalf of
the Company is Rupert Verco, Chief Executive Officer.

 

The information set out below is provided in accordance with the requirements
of Article 19(3) of UK MAR.

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         David Clarke
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Cobra Resources plc
 b)  LEI                                                          213800XTW5PLLK72TQ57
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of £0.01 each
     Identification Code                                          GB00BGJW5255
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                   4.0 pence per Ordinary Share  10,062,500 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          10,062,500

     · Price                                                      £402,500
 e)  Date of the transaction                                      24 March 2026
 f)  Place of the Transaction                                     London Stock Exchange

d)

Aggregated information:

· Aggregated volume

· Price

 

10,062,500

£402,500

e)

Date of the transaction

24 March 2026

f)

Place of the Transaction

London Stock Exchange

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Daniel Maling
 2.  Reason for the Notification
 a)  Position/status                                              Non-Executive Director
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Cobra Resources plc
 b)  LEI                                                          213800XTW5PLLK72TQ57
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of £0.01 each
     Identification Code                                          GB00BGJW5255
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                   4.0 pence per Ordinary Share  375,000 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          375,000

     · Price                                                      £15,000
 e)  Date of the transaction                                      24 March 2026
 f)  Place of the Transaction                                     London Stock Exchange

d)

Aggregated information:

· Aggregated volume

· Price

 

375,000

£15,000

e)

Date of the transaction

24 March 2026

f)

Place of the Transaction

London Stock Exchange

 

 

 1.  Details of the person discharging managerial responsibilities / person closely
     associated
 a)  Name                                                         Rosie Verco
 2.  Reason for the Notification
 a)  Position/status                                              Person closely associated with Rupert Verco, Chief Executive Officer (PDMR)
 b)  Initial notification / Amendment                             Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         Cobra Resources plc
 b)  LEI                                                          213800XTW5PLLK72TQ57
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument; (ii) each type of transaction; (iii) each date; and (iv) each
     place where transactions have been conducted
 a)  Description of the Financial instrument, type of instrument  Ordinary Shares of £0.01 each
     Identification Code                                          GB00BGJW5255
 b)  Nature of the transaction                                    Purchase of Ordinary Shares
 c)  Price(s) and volume(s)                                       Price(s)                      Volume(s)
                                                                   4.0 pence per Ordinary Share  250,000 Ordinary Shares
 d)  Aggregated information:

     · Aggregated volume                                          250,000

     · Price                                                      £10,000
 e)  Date of the transaction                                      24 March 2026
 f)  Place of the Transaction                                     London Stock Exchange

d)

Aggregated information:

· Aggregated volume

· Price

 

250,000

£10,000

e)

Date of the transaction

24 March 2026

f)

Place of the Transaction

London Stock Exchange

 

Enquiries:

 

 Cobra Resources plc                           via Vigo Consulting

 Rupert Verco (Australia)                      +44 (0)20 7390 0234

 Dan Maling (UK)

 Hannam & Partners (Joint Broker)              +44 (0)20 7907 8500

 Leif Powis

 Andrew Chubb

 SI Capital Limited (Joint Broker)             +44 (0)1483 413 500

 Nick Emerson

 Sam Lomanto
 Vigo Consulting (Financial Public Relations)  +44 (0)20 7390 0234

 Ben Simons                                    cobra@vigoconsulting.com

 Seb Weller

 

About Cobra

 

Cobra Resources is a South Australian critical minerals developer, advancing
assets at all stages of the pre-production pathway.

 

In 2023, Cobra identified the Boland ionic rare earth discovery at its Wudinna
Project in the Gawler Craton - Australia's only rare earth project suitable
for in situ recovery (ISR) mining. ISR is a low-cost, low-disturbance
extraction method that eliminates the need for excavation, positioning Boland
to achieve bottom-quartile recovery costs.

 

In 2025, Cobra further expanded its portfolio by optioning the Manna Hill
Copper Project in the Nackara Arc, South Australia. The project contains
multiple underexplored prospects with strong potential to deliver large-scale
copper discoveries.

 

In 2025, Cobra sold its Wudinna Gold Assets to Barton Gold (ASX: BDG) for up
to A$15 million in cash and shares.

 

Regional map showing Cobra's tenements in South Australia

 

 

 

Follow us on social media:

 

LinkedIn: https://www.linkedin.com/company/cobraresourcesplc
(https://www.linkedin.com/company/cobraresourcesplc)

X: https://twitter.com/Cobra_Resources (https://twitter.com/Cobra_Resources)

 

Engage with us by asking questions, watching video summaries and seeing what
other shareholders have to say. Navigate to our Interactive Investor hub here:
https://investors.cobraplc.com/ (https://investors.cobraplc.com/)

 

Subscribe to our news alert service:
https://investors.cobraplc.com/auth/signup
(https://investors.cobraplc.com/auth/signup)

 

This Announcement contains inside information for the purposes of the UK
Market Abuse Regulation, and the Directors of the Company are responsible for
the release of this Announcement.

 

 

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG KONG OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION ORDISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSESONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement 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 the United States, Canada, Japan, the
Republic of South Africa, Hong Kong or any other jurisdiction in which the
same 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 and Warrants
is being made in any such jurisdiction

 

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "forecasts", "plans", "prepares", "anticipates",
"projects", "expects", "intends", "may", "will", "seeks", "should" or, in each
case, their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters that are not
historical facts. They appear in a number of places throughout this
Announcement and include statements regarding the Company's and the Directors'
intentions, beliefs or current expectations concerning, amongst other things,
the Company's prospects, growth and strategy. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
Company's actual performance, achievements and financial condition may differ
materially from those expressed or implied by the forward-looking statements
in this Announcement. In addition, even if the Company's results of
operations, performance, achievements and financial condition are consistent
with the forward-looking statements in this Announcement, those results or
developments may not be indicative of results or developments in subsequent
periods. Any forward-looking statements that the Company makes in this
Announcement speak only as of the date of such statement and (other than in
accordance with their legal or regulatory obligations) neither the Company,
nor the Brokers nor any of their respective associates, directors, officers or
advisers shall be obliged to update such statements. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.

 

SI, which is authorised and regulated in the United Kingdom by the FCA, is
acting as Broker exclusively for the Company and no one else in connection
with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on SI by
the Financial Services and Markets Act 2000, as amended ("FSMA") or the
regulatory regime established thereunder, SI accepts no responsibility
whatsoever, and makes no representation or warranty, express or implied, as to
the contents of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be made by it, or
on behalf of it, the Company or any other person, in connection with the
Company and the contents of this Announcement, whether as to the past or the
future. SI accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.

 

Hannam & Partners, which is authorised and regulated in the United Kingdom
by the FCA, is acting as Broker for the Company and no one else in connection
with the contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the contents of this Announcement nor will it be responsible to anyone other
than the Company for providing the protections afforded to its clients or for
providing advice in relation to the contents of this Announcement. Apart from
the responsibilities and liabilities, if any, which may be imposed on Hannam
& Partners by FSMA or the regulatory regime established thereunder, Hannam
& Partners accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents of this
Announcement including its accuracy, completeness or verification or for any
other statement made or purported to be made by it, or on behalf of it, the
Company or any other person, in connection with the Company and the contents
of this Announcement, whether as to the past or the future. Hannam &
Partners accordingly disclaims all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this Announcement or any
such statement.

 

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice

 

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act") or with
any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered, sold, pledged, taken up, exercised,
resold, renounced, transferred or delivered, directly or indirectly, in or
into the United States absent registration under the Securities Act, except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. The Placing Shares and Warrants not been approved, disapproved or
recommended by the U.S. Securities and Exchange Commission, any state
securities commission in the United States or any other U.S. regulatory
authority, nor have any of the foregoing authorities passed upon or endorsed
the merits of the offering of the Placing Shares and Warrants. Subject to
certain exceptions, the securities referred to herein may not be offered or
sold in the United States, Australia, Canada, Japan, New Zealand, the Republic
of South Africa or to, or for the account or benefit of, any national,
resident or citizen of the United States, Australia, Canada, Japan, New
Zealand or the Republic of South Africa.

 

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

 

No prospectus, product disclosure statement or other disclosure document has
been lodged with the Australian Securities and Investments Commission ("ASIC")
in relation to the Placing. This Announcement does not constitute a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act 2001 of the Commonwealth of Australia("Corporations
Act"), and does not purport to include the information required for a
prospectus, product disclosure statement or other disclosure document under
the Corporations Act. Any offer in Australia of the Placing Shares and
Warrants may only be made to persons who are "sophisticated investors" (within
the meaning of section 708(8) of the Corporations Act), "professional
investors" (within the meaning of section 708(11) of the Corporations Act) or
otherwise pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the Placing Shares and Warrants
without disclosure to investors under Chapter 6D of the Corporations Act
("Exempt Investors"). The Placing Shares and Warrants applied for by Exempt
Investors in Australia must not be offered for sale in Australia in the period
of 12 months after the date of allotment under the Placing, 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 otherwise or where the offer is pursuant to a
disclosure document which complies with Chapter 6D of the Corporations Act.
Any person acquiring Placing Shares and Warrants must observe such Australian
on-sale restrictions.

 

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

 

No public offering of the Placing Shares and Warrants is being made in the
United States, United Kingdom or elsewhere. Members of the public are not
eligible to take part in the Placing.  All offers of the Placing Shares and
Warrants will be made pursuant to an exemption under the EU Prospectus
Regulation, or under Part 1 of Schedule 1 of the POATR, as the case may be,
which does not result in any requirement for the publication of a prospectus
or contravene regulation 12 of POATR. This Announcement is being distributed
to persons in the United Kingdom only in circumstances in which section 21(1)
of FSMA, as amended, does not apply.

 

The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. This Announcement contains statements that are, or may
be deemed forward-looking statements, which relate, inter alia, to the
Company's proposed strategy, plans and objectives. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond the control of the Company (including but not limited to future
market conditions, legislative and regulatory changes, the actions of
governmental regulators and changes in the political, social or economic
framework in which the Company operates) that could cause the actual
performance or achievements on the Company to be materially different from
such forward-looking statements.

 

The content of this Announcement has not been approved by an authorised person
within the meaning of the FSMA. Reliance on this Announcement for the purpose
of engaging in any investment activity may expose an individual to a
significant risk of losing all of the property or other assets invested. 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 appropriate independent financial adviser.

 

No prospectus will be made available in connection with the matters contained
in this Announcement and no such prospectus is required (in accordance with
the EU Prospectus Regulation or the POATR, as the case may be) to be
published. This Announcement and the terms and conditions set out herein are
for information purposes only and are directed only at persons who are: (a)
persons in member states ("Member States") of the European Economic Area
("EEA") who are qualified investors as defined in article 2(e) of Prospectus
Regulation (EU) 2017/1129; and (b) in the United Kingdom, qualified investors
as defined in paragraph 15 of Schedule 1 to the POATR who are persons who (i)
have professional experience in matters relating to investments falling within
the definition of "investment professionals" in article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high
net worth companies, unincorporated associations, etc") of the Order; or (iii)
are persons to whom it may otherwise be lawfully communicated; (all such
persons together being referred to as "Relevant Persons").

 

This Announcement and the terms and conditions set out herein must not be
acted on or relied on by persons who are not Relevant Persons. Persons
distributing this Announcement must satisfy themselves that it is lawful to do
so. Any investment or investment activity to which this Announcement and the
terms and conditions set out herein relates is available only to relevant
persons and will be engaged in only with relevant persons.

 

No representation or warranty, express or implied, is or will be made as to,
or in relation to, and no responsibility or liability is or will be accepted
by the Brokers or by any of their 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.

 

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 Placing Shares and Warrants to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than London Stock Exchange.

 

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.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and
(b)  the  FCA  Handbook  Product  Intervention  and  Product
Governance  Sourcebook  (the  "UK  Product  Governance Requirements" and,
together with the MiFID II Product Governance Requirements, the "Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Placing Shares and Warrants have been subject to product
approval process, which has determined that such Placing Shares and Warrants
are: (a) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and eligible
counterparties, each as defined in MiFID II or the FCA Handbook Conduct of
Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted distribution
by MiFID II or the FCA Handbook Product Intervention and Product
Governance  Sourcebook  (as  applicable)  (the  "Target  Market
Assessment").  Notwithstanding  the  Target  Market Assessment,
Distributors (for the purposes of the Product Governance Requirements) should
note that: the price of the Placing Shares and Warrants may decline and
investors could lose all or part of their investment; the Placing Shares and
Warrants offer no guaranteed income and no capital protection; and an
investment in the Placing Shares and Warrants 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. Furthermore, it is
noted that, notwithstanding the Target Market Assessment, the Brokers 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 MiFID II or the 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 and Warrants. Each distributor is  responsible  for  undertaking
its  own  target  market  assessment  in  respect  of  the  Placing
Shares  and determining appropriate distribution channels.

 

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