REG - Cora Gold Limited - Fundraising and Notice of General Meeting

Cora GoldAnnouncement

06/02/2023 07:00

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RNS Number : 9425O  Cora Gold Limited  06 February 2023

 

 

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE
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OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE
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CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR
ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY
SECURITIES IN CORA GOLD LIMITED 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 CORA GOLD LIMITED. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF
THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ('MAR'), AND IS
DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF
MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT
OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT
CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY MAR.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

 

Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector: Mining

 

06 February 2023

 

Cora Gold Limited

('Cora' or 'the Company')

Fundraising and Notice of General Meeting

 

Cora Gold Limited, the West African focused gold company, is pleased to
announce that it is launching a financing to raise at least US$19.566m
comprised of both equity (the 'Equity Fundraising') and convertible loan notes
(the 'Convertible Financing') (together the 'Fundraising').

 

The funds raised will be primarily used to commence development of the
Company's flagship Sanankoro Gold Project (the 'Project') in southern Mali
following the reported Optimised Project Economics (announcement dated 21
November 2022), which highlighted strong economic fundamentals including 52%
internal rate of return ('IRR') at US$1,750 gold price based on open pit oxide
mining.

 

Highlights

●   Binding commitments received for aggregate investments of US$19.566m
pursuant to the Fundraising comprising commitments to subscribe for:

● 76,200,559 ordinary shares of no par value in the Company ('Ordinary
Shares') at a price of US$0.0487 (£0.0394) per share (the 'Issue Price') for
total gross proceeds of US$3.711m in respect of the Equity Fundraising

● Convertible loan notes ('CLNs') convertible into Ordinary Shares on the
terms set out below and at a price as determined in the table below (the
'Conversion Price') for a total of US$15.855m in respect of the Convertible
Financing,

(together the 'Binding Commitments').

●   Ongoing discussions with other parties interested in participating in
the Fundraising.

●   Opportunity for other investors to subscribe for up to US$10m in the
Equity Financing and / or the Convertible Financing on the same terms as the
Company has received the Binding Commitments

● Those interested in participating in the Fundraising should contact the
Company's brokers to seek further information.

●   The Company intends to close the book build for the Fundraising on 23
February 2023 and will make further announcements shortly thereafter.

●   In order to complete the Fundraising the Company is calling a general
meeting at 12.00 p.m. (United Kingdom time) on 28 February 2023 to, inter
alia, grant the directors authority to:

● issue up to 282,000,000 Ordinary Shares in respect of the Equity
Financing; and

● issue sufficient number of Ordinary Shares to be issued as a result of any
conversion of the CLNs in due course.

 

Bert Monro, Chief Executive Officer of Cora, commented, "Following the recent
completion of technical studies on the Sanankoro Gold Project I am very
pleased that Cora's shareholders continue to be strongly supportive of the
Project's development into an operating mine. The Company has already received
Binding Commitments of around US$20m, a significant sum in the context of our
development requirements, and we are delighted to be able to provide other
investors with the opportunity to participate in the Fundraising on the same
terms. Discussions are also ongoing with a number of potential lenders to
fully fund the Project. The Company anticipates providing further updates on
this in due course.

 

"Sanankoro is an exceptional project, as evidenced by the robust fundamentals
reported in the Optimised Project Economics, and the outlook is extremely
positive."

 

Further Information

 

Cora has entered into an up to US$30 million mandate and term sheet (the 'Term
Sheet') with Lionhead Capital Advisors Proprietary Limited ('Lionhead') to
fund the development of the Company's Sanankoro Gold Project in southern Mali
(the 'Project Financing'). This Term Sheet replaces the previous one with
Lionhead, which was announced on 08 September 2021.

 

Pursuant to the Term Sheet, the Company has, to date, received binding
commitments to subscribe for 76,200,559 new Ordinary Shares for total gross
proceeds of US$3,710,967.26 and for CLNs convertible into new Ordinary Shares
for a total of US$15,855,000. In aggregate therefore, the Company will receive
a minimum of US$19,565,967.26 pursuant to the Binding Commitments received to
date.

 

Lionhead has agreed that existing shareholders and other agreed investors may
subscribe for up to US$10 million in the Equity Financing and / or in the
Convertible Financing (or such greater amounts as may be made available if
Lionhead does not take up its full allotment of the Project Financing). The
Project Financing is conditional on, among other matters, the passing of the
necessary resolutions at a General Meeting of the shareholders of the Company
(the 'General Meeting') and admission to trading on AIM ('Admission') of
ordinary shares in the Company in connection with the Equity Financing.

Binding commitments

 

To date the Company has received Binding Commitments:

 

●   to subscribe for a total of 47,533,926 new Ordinary Shares at the
Issue Price (the 'Subscription Shares') from Brookstone Business Inc
('Brookstone'; the Company's largest shareholder), Lord Farmer (a substantial
shareholder in the Company), and certain directors of the Company (the
'Related Party Subscription'). Details of their participation are described
below;

●   to subscribe for 28,666,633 new Ordinary Shares at the Issue Price
from other investors;

●   to subscribe for CLNs with a total aggregate value of US$10,370,000
from Brookstone, Lord Farmer and certain directors of the Company (the
'Related Party CLN Subscription'). Details of their participation are
described below; and

●   to subscribe for CLNs with a total aggregate value of US$5,485,000
from other investors.

 

Other commitments

 

Other parties interested in participating in the Fundraising should contact
the Company's brokers to seek further information. The Company intends to
close the book build for the Fundraising on 23 February 2023 and will make
further announcements shortly thereafter.

 

Details of the Fundraising and Notice of General Meeting

 

The Equity Fundraising is conditional on, amongst other matters, the passing
of the necessary resolutions at a General Meeting of the shareholders of the
Company (the 'General Meeting') and admission to trading on AIM ('Admission')
of the new Ordinary Shares to be issued pursuant to the Equity Financing.

 

The Convertible Fundraising is conditional on, amongst other matters, the
passing of the necessary resolutions at a General Meeting to allow for
Admission of the new Ordinary Shares to be issued as a result of any
conversion of the CLN in due course.

 

A Notice of General Meeting of the Company will be posted to shareholders
shortly. The General Meeting will be held at 12.00 p.m. (United Kingdom time)
on 28 February 2023 at the offices of Hannam & Partners, 3rd Floor, 7-10
Chandos Street, London, W1G 9DQ, United Kingdom and online. A copy of the
Notice of General Meeting will be made available on the Company's website
shortly (www.coragold.com (http://www.coragold.com/) ).

 

The terms of the CLN are as follows:

 

 Maturity date         180 days following the date of issue
 Coupon                0%
 Mandatory Conversion  In the event of conclusion of definitive binding agreements in respect of
                       senior debt and such agreements being unconditional:

                       ●   on or prior to the date falling 90 days after the issue date of the
                       CLN, at the lower of (a) US$0.0596 per ordinary share, (b) the market price
                       per ordinary share as at the date of the Mandatory Conversion and (c) the
                       price of any equity issuance by the Company in the prior 60 days (excluding
                       shares issued pursuant to the Company's Share Option Scheme or pursuant to
                       terms of any other agreement entered into prior to the issue date of the CLN);

                       ●   after the date falling 90 days after the issue date of the CLN, at the
                       lower of (a) US$0.0542 per ordinary share, (b) the market price per ordinary
                       share as at the date of the Mandatory Conversion and (c) the price of any
                       equity issuance by the Company in the prior 60 days (excluding shares issued
                       pursuant to the Company's Share Option Scheme or pursuant to terms of any
                       other agreement entered into prior to the issue date of the CLN).
 Optional Conversion   At the election of the holder at any time after the date falling 90 days after
                       the issue date of the CLN, at US$0.0569 per ordinary share.
 Repayment             Repayable on Maturity Date, if not converted, or earlier, at the option of the
                       holder, in the case of a (i) a change of control of Cora (ii) the merger or
                       sale of Cora (including the sale of substantially all of the assets), at a 5%
                       premium to the total amount outstanding under the CLN.
 Net Smelter Royalty   Holders of CLN have proportionate participation in a Net Smelter Royalty
                       ('NSR') of 1% in respect of all ores, minerals, metals and materials
                       containing gold mined and sold or removed from the Project, until 250,000 ozs
                       of gold has been produced and sold from the Project, provided that Cora may
                       purchase and terminate the NSR, in full and not in part, at any time for a
                       value of US$3 million.
 Other                 CLN shall be issued fully paid in amount and in integral multiples of
                       US$10,000 by the Company and are fully transferable.

 

The Company will make an announcement of the conversion of CLN when such
events arise.

 

For the purpose of converting the above per ordinary share amounts from United
States dollar ('US$' or 'USD') to British pound sterling ('GBP£' or 'GBP')
the exchange rate applied was US$/GBP£ = 1.2364 (source: Bloomberg on 20
January 2023).

 

Use of proceeds

 

It is intended that the proceeds of the Fundraising will principally be used
to develop the Company's flagship Sanankoro Gold Project in southern Mali.
Additionally, the proceeds of the Fundraising will be used for general working
capital purposes.

 

Related party transactions

 

Certain directors of the Company or their connected parties have given Binding
Commitments to subscribe for the following numbers of new Ordinary Shares in
the Equity Financing:

 

●   Edward Bowie (Non-Executive Director (Independent) & Chair of the
Board of Directors) - 100,000 new Ordinary Shares. Upon Admission Edward Bowie
will be interested in a total of 625,510 Ordinary Shares; and

●   Robert Monro (Chief Executive Officer & Director) - 206,000 new
Ordinary Shares Upon Admission Robert Monro will be interested in a total of
2,234,896 Ordinary Shares.

 

Certain existing substantial shareholders of the Company have given Binding
Commitments to subscribe for the following numbers of new Ordinary Shares in
the Equity Financing:

 

●   Brookstone - 20,533,881 new Ordinary Shares. Brookstone is wholly
owned and controlled by First Island Trust Company Ltd as Trustee of The Nodo
Trust, being a discretionary trust with a broad class of potential
beneficiaries. Patrick Quirk, father of Paul Quirk (a Non-Executive Director
of Cora), is a potential beneficiary of The Nodo Trust. Upon Admission
Brookstone will be interested in a total of 103,329,906 Ordinary Shares; and

●   Lord Farmer - 26,694,045 new Ordinary Shares. Upon Admission Lord
Farmer will be interested in a total of 69,231,228 Ordinary Shares.

 

Certain directors of the Company have given Binding Commitments to subscribe
for the following amounts of CLN in the Fundraising:

 

●   Edward Bowie (Non-Executive Director (Independent) & Chair of the
Board of Directors) will be the registered holder of CLN for a total of
US$20,000;

●   Andrew Chubb (Non-Executive Director (Independent)) will be the
registered holder of CLN for a total of US$20,000; and

●   Robert Monro (Chief Executive Officer & Director) will be the
registered holder of CLN for a total of US$30,000.

 

Certain existing substantial shareholders have given a Binding Commitments to
subscribe for the following amounts of CLN in the Fundraising:

 

●   Brookstone will be the registered holder of CLN for a total of
US$7,000,000; and

●   Lord Farmer will be the registered holder of CLN for a total of
US$3,300,000.

 

Paul Quirk (Non-Executive Director of the Company) is a director of Lionhead.
Pursuant to the Term Sheet a fee equal to 3% on Lionhead's arrangement of the
Equity Financing and / or Convertible Subscription plus 1% on any funds raised
by the Company pursuant to the Fundraising shall be paid by the Company to
Lionhead on receipt of the proceeds in respect of the Equity Financing and
Convertible Financing. The Fundraising announced today is part of the Project
Financing arrangement with Lionhead.

 

The payment to Lionhead pursuant to the Term Sheet is deemed to constitute a
related party transaction for the purposes of Rule 13 of the AIM Rules for
Companies. Cora's independent directors for this purpose (being all those save
for Paul Quirk) consider, having consulted with the Company's nominated
adviser, finnCap Ltd ('finnCap'), that the terms of the Term Sheet are fair
and reasonable insofar as the Company's shareholders are concerned.

 

The Related Party Subscription and / or Related Party CLN Subscription by each
of Brookstone, Lord Farmer, Edward Bowie, Andrew Chubb and Robert ('Bert')
Monro (the 'Related Parties') constitute related party transactions pursuant
to Rule 13 of the AIM Rules for Companies. The Company's independent director
for this purpose, being David Pelham, considers, having consulted with the
Company's nominated adviser, finnCap, that the terms upon which the Related
Parties are participating in the Related Party Subscription and / or Related
Party CLN Subscription are fair and reasonable insofar as the Company's
shareholders are concerned.

 

Relationship Agreement

 

Brookstone, Key Ventures Holding Ltd (which is wholly owned and controlled by
First Island Trust Company Ltd as Trustee of The Sunnega Trust, being a
discretionary trust of which Paul Quirk (a Non-Executive Director of Cora) is
a potential beneficiary) and Paul Quirk (collectively the 'Investors') entered
into a Relationship Agreement on 18 March 2020 to regulate the relationship
between the Investors and the Company on an arm's length and normal commercial
basis. In the event that Investors' aggregated shareholdings becomes less than
30% then the Relationship Agreement shall terminate. As at the date of this
news release the Investors' aggregated shareholdings were 33.32 per cent. of
the issued share capital of the Company.

 

Permitting

 

On 28 November 2022 the government of Mali announced that the allocation of
mining titles had been suspended. As a result applications for mining titles
are not currently being received or processed by the government. The
government has stated it will make an announcement regarding the lifting of
this moratorium in due course. Meanwhile the Company is continuing its work
towards submitting an application for a mining permit once the moratorium is
lifted. The Company has been awarded an Environmental permit for Sanankoro.

 

Additional project finance

 

The Company is in discussions with a number of potential lenders to support
the Fundraising to fully fund the Project. The Company will provide further
updates on this in due course.

 

Market Abuse Regulation ('MAR') Disclosure

 

Certain information contained in this announcement would have been deemed
inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) No 596/2014 ('MAR'), which is part of UK law by virtue of the
European Union (Withdrawal) Act 2018, until the release of this announcement.

 

* * ENDS * *

 

For further information, please visit http://www.coragold.com
(http://www.coragold.com) or contact:

 

 Bert Monro           Cora Gold Limited            info@coragold.com (mailto:info@coragold.com)

 Craig Banfield
 Christopher Raggett  finnCap Ltd                  +44 (0)20 7220 0500

 Charlie Beeson       (Nomad & Joint Broker)
 Andy Thacker         Turner Pope Investments      +44 (0)20 3657 0050

 James Pope           (Joint Broker)
 Susie Geliher        St Brides Partners           pr@coragold.com (mailto:pr@coragold.com)

 Charlotte Page       (Financial PR)

 Isabelle Morris

 

Notes

 

Cora is a West African gold developer with three principal de-risked project
areas within two known gold belts in Mali and Senegal covering c.900 sq km.
Led by a team with a proven track record in making multi-million ounce gold
discoveries that have been developed into operating mines, its primary focus
is on developing the Sanankoro Gold Project in the Yanfolila Gold Belt,
southern Mali, into an open pit oxide mine. Based on a gold price of
US$1,750/oz and Maiden Probable Reserve of 422 koz at 1.3 g/t Au, the project
has strong economic fundamentals, including 52% IRR, US$234m Free Cash Flow
over life of mine and all-in sustaining costs of US$997/oz.

 

Important Notice:

MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE
FUNDRAISING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES
ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE UNITED KINGDOM OR ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED INVESTORS
WITHIN THE MEANING OF ARTICLE 2(e) OF EU REGULATION (EU) 2017/1129 AND ANY
RELEVANT IMPLEMENTING MEASURES (THE 'PROSPECTUS REGULATION'); AND (2) IN THE
UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED)
(THE 'ORDER'); OR (II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR
(III) ARE PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE (ALL SUCH PERSONS REFERRED TO IN (1) AND, (2) TOGETHER BEING
REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET
OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED
IN ONLY WITH RELEVANT PERSONS.

This announcement and the information contained herein is for information
purposes only and does not constitute or form part of any offer or an
invitation to acquire or dispose of securities in the United States, Canada,
Australia, South Africa or Japan or in any jurisdiction in which such an offer
or invitation is unlawful.

Neither the new Ordinary Shares nor the CLNs have been, and nor will either
be, registered under the US Securities Act of 1933, as amended (the
'Securities Act'), or under the securities laws of any State or other
jurisdiction of the United States, and, absent registration, may not be
offered or sold in the United States (as defined in Regulation S 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 the
securities laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the new Ordinary Shares or the
CLNs in the United States or elsewhere.

Neither the new Ordinary Shares nor the CLNs have been approved or disapproved
by the US Securities and Exchange Commission, any state securities commission
or other regulatory authority in the United States, nor have any of the
foregoing authorities passed upon or endorsed the merits of the Fundraising or
the accuracy or adequacy of this announcement. Any representation to the
contrary is a criminal offence in the United States.

No prospectus, admission document or offering document has been or will be
prepared in connection with the Fundraising. Any investment decision to buy
securities in the Placing must be made solely on the basis of publicly
available information. Such information is not the responsibility of and has
not been independently verified by finnCap, Turner Pope or any of their
respective affiliates.

Neither this announcement nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, in or into or from the United States
(including its territories and possessions, any State of the United States and
the District of Columbia), Australia, Canada, the Republic of South Africa or
Japan. Any failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities laws.

The distribution of this announcement and the offering or sale of the new
Ordinary Shares or CLNs in certain jurisdictions may be restricted by law. No
action has been taken by finnCap or Turner Pope or any of their respective
affiliates that would, or which is intended to, permit a public offer of the
new Ordinary Shares or CLNs in any jurisdiction, or possession or distribution
of this announcement or any other offering or publicity material relating to
the new Ordinary Shares or CLNs, in any jurisdiction where action for that
purpose is required. Persons into whose possession this announcement comes are
required by the finnCap and Turner Pope to inform themselves about and to
observe any applicable restrictions.

No reliance may be placed, for any purposes whatsoever, on the information
contained in this announcement or on its completeness and this announcement
should not be considered a recommendation by the Company, finnCap, Turner Pope
or any of their respective affiliates in relation to any purchase of or
subscription for securities of the Company. No representation or warranty,
express or implied, is given by or on behalf of the Company, finnCap, Turner
Pope or any of their respective directors, partners, officers, employees,
advisers or any other persons as to the accuracy, fairness or sufficiency of
the information or opinions contained in this announcement and none of the
information contained in this announcement has been independently verified.
Save in the case of fraud, no liability is accepted for any errors, omissions
or inaccuracies in such information or opinions.

finnCap, which is authorised and regulated by the Financial Conduct Authority
in the United Kingdom, is acting only for the Company in connection with the
Fundraising and will not be responsible to anyone other than the Company for
providing the protections offered to the clients of finnCap, nor for providing
advice in relation to the Fundraising or any matters referred to in this
announcement, and apart from the responsibilities and liabilities (if any)
imposed on finnCap by the Financial Services and Markets Act 2000, any
liability therefore is expressly disclaimed. Any other person in receipt of
this announcement should seek their own independent legal, investment and tax
advice as they see fit.

Turner Pope, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting only for the Company in connection
with the Fundraising and will not be responsible to anyone other than the
Company for providing the protections offered to the clients of Turner Pope,
nor for providing advice in relation to the Fundraising or any matters
referred to in this announcement, and apart from the responsibilities and
liabilities (if any) imposed on Turner Pope by the Financial Services and
Markets Act 2000, any liability therefore is expressly disclaimed. Any other
person in receipt of this announcement should seek their own independent
legal, investment and tax advice as they see fit.

References to time in this announcement are to London time, unless otherwise
stated. All times and dates in this announcement may be subject to amendment.

Certain statements in this announcement are, or may be deemed to be,
forward-looking statements. By their nature, forward-looking statements
involve a number of risks, uncertainties and assumptions that could cause
actual results or events to differ materially from those expressed or implied
by the forward-looking statements. These risks, uncertainties and assumptions
could adversely affect the outcome and financial consequences of the plans and
events described herein. No one undertakes any obligation to publicly update
or revise any forward-looking statement, whether as a result of new
information, future events or otherwise. Readers should not place any undue
reliance on forward-looking statements which speak only as of the date of this
announcement. Statements contained in this announcement regarding past trends
or events should not be taken as representation that such trends or events
will continue in the future.

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) EU Directive 2014/65/EU on markets in financial instruments, as
amended ('MiFID II'); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the 'MiFID II Product Governance Requirements'), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the new Ordinary Shares
and CLNs have been subject to a product approval process, which has determined
that the new Ordinary Shares and CLNs 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 MiFID
II; 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
new Ordinary Shares may decline and investors could lose all or part of their
investment; neither the new Ordinary Shares nor the CLNs offer guaranteed
income or capital protection; and an investment in the new Ordinary Shares or
CLNs 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 Fundraising.  Furthermore, it is noted that,
notwithstanding the Target Market Assessment, finnCap and Turner Pope 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 (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 new
Ordinary Shares or CLNs.

Each distributor is responsible for undertaking its own target market
assessment in respect of the new Ordinary Shares and CLNs and determining
appropriate distribution channels.

 

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