REG - GCM Resources PLC - Proposed Placing

GCM ResourcesAnnouncement

14/06/2023 08:00

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RNS Number : 6747C  GCM Resources PLC  14 June 2023

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR NEW ZEALAND OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A BREACH OF ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM OR AN OFFER FOR SALE OR
SUBSCRIPTION IN RESPECT OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
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 ORCADIAN ENERGY PLC IN ANY JURISDICTION WHERE TO DO SO
WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

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. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

 

GCM Resources plc

("GCM" or the "Company")

 Proposed Placing

GCM Resources plc (LON: GCM), an AIM quoted mining and energy company,
is pleased to announce its intention to conduct a placing (the "Placing") of
new ordinary shares of 1 pence each in the capital of the Company (the
"Ordinary Shares") (the "Placing Shares") to new institutional and
professional investors in the Company in order to raise approximately £0.5
million at a price of 2.5 pence per share (the "Issue Price"). The net
proceeds of the Placing are for general working capital purposes. The Company
will need to carry out an additional fundraise before the end of 2023 to fund
its working capital into 2024.

The Placing Price represents a discount of approximately 41 per cent. to the
Closing Price of 4.25  pence per Ordinary Share on 13 June 2023, being the
latest practicable business day prior to the publication of this Announcement.

The Placing will be conducted in accordance with the terms and conditions set
out in the Appendix to this announcement (which forms part of this
announcement, such announcement and the Appendix together being this
"Announcement") through an accelerated bookbuild process (the "Bookbuild")
which will be launched immediately following release of this Announcement by
WH Ireland Limited ("WH Ireland" or "WHI").

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

The Placing is also subject to the conditions and termination rights set out
in a placing agreement between the Company and WH Ireland (the "Placing
Agreement"). Further details of the Placing Agreement can be found in the
terms and conditions contained in the Appendix to this Announcement.

The Placing does not require any further shareholder approval. Application
will be made for the Placing Shares to be admitted to trading on the AIM
market of the London Stock Exchange ("Admission"). It is expected that
settlement of the Placing Shares and Admission will take place on or before
8.00 a.m. on 21 June 2023. The Placing is conditional, among other things,
upon Admission becoming effective and the Placing Agreement not being
terminated in accordance with its terms.

Your attention is drawn to the detailed terms and conditions of the Placing
described in the Appendix to this Announcement. By choosing to participate in
the Placing and by making an oral and legally binding offer to acquire Placing
Shares, investors will be deemed to have read and understood this Announcement
in its entirety (including the Appendix) and to be making such offer on the
terms and subject to the conditions in it, and to be providing the
representations, warranties and acknowledgements contained in the Appendix. In
particular, investors should read and understand the information provided in
the 'Important Information' section of this Announcement.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO 596/2014 WHICH IS PART OF UK LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS
INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

For further information:

 GCM Resources plc             WH Ireland Ltd

 Keith Fulton                  James Joyce

Andrew de Andrade
 Finance Director
+44 (0) 20 7220 1666

 +44 (0) 20 7290 1630

 GCM Resources plc
 Tel: +44 (0) 20 7290 1630
 info@gcmplc.com; www.gcmplc.com (http://www.gcmplc.com)

IMPORTANT INFORMATION

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", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because they relate to
events, and depend on circumstances, that may or may not occur in the future.
A number of factors could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements,
including, without limitation: conditions in the public markets; the market
position of the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated investments and
capital expenditures of the Group; changing business or other market
conditions; changes in political or tax regimes, exchange rates and clients;
changes in governmental policies, and general economic conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements contained in
this Announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the AIM Rules, UK MAR, neither the Company
nor WH Ireland undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.

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 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 (apart from the responsibilities or liabilities that
may be imposed by FSMA or the regulatory regime established thereunder) or the
Company or by any of their respective Affiliates or agents as to, or in
relation to, the accuracy or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or WH Ireland that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company or WH Ireland to inform themselves about,
and to observe such restrictions.

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

This Announcement is released by the Company and contains inside information
for the purposes of UK MAR, encompassing information relating to the Placing
raising up to £0.5 million 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 EUROPEAN UNION (WITHDRAWAL) ACT 2018
(AS AMENDED) ("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 will enter into a Placing Agreement, under which WH
Ireland will, on the terms and subject to the conditions set out therein,
undertake to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price, in order to raise up to approximately
£0.5 million 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 21 June 2023. 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 GCM with ISIN GB00B00KV284.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. 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 21 June 2023 ("Admission"). In any event, the latest
date for Admission is 30 June 2023 (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 has been or will be agreed between WH Ireland
and the Company.

3.           Participation in the Placing is only available to
persons who are lawfully able to, 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's 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 Agreement 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 its 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:

12.         the release of this Announcement to a Regulatory
Information Service by no later than 7:30 a.m. on 14 June 2023;

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

14.         the Company having fully performed its obligations under
the Placing Agreement which WH Ireland have, acting in good faith, deemed
material to the extent that they fall to be performed prior to Admission;

15.         none of the warranties or undertakings given in the
Placing Agreement being untrue or inaccurate or misleading in any respect at
any time before Admission, and no fact or circumstance having arisen which
would constitute a breach of any of the warranties or undertakings given in
the Placing Agreement on the dates on which they are given or would have
rendered any of the warranties or undertakings given in the Placing Agreement
untrue, incorrect or misleading if such fact or circumstance had occurred
before the date of the Placing Agreement;

16.         admission of the Placing Shares to trading on AIM becoming
effective in accordance with Rule 6 of the AIM Rules on or before 21 June 2023
or such later date as the Company and WHI may agree, but not being later than
30 June 2023; and

17.         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:

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

19.         WH Ireland becomes aware of any circumstance which results
in any of the warranties given in the Placing Agreement being untrue or
inaccurate or misleading when given at the date of the Placing Agreement or
which results in or might in the opinion of WH Ireland results in any of the
warranties being untrue or inaccurate or misleading when deemed given;

20.         it should come to the notice of WH Ireland that any
statement contained in any of the Placing Documents (as defined in the Placing
Agreement) is untrue or inaccurate which WH Ireland considers to be material
or misleading or that matters have arisen which would, if the Placing
Documents were issued at that time, constitute an omission therefrom which WH
Ireland (acting in good faith) considers to be material, and such matter may
not, in the opinion of WH Ireland be addressed by the publication of a further
document or the making of an announcement;

21.         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;

22.         the application for Admission being refused by the London
Stock Exchange; or

23.         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 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: GB00B00KV284)
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 21 June 2023 in
CREST on a T+4 basis in accordance with the instructions set out in the trade
confirmation. Settlement will be through WH Ireland against CREST ID: 601 /
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):

24.         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;

25.         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;

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

27.         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;

28.         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;

29.         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 has 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;

30.         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 is
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;

31.         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 nor 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;

32.         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;

33.         that none of WH Ireland, the Company nor 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;

34.         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;

35.         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;

36.         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;

37.         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;

38.         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;

39.         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;

40.         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;

41.         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;

42.         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;

43.         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;

44.         that, unless otherwise agreed by WH Ireland, it is a
qualified investor (as defined in section 86(7) of the Financial Services and
Markets Act 2000, as amended ("FSMA"));

45.         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;

46.         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(1) of FSMA
does not require approval of the communication by an authorised person;

47.         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;

48.         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;

49.         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;

50.         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;

51.         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;

52.         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;

53.         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;

54.         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;

55.         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;

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

57.         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;

58.         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;

59.         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, 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;

60.         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);

61.         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;

62.         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;

63.         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;

64.         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;

65.         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;

66.         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

67.         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
 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
 Announcement                          means this announcement (including the Appendix to this announcement)
 Board                                 the board of directors of the Company
 Business Day                          a day (other than a Saturday or Sunday) on which commercial banks are open for
                                       general business in London, England
 certificated or in certificated form  the description of a share or security which is not in uncertificated form
                                       (that is, not in CREST)
 Company or GCM                        GCM Resources PLC
 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 187,522,036 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 14 June 2023 between (1) the Company  and (2) WH
                                       Ireland relating to the Placing
 Placing Price                         2.5 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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