REG - Horizonte Minerals - Equity fundraise of approximately US$197 Million

Horizonte MineralsAnnouncement

23/11/2021 16:40

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RNS Number : 3224T  Horizonte Minerals PLC  23 November 2021

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

THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN
WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018.

For immediate release

23 November, 2021

Horizonte Minerals Plc

("Horizonte" or the "Company")

Equity fundraise of approximately US$197 Million

including

Placing of approximately US$75 Million

and

Proposed Open Offer to Qualifying Shareholders

 

Horizonte (AIM: HZM, TSX: HZM), announces its intention to raise aggregate
gross proceeds of approximately US$197 million through the issue of new
Ordinary Shares in the capital of the Company consisting of:

·       a placing in the United Kingdom and certain other jurisdictions
outside Canada and a marketed public offering in Canada to raise, in
aggregate, approximately US$75 million before expenses through the issue of
new Ordinary shares to new and existing institutional investors;

 

·       a cornerstone subscription for new Ordinary Shares by Glencore
International AG to raise US$7 million;

 

·       a strategic investment for new Ordinary Shares by Orion Mine
Finance Fund III LP to raise approximately US$50 million; and

 

·       a strategic investment for new Ordinary Shares by La Mancha
Investments S.à.r.l. to raise between approximately US$65 million and US$75
million.

In addition to this Equity Fundraise, and the Glencore Subscription, the
Company intends to raise a further:

·       US$436.2 million through certain debt and other financing
arrangements; and

 

·       up to US$8 million (before expenses) through an open offer to
Qualifying Shareholders.

It is intended that the Equity Fundraise, Glencore Subscription and the Open
Offer will result in the Company raising total gross proceeds of up to
approximately US$205 million (approximately US$198 million after expenses).

A separate announcement regarding the terms of the Strategic Investments and
Other Financing Arrangements was released immediately prior to this
announcement (the "Funding Package Announcement"). The Funding Package
Announcement contains details of the proposed use of proceeds and also
explains the background to and reasons for the Proposed Funding Package.

Details of the Placing

In connection with the UK Placing, BMO Capital Markets Limited and Peel Hunt
LLP, are acting as joint global coordinators and together with H&P
Advisory Limited, are acting as the joint bookrunners, and in connection with
the Canadian Offering, BMO Nesbitt Burns Inc., Paradigm Capital Inc., Cormark
Securities Inc and Cantor Fitzgerald Canada Corporation are acting as Canadian
agents.

The UK Placing will be conducted through an accelerated bookbuild process
outside of Canada, and the Canadian Offering will comprise a marketed public
offering in Canada, both of which will be launched immediately following the
release of this Announcement.

The UK Placing will be conducted in accordance with the terms and conditions
set out in the Appendix (which forms part of this Announcement) and the
Canadian Offering will be conducted on the terms and conditions set out in the
Canadian Prospectus.

The Joint UK Bookrunners and the Canadian Agents will commence the Bookbuild
immediately following the release of this Announcement. The number of Placing
Shares and the price at which the Placing Shares are to be placed will be
determined at the end of the Bookbuild. All Equity Fundraise Shares (including
the Strategic Investment Shares), the Glencore Subscription Shares and the
Open Offer Shares will be subscribed for at such price.

The timing of the closing of the book, pricing and allocations are at the
absolute discretion of the Joint UK Bookrunners, Canadian Agents and the
Company. Details of the price determined in the Bookbuild and the number of
Placing Shares will be announced as soon as practicable after the close of the
Bookbuild.

The Equity Fundraise Shares, the Glencore Subscription Shares and the Open
Offer Shares will, when issued, rank pari passu in all respects with the
existing ordinary shares, including, without limitation, the right to receive
dividends and other distributions declared, made or paid after the date of
issue.

Open Offer

In addition to the Equity Fundraise, the Company intends to raise up to US$8
million through an Open Offer made to Qualifying Shareholders, to be further
described in a circular to be issued by the Company on or about 29 November
2021, to provide shareholders who are not participating in the Placing with an
opportunity to subscribe for new Ordinary Shares at the same price and on
substantively the same terms as those persons who are participating in the
Placing.

The Open Offer is conditional on completion of the Placing and Strategic
Investments, but the Placing and Strategic Investments are not conditional on
the Open Offer. The Open Offer is not being underwritten.

General

The Circular, containing details of the Proposed Funding Package, the Open
Offer and convening the General Meeting to consider the Resolutions, is
expected to be posted by the Company to its shareholders on or before 29
November 2021 and subsequently filed on the Company's profile on SEDAR at
www.sedar.com (http://www.sedar.com) and on the Company's website at
https://horizonteminerals.com/uk/en/. The General Meeting is expected to be
held on 20 December 2021.

Application will be made to the London Stock Exchange for admission of the
Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer
Shares to trading on AIM. Application has been made to the TSX for the Equity
Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares
to be admitted to trading on the TSX, with listing subject to the approval of
the TSX and the Company satisfying all of the requirements of the TSX. It is
expected that AIM Admission will take place on or before 8.00 a.m. (London
time) on 22 December 2021 and that dealings in the Equity Fundraise Shares,
the Glencore Subscription Shares and the Open Offer Shares on AIM will
commence at the same time. It is expected that trading in the Equity Fundraise
Shares, the Glencore Subscription Shares and the Open Offer Shares on the TSX
will take place on or before 9.30 a.m. (Toronto time) on 22 December 2021 and
that dealings in the Equity Fundraise Shares, the Glencore Subscription Shares
and the Open Offer Shares on the TSX will commence at the same time.

The Placing is conditional upon, amongst other things, AIM Admission becoming
effective and upon the placing agreement and agency agreement not being
terminated in accordance with its terms. The Appendix to this Announcement
sets out further information relating to the terms and conditions of the UK
Placing.

Jeremy Martin, Chief Executive Officer of Horizonte, commented:

"I am delighted to announce the Equity Fundraise and the Open Offer. Today's
announcements are a culmination of months of hard work by the Horizonte team
and our advisors. The strength of the strategic investors we have secured in
La Mancha and Orion is testament to the robust economics of the Araguaia
Project, our team's technical ability and our best practice sustainability
standards.

With very few nickel projects demonstrating credentials as strong as
Araguaia's (meaningful production scale, first-quartile costs driving
significant projected EBITDA and cash flow generation and substantial embedded
organic growth potential), we believe today's news is a pivotal point in
Horizonte's story as we continue our journey to become a major nickel
producer. This is against a backdrop of strong nickel market fundamentals
where we are seeing significant demand in the stainless-steel sector alongside
accelerating growth in the EV battery space. With existing mines unable to
meet the projected medium-to-long term nickel demand, and few
construction-ready nickel projects globally, Horizonte is well positioned to
capitalise on the projected future deficit in the nickel market."

This Announcement (including its Appendix) and the Funding Package
Announcement should be read in their entirety. In particular, you should read
and understand the information provided in the "Important Notice" section and
the detailed terms and conditions described in the Appendix.

Terms used in this Announcement which are otherwise undefined have the
meanings given in the Funding Package Announcement.

Enquiries:

 Horizonte Minerals plc                                                        +44 (0) 203 356 2901

 Jeremy Martin (CEO)

 Simon Retter (CFO)

 Anna Legge (Corporate Communications)

 BMO Capital Markets Limited (Joint Global Coordinator, Joint Bookrunner and   +44 (0) 207 236 1010
 Corporate Broker)

 Tom Rider / Pascal Lussier Duquette / Andrew Cameron / Muhammad Musa

 Peel Hunt LLP (Joint Global Coordinator, Joint Bookrunner, Nominated Adviser  +44 (0) 207 418 8900
 and Corporate Broker)

 Ross Allister / David McKeown

 H&P Advisory Limited (Joint Bookrunner)                                       +44 (0) 207 907 8500

 Andrew Chubb / Matt Hasson / Jay Ashfield / Franck Nganou

 

For the purposes of MAR and Article 2 of Commission Implementing Regulation
(EU) 2016/1055 (as transposed into the laws of the United Kingdom), the
person responsible for arranging for the release of this Announcement on
behalf of the Company is Simon Retter, Company Secretary and Chief Financial
Officer.

 

IMPORTANT NOTICES

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

 

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

 

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

 

Investors Resident in the United Kingdom and the EEA

This Announcement is directed at and is only being distributed to: (a) persons
in member states of the European Economic Area (the "EEA") who are "qualified
investors", as defined in Article 2(e) of the Prospectus Regulation
(Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("EEA Qualified
Investors"), (b) persons in the United Kingdom, who are qualified investors,
being persons falling within the meaning of Article 2(e) of Prospectus
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), and
who (i) have professional experience in matters relating to investments who
fall within the definition of "investment professionals" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations, etc") of the
Order; or (c) persons to whom it may otherwise be lawfully communicated (each
such person in (a), (b) and (c), a "Relevant Person"). This Announcement and
the information in it must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement or the Placing relates is available only to
Relevant Persons and will be engaged in only with Relevant Persons. This
Announcement does not itself constitute an offer for sale or subscription of
any securities in the Company.

 

This Announcement is not being distributed by, nor has it been approved for
the purposes of section 21 of the Financial Services and Markets Act 2000, as
amended ("FSMA") by, a person authorised under FSMA. This Announcement is
being distributed and communicated to persons in the United Kingdom only in
circumstances in which section 21(1) of FSMA does not apply.

 

Investors Resident in the United States

This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America. This Announcement is not
an offer of securities for sale into the United States. The securities
referred to herein have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"), or with
any securities regulatory authority of any state or jurisdiction of the United
States, and may not be offered or sold in the United States, except pursuant
to an applicable exemption from the registration requirements of the U.S.
Securities Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States. No public offering of the
Placing Shares is being made in the United States or elsewhere.

 

Investors Resident in Canada

This Announcement is not an offer of securities in Canada. The Canadian Agents
have been retained to act as agents in connection with the Canadian Offering
to conditionally offer Placing Shares for sale if, as and when issued by the
Company and accepted by the Canadian Agents on a "best efforts" basis in
accordance with the terms and conditions contained in the Agency Agreement.
The Canadian Offering is being made in each of the provinces and territories
of Canada, except Québec. Placing Shares will be offered in such provinces
and territories through those Canadian Agents or their affiliates who are
registered to offer Placing Shares for sale in such provinces and territories
and such other registered dealers as may be designated by the Canadian Agents.
Prospective investors in the Canadian Offering should rely only on the
information contained or incorporated by reference in the Canadian Prospectus.
The Company and the Canadian Agents have not authorised anyone to provide
purchasers with information different from that contained or incorporated by
reference in the Canadian Prospectus.

 

Investors Resident in Australia

This Announcement is not a prospectus, product disclosure statement or other
disclosure document under the Corporations Act 2001 (Cth) (the ''Corporations
Act'') or any other Australian law and is not required to, and does not,
contain all the information which would be required in a disclosure document
under Australian law. This Announcement has not been and will not be lodged or
registered with the Australian Securities and Investments Commission or any
other regulator in Australia.

 

In Australia, the Placing Shares may be sold only to sophisticated investors
or professional investors as those terms are defined in sub-sections 708(8)
and 708(11) of the Corporations Act. The Placing Shares must not be offered
for sale in Australia in the period of 12 months after their respective dates
of issue, except in circumstances where disclosure to investors under Chapter
6D of the Corporations Act would not be required pursuant to an exemption
under section 708 or 708A of the Corporations Act or where the offer is
pursuant to a disclosure document which complies with Chapter 6D of the
Corporations Act. Any person acquiring Placing Shares must observe such
Australian on-sale restrictions.

 

Investors Resident in Hong Kong

 

This Announcement has not been reviewed by any regulatory authority in Hong
Kong. You are advised to exercise caution in relation to the Placing. If you
are in any doubt about any of the contents of this Announcement, you should
obtain independent professional advice.

 

The Placing Shares have not been offered or sold and will not be offered or
sold in Hong Kong, by means of any document, other than (a) to ''professional
investors'', as defined in the Securities and Futures Ordinance (Cap. 571) of
Hong Kong and any rules made under that Ordinance or (b) in other
circumstances which do not result in the document being a ''prospectus'' as
defined in the Companies (Winding Up and Miscellaneous Provision) Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance, and no advertisement, invitation or
document relating to the Placing Shares, which is directed at, or the contents
of which are likely to be accessed or read by, the public in Hong Kong has
been or will be issued, nor may it be in the possession of any person for the
purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do
so under the securities laws of Hong Kong), other than with respect to the
Placing Shares which are or are intended to be disposed of only to persons
outside Hong Kong or only to ''professional investors'' as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made
under that Ordinance.

 

References in this Announcement to Hong Kong are to the Hong Kong Special
Administrative Region of the People's Republic of China.

 

Investors Resident in Singapore

 

This Announcement and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of the Placing
Shares has not been registered and will not be registered as a prospectus with
the Monetary Authority of Singapore under the Securities and Futures Act
(Chapter 289 of Singapore (the "SFA"). Accordingly, this Announcement and any
other document or material in connection with the offer or sale, or invitation
for subscription or purchase, of the Placing Shares may not be circulated or
distributed, nor may the Placing Shares be offered or sold, or be made the
subject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than: (i) to an institutional
investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the
SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of,
any other applicable provision of the SFA, in each case subject to compliance
with conditions set forth in the SFA. There are on-sale restrictions in
Singapore that may be applicable to investors who acquire the Placing Shares.
As such, investors are advised to consider carefully whether the investment is
suitable for them and seek independent professional advice to acquaint
themselves with the SFA provisions relating to resale restrictions in
Singapore and comply accordingly. As of the date of this Announcement, the
Company has not determined the classification of the Placing Shares under
Sections 309B(1) of the SFA pursuant to the exemptions under Regulations 2 and
3 of the Securities and Futures (Capital Markets Products) Regulations 2018
(the "SF(CMP)R"). Accordingly, the Placing Shares may not be offered or sold
or made the subject of an invitation for subscription or purchase nor may this
Announcement or any other document or material in connection with the offer or
sale or invitation for subscription or purchase of any Placing Shares be
circulated or distributed, whether directly or indirectly: (i) to any person
in Singapore other than to an institutional investor; or (ii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.

 

No Prospectus Outside Canada

Other than in Canada as contemplated pursuant to the terms of the Agency
Agreement, no public offering of the Placing Shares is being made in the
United States, United Kingdom or elsewhere. No prospectus will be made
available in the United Kingdom, the United States or elsewhere (other than in
Canada) in connection with the matters contained in this Announcement and all
offers of the Equity Fundraise Shares, Glencore Subscription Shares and the
Open Offer Shares will be made pursuant to an exemption from the requirement
to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as
supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission
Delegated Regulation (EU) 2019/979), as amended from time to time and
including any relevant implementing measure in any member state and / or as
transposed into the laws of the United Kingdom pursuant to the European Union
(Withdrawal) Act 2018.

 

Cautionary Statements Regarding Forward-Looking Information

This Announcement contains "forward-looking information" including as that
term is defined under applicable Canadian securities legislation. Such
information includes but is not limited to, the intended use of proceeds, the
launch and closing of the anticipated Bookbuild; and the receipt of required
approvals, including the approval of the shareholders of the Company and the
TSX. Generally, forward-looking information can be identified by the use of
words such as "plans", "expects" or "is expected", "scheduled", "estimates"
"intends", "anticipates", "believes", or variations of such words and phrases,
or statements that certain actions, events or results "can", "may", "could",
"would", "should", "might" or "will", occur or be achieved, or the negative
connotations thereof. These forward-looking statements are subject to numerous
risks and uncertainties, certain of which are beyond the control of the
Company, which could cause the actual results, performance or achievements of
the Company to be materially different from the future results, performance or
achievements expressed or implied by such information. These risks include,
without limitation, risks related to AIM Admission and the approval of the TSX
and other applicable securities regulatory authorities, a failure to obtain
adequate financing on a timely basis and on acceptable terms, political and
regulatory risks associated with mining and exploration activities, including
environmental regulation, risks and uncertainties relating to the
interpretation of drill and sample results, risks related to the uncertainty
of cost and time estimation and the potential for unexpected delays, costs and
expenses, risks related to metal price fluctuations, the market for nickel and
cobalt products, other risks and uncertainties related to the Company's
prospects, properties and business as well as those risk factors discussed or
referred to herein and in the Company's disclosure record, including in its
annual information form for the year ended December 31, 2020 filed with the
securities regulatory authorities in all territories and provinces of Canada,
other than Quebec, and available at www.sedar.com. Although the Company has
attempted to identify important factors that could cause actual actions,
events or results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or results
not to be anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such
information. The Company undertakes no obligation to update forward-looking
information if circumstances or management's estimates, assumptions or
opinions should change, except as required by applicable law. The reader is
cautioned not to place undue reliance on forward-looking information. The
information in this Announcement is subject to change.

 

Other Cautions

 

BMO Capital Markets Limited, which is authorised and regulated in the United
Kingdom by the FCA, is acting exclusively for the Company and for no one else
in connection with the Equity Fundraise, Glencore Subscription or the Open
Offer and will not regard any other person (whether or not a recipient of this
Announcement) as a client in relation to the Equity Fundraise, Glencore
Subscription or the Open Offer or any other matter referred to in this
Announcement and will not be responsible to anyone other than the Company in
connection with the Equity Fundraise, Glencore Subscription or the Open Offer
or for providing the protections afforded to their respective clients or for
giving advice in relation to the Equity Fundraise, Glencore Subscription or
the Open Offer or any other matter referred to in this Announcement.

 

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the
FCA, is acting exclusively for the Company and for no one else in connection
with the Equity Fundraise, Glencore Subscription or the Open Offer and will
not regard any other person (whether or not a recipient of this Announcement)
as a client in relation to the Equity Fundraise, Glencore Subscription or the
Open Offer or any other matter referred to in this Announcement and will not
be responsible to anyone other than the Company in connection with the Equity
Fundraise, Glencore Subscription or the Open Offer or for providing the
protections afforded to their respective clients or for giving advice in
relation to the Equity Fundraise, Glencore Subscription or the Open Offer or
any other matter referred to in this Announcement. Peel Hunt LLP's
responsibilities as the Company's nominated adviser under the AIM Rules for
Nominated Advisers are owed solely to the London Stock Exchange and are not
owed to the Company or to any Director or to any other person.

 

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

 

Except as required by Applicable Canadian Securities Laws, the Canadian Agents
are acting exclusively for the Company in connection with the Canadian
Offering and will not regard any other person (whether or not a recipient of
this Announcement) as a client in relation to the Canadian Offering or any
other matter referred to in this Announcement and will not be responsible to
anyone other than the Company in connection with the Canadian Offering or for
providing the protections afforded to their respective clients or for giving
advice in relation to the Canadian Offering or any other matter referred to in
this Announcement.

 

In connection with the Placing, the Joint UK Bookrunners, the Canadian Agents
and any of their respective affiliates, acting as investors for their own
account, may take up a portion of the shares in the Placing as a principal
position and in that capacity may retain, purchase, sell, offer to sell for
the own accounts or otherwise deal for their own account in such shares and
other securities of the Company or related investments in connection with the
Placing or otherwise. Accordingly, references to Placing Shares being offered,
acquired, placed or otherwise dealt in should be read as including any issue
or offer to, or acquisition, placing or dealing by, the Joint UK Bookrunners,
the Canadian Agents and any of their respective affiliates acting in such
capacity. In addition, the Joint UK Bookrunners, the Canadian Agents and any
of their respective affiliates may enter into financing arrangements
(including swaps) with investors in connection with which the Joint UK
Bookrunners, the Canadian Agents and any of their respective affiliates may
from time to time acquire, hold or dispose of shares. None of the Joint UK
Bookrunners nor any of the Canadian Agents intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any
legal or regulatory obligations to do so.

 

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by or on behalf of any of the Joint UK Bookrunners or any of the
Canadian Agents (apart from, in the case of the Joint UK Bookrunners, the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended ("FSMA") or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any of their
respective Representatives as to, or in relation to, the accuracy, adequacy,
fairness or completeness of this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers or any other statement made or purported to be made
by or on behalf of any of the Joint UK Bookrunners, any of the Canadian Agents
and/or any of their respective affiliates and/or by any of their respective
Representatives in connection with the Company, the Equity Fundraise Shares,
the Glencore Subscription Shares, the Open Offer Shares, the Proposed Funding
Package or the Open Offer and any responsibility and liability whether arising
in tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by any of the Joint UK
Bookrunners, any of the Canadian Agents and/or any of their respective
affiliates and/or any of their respective Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers, and any liability therefor is expressly disclaimed.

 

The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is unauthorised. Failure to comply with this directive may
result in a violation of the U.S. Securities Act or the applicable laws of
other jurisdictions.

 

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

 

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

 

The Equity Fundraise Shares, the Glencore Subscription Shares and the Open
Offer Shares to be issued pursuant to the Proposed Funding Package will not be
admitted to trading on any stock exchange other than AIM and the TSX. The
Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer
Shares will, when issued in accordance with the rules of the TSX, form part of
the Ordinary Shares of the Company currently listed for trading on the TSX.

 

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

 

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

 

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

 

Information to Distributors

 

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, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT
WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION
OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO
THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS
REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED
BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, SUCH RESTRICTIONS.

 

Persons distributing this Announcement must satisfy themselves that it is
lawful to do so. Persons (including without limitation, nominees and trustees)
who have a contractual right or other legal obligations to forward a copy of
this Announcement (or any part thereof) should seek appropriate advice before
taking any action.

 

UK Product Governance Requirements

 

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 UK Placing Shares
have been subject to a product approval process, which has determined that the
UK Placing Shares are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS;
and (ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the UK Placing Shares
may decline and investors could lose all or part of their investment; the UK
Placing Shares offer no guaranteed income and no capital protection; and an
investment in the UK Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The Target
Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the UK Placing. Furthermore, it is noted
that, notwithstanding the Target Market Assessment, each of the Joint UK
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

 

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the UK Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
UK Placing Shares and determining appropriate distribution channels.

 

 

APPENDIX

TERMS AND CONDITIONS OF THE UK PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE UK PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS
ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND
ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN
ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR
AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE
EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS, BEING
PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU)
2017/1129 (THE "PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2(e) OF THE UK PROSPECTUS REGULATION, AND WHO ARE (I) PERSONS
FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005,
AS AMENDED (THE "ORDER") OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO
(D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER,
OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON
BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS
ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH
ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY,
IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE
PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED
STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND
OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND (II) IN THE UNITED STATES TO
A LIMITED NUMBER OF "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A
UNDER THE US SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER
THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE
IN THE UNITED STATES OR ELSEWHERE.

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

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

THE UK PLACING SHARES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR DISTRIBUTION
OR DISTRIBUTION TO THE PUBLIC UNDER APPLICABLE CANADIAN SECURITIES LAWS.
CANADIANS MAY ONLY PARTICIPATE IN THE CANADIAN OFFERING.

The distribution of this Announcement and/or the UK Placing and/or issue of
the UK Placing Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company, the Joint UK Bookrunners or any of their
respective affiliates, agents, directors, officers or employees that would
permit an offer of the UK Placing Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such UK
Placing Shares in any jurisdiction where action for that purpose is required.
Persons into whose possession this Announcement comes are required by the
Company and the Joint UK Bookrunners to inform themselves about and to observe
any such restrictions.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States (including its
territories and possessions, any state of the United States and the District
of Columbia), Australia, Canada, Japan or the Republic of South Africa or any
other jurisdiction in which the same would be unlawful. No public offering of
the UK Placing Shares is being made in any such jurisdiction.

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

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada (other than in
connection with sales under the Canadian Offering), no prospectus has been
lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; the relevant clearances have
not been, and will not be, obtained for the South Africa Reserve Bank or any
other applicable body in the Republic of South Africa in relation to the UK
Placing Shares and the UK Placing Shares have not been, nor will they be,
registered under or offering in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the UK Placing Shares may not be offered, sold,
resold or delivered, directly or indirectly, in or into Australia, Canada,
Japan or South Africa and may not (unless an exemption under the relevant
securities laws is applicable) be offered, sold, resold or delivered, directly
or indirectly, in or into Australia, Canada, Japan or the Republic of South
Africa or any other jurisdiction outside the United Kingdom.

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

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

By participating in the Bookbuild and the UK Placing, each UK Placee
(including individuals, funds or otherwise) by whom or on whose behalf a
commitment to subscribe for UK Placing Shares has been given will (i) be
deemed to have read and understood this Announcement in its entirety and (ii)
be participating, making an offer and subscribing for UK Placing Shares on the
terms and conditions contained in this Appendix, including being deemed to be
providing (and shall only be permitted to participate in the UK Placing on the
basis that they have provided) the representations, warranties, indemnities,
acknowledgements and undertakings contained in this Appendix. Upon being
notified of its allocation of UK Placing Shares, a UK Placee who chooses to
participate in the UK Placing by making an oral and legally binding offer
shall be contractually committed to acquire the number of UK Placing Shares
allocated to it and to the fullest extent permitted by law, will be deemed to
have agreed not to exercise any rights to rescind or terminate or ‎otherwise
withdraw from such commitment.‎

In particular, each such UK Placee represents, warrants, undertakes, agrees
and acknowledges (amongst other things) that:

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

2             in the case of a Relevant Person in a member state
of the EEA or in the UK who acquires any UK Placing Shares pursuant to the
Placing:

(a)  it is a Qualified Investor within the meaning of Article 2(e) of the
Prospectus Regulation or the UK Prospectus Regulation, as applicable; and

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

(i)  the UK Placing Shares acquired by it in the UK Placing have not been
acquired on behalf of, nor have they been acquired with a view to their offer
or resale to, persons in a member state of the EEA other than EEA Qualified
Investors or persons in the United Kingdom other than Relevant Persons, or in
circumstances in which the prior consent of the Joint UK Bookrunners have been
given to the offer or resale; or

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

(iii)  where UK Placing Shares have been acquired by it on behalf of persons
in the United Kingdom other than Relevant Persons, the offer of those UK
Placing Shares to it is not treated under the UK Prospectus Regulation as
having been made to such persons; and

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

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

5             it (and any account referred to in paragraph 4
above) is either:

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

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

No prospectus required for UK Placing Shares

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

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

Details of the UK Placing Agreement and the UK Placing Shares

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

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

The UK Placing Shares will, when issued, be subject to the articles of
association of the Company and credited as fully paid and will rank pari passu
in all respects with the existing issued Ordinary Shares in the capital of the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Ordinary Shares after the date of
issue of the UK Placing Shares.

The UK Placing is conditional upon, amongst other things, the Agency Agreement
having been entered into on or before the date of the UK Placing Agreement and
remaining in full force and effect and having become unconditional in all
respects other than for Admission and the UK Placing Agreement becoming
unconditional (described further below).

Details of the Agency Agreement

The Canadian Agents and the Company have entered into the Canadian Agents
Engagement Letter. Upon completion of the Bookbuild, the Canadian Agents and
the Company will enter into the Agency Agreement which will supersede in all
respects the Canadian Agents Engagement Letter and pursuant to which the
Canadian Agents will (on a several basis and not on a joint or a joint and
several basis) to offer and sell the Canadian Offering Shares on a "best
efforts" marketed basis at the Canadian Offering Price.

Applications for admission to listing and trading

Application will be made to the London Stock Exchange for admission of the
Equity Fundraise Shares and the Open Offer Shares to trading on AIM.
Application has been made to the TSX for the Equity Fundraise Shares and the
Open Offer Shares to be admitted to trading on the TSX.

It is expected that AIM Admission will take place on or before 8.00 a.m.
(London time) on 22 December 2021 and that dealings in the Equity Fundraise
Shares and the Open Offer Shares on AIM will commence at the same time.

It is expected that trading in the Equity Fundraise Shares and the Open Offer
Shares on the TSX will take place on or before 9.30 a.m. (Toronto time) on 22
December 2021 and that dealings in the Equity Fundraise Shares and the Open
Offer Shares on the TSX will commence at the same time.

Bookbuild process

Following the release of this Announcement, the Joint UK Bookrunners will
today commence the Bookbuild to determine demand for participation in the UK
Placing by UK Placees. This Appendix gives details of the terms and conditions
of, and the mechanics of participation in, the UK Placing. No commissions will
be paid to UK Placees or by UK Placees in respect of any UK Placing Shares.

The Joint UK Bookrunners and the Company shall be entitled to effect the UK
Placing by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.

Principal terms of the Bookbuild and UK Placing

1             BMO and Peel Hunt are acting as joint global
coordinators to the UK Placing and BMO, Peel Hunt and H&P are acting as
joint bookrunners to the UK Placing, as agents of the Company.

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

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

4             The Bookbuild will establish a single price per
Ordinary Share payable to the Joint UK Bookrunners by all UK Placees whose
bids are successful (the "UK Placing Price"). The UK Placing Price and the
aggregate proceeds to be raised through the Placing will be agreed between the
Joint UK Bookrunners and the Company following completion of the Bookbuild.
The UK Placing Price will be announced through the Placing Results
Announcement following the completion of the Bookbuild.

5             To bid in the Bookbuild, UK Placees should
communicate their bid by telephone to their usual sales contact at the
relevant Joint UK Bookrunner. Each bid should state the number of UK Placing
Shares which a prospective UK Placee wishes to subscribe for at either the UK
Placing Price which is ultimately established by the Company and the Joint UK
Bookrunners or at prices up to a price limit specified in its bid. Bids may be
scaled down by the Joint UK Bookrunners on the basis referred to in paragraph
10 below. The Joint UK Bookrunners are arranging the UK Placing severally, and
not jointly, or jointly and severally, as agents of the Company.

6             The Bookbuild is expected to close no later than
7.00 a.m. on 24 November 2021 but may be closed earlier or later at the
discretion of the Joint UK Bookrunners. The Joint UK Bookrunners may, in
agreement with the Company, accept bids that are received after the Bookbuild
has closed. The Company reserves the right (upon agreement of the Joint UK
Bookrunners) to reduce or seek to increase the amount to be raised pursuant to
the UK Placing, in its discretion.

7             Each UK Placee's allocation will be determined by
the Joint UK Bookrunners following consultation with the Company and will be
confirmed orally by the relevant Joint UK Bookrunner to UK Placees. The
relevant Joint UK Bookrunner's oral confirmation of an allocation will give
rise to a legally binding commitment by the UK Placee concerned, in favour of
the relevant Joint UK Bookrunner and the Company, under which it agrees to
subscribe for the number of UK Placing Shares allocated to it on the terms and
subject to the conditions set out in this Appendix and the Company's articles
of association.

8             The Company will release the Placing Results
Announcement following the close of the Bookbuild, detailing the aggregate
number of the UK Placing Shares to be issued and the UK Placing Price at which
such shares have been placed

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

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

(a)       allocate UK Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and

(b)       allocate UK Placing Shares after the Bookbuild has closed to
any person submitting a bid after that time.

11            Each UK Placee will have an immediate, separate,
irrevocable and binding obligation, owed to the relevant Joint UK Bookrunner
and the Company, to pay to it (or as it may direct) in cleared funds an amount
equal to the product of the UK Placing Price and the number of UK Placing
Shares such UK Placee has agreed to acquire and the Company has agreed to
allot and issue to that UK Placee.

12            By participating in the UK Placing, each UK Placee
that is also a Qualifying Shareholder for the purposes of the Open Offer will
be deemed to have irrevocably undertaken not to accept their Open Offer
Entitlement and to the extent that any such UK Placee seeks to make an
application for its Open Offer Entitlement the Company shall, in its absolute
discretion, be capable of disregarding such application.

13            Except as required by law or regulation, no press
release or other announcement will be made by the Joint UK Bookrunners or the
Company using the name of any UK Placee (or its agent), in its capacity as UK
Placee (or agent), other than with such UK Placee's prior written consent.

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

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

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

17            To the fullest extent permissible by law, none of:

(a)       the Joint Bookrunners;

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

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

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

Registration and settlement of the UK Placing Shares

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

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

Settlement of transactions in the UK Placing Shares placed by the Joint UK
Bookrunners following Admission will take place within CREST, subject to
certain exceptions. Settlement of the UK Placing Shares through CREST will be
on a T+2 basis unless otherwise notified by any Joint UK Bookrunner and is
expected to occur on 22 December 2021 in accordance with the contract note or
electronic trade confirmation.

Settlement will be on a delivery versus payment basis. However, in the event
of any difficulties or delays in the admission of the UK Placing Shares to
CREST or the use of CREST in relation to the UK Placing, the Company and the
Joint UK Bookrunners may agree that the UK Placing Shares should be issued in
certificated form. Each of the Joint UK Bookrunners reserves the right to
require settlement for the UK Placing Shares, and to deliver the UK Placing
Shares to UK Placees, by such other means as they deem necessary if delivery
or settlement to UK Placees is not practicable within the CREST system or
would not be consistent with regulatory requirements in a UK Placee's
jurisdiction.

General

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

Each UK Placee is deemed to agree that if it does not comply with these
obligations, the relevant Joint UK Bookrunner may sell any or all of the UK
Placing Shares allocated to that UK Placee on their behalf and retain from the
proceeds, for the Company's own account and benefit, an amount equal to the
aggregate amount owed by the UK Placee plus any interest due. The relevant UK
Placee will, however, remain liable for any shortfall below the UK Placing
Price and for any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of its UK Placing Shares
on its behalf. By communicating a bid for UK Placing Shares, such UK Placee
confers on the Joint UK Bookrunners all such authorities and powers necessary
to carry out such sale and agrees to ratify and confirm all actions which the
Joint UK Bookrunners lawfully take in pursuance of such sale.

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

Conditions of the UK Placing

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

1             AIM Admission taking place not later than 8.00 a.m.
on 22 December 2021 or such later date as is agreed in writing between the
Company and the Joint UK Bookrunners, but in any event not later than 8.00
a.m. on the Long Stop Date;

2             the TSX conditionally approving the listing of all
the Equity Fundraise Shares and the Open Offer Shares subject to the Company
fulfilling the requirements of such Exchange set forth in the letter from the
TSX conditionally approving the listing of such new Ordinary Shares, on or
before the dates stipulated in such letter;

3             the warranties on the part of the Company in the UK
Placing Agreement being true, accurate and not misleading on and as of the
date of the UK Placing Agreement, the date of the UK Placing Term Sheet, the
date of the publication of the Circular, the date of the General Meeting and
at all times up to and immediately prior to the date of AIM Admission, as
though they had been given and made on such dates by reference to the facts
and circumstances then subsisting, and no matter having arisen prior to AIM
Admission which might reasonably be expected to give rise to a claim under the
indemnity contained in the UK Placing Agreement;

4             despatch of the Circular and the Form of Proxy to
Shareholders, and the Application Form to Qualifying Shareholders, by no later
than 6:00 pm on the Business Day immediately following publication of the
Placing Results Announcement (or such other later time as the Joint UK
Bookrunners may agree with the Company);

5             simultaneous with the execution of the UK Placing
Term Sheet, the Agency Agreement being duly executed by all parties thereto
and, from the date of such execution, remaining in full force and effect and
having become unconditional in all respects other than for AIM Admission and
the UK Placing Agreement and the Strategic Investment Agreements becoming
unconditional (in each case other than in respect of AIM Admission and the UK
Placing Agreement, the Agency Agreement and the Strategic Investment
Agreements becoming unconditional);

6             in any of the Joint UK Bookrunners' opinion acting
in good faith, there not having occurred since the date of the UK Placing
Agreement a Material Adverse Change (as defined in the UK Placing
Agreement)(whether or not foreseeable at the date of the UK Placing
Agreement); and

7             the GM having taken place on the date set out in the
Notice, no adjournment of the GM having occurred without the prior written
consent of the Joint UK Bookrunners and the Resolutions having been passed
thereat without amendment,

(all conditions to the obligations of the Joint UK Bookrunners included in the
UK Placing Agreement being together, the "conditions").

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

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

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

None of the Joint UK Bookrunners nor any of their respective affiliates,
agents, directors, officers or employees nor the Company shall have any
liability to any UK Placee (or to any other person whether acting on behalf of
a UK Placee or otherwise) in respect of any decision any of them may make as
to whether or not to waive or to extend the time and/or date for the
satisfaction of any condition to the UK Placing nor for any decision any of
them may make as to the satisfaction of any condition, the number of UK
Placing Shares to be placed or in respect of the UK Placing generally and by
participating in the UK Placing each UK Placee agrees that any such decision
is within the absolute discretion of each Joint UK Bookrunner.

Termination of the UK Placing

Each Joint UK Bookrunner is entitled at any time before AIM Admission, to
terminate the UK Placing Agreement in accordance with its terms in certain
circumstances, including, inter alia, if:

1             any of the representations or warranties of the
Company contained in the UK Placing Agreement was, when given, untrue,
inaccurate or misleading or is not, or has ceased to be, true, accurate or not
misleading (or would not be true, accurate or not misleading if then repeated)
by reference to the facts subsisting at the time; or

2             there has occurred, in a Joint UK Bookrunner's
opinion, acting in good faith, a Material Adverse Change (as defined in the UK
Placing Agreement) whether or not foreseeable at the date of the UK Placing
Agreement;

3             the occurrence of a suspension or cancellation by
the London Stock Exchange or the TSX of trading in the Company's securities;

4             there is introduced, or there is a public
announcement of a proposal to introduce any change in Market Rules or any
other applicable law in the United Kingdom, the United States or Canada, which
does or is likely to prohibit or restrict the UK Placing, the Canadian
Offering, the Open Offer, capital issues or stock markets or materially
adversely affect the Group; or

5             the Agency Agreement has been terminated or is
otherwise no longer in full force or effect.

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

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

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

By participating in the UK Placing, each UK Placee agrees that its rights and
obligations terminate only in the circumstances described above in this
section and under the "Conditions of the UK Placing" section further above and
will not be capable of rescission or termination by it.

Representations, warranties and further terms of UK Placing

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

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

2             it acknowledges no offering document or prospectus
or admission document has been or will be prepared in connection with the UK
Placing or is required under the Prospectus Regulation or the UK Prospectus
Regulation and it has not received and will not receive a prospectus,
admission document or other offering document in connection with Admission,
the Bookbuild, the Company, the UK Placing or the UK Placing Shares;

3             it acknowledges that the Ordinary Shares are traded
on AIM and the TSX and that the Company is therefore required to publish
certain business and financial information in accordance with the AIM Rules
for Companies, MAR, the TSX Listing Rules or applicable law (collectively, the
"Exchange Information"), which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account, and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to obtain or access
such Exchange Information;

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

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

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

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

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

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

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

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

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

13            it is not, and at the time the UK Placing Shares are
acquired will not be, a resident of Australia, Japan or the Republic of South
Africa;

14            it is not, and any person who it is acting on behalf
of is not, and at the time the UK Placing Shares are subscribed will not be, a
resident of, or with an address in, or subject to the laws of, Canada, and it
acknowledges and agrees that the UK Placing Shares have not been and will not
be registered or otherwise qualified under the securities legislation of
Canada and may not be offered, sold, or acquired, directly or indirectly,
within that jurisdiction, and the Canadians may only participate in the
Canadian Offering;

15            the UK Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise qualified, for
offer and sale nor will a prospectus be cleared or approved in respect of any
of the UK Placing Shares under the securities laws of the United States, or
any state or other jurisdiction of the United States, Australia, Japan or the
Republic of South Africa and, subject to certain exceptions, may not be
offered, sold, taken up, renounced or delivered or transferred, directly or
indirectly, within the United States, Australia, Japan or the Republic of
South Africa or in any country or jurisdiction where any such action for that
purpose is required;

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

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

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

(b)         has fully observed such laws and regulations;

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

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

18            it is not, and any person who it is acting on behalf
of is not, and at the time the UK Placing Shares are subscribed will not be, a
resident of, or with an address in, or subject to the laws of, Australia,
Japan or the Republic of South Africa, and it acknowledges and agrees that the
UK Placing Shares have not been and will not be registered or otherwise
qualified under the securities legislation of Australia, Japan or the Republic
of South Africa and may not be offered, sold, or acquired, directly or
indirectly, within those jurisdictions;

19            it understands that the UK Placing Shares are
expected to be issued to it through CREST but may be issued to it in
certificated, definitive form and acknowledges and agrees that the UK Placing
Shares may, to the extent they are delivered in certificated form, bear a
legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER
THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION
STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE US SECURITIES ACT, (B)
IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF
REGULATION S UNDER THE US SECURITIES ACT OR (C) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE FOREGOING, THE SHARES MAY NOT BE DEPOSITED INTO ANY
UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF SHARES ESTABLISHED OR
MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE
SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING
RESTRICTIONS.";

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

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

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

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

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

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

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

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

28            the person who it specifies for registration as
holder of the UK Placing Shares will be:

(a)       the UK Placee; or

(b)       a nominee of the UK Placee, as the case may be;

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

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

31            if it is in Australia, it accepts and acknowledges
that this Announcement is not a prospectus, product disclosure statement or
other offering document under the Corporations Act 2001 (Cth) (the
"Corporations Act") or any other Australian law and will not be lodged or
registered with the Australian Securities and Investments Commission or any
other regulator in Australia; 12.

32            if it is in Australia, it is a "sophisticated
investor" or a "professional investor" as those terms are defined in
sub-sections 708(8) and 708(11) of the Corporations Act, respectively;

33            if it is in Hong Kong, it is a ''professional
investor'' as defined in the Securities and Futures Ordinance (Cap 571 of Hong
Kong) and any rules made thereunder;

34            if it is in Singapore, it is an "institutional
investor" as such term is defined in section 4A of the Securities and Futures
Act (Chapter 289) of Singapore;

35            if it is acting as a financial intermediary, as that
term is used in Article 2(d) of the Prospectus Regulation or the UK Prospectus
Regulation, as the case may be, that the UK Placing Shares acquired by it in
the UK Placing will not be acquired on a non-discretionary basis on behalf of,
nor will they be acquired with a view to their offer or resale to, persons in
a member state of the EEA other than EEA Qualified Investors or persons in the
United Kingdom other than Relevant Persons, or in circumstances in which the
prior consent of the Joint UK Bookrunners and the Company has been given to
the proposed offer or resale;

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

37            that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any UK
Placing Shares to persons in the United Kingdom, except to Relevant Persons or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning of Article
2(d) of the UK Prospectus Regulation;

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

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

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

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

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

(a)       dealt in the securities of the Company;

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

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

43            none of the Joint UK Bookrunners, the Company nor any
of their respective affiliates, agents, directors, officers or employees nor
any person acting on behalf of the Joint UK Bookrunners or their respective
affiliates, agents, directors, officers or employees is making any
recommendations to it, advising it regarding the suitability of any
transactions it may enter into in connection with the UK Placing nor providing
advice in relation to the Placing nor in respect of any representations,
warranties, acknowledgements, agreements, undertakings, or indemnities
contained in the UK Placing Agreement nor the exercise or performance of any
of the Joint UK Bookrunners' rights and obligations thereunder including any
rights to waive or vary any conditions or exercise any termination right;

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

45            it has complied with its obligations under the
Criminal Justice Act 1993, MAR and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006
and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 and the Money Laundering
Sourcebook of the FCA and any related or similar rules, regulations or
guidelines issued, administered or enforced by any government agency having
jurisdiction in respect thereof (together, the "Regulations") and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;

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

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

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

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

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

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

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

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

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

55            the UK Placing Shares will be issued subject to the
terms and conditions of this Appendix; and

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

By participating in the UK Placing, each UK Placee (and any person acting on
such UK Placee's behalf) agrees to indemnify and hold the Company, the Joint
UK Bookrunners and each of their respective affiliates, agents, directors,
officers and employees harmless from any and all costs, claims, liabilities
and expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings given by the UK Placee (and any
person acting on such UK Placee's behalf) in this Appendix or incurred by the
Joint UK Bookrunners, the Company or each of their respective affiliates,
agents, directors, officers or employees arising from the performance of the
UK Placee's obligations as set out in this Announcement, and further agrees
that the provisions of this Appendix shall survive after the completion of the
UK Placing.

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

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

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

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

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

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

References to time in this Announcement are to London time, unless otherwise
stated.

All times and dates in this Announcement may be subject to amendment. UK
Placees will be notified of any changes.

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

The price of shares and any income expected from them may go down as well as
up and investors may not get back the full amount invested upon disposal of
the shares. Past performance is no guide to future performance, and persons
needing advice should consult an independent financial adviser.

The UK Placing Shares to be issued pursuant to the UK Placing will not be
admitted to trading on any stock exchange other than the AIM Market of the
London Stock Exchange and the Toronto Stock Exchange.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
Announcement.

DEFINITIONS

In this Announcement:

"Admission" means AIM Admission and TSX Admission (or one of them as the
context may require);

"Agency Agreement" means the agency agreement in relation to the Canadian
Offering to be entered into between the Company and the Canadian Agents prior
to announcing the results of the Bookbuild;

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

"AIM Admission" means admission of the Equity Fundraise Shares to trading on
AIM becoming effective in accordance with Rule 6 of the AIM Rules for
Companies;

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

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

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

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

"Appendix" means the appendix to this Announcement;

"Applicable Canadian Securities Law" means all applicable securities laws in
each of the Canadian Jurisdictions and the respective rules, regulations,
instruments, blanket orders and blanket rulings under such laws together with
applicable published policies, policy statements of the securities commissions
in the Canadian Jurisdictions, together with the TSX Listing Rules.

"Application Form" means the application form relating to the Open Offer for
use, where relevant, by Qualifying Shareholders

"Applications" means the applications made by the Company (i) to the London
Stock Exchange for AIM Admission and (ii) to the TSX for TSX Admission and
references to "Application" shall be to any of such applications as the
context may require;

"BMO Canada" means BMO Nesbitt Burns Inc. of One First Canadian Place, 4(th)
Floor, P.O. Box 150, Toronto, Ontario M5X 1H3

"BMO UK" means BMO Capital Markets Limited, a company incorporated in England
and Wales with registered number 02928824 whose registered office is at 95
Queen Victoria Street London EC4V 4HG, United Kingdom;

"Bookbuild" means (i) the accelerated bookbuild process in relation to the UK
Placing, on the terms described in the UK Placing Agreement and the other
documents relating to the UK Placing, which will establish the number of UK
Placing Shares to be issued and allotted pursuant to the UK Placing; and (ii)
the marketed offering of the Canadian Offering Shares pursuant to, and as
described in, the Canadian Prospectus;

"Business Day" means any day, other than a Saturday or Sunday, when clearing
banks are open for business in London, United Kingdom, Toronto, Canada and New
York, United States of America;

"Canadian Agents" means each of BMO Canada, Cantor, Cormark and Paradigm;

"Canadian Base Shelf Prospectus" means the (final) short form base shelf
prospectus of the Company dated October 29, 2021 filed in each of the Canadian
Jurisdictions (together with any amendment thereto);

"Canadian Jurisdictions" means each of the provinces and territories of
Canada, except Québec;

"Canadian Offering" means the offering of the Canadian Offering Shares
pursuant to the Canadian Prospectus and the Agency Agreement;

"Canadian Offering Price" means the price per Canadian Offering Share, being
the UK Placing Price converted from Pounds Sterling to Canadian Dollars at the
prevailing exchange rate;

"Canadian Offering Shares" means the new Ordinary Shares proposed to be issued
by the Company and offered to the Canadian Purchasers pursuant to the Agency
Agreement;

"Canadian Prospectus" means the Canadian Base Shelf Prospectus and any
applicable Canadian Prospectus Supplement filed in each of the Canadian
Jurisdictions in respect of the Canadian Offering Shares to be issued pursuant
to the Agency Agreement;

"Canadian Prospectus Supplement" means a prospectus supplement to the Canadian
Base Shelf Prospectus prepared in accordance with Applicable Canadian
Securities Laws and filed in connection with the distribution in Canada of the
Canadian Offering Shares pursuant to the Agency Agreement;

"Canadian Purchasers" means the persons to be procured by the Canadian Agents
pursuant to the Agency Agreement who purchase Canadian Offering Shares;

"Cantor" means Cantor Fitzgerald Canada Corporation, a corporation
incorporated in Nova Scotia with registered number 3119896 whose registered
office is at c/o Stewart McKelvey, 1959 Upper Water Street, Purdy's Wharf
Tower One, Suite 900, Halifax, Nova Scotia B3J 2X2, Canada (together with any
affiliate providing services to the Company);

"Circular" means the circular to be published by the Company in relation to
the Equity Fundraise and the Open Offer and a notice convening the General
Meeting;

"Company" means Horizonte Minerals PLC, a company incorporated in England and
Wales with registered number 05676866 whose registered office is at Rex House,
4 - 12 Regent Street, London, England, SW1Y 4RG, United Kingdom;

"Convertible Loan Note Instruments" means the La Mancha Convertible Loan Note
Instrument and the Orion Convertible Loan Note Instrument;

"Cormark" means Cormark Securities Inc., a corporation whose registered office
is at 200 Bay Street, Royal Bank Plaza, North Tower, Suite 1800, Toronto,
Ontario, Canada, M5J 2J2;

 "Credit Approved Commitment Letter" means the commitment letter entered into
between the Company and the Lenders on 29 October 2021 setting out the
proposed terms to be incorporated into the proposed senior facility agreement;

"CREST" means the relevant system (as defined in the CREST Regulations) in
respect of which Euroclear UK & Ireland Limited is the Operator (as
defined in the CREST Regulations);

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

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

"DTRs" means the Disclosure Guidance and Transparency Rules sourcebook
published by the FCA from time to time;

"Equity Fundraise" means the UK Placing, the Canadian Offering and the
Strategic Investments;

"Equity Fundraise Shares" means the UK Placing Shares, the Canadian Offering
Shares and the Strategic Investment Shares;

"Excess Application Facility" means the arrangement pursuant to which
Qualifying Shareholders may (provided they have agreed to take up their Open
Offer Entitlement in full) apply for Open Offer Shares in excess of their Open
Offer Entitlement, in accordance with the terms and subject to the conditions
set out in the Circular;

"Exchanges" means the LSE and TSX and "Exchange" shall be construed
accordingly;

"Excluded Shareholders" means shareholders to whom Application Forms are not
to be sent or whose stock accounts in CREST are not to be credited with Open
Offer Entitlements as described in the section entitled "Overseas
Shareholders" in Part II of the Circular, save for any such persons who have
on or prior to 10.00am on the GM Date satisfied the Company that they are
permitted to apply their Open Offer Entitlements;

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

"Form of Proxy" means the form of proxy for use in connection with the GM;

"FSMA" means the Financial Services and Markets Act 2000, as amended;

"General Meeting" or "GM" means the general meeting of the Company convened
for the GM Date, notice of which is set out at the end of the Circular;

"Glencore" means Glencore International AG of Baarermattstrasse 3, CH-6340
Baar, Switzerland;

"Glencore Subscription Agreement" means the subscription agreement between the
Company and Glencore entered into on or around the date of this Announcement;

"Glencore Subscription Shares" means the new Ordinary Shares proposed to be
issued by the Company pursuant to the Glencore Subscription Agreement;

"GM Date" means 20 December 2021 (or such other date as agreed between the
Company and the Joint Bookrunners prior to publication of the Circular).

"Group" means the Company and all its subsidiary undertakings;

"H&P" means H&P Advisory Limited, a company incorporated in England
and Wales with registered number 01850105 whose registered office is at 2 Park
Street, London, W1K 2HX, United Kingdom;

"Joint Bookrunners" means BMO UK, BMO Canada, Cantor, Peel Hunt, H&P,
Cormark and Paradigm in their roles as joint bookrunners for the Company and
"Joint Bookrunner" shall be construed accordingly;

"Joint Global Coordinators" means BMO UK and Peel Hunt;

"Joint UK Bookrunners" means BMO UK, H&P and Peel Hunt;

"La Mancha" means La Mancha Investments s.à r.l., a private limited liability
company (société à responsabilité limitée) incorporated under the laws of
Luxembourg

"La Mancha Convertible Loan Note Instrument" means the convertible loan note
instrument between the Company and La Mancha dated on or around the date of
this Announcement;

"La Mancha Subscription Agreement" means the subscription agreement between
the Company and La Mancha entered into on or around the date of this
Announcement;

"Lenders" means BNP Paribas, BNP Paribas Fortis, ING Capital LLC, ING Bank
N.V., Natixis, New York Branch, Société Générale, and Swedish Export
Credit Corporation;

"London Stock Exchange" or "LSE" means London Stock Exchange plc;

"Long Stop Date" means 14 January 2022;

"MAR" means Regulation (EU) No. 596/2014 of the European Parliament and of the
Council of 16 April 2014 on market abuse, and from 1 January 2021 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018;

"Market Rules" means any law, regulation or stock or financial market rule, or
policy statement, ruling, order or other regulatory instrument of any
securities regulatory authority in the UK, Canada, the US or any such other
jurisdiction in which the Placing Shares are offered or sold, applicable to
the Company as a result of the Placing, the Canadian Offering or its Ordinary
Shares being listed or quoted or admitted to AIM, the Exchanges, including,
without limitation, the AIM Rules, the rules and regulations of the London
Stock Exchange, MAR and the DTRs;

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

"Notice" means the notice of the GM set out at the end of the Circular;

"Offtake Agreement" means the offtake agreement entered into between the
Company and Glencore on or around the date of this Announcement;

"Open Offer" means the proposed conditional offer by the Company to Qualifying
Shareholders to subscribe for the Open Offer Shares in aggregate, at the UK
Placing Price, on the terms and subject to the conditions to be set out in the
Circular and, where relevant, in the Application Form;

"Open Offer Entitlement" means an entitlement to subscribe for new Ordinary
Shares allocated to a Qualifying Shareholders pursuant to the Open Offer.

"Open Offer Shares" means new Ordinary Shares proposed to be offered to
Qualifying Shareholders pursuant to the Open Offer including, where the
context requires, such new Ordinary Shares as are validly taken up by
Qualifying Shareholders under the Excess Application Facility;

"Ordinary Shares" means the ordinary shares of £0.01 each in the capital of
the Company;

"Orion" means Orion Mine Finance Fund III LP, an exempted limited partnership
established under the laws of the Cayman Islands with number 101696 whose
registered office is at PO Box 309, Ugland House, Grand Cayman, KY1-1104;

"Orion Convertible Loan Note Instrument" means the convertible loan note
instrument between the Company and Orion dated on or around the date of this
Announcement;

"Orion Subscription Agreement" means the subscription agreement between the
Company and Orion entered into on or around the date of this Announcement;

"Orion Term Sheet" means the term sheet entered into between the Company and
Orion dated 27 June 2021;

"Other Financing Arrangements" means certain debt and other financing
arrangements to be entered into by the Company including, but not limited to,
the Offtake Agreement, senior facility agreement on the terms set out in the
Credit Approved Commitment Letter, the Convertible Loan Note Instruments and a
cost overrun facility on the terms set out in the Orion Term Sheet;

"Paradigm" means Paradigm Capital Inc., a corporation whose registered office
is at 95 Wellington Street West, Suite 2101, PO Box 63, Toronto, Ontario, M5J
2J2;

"Peel Hunt" means Peel Hunt LLP, registered in England and Wales with
number 0C357088, whose registered office is at 7th Floor, 100 Liverpool
Street, London EC2Y 5ET, United Kingdom;

"Placing" means the Canadian Offering and the UK Placing;

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

"Placing Shares" means the UK Placing Shares and the Canadian Offering Shares;

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

"Proposed Funding Package" means the Equity Fundraise and the Other Financing
Arrangements;

"Prospectus Regulation" means Regulation (EU) 2017/1129 (as amended and
supplemented from time to time);

"Prospectus Regulation Rules" means the latest edition of the "Prospectus
Regulation Rules" made pursuant to section 73A of FSMA;

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

"Qualifying Shareholders" means shareholders whose names appear in the
register of members of the Company at the close of business on the Record
Date, other than Excluded Shareholders;

"Record Date" means 22 November 2021 or such other date required by the London
Stock Exchange or as may be agreed between the Company and the Joint
Bookrunners.

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

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

"Resolutions" means the resolutions to be proposed at the GM contained in the
Notice;

"Rule 144A" means Rule 144A of the US Securities Act;

"Strategic Investment Agreements" means the Orion Subscription Agreement and
La Mancha Subscription Agreement;

"Strategic Investment Shares" means the new Ordinary Shares proposed to be
issued by the Company pursuant to the Strategic Investment Agreements;

"Strategic Investments" means the investments in the Company pursuant to the
Strategic Investment Agreements and the Convertible Loan Note Instruments;

 "Toronto Stock Exchange" or "TSX" means the Toronto Stock Exchange operated
by TMX Group Limited;

"TSX Admission" means the listing of the Placing Shares on the TSX in
accordance with the TSX Listing Rules;

"TSX Company Manual" means the TSX Company Manual of the TSX, as amended from
time to time;

"TSX Listing Rules" means the rules and regulations of the TSX as set out in
the TSX Company Manual;

"UK Placees" means persons to be procured by the Joint UK Bookrunners pursuant
to the UK Placing Agreement who agree to subscribe for UK Placing Shares;

"UK Placing" means the placing of the UK Placing Shares by the Joint UK
Bookrunners pursuant to the UK Placing Agreement who agree to subscribe for UK
Placing Shares;

"UK Placing Price" has the meaning given in paragraph 4 of the section
entitled "Principal terms of the Bookbuild and UK Placing" of the Appendix;

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

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

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

"US Securities Act" means the US Securities Act of 1933, as amended; and

"Vermelho Project" means the Vermelho nickel and cobalt project.

 

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