REG - Kefi Gold and Copper - Proposed Equity Fundraise

KEFI Gold and CopperAnnouncement

19/03/2026 17:15

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RNS Number : 3789X  Kefi Gold and Copper PLC  19 March 2026

FOR IMMEDIATE RELEASE

19 March 2026

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE INFORMATION CONTAINED
HEREIN ARE RESTRICTED, FOR INFORMATION PURPOSES ONLY AND ARE NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN OR INTO THE
UNITED STATES, AUSTRALIA, SWITZERLAND, CANADA, SOUTH AFRICA, JAPAN OR ANY
OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, DISTRIBUTION, OFFER OR
SALE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES IN ANY JURISDICTION. NEITHER THIS
ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH ANY INVESTMENT IN RESPECT OF KEFI GOLD AND COPPER
PLC AND SHOULD NOT BE CONSIDERED AS A RECOMMENDATION THAT ANY INVESTOR SHOULD
SUBSCRIBE FOR OR PURCHASE ANY SUCH SECURITIES.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

 

KEFI Gold and Copper plc

("KEFI" or the "Company")

 

Proposed Equity Fundraise (the "Fundraise")

 

Fundraise to finalise the Tulu Kapi Project Financing and fund the next stage
of KEFI's development

 

KEFI (AIM: KEFI), a gold and copper exploration and development company
focused on the Arabian-Nubian Shield with a pipeline of projects in the
Federal Democratic Republic of Ethiopia ("Ethiopia"), and the Kingdom of Saudi
Arabia, announces a proposed placing (the "Placing") to raise gross proceeds
of approximately £34 million (approximately US$45 million) before expenses,
via the issue of new ordinary shares of £0.001 each ("Ordinary Shares") in
the capital of the Company ("Placing Shares") at a price of 1.2 pence per
share (the "Issue Price") to institutional investors. The Placing is to be
conducted by way of an accelerated bookbuild process, launched with immediate
effect. The final number of Placing Shares will be determined following the
closing of the bookbuild.

The Company also announces that a concurrent separate retail offering (the
"Retail Offering") will be opened shortly to enable eligible investors and
retail shareholders to participate in the Fundraise for an amount of up to £1
million (approximately US$1.3 million) before expenses, through the issuance
of up to 83,333,333 new Ordinary Shares (the "Retail Shares") at the Issue
Price. The Retail Offering is not made subject to the terms and conditions set
out in the Appendix and instead a separate announcement will be made shortly
providing further details of the Retail Offering and its terms.

Alongside the Placing and the Retail Offering, the Company intends to issue up
to 71,048,917 new Ordinary Shares (the "Subscription Shares" and, together
with the Placing Shares and the Retail Shares, the "New Shares") at the Issue
Price to certain service providers of the Company to settle outstanding fees
totalling approximately £853,000 (the "Subscription"). The Retail Offering
and the Subscription are conditional on the Placing, but the Placing is not
conditional on the Retail Offering or the Subscription.

The net proceeds of the Placing will be utilised by the Company to complete
and optimise the project financing for the Tulu Kapi project in Ethiopia, fund
exploration activities, fund a cost overrun cash reserve and for general
working capital purposes. The total proceeds raised by the Company to fund the
Tulu Kapi project following completion of the Placing will be approximately
US$355 million, which exceeds the anticipated US$330 million total project
capital cost.

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited
("Tavira") are acting as joint bookrunners (the "Joint Bookrunners") in
relation to the Placing.

Unless the context otherwise provides, capitalised terms used in this
announcement (including the appendices (the "Appendices" and together, this
"Announcement")) have the meanings ascribed to them in the section headed
"Definitions" at the end of this Announcement.

HIGHLIGHTS

·      Intention to conduct a Placing to raise gross proceeds of
approximately £34 million (approximately US$45 million) before expenses, via
the issue of new Ordinary Shares in the Company

·      The New Shares will represent approximately 28 per cent. of the
existing issued ordinary share capital of the Company

·      The net proceeds of the Fundraise, together with previously
announced project development financings, are intended to be used to:

o  Finalise and optimise the Tulu Kapi project development capital structure;

o  Fund exploration activities in Ethiopia, including the planned phase two
expansion of Tulu Kapi via underground mining, where there remains significant
potential high grade, high value, upside at depth, and wider exploration
activities focused on highly prospective, but under explored, areas of
Ethiopia;

o  Fund a cost overrun cash reserve to serve as a buffer during the Tulu Kapi
construction phase; and

o  For general working capital purposes.

·      Strong commodity prices and active capital markets have driven
increased interest in the Company from a broad range of investors

·      It is expected that the Placing Shares will be settled in two
tranches. The first tranche of Placing Shares (the "First Tranche Placing
Shares") will be issued under the Company's existing shareholder authorities
and is expected to settle on 24 March 2026 (or such later time and/or date as
the Company and the Joint Bookrunners may agree, being not later than 8.00
a.m. on 31 March 2026). The issue of the second tranche of Placing Shares (the
"Second Tranche Placing Shares"), comprising Placing Shares in excess of the
Company's existing shareholder authorities, as well as the Retail Shares and
the Subscription Shares, will be conditional on shareholder approval at a
General Meeting. Therefore, subject to the results of the Placing, the Company
intends to convene a shareholder meeting, expected to be held on or around 14
April 2026, to approve the allotment of the Second Tranche Placing Shares, the
Retail Shares and the Subscription Shares on a non-pre-emptive basis. KEFI
will publish a Notice of General Meeting setting out the shareholder
resolutions requiring approval, and the Board of KEFI's recommended support
for it, on or around the week commencing 23 March 2026. Admission of the
Second Tranche Placing Shares, the Retail Shares and the Subscription Shares
is expected by 8.00 a.m. on 16 April 2026 (or such later time and/or date as
the Company and the Joint Bookrunners may agree, being not later than 8.00
a.m. on 23 April 2026). The issue of the First Tranche Placing Shares will not
require or be conditional upon further shareholder approval.

 

KEFI Founder and Executive Chairman, Harry Anagnostaras-Adams, commented:

"Today's capital raising not only wraps up the Tulu Kapi development funding
but does so in a manner which replaces some higher cost capital.
Importantly, it also provides the required funding to re-initiate strategic
exploration, both at Tulu Kapi and more widely, and expands the institutional
participation in our share register - important for our intended transition to
the Main Market of the London Stock Exchange in due course."

Additional information on the proposed Placing and Fundraise is set out below.

Enquiries

 KEFI Gold and Copper plc                            Tel: +357 2225 6161
 Harry Anagnostaras-Adams (Executive Chairman)

 John Leach (Finance Director)

 SP Angel Corporate Finance LLP (Nominated Adviser)  Tel: +44 20 3470 0470

 Jeff Keating / Caroline Rowe / Adam Cowl

 Stifel Nicolaus Europe Limited (Joint Bookrunner)   Tel: +44 20 7710 7600
 Ashton Clanfield / Varun Talwar
 Tavira Financial Limited (Joint Bookrunner)         Tel: +44 20 7100 5100
 Oliver Stansfield / Jonathan Evans

 IFC Advisory Ltd (Financial PR and IR)              Tel: +44 20 3934 6632
 Tim Metcalfe / Florence Staton

 

BACKGROUND TO THE PLACING

KEFI has been focused on finalising the financing package for the Company's
high-grade/high-recovery Tulu Kapi Gold Project and has to date received
commitments totalling US$310 million of the US$330 million total funding
requirement. This committed funding comprises:

·      US$240 million bank loan commitments from Trade and Development
Bank and Africa Finance Corporation

·      US$20 million Ethiopian Government ordinary shares in TKGM

·      US$30 million in prior investments by KEFI since 1 January 2026,
working capital facility and issuance at the KEFI Minerals Ethiopia level of
redeemable preference shares

·      US$20 million equity-ranking royalty financing provided by
Chancery Royalty to KEFI

In addition, the Company has previously announced further capital offered
which sufficiently funds the project development, including:

·      US$10 million service provider and contractor costs to be settled
in Ordinary Shares in the capital of KEFI

·      US$20 million in further equity-ranking royalty financing with
Chancery Royalty

·      Up to US$46 million in redeemable preference shares issued at the
KEFI Minerals Ethiopia level

Whilst there is sufficient support from the above further capital funding
sources to support the completion of the project funding, KEFI has also been
exploring less complex, lower cost financing alternatives including the
issuance of additional equity by KEFI to optimise the financing mix. In
reaction to strong market dynamics, including a heightened gold price, robust
gold sector equity performance, and strong interest from existing and new
institutional holders, the Board of KEFI has resolved to conduct the Placing
to finalise and optimise the capital structure of the Company, and simplify
the total funding package for Tulu Kapi.

The proceeds of the Fundraise will be utilised first to conclude the US$330
million funding requirement for Tulu Kapi. The proceeds will also be used to
reinitiate exploration activities for KEFI in Ethiopia enabling the Company to
continue to add value for shareholders. Finally, the proceeds will also be
used to fund a cost overrun cash reserve as well as general working capital
purposes, this mitigating against any unforeseen cost escalation or delays to
the Tulu Kapi project development.

The Directors believe that the Fundraise is in the best interest of KEFI
shareholders.

PROPOSED PLACING

The Company intends to raise gross proceeds of approximately £34 million
(approximately US$45 million) before expenses, via the issue of the Placing
Shares at an Issue Price of 1.2 pence per Ordinary Share.

The Placing is being conducted through an accelerated bookbuild process to
eligible institutional investors.

The Placing will launch immediately following the release of this Announcement
in accordance with the terms and conditions set out in Appendix 1. The Company
expects to close the Bookbuild no later than 7.00 a.m. on 20 March 2026, but
the Joint Bookrunners and the Company reserve the right to close the Bookbuild
earlier or later, without further notice.

The Placing Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing Ordinary Shares of
£0.001 each in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid after the date of
issue.

Application will be made to the London Stock Exchange for admission of the
Placing Shares to trading on AIM (the "Admission").

The Company has current shareholder authority to issue up to 589,879,732 new
Ordinary Shares. The Placing is expected to exceed this authority limit, and
as such the Placing will utilise split settlement, with the First Tranche
Placing Shares (that are within the current shareholder authorities) settling
on a T+2 basis, and the balance of the Placing Shares, being the Second
Tranche Placing Shares, as well as the Retail Shares and the Subscription
Shares, settling on a delayed basis. Allocation of the First Tranche Placing
Shares and the Second Tranche Placing Shares will be irrevocable once
confirmed to investors. The issue of the Second Tranche Placing Shares, as
well as the Retail Shares and the Subscription Shares are conditional, inter
alia, on the passing of the Resolutions at the General Meeting. Therefore,
subject to the results of the Placing, the Company intends to convene a
shareholder meeting, expected to be held on or around 14 April 2026, to
approve the allotment of the Second Tranche Placing Shares, the Retail Shares
and the Subscription Shares on a non-pre-emptive basis. KEFI will publish a
Notice of General Meeting setting out the shareholder resolutions requiring
approval, and the Board of KEFI's recommended support for it, on or around the
week commencing 23 March 2026.

Settlement for, and Admission of, the First Tranche Placing Shares is expected
to take place on or before 8.00 a.m. on 24 March 2026. Settlement for, and
Admission of, the Second Tranche Placing Shares, the Retail Shares and the
Subscription Shares are expected to take place on or before 8.00 a.m. on 16
April 2026, subject to the Company's shareholders approving the allotment of
the Second Tranche Placing Shares, the Retail Shares and the Subscription
Shares on a non-pre-emptive basis. The Placing is also conditional upon the
placing agreement between the Company and the Joint Bookrunners (the "Placing
Agreement") becoming unconditional and not being terminated in accordance with
its terms and Admission, of the First Tranche Placing Shares, becoming
effective by 8.00 a.m. on 24 March 2026 (or such later time and/or date as the
Company and the Joint Bookrunners may agree, being not later than 8.00 a.m. on
31 March 2026), and (in respect of the Second Tranche Placing Shares only)
Admission, of the Second Tranche Placing Shares, becoming effective by 8.00
a.m. on 16 April 2026 (or such later time and/or date as the Company and the
Joint Bookrunners may agree, being not later than 8.00 a.m. on 23 April 2026).
Appendix 1 to this Announcement sets out further information relating to the
terms and conditions of the Placing.

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited
("Tavira") are acting as Joint Bookrunners on the Placing. By choosing to
participate in the Placing and by making an oral or written and legally
binding offer to subscribe for Placing Shares, investors will be deemed to
have read and understood this Announcement in its entirety (including the
Appendices) and to be making such offer on the terms and subject to the
conditions in it, and to be providing the representations, warranties,
agreements, confirmations, acknowledgements and undertakings contained in the
Appendix.

This Announcement is not for publication or distribution 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 U.S. Securities Act of 1933, as amended, and
may not be offered or sold in the United States, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States.

The person responsible for the release of this information on behalf of the
Company is Harry Anagnostaras-Adams, Executive Chairman.

An exchange rate of 1.3323 USD:GBP has been used throughout this Announcement
as determined by the Bank of England rate as at 18 March 2026.

APPENDIX 1

Terms and Conditions of the Placing

IMPORTANT NOTICES

The information contained within this Announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as
it forms part of UK domestic law by virtue of the European Union (Withdrawal)
Act 2018 as amended ("UK MAR"), and is disclosed in accordance with the
Company's obligations under Article 17 of UK MAR. In addition, market
soundings (as defined in UK MAR) were taken in respect of certain of the
matters contained in this Announcement, with the result that certain persons
became aware of such inside information, as permitted by UK MAR. Upon the
publication of this Announcement, this inside information is now considered to
be in the public domain and such persons shall therefore cease to be in
possession of inside information.

TERMS AND CONDITIONS OF THE PLACING

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM
AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, THE
UNITED STATES (SUBJECT TO CERTAIN EXCEPTIONS) OR ANY OTHER STATE OR
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

 

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THESE TERMS AND CONDITIONS
(TOGETHER THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA
("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION
(WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM
TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER
STATE) (THE "PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS
WHO ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, "QUALIFIED
INVESTORS" WITHIN THE MEANING OF  PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR")  WHO ARE
ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005
AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO
(D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE
ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO
AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT
HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. EACH RECIPIENT IS DEEMED TO CONFIRM, REPRESENT AND WARRANT TO THE
COMPANY THAT THEY ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY THE COMPANY AND THE BOOKRUNNER 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 SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO ACQUIRE, PURCHASE OR
SUBSCRIBE FOR PLACING SHARES IN AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA, THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH
SUCH AN OFFER OR SOLICITATION IS OR MAY BE RESTRICTED OR UNLAWFUL.  THE
RELEVANT CLEARANCES HAVE NOT BEEN, NOR WILL THEY BE, OBTAINED FROM THE
SECURITIES COMMISSION OF ANY PROVINCE OR TERRITORY OF CANADA, NO PROSPECTUS
HAS BEEN LODGED WITH, OR REGISTERED BY, THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE JAPANESE MINISTRY OF FINANCE; THE RELEVANT
CLEARANCES HAVE NOT BEEN, AND WILL NOT BE, OBTAINED FROM THE SOUTH AFRICA
RESERVE BANK OR ANY OTHER APPLICABLE BODY IN THE REPUBLIC OF SOUTH AFRICA IN
RELATION TO THE PLACING SHARES AND THE PLACING SHARES HAVE NOT BEEN, NOR WILL
THEY BE, REGISTERED UNDER OR OFFERED IN COMPLIANCE WITH THE SECURITIES LAWS OF
ANY STATE, PROVINCE OR TERRITORY OF AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC
OF SOUTH AFRICA.  ACCORDINGLY, THE PLACING SHARES MAY NOT (UNLESS AN
EXEMPTION UNDER THE RELEVANT SECURITIES LAWS IS APPLICABLE) BE OFFERED, SOLD,
RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA,
CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION OUTSIDE THE UNITED KINGDOM OR EEA.  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.

 

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  THE
PLACING SHARES MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM,
OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US
SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR ANY
OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED
AND SOLD ONLY: (1) TO QIBS (AS DEFINED BELOW) THAT ARE ALSO A "MAJOR US
INSTITUTIONAL INVESTOR" AS DEFINED IN RULE 15A-6 UNDER THE US EXCHANGE ACT,
PURSUANT TO SECTION 4(A)(2) OF THE US SECURITIES ACT; (2) OUTSIDE THE UNITED
STATES IN "OFFSHORE" TRANSACTIONS WITHIN THE MEANING OF, AND IN RELIANCE ON,
REGULATION S; OR (3) OTHERWISE IN A TRANSACTION EXEMPT FROM, OR NOT SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, AND, IN EACH CASE,
IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF
THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE
UNITED STATES.  THE PLACING SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN
THE UNITED STATES OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES, NOR
HAVE ANY OF THE FOREGOING AUTHORITIES PASSED ON OR ENDORSED THE MERITS OF THE
PLACING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THESE
TERMS AND CONDITIONS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.  THE DISTRIBUTION OF THIS
ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE
RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE
POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN
IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

 

Introduction

 

Each person who is invited to and chooses to acquire Placing Shares in the
Placing (each a "Placee") and which confirms its agreement to one of the
Joint Bookrunners (whether orally or in writing (which may include email) to
acquire Placing Shares under the Placing, hereby agrees with each of the Joint
Bookrunners and the Company that it will be bound by these terms and
conditions and will be deemed to have accepted them.

 

The Company or the Joint Bookrunners may require any Placee to agree to such
further terms and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and/or may
require any such Placee to execute a separate placing or representation
letter.

 

Terms and conditions of, and the mechanics of participation in, the Placing

 

Following this Announcement, the Joint Bookrunners will today commence a
bookbuild to determine demand for participation in the Placing by Placees (the
"Bookbuild"). The book will open with immediate effect. The Bookbuild is
expected to close at or around 7.00 a.m. on 20 March 2026, but may be closed
earlier or later at the discretion of the Company and the Joint Bookrunners
without further notice. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.

 

The Placing will take place over two tranches, First Admission and Second
Admission with Second Admission being conditional on receipt of shareholder
approval at a general meeting of the Company to be held on or around 14 April
2026.

 

This Appendix 1 gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. By participating in the Placing,
each Placee will be deemed to have read and understood this Announcement in
its entirety, including these terms and conditions, to be participating,
making an offer and acquiring Placing Shares on the terms and conditions
contained herein and to be providing the representations, warranties,
indemnities, acknowledgements and undertakings contained in this Appendix 1.

 

Details of the Placing Agreement and the Placing Shares

 

Stifel Nicolaus Europe Limited ("Stifel") and Tavira Financial Limited
("Tavira") are acting as joint bookrunners in connection with the Placing (the
"Joint Bookrunners").

.

The Joint Bookrunners have entered into the Placing Agreement with the Company
pursuant to which, on the terms and subject to the conditions set out in the
Placing Agreement, the Joint Bookrunners as agents for and on behalf of the
Company, will agree to use their reasonable endeavours to procure Placees for
the Placing Shares at a price to be determined following completion of the
Bookbuild and as set out in the Placing Agreement. The price per Ordinary
Share at which the Placing Shares are to be placed (the "Issue Price") and the
final number of Placing Shares will be determined by the Company and the Joint
Bookrunners at the close of the Bookbuild and will be set out in an executed
pricing agreement (the "Pricing Agreement"). The timing of the closing of the
book, pricing and allocations are at the discretion of the Company and the
Joint Bookrunners. Details of the Issue Price and the number of Placing Shares
will be announced as soon as practicable after the close of the Bookbuild on a
Regulatory Information Service. Subject to the execution of the Pricing
Agreement, the Joint Bookrunners have agreed with the Company, in the event of
any default by any Placee in paying the Issue Price in respect of any Placing
Shares allotted to it, to take up such Placing Shares themselves at the Issue
Price.

 

The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Ordinary Shares in 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
Placing Shares. The Placing Shares will be issued free of any encumbrances,
liens or other security interests.

 

The Placing Agreement contains certain customary undertakings, warranties and
indemnities given by the Company for the benefit of the Joint Bookrunners. The
Joint Bookrunners have absolute discretion as to whether or not to bring an
action against the Company for breach of these undertakings, warranties and
indemnities.

 

The Joint Bookrunners will have the right to terminate the Placing Agreement
in certain customary circumstances, details of which are set out below.

 

The Placing will be effected by way of a placing of new Ordinary Shares in the
Company for cash consideration.

 

Application for Admission

 

Application will be made to the London Stock Exchange for First Admission in
relation to the First Tranche Placing Shares and for Second Admission in
relation to the Second Tranche Placing Shares.

 

It is expected that First Admission will take place at 8.00 a.m. on 24 March
2026 and that dealings in the First Tranche Placing Shares on AIM will
commence at the same time.

 

It is expected that Second Admission will take place at 8.00 a.m. on 16 April
2026 and that dealings in the Second Tranche Placing Shares on AIM will
commence at the same time.

 

Participation in and Principal terms of the Placing

 

Each of the Joint Bookrunners are acting as broker to the Placing, and as
agent for and on behalf of the Company. The Joint Bookrunners are authorised
and regulated in the United Kingdom by the FCA, are acting exclusively for the
Company and no one else in connection with the matters referred to in this
Appendix 1 and will not be responsible to anyone other than the Company for
providing the protections afforded to the customers of the Joint Bookrunners
or for providing advice in relation to the matters described in this Appendix
1.

 

Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by one of the Joint Bookrunners to participate.
Each of the Joint Bookrunners and any of their affiliates are entitled to
participate in the Placing as principal.

 

Persons (including individuals, funds or otherwise) who have chosen to
participate in the Placing, by making an oral or written offer (including by
email) to acquire Placing Shares will be deemed to have read and understood
this Announcement in its entirety, including these terms and conditions set
out in this Appendix 1, and are deemed to be making such offer on these terms
and conditions and to be providing the representations, warranties,
acknowledgements and undertakings contained in this Appendix 1.

 

The exact number of Placing Shares to be allocated to each Placee shall be
determined by the Joint Bookrunners in consultation with the Company.  The
Joint Bookrunners may choose to accept bids in the Placing, either in whole or
in part, on the basis of allocations determined in consultation with the
Company and reserve the right to scale back the number of Placing Shares to be
acquired by any Placee in the event of the Placing being over-subscribed, or
not to accept offers for Placing Shares or to accept such offers in part
rather than in full.

 

Each Placee's allocation of Placing Shares and whether they will be placed in
First Admission or Second Admission will be communicated orally or in writing
(which may include email) by the relevant Joint Bookrunner to the relevant
Placee. That confirmation will give rise to an irrevocable, legally binding
commitment by such Placee in favour of the relevant Joint Bookrunner and the
Company, under which it agrees to acquire the number of Placing Shares
allocated to it at the Issue Price and otherwise on the terms and subject to
the conditions set out in this Appendix 1 and in accordance with the Company's
Articles of Association. Except with the relevant Joint Bookrunner's consent,
such commitment will not be capable of variation, revocation, termination or
rescission at either the time of such oral confirmation or any time
thereafter.

 

Each Placee's allocation and commitment will be evidenced by a trade confirm
issued to such Placee by the relevant Joint Bookrunner. The trade confirm will
set out the number of Placing Shares allocated, the Issue Price and the
aggregate amount owed by such Placee to the relevant Joint Bookrunner. The
terms of this Appendix 1 will be deemed incorporated in that trade confirm.

 

An offer to acquire Placing Shares which has been communicated by a
prospective Placee to the relevant Joint Bookrunner which has not been
withdrawn or revoked prior to publication of this Announcement shall not be
capable of withdrawal or revocation immediately following the publication of
this Announcement without the consent of that Joint Bookrunner.

 

Each Placee will have an immediate, separate, irrevocable and binding
obligation, owed to the relevant Joint Bookrunner, to acquire the number of
Placing Shares allocated to it and pay in cleared funds an amount equal to the
product of the Issue Price and the number of Placing Shares such Placee has
agreed to acquire and the Company has agreed to allot and issue to that Placee
on the terms set out in this Appendix 1.

 

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

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

 

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

 

To the fullest extent permissible by law and applicable FCA Rules, none of (a)
Stifel or Tavira, (b) any of Stifel or Tavira's respective affiliates, agents,
directors, officers, employees or consultants, (c) to the extent not contained
within (a) or (b), any person connected with Stifel or Tavira as defined in
the Financial Services and Markets Act 2000, as amended (the "FSMA") ((b) and
(c) being together "affiliates" and individually an "affiliate" of Stifel or
Tavira) or (d) any person acting on Stifel or Tavira's behalf respectively
shall have any liability (including to the extent permissible by law, any
fiduciary duties) to any Placee or to any other person whether acting on
behalf of a Placee or otherwise. In particular, neither Stifel nor Tavira nor
any of their affiliates shall have any liability (including, to the extent
permissible by law, any fiduciary duties) in respect of their conduct of the
Placing or of such alternative method of effecting the Placing as the Joint
Bookrunners and the Company may agree.

 

Registration and Settlement

 

Each Placee which has been allocated Placing Shares in the Placing will be
notified by the relevant Joint Bookrunner of the number of Placing Shares
allocated to it, the Issue Price, and the aggregate amount owed by them to the
relevant Joint Bookrunner.

 

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

 

Settlement of transactions in the First Tranche Placing Shares (ISIN:
GB00BD8GP619) will take place within the CREST system, subject to certain
exceptions. Settlement through CREST will be with respect to the First Tranche
Placing Shares on a T+2 basis from First Admission unless otherwise notified
by the relevant Joint Bookrunner and is expected to occur at 8.00 a.m. on 24
March 2026.

 

Settlement of transactions in the Second Tranche Placing Shares (ISIN:
GB00BD8GP619) will take place within the CREST system, subject to certain
exceptions. Settlement through CREST will be with respect to the Second
Tranche Placing Shares on a T+2 basis from Second Admission unless otherwise
notified by the relevant Joint Bookrunner and is expected to occur at 8.00
a.m. on 16 April 2026, subject to Second Admission occurring not later than
8.00 a.m. on the Second Admission Date.

 

Settlement will be on a delivery versus payment basis.

 

In the event of any difficulties or delays in the admission of the Placing
Shares to CREST or the use of CREST in relation to the Placing, the Company
and the Joint Bookrunners may agree that the Placing Shares should be issued
or delivered in certificated form.

 

Each Joint Bookrunner reserves the right to require settlement for the Placing
Shares, and to deliver the Placing Shares to Placees, by such other means as
it deems necessary if delivery or settlement to Placees is not practicable
within the CREST system or would not be consistent with regulatory
requirements in a Placee's jurisdiction.

 

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above, in respect of either
CREST or certificated deliveries, at the rate of two percentage points above
prevailing Sterling Overnight Index Average (SONIA) as determined by the Joint
Bookrunners.

 

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

 

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the trade confirm is copied and
delivered immediately to the relevant person within that organization. Insofar
as Placing Shares are registered in a Placee's name or that of its nominee or
in the name of any person for whom a Placee is contracting as agent or that of
a nominee for such person, such Placing Shares should, subject as provided
below, be so registered free from any liability to United Kingdom stamp duty
or stamp duty reserve tax.

 

Conditions of the Placing

 

The Placing is conditional upon the Placing Agreement not having been
terminated in accordance with its terms.

 

The obligations of the Joint Bookrunners under the Placing Agreement will be,
and the Placing of the First Tranche Placing Shares is, conditional upon,
inter alia:

 

1.     this Announcement having been released through the Regulatory
Information Service and the London Stock Exchange by 8.00 a.m. on the Business
Day following the date of the Placing Agreement;

 

2.     the Company having complied with its obligations under the Placing
Agreement in all material respects to the extent that the same are required to
be performed prior to First Admission;

 

3.     no matter having arisen in respect of which a claim may be made
against the Company under the indemnities given by it;

 

4.     the Placing Agreement remaining in full force and effect, not
having lapsed or been terminated or amended in accordance with its terms prior
to Admission; (ii) no condition to which the agreement is subject having
become incapable of satisfaction and not having been waived prior to First
Admission (save for the conditions in the agreement relating to First
Admission); and (iii) no event having arisen prior to First Admission which
gives a party thereto a right to terminate either agreement; and

 

5.     First Admission taking placing by not later than 8.00 a.m. on 24
March 2026 or such later time and/or date as the Company and the Joint
Bookrunners may agree in writing (but in any event not later than 8.00 a.m. on
7 April 2026),

 

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

 

The obligations of the relevant Joint Bookrunner under the Placing Agreement
will be, and the Placing of the Second Tranche Placing Shares is, conditional
upon, inter alia:

 

1.     the Circular and a form of proxy having been sent to the Company's
shareholders by no later than 27 March 2026 in accordance with the Company's
articles of association;

 

2.     the passing, without amendment, of the Resolutions at the General
Meeting

 

3.     the Company having complied with its obligations under the Placing
Agreement in all material respects to the extent that the same are required to
be performed prior to Second Admission;

 

4.     no matter having arisen in respect of which a claim may be made
against the Company under the indemnities given by it;

 

5.     the Placing Agreement remaining in full force and effect, not
having lapsed or been terminated or amended in accordance with its terms prior
to Second Admission; (ii) no condition to which the agreement is subject
having become incapable of satisfaction and not having been waived prior to
Second Admission (save for the conditions in the agreement relating to Second
Admission); and (iii) no event having arisen prior to Second Admission which
gives a party thereto a right to terminate either agreement; and

 

6.     Second Admission taking placing by not later than 8.00 a.m. on 16
April 2026 or such later time and/or date as the Company and the Joint
Bookrunners may agree in writing (but in any event not later than 8.00 a.m. on
30 April 2026),

 

(all conditions to the obligations of the Joint Bookrunners included in the
Placing Agreement being together, the "Second Placing Conditions" and together
the First Placing Conditions and the Second Placing Conditions being the
"Conditions").

 

 

If any of the conditions set out in the Placing Agreement are not fulfilled
or, where permitted, waived in accordance with the Placing Agreement within
the stated time periods (or such later time and/or date as the Company and the
Joint Bookrunners may agree), or the Placing Agreement is terminated in
accordance with the circumstances described under "Termination of the Placing"
below, the Placing will lapse and the Placee's rights and obligations shall
cease and terminate at such time, all monies received from a Placee pursuant
to the Placing shall be returned to such Placee without interest (save in
respect of the Placing of First Tranche Placing Shares where First Admission
has already occurred), at the risk of the relevant Placee and each Placee
agrees that no claim can be made by or on behalf of the Placee (or any person
on whose behalf the Placee is acting) in respect thereof.

 

Certain Conditions may be waived in whole or in part by the Joint Bookrunners
in their absolute discretion and the Joint Bookrunners may also agree in
writing with the Company to extend the time for satisfaction of any condition.
Any such extension or waiver will not affect Placees' commitments as set out
in this Appendix 1.

 

The Joint Bookrunners may terminate the Placing Agreement in certain
circumstances, details of which are set out below.

 

None of the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers shall have
any liability to any Placee (or to any other person whether acting on behalf
of a Placee or otherwise) in respect of any decision 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 Placing nor for any decision any of them
may make as to the satisfaction of any condition or in respect of the Placing
generally and by participating in the Placing each Placee agrees that any such
decision is within the absolute discretion of the Joint Bookrunners.

 

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

 

Termination of the Placing

 

The Joint Bookrunners may terminate their obligations under the Placing
Agreement, in accordance with its terms, at any time prior to Admission if
they are of the opinion that, inter alia:

 

1.     any statement contained in the Placing Documents has become or has
been discovered to be untrue or misleading to a material extent in the context
of the Placing; or

 

2.     there has been a breach by the Company of any of the warranties, or
any of the warranties given by the Company was not, when given, true, accurate
and was misleading in any material respect; or

 

3.     the Company has failed to comply in any material respect with any
of its obligations under the Placing Agreement; or

 

4.     any other event has occurred which in the sole opinion of such
Joint Bookrunner (acting reasonably) requires a disclosure under the AIM Rules
or otherwise results in the Placing Documents being or becoming misleading in
any material respect; or

 

5.     a significant event has occurred or is likely to occur, a
significant event being new factor which is significant for the purposes of
making an informed assessment of the assets and liabilities, financial
position, profits and losses, prospects of the Company and the rights
attaching to the Ordinary Shares; or

 

6.     any material adverse change in the financial position or prospects
of the Company or any member of the Group has occurred or is likely to occur;
or

 

7.     any international crisis, act of terrorism, outbreak of
hostilities, change in national or international financial, monetary,
economic, political or market conditions including fluctuations in exchange
rates has occurred which the relevant Joint Bookrunner in its discretion
(acting reasonably) believes is, will or may be materially prejudicial to the
Company or to the successful outcome of the Placing.

 

If the Placing Agreement is terminated in accordance with its terms, and one
of the Joint Bookrunners does not choose to continue with the Placing
Agreement, the rights and obligations of each Placee in respect of the Placing
as described in this Appendix 1 shall cease and terminate at such time,
subject to certain exceptions, all monies received from a Placee pursuant to
the Placing shall be returned to such Placee without interest (save in respect
of the Placing of First Tranche Placing Shares where First Admission has
already occurred), at the risk of the relevant Placee and each Placee agrees
that no claim can be made by or on behalf of the Placee (or any person on
whose behalf the Placee is acting) in respect thereof.

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

 

No prospectus

 

No prospectus, offering memorandum, offering document or admission document
has been or will be prepared or submitted to be approved by the FCA or any
competent authority of any relevant member state of the EEA (in relation to
the EEA and the Prospectus Regulation) in relation to the Placing or the
Placing Shares and no such prospectus is required on the basis that all offers
of Placing Shares will be made pursuant to an exemption under the POATR or
Prospectus Regulation from the requirement to produce a prospectus.

 

Placees' commitments will be made solely on the basis of publicly available
information previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement taken together with the
information contained in this Announcement and subject to any further terms
notified by the Joint Bookrunners to individual Placees.

 

Representations, warranties and further terms

 

By participating in the Placing, each Placee and/or any person acting on such
Placee's behalf acknowledges, agrees, represents, undertakes, and warrants
with the Joint Bookrunners (for itself and in its capacity as Joint Bookrunner
in respect of the Placing) and the Company that (save where the Joint
Bookrunners expressly agrees in writing to the contrary):

 

1.     it has read and understood the entirety of this Announcement,
including the terms and conditions set out in this Appendix 1 in its entirety
and it agrees and acknowledges that the issue of the Placing Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements, undertakings and other information
contained in this Appendix 1;

 

2.     it is a Relevant Person and undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business;

 

3.     in the case of a Relevant Person in the United Kingdom who acquires
any Placing Shares pursuant to the Placing:

 

a.     it is a person who is a "qualified investor" within the meaning of
paragraph 15 of schedule 1 of POATR who falls the definition of "investment
professionals" in Article 19(5) of the Order or who falls within
Article49(2)(a) to (d) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended, or is a person to whom the
Placing Shares may otherwise lawfully be offered, or, if it is receiving the
offer in circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, that it is a person to whom the
Placing Shares may be lawfully offered under that other jurisdiction's laws
and regulations and is capable of being categorised as a person who is a
"professional client" or an "eligible counterparty" within the meaning of
chapter 3 of the FCA's Conduct of Business Sourcebook; and

 

b.     in the case of any Placing Shares acquired by it as a financial
intermediary as that term is used in Article 2(d) of the Prospectus Regulation
or Regulation 7(4) of the POATR as applicable:

 

i.  any Placing Shares acquired by it in the 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 circumstances which may give rise to
an offer of securities to the public other than an offer or resale to
Qualified Investors in a member state of the EEA which has implemented the
Prospectus Regulation, or in the UK, as applicable, or in circumstances in
which the prior consent of the Joint Bookrunners have been given to each such
proposed offer or resale; or

 

ii. any offer of Placing Shares may only be directed at persons in member
states of the EEA who are Qualified Investors and represents, warrants and
undertakes that it has not offered or sold and will not offer or sell any
Placing Shares to persons in the EEA prior to Admission except to 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;

 

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

 

5.     it acknowledges that no action has been or will be taken by any of
the Company, the Joint Bookrunners or any person acting on their behalf that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any country or jurisdiction where any such action for that
purpose is required. In addition, the 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 Placing Shares under the securities laws of the United States (or any
state or other jurisdiction of the United States), Australia, Canada, Japan,
New Zealand 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,
Canada, Japan, New Zealand or the Republic of South Africa or in any country
or jurisdiction where any such action for that purpose is required;

 

6.     it will not, subject to certain exceptions, distribute, forward,
transfer or otherwise transmit this Announcement or any part of it, or any
other presentational or other materials concerning the Placing (including
electronic copies thereof) in or into or from the United States, Australia,
New Zealand, Canada, Japan or the Republic of South Africa to any person, and
it has not distributed, forwarded, transferred or otherwise transmitted any
such materials to any person;

 

7.     it understands that the Placing Shares have not been, and will not
be, registered under the US Securities Act or the securities laws of any state
or other jurisdiction of the United States and may not be offered, sold or
transferred, directly or indirectly, in or into the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act, and, in each case, in
compliance with the securities laws of any state or other jurisdiction of the
United States and no representation has been made as to the availability of
any exemption under the US Securities Act or any relevant state or other
jurisdiction's securities laws for the re-offer, re-sale, pledge or transfer
of the Placing Shares;

 

8.     it understands and acknowledges that the Placing Shares are being
offered and sold by or on behalf of the Company (a) outside of the United
States in accordance with Regulation S; and (b) in the United States only to
QIBs that are also Major US Institutional Investors in transactions not
involving any "public offering" within the meaning of section 4(a)(2) of the
US Securities Act or pursuant to another exemption from, or in a transaction
not subject to, the registration requirements of the US Securities Act. It is
and the prospective beneficial owner of the Placing Shares is and, at the time
the Placing Shares are subscribed for, will either be (i) outside the United
States and acquiring the Placing Shares in an "offshore transaction" as
defined in, and in accordance with, Regulation S under the US Securities Act
or (ii) a QIB and a Major US Institutional Investor and will duly execute a US
investor letter and deliver the same to the Joint Bookrunners or their
affiliates. In addition, with respect to (ii) above, it is subscribing for the
Placing Shares for its own account or for one or more accounts as to each of
which it exercises sole investment discretion and each of which is a QIB and a
Major US Institutional Investor, for investment purposes only and not with a
view to any distribution or for resale in connection with the distribution
thereof in whole or in part, in the United States, and it has full power to
make the acknowledgements, representations and agreements herein on behalf of
each such account;

 

 

9.      it has not been offered to purchase or subscribe for Placing
Shares by means of any "directed selling efforts" as defined in Regulation S
or by means of any "general solicitation" or "general advertising" within the
meaning of Regulation D under the US Securities Act;

 

10.  the Placing Shares offered and sold in the United States are "restricted
securities" within the meaning of Rule 144(a)(3) under the US Securities Act
and, so long as the Placing Shares are "restricted securities", it will not
deposit such shares into any unrestricted depositary receipt facility
maintained by any depositary bank;

 

11.  in the case of a Relevant Person in Australia it understands and
acknowledges that that the Placing Shares under the Placing can only be made
in Australia to persons to whom an offer of securities can be made without
disclosure in accordance with applicable exemptions in sections 708(8)
(sophisticated investors) or 708(11) (professional investors) under the
Australian Corporations Act 2001 (Cth) (Corporations Act) or is otherwise in
compliance with all applicable Australian laws and regulations and understands
that this Announcement is not a prospectus, product disclosure statement or
any other formal disclosure document for the purposes of Australian law or the
Corporations Act and is not required to, and does not purport to, contain all
the information which would be required in a disclosure document under
Australian law or the Corporations Act.

 

12.  it and/or each person on whose behalf it is participating: (i) is
entitled to acquire Placing Shares pursuant to the Placing under the laws and
regulations of all relevant jurisdictions; (ii) has fully observed such laws
and regulations; (iii) has the capacity and has obtained all requisite
authorities and consents (including, without limitation, in the case of a
person acting on behalf of a Placee, all requisite authorities and consents to
agree to the terms set out or referred to in this Appendix 1) under those laws
or otherwise and has complied with all necessary formalities to enable it to
enter into the transactions and make the acknowledgements, agreements,
indemnities, representations, undertakings and warranties contemplated hereby
and to perform and honour its obligations in relation thereto on its own
behalf (and in the case of a person acting on behalf of a Placee on behalf of
that Placee); (iv) does so agree to the terms set out in this Appendix 1 and
does so make the acknowledgements, agreements, indemnities, representations,
undertakings and warranties contained in this Appendix 1 on its own behalf
(and in the case of a person acting on behalf of a Placee on behalf of that
Placee); and (v) is and will remain liable to the Company and the Joint
Bookrunners for the performance of all its obligations as a Placee of the
Placing (whether or not it is acting on behalf of another person);

 

13.  it is acquiring the Placing Shares for its own account or if it is
acquiring the Placing Shares on behalf of another person it confirms that it
exercises sole investment discretion in relation to such other person's
affairs 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 acquisition of Placing Shares;

 

14.  it understands (or if acting on behalf of another person, such person
has confirmed that such person understands) the resale and transfer
restrictions set out in this Appendix 1;

 

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

 

16.  it has made its own assessment of the Company, the Placing Shares and
the terms of the Placing and has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placing. It has not relied on (i) any investigation that
the Joint Bookrunners or any person acting on the Joint Bookrunners' behalf
may have conducted with respect to the Company, the Placing or the Placing
Shares; or (ii) any other information given or any other representations,
statements or warranties made at any time by any person in connection with the
Company, the Placing, the Placing Shares or otherwise;

 

17.  none of the Joint Bookrunners, the Company or any of their respective
affiliates, agents, consultants, directors, employees, officers or any person
acting on behalf of any of them has provided, nor will provide, it with any
material regarding the Placing Shares or the Company or any other person in
addition to the information in this Announcement; nor has it requested the
Joint Bookrunners, the Company or any of their respective affiliates, agents,
consultants, employees, directors or officers or any person acting on behalf
of any of them to provide it with any such information;

 

18.  the content of this Announcement has been prepared by and is exclusively
the responsibility of the Company. Neither the Joint Bookrunners nor any
persons acting on behalf of them are responsible for or have or shall have any
liability for any information, representation, warranty or statement, written
or oral relating to the Company and either contained in this Announcement or
previously or concurrently published by or on behalf of the Company. The Joint
Bookrunners will not be liable for any Placee's decision to participate in the
Placing based on any information, representation, warranty or statement
contained in this Announcement or otherwise. None of the Joint Bookrunners,
the Company nor any of their respective affiliates, agents, consultants,
directors, employees or officers has made any representation or warranty to
the Placee, express or implied, with respect to the Company, the Placing or
the Placing Shares or the accuracy, completeness or adequacy of the
information in this Announcement. Nothing in this Appendix 1 shall exclude any
liability of any person for fraudulent misrepresentation;

 

19.  the only information on which it is entitled to rely and on which it has
relied in committing to acquire the Placing Shares is publicly available
information previously published by or on behalf of the Company simultaneously
with or prior to the date of this Announcement taken together with information
contained in this Announcement and the terms and conditions contained within
this Appendix 1. It has satisfied itself that such information is still
current and is all that it deems necessary to make an investment decision in
respect of the Placing Shares;

 

20.  it has not relied on any information relating to the Company contained
in any research reports prepared by the Joint Bookrunners, any of their
Affiliates or any person acting on their behalf and understands that (i)
neither of the Joint Bookrunners nor any of their Affiliates nor any person
acting on their behalf has or shall have any responsibility or liability for
(x) public information or any representation; or (y) any additional
information that has otherwise been made available to such Placee, whether at
the date of publication, the date of this Announcement or otherwise; and (ii)
neither the Joint Bookrunners nor any of their Affiliates nor any person
acting on their behalf makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such information,
whether at the date of publication, the date of this Announcement or
otherwise;

 

21.  it has the funds available to pay for the Placing Shares which it has
agreed to acquire and acknowledges, agrees and undertakes that it will make
payment to the relevant Joint Bookrunner for the Placing Shares allocated to
it in accordance with the terms and conditions of this Appendix 1 on the due
times and dates set out in this Appendix 1 or the relevant trade confirm,
failing which the relevant Placing Shares may be placed with others on such
terms as the Joint Bookrunners may, in their absolute discretion determine
without liability to the Placee and it will remain liable for any shortfall
below the net proceeds of such sale and the placing proceeds of such 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 Appendix 1) which may arise upon the sale of such Placee's
Placing Shares on its behalf;

 

22.  it, or the person specified by it for registration as a holder of the
Placing Shares will be responsible for any liability to stamp duty or stamp
duty reserve tax payable on the acquisition of any of the Placing Shares or
the agreement to acquire the Placing Shares and shall indemnify the Company
and the Joint Bookrunners in respect of the same on the basis that the Placing
Shares will be allotted to a CREST stock account of the relevant Joint
Bookrunner who will hold them as nominee on behalf of such Placee (or the
person specified by it for registration as holder of the Placing Shares) until
settlement with it in accordance with its standing settlement instructions;

 

23.  the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of 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 no instrument under
which it acquires Placing Shares (whether as principal, agent or nominee)
would be subject to stamp duty or stamp duty reserve tax at the increased
rates referred to in those sections and that it, or the person specified by it
for registration as holder of the Placing Shares, is not participating in the
Placing as nominee or agent for any person or persons to whom the allocation,
allotment, issue or delivery of Placing Shares would give rise to such a
liability;

 

24.  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 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 the Joint Bookrunners have not approved this
Announcement in its capacity as an authorised person under section 21 of FSMA
and it may not therefore be subject to the controls which would apply if it
was made or approved as a financial promotion by an authorised person;

 

25.  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 Placing Shares
(including all relevant provisions of the FSMA in respect of anything done in,
from or otherwise involving the United Kingdom);

 

26.  none of the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, consultants, directors, employees or officers or any
person acting on behalf of any of them are making any recommendations to it,
advising it regarding the suitability of any transactions it may enter into in
connection with the Placing nor providing advice in relation to the Placing
nor in respect of any acknowledgements, agreements, indemnities,
representations, undertakings or warranties contained in the Placing Agreement
nor the exercise or performance of the Joint Bookrunners' rights and
obligations thereunder, including any rights to waive or vary any conditions
or exercise any termination right. Its participation in the Placing is on the
basis that it is not and will not be a client of the Joint Bookrunners and the
Joint Bookrunners have no duties or responsibilities to it for providing the
protections afforded to its clients or customers under the rules of the FCA,
and any payment by it will not be treated as client money governed by the
rules of the FCA;

 

27.  each of the Joint Bookrunners and each of their affiliates, each acting
as an investor for its or their own account(s), may, in accordance with
applicable legal and regulatory provisions, bid or acquire Placing Shares and,
in that capacity, may retain, purchase, offer to sell or otherwise deal for
its or their own account(s) in the Placing Shares, any other securities of the
Company or other related investments in connection with the Placing or
otherwise. Accordingly, references in this Appendix 1 to the Placing Shares
being offered, acquired or otherwise dealt with should be read as including
any offer to, or acquisition or dealing by, each of the Joint Bookrunners
and/or any of their affiliates, acting as an investor for its or their own
account(s). Neither of the Joint Bookrunners nor the Company intends to
disclose the extent of any such investment or transaction otherwise than in
accordance with any legal or regulatory obligation to do so;

 

28.  it will not make any offer to the public of the Placing Shares and it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the United Kingdom or in the EEA prior to the expiry of a period of
six months from Admission except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as principal
or agent) for the purpose of their business or otherwise in circumstances
which have not resulted and which will not result in an offer to the public in
the United Kingdom for the purposes of section 85(1) of the FSMA or an offer
to the public in any other member state of the European Economic Area within
the meaning of the Prospectus Regulation;

 

29.  it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism
Act 2000, the Terrorism Act 2006, the Anti Terrorism Crime and Security Act
2001 and the Money Laundering, Terrorist Financing and Transfer of Funds
(Information on the Payer) Regulations 2017 (together, the "Regulations") and,
if making payment on behalf of a third party, satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;

 

30.  it is aware of the obligations regarding insider dealing in the Criminal
Justice Act 1993, market abuse under the UK MAR and the Proceeds of Crime Act
2002 and confirms that it has and will continue to comply with those
obligations;

 

31.  it has not relied on any "inside information" as defined in the UK MAR
concerning the Company in accepting any invitation to participate in the
Placing;

 

32.  in order to ensure compliance with the Money Laundering Regulations
2017, the Joint Bookrunners (for themselves and as agents 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 Joint
Bookrunners or the Company's registrars, as applicable, of evidence of
identity, definitive certificates in respect of the Placing Shares may be
retained at the Joint Bookrunners' absolute discretion or, where appropriate,
delivery of the Placing Shares to it in uncertificated form may be delayed at
the Joint Bookrunners' 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 Joint Bookrunners (for themselves and as agents
on behalf of the Company) or the Company's registrars have not received
evidence satisfactory to them, the Joint Bookrunners and/or the Company may,
at their absolute discretion, terminate their commitment in respect of the
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;

 

33.  it acknowledges that its commitment to acquire Placing Shares on the
terms set out in this Appendix 1 and in the trade confirm will continue
notwithstanding any amendment that may in future be made to the terms and
conditions of the Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the Company's or the
Joint Bookrunners' conduct of the Placing;

 

34.  it has knowledge and experience in financial, business and international
investment matters as is required to evaluate the merits and risks of
acquiring the Placing 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 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 Placing, including the merits and risks involved;

 

35.  it irrevocably appoints any duly authorised officer of either of the
Joint Bookrunners 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 Placing Shares for
which it agrees to acquire upon the terms of this Appendix 1;

 

36.  in making any decision to acquire the Placing Shares: (i) it has
sufficient knowledge, sophistication and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of acquiring the Placing Shares; (ii) it is experienced in investing in
securities of a similar nature to the Ordinary Shares and in the sector in
which the Company operates and is aware that it may be required to bear, and
is able to bear, the economic risk of participating in, and is able to sustain
a complete loss in connection with, the Placing and has no need for liquidity
with respect to its investment in the Placing Shares; (iii) it has had
sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the Placing Shares,
including the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so conducted
its own investigation to the extent it deems necessary to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (iv) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (v) it will not look
to either of the Joint Bookrunners, any of their Affiliates or their
respective Representatives or any person acting behalf of any of them for all
or part of any such loss or losses it or they may suffer;

 

37.  the Company, the Joint Bookrunners and others (including each of their
respective affiliates, agents, directors, officers or employees) will rely
upon the truth and accuracy of the foregoing representations, warranties,
acknowledgements and agreements, which are given to the Joint Bookrunners, on
their own behalf and on behalf of the Company and are irrevocable, and agrees
that if any of the representations and agreements deemed to have been made by
it by its acquisition of Placing Shares, are no longer accurate, it shall
promptly notify the Company and the Joint Bookrunners;

 

38.  time is of the essence as regards its obligations under this Appendix 1;

 

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

 

40.  the terms and conditions in this Appendix 1 and all documents into which
this Announcement 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 Placing Shares pursuant to the 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 any such contract, except that enforcement
proceedings in respect of the obligation to make payment for the Placing
Shares (together with any interest chargeable thereon) may be taken by the
Company or the Joint Bookrunners in any jurisdiction in which the relevant
Placee is incorporated or in which any of its securities have a quotation on a
recognised stock.

 

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company, the Joint
Bookrunners and each of their respective affiliates, agents, consultants,
directors, employees and officers 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 any of the acknowledgements, agreements,
representations, undertakings and warranties given by the Placee (and any
person acting on such Placee's behalf) in this Appendix 1 or incurred by the
Joint Bookrunners, the Company or any of their respective affiliates, agents,
consultants, directors, employees or officers arising from the performance of
the Placee's obligations as set out in this Appendix 1, and further agrees
that the provisions of this Appendix 1 shall survive completion of the
Placing.

 

The agreement to allot and issue Placing Shares to Placees (or the persons for
whom 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
Placees, or such persons as they nominate as their agents, directly by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer
the Placing Shares into a clearance service. If there are any such
arrangements, or the settlement relates to any other dealings in the Placing
Shares, stamp duty or stamp duty reserve tax may be payable. In that event,
the Placee agrees that it shall be responsible for such stamp duty or stamp
duty reserve tax and neither the Company nor either of the Joint Bookrunners
shall be responsible for such stamp duty or stamp duty reserve tax. If this is
the case, each Placee should seek its own advice and they should notify the
Joint Bookrunners accordingly. In addition, 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 Placing Shares or the agreement by them to acquire any Placing Shares and
each Placee, or the Placee's nominee, in respect of whom (or in respect of the
person for whom it is participating in the Placing as an agent or nominee) the
allocation, allotment, issue or delivery of Placing Shares has given rise to
such 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 each of the Joint
Bookrunners in the event that either the Company and/or either of the Joint
Bookrunners has incurred any such liability to such taxes or duties.

 

Each Placee should seek its own advice as to whether any of the above tax
liabilities may arise.

 

The acknowledgements, representations, undertakings and warranties contained
in this Appendix 1 are given to each of the Joint Bookrunners for themselves
and as agents on behalf of the Company and are irrevocable and will survive
completion of the Placing.

 

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

 

When a Placee or any person acting on behalf of the Placee is dealing with the
Joint Bookrunners, any money held in an account with either of the Joint
Bookrunners on behalf of the Placee and/or any person acting on behalf of the
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 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 Bookrunner's money in accordance with the client money rules
and will be used by it in the course of its own business and the Placee will
rank only as a general creditor of the relevant Joint Bookrunner.

 

References to time in this Appendix 1 are to London time, unless otherwise
stated. All times and dates in this Appendix 1 may be subject to amendment.

 

APPENDIX 2

Definitions

In this Announcement unless the context otherwise requires the following words
and expressions shall have the respective meanings ascribed to them below:

 

 

 "Admission"                      means First Admission and/or Second Admission, as the context requires;
 "AIM"                            the market of that name operated by the London Stock Exchange;
 "AIM Rules"                      the AIM Rules for Companies published by the London Stock Exchange (as amended
                                  from time to time);
 "Announcement"                   this announcement (including the appendices) and the Placing Terms and
                                  Conditions;
 "Board"                          the board of directors of the Company from time to time;
 "Book build"                     the bookbuild to determine demand for participation in the Placing by Placees;
 "Business Day"                   a day (excluding Saturdays, Sundays and public holidays) on which banks in the
                                  City of London are generally open for business;
 "Circular"                       means the circular to be posted to members of the Company in connection with
                                  the Capital Raise no later than 27 March 2026 enclosing the Notice of General
                                  Meeting;
 "Conditions"                     the First Placing Conditions and the Second Placing Conditions;
 "CREST"                          the computerised settlement system and procedures to facilitate the transfer
                                  of title of shares in uncertificated form, operated by Euroclear UK &
                                  Ireland Limited;
 "Directors"                      the directors of the Company as at the date of this Agreement;
 "EEA"                            European Economic Area;
 "Ethiopia"                       the Federal Democratic Republic of Ethiopia;
 "FCA"                            the Financial Conduct Authority;
 "FCA Rules"                      the FCA Handbook of Rules and Guidance;
 "First Admission"                means admission of the First Tranche Placing Shares to trading on AIM becoming
                                  effective in accordance with the AIM Rules;
 "First Placing Conditions"       the conditions to the obligations of the Joint Bookrunners to the placing of
                                  the First Tranche Placing Shares included in the Placing Agreement and as set
                                  out in this Announcement;
 "First Tranche Placing Shares"   means 589,879,732 Placing Shares, to be issued by the Company to the Placees
                                  pursuant to the Placing and admitted to trading on First Admission;
 "FSMA"                           the Financial Services and Markets Act 2000 as amended from time to time;
 "Fundraise"                      proposed equity fundraise to finalise the Tulu Kapi Project of the Company;
 "General Meeting"                means the general meeting of the shareholders of the Company to be held on or
                                  around 14 April  2026 (or such other date as the Company and the Joint
                                  Bookrunners may agree) in order to vote on the Resolutions;
 "Group"                          means the Company, its subsidiary undertakings and any other company in which
                                  the Company and/or any of its subsidiary undertakings holds an equity interest
                                  and "Group Company" means a member of the Group;
 "Issue Price"                    means the price of 1.2 pence per Placing Share as set out in the executed
                                  Pricing Agreement;
 "Joint Bookrunners"              Stifel and Tavira;
 "London Stock Exchange"          London Stock Exchange plc;
 "New Shares"                     the Placing Shares, the Retail Shares and the Subscription Shares;
 "Notice of General Meeting"      means the notice to be issued to the shareholders of the Company convening the
                                  General Meeting at which the Resolutions will be proposed;
 "Order"                          article 19(5) of the Financial Services And Markets Act 2000 (Financial
                                  Promotion) Order 2005 as amended;
 "Ordinary Shares"                the ordinary shares of 0.1 pence each in the capital of the Company;
 "Placees"                        those persons procured by the Joint Bookrunners, as agents of the Company, who
                                  have conditionally agreed to subscribe for all or any of the Placing Shares
                                  pursuant to the Placing and as set out in the First Placing List and/or the
                                  Second Placing List (as relevant);
 "Placing"                        the proposed placing of the First Placing Shares and the Second Placing Shares
                                  to be arranged by the Joint Bookrunners as agents for the Company pursuant to
                                  the terms of this Agreement, the Stifel Fee and Indemnity Letter, the Tavira
                                  Engagement Letter and the Placing Documents;
 "Placing Agreement"              the placing agreement dated 19 March 2026 between the Joint Bookrunners and
                                  the Company;
 "Placing Shares"                 means the First Tranche Placing Shares and Second Tranche Placing Shares;
 "Placing Terms and Conditions"   the terms and conditions of the Placing as set out in Appendix 1 to this
                                  Announcement;
 "Pricing Agreement"              means the terms of placing to be executed by the Company, the NOMAD and the
                                  Joint Bookrunners at the time of pricing of the Placing;
 "Prospectus Regulation"          EU Prospectus Regulation (which means Regulation (EU) 2017/1129 as amended
                                  and/or supplemented from time to time and includes any relevant implementing
                                  measure in any member state);
 "Registrar"                      Share Registrars Limited of Molex House, Millennium Centre, Crosby Way,
                                  Farnham, Surrey GU9 7XX;
 "Regulations"                    Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006,
                                  the Anti Terrorism Crime and Security Act 2001 and the Money Laundering,
                                  Terrorist Financing and Transfer of Funds (Information on the Payer)
                                  Regulations 2017;
 "Retail Book Limited"            means Retail Book Limited, a private limited company incorporated in England
                                  and Wales with company registration number: 14087330;
 "Retail Offering"                means the offer of the Retail Shares to retail investors in the United Kingdom
                                  to be undertaken by Retail Book Limited on behalf of the Company;

 "Retail Shares"                  means up to 83,333,333 new Ordinary Shares to be allotted and issued to
                                  investors in the United Kingdom at the Issue Price pursuant to the Retail
                                  Offer, in accordance with the Retail Engagement Letter;

 "Second Admission"               means admission of the Second Tranche Placing Shares, the Retail Shares and
                                  the Subscription Shares to trading on AIM becoming effective in accordance
                                  with the AIM Rules;

 "Second Admission Date"          means 16 April 2026 or such later date as the Joint Bookrunners and the
                                  Company shall agree in writing (being, in any event, not later than the Second
                                  Long Stop Date);

 "Second Placing Conditions"      the conditions to the obligations of the Joint Bookrunners to the placing of
                                  the Second Tranche Placing Shares included in the Placing Agreement and as set
                                  out in this Announcement;

 "Second Tranche Placing Shares"  means the 2,224,801,646 Placing Shares, to be issued by the Company to the
                                  Placees pursuant to the Placing and admitted to trading on the Second
                                  Admission Date, subject to approval by the shareholders at the General
                                  Meeting;

 "Stifel"                         Stifel Nicolaus Europe Limited;
 "Subscription"                   the subscription for the subscription shares;

 "Subscription Shares"            the 71,048,917 new Ordinary Shares to be issued pursuant to the Subscription;

 "Tavira"                         Tavira Financial Limited;
 "UK MAR"                         EU MAR as it forms part of UK domestic law by virtue of the European Union
                                  (Withdrawal) Act 2018, as amended and supplemented;
 "United States"                  the United States of America; and
 "US Securities Act"              means the United States Securities Act of 1933, as amended.

 

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