REG - Neometals Ltd - Proposed Equity Raise to Advance Primobius

NeometalsAnnouncement

20/11/2023 17:00

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RNS Number : 0376U  Neometals Ltd  20 November 2023

Not for release to US wire services or distribution in the United States

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED
HEREIN), IS FOR INFORMATION PURPOSES ONLY AND IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INTO OR FROM THE
UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO
DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS
ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR
OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF NEOMETALS LTD IN THE UNITED
STATES, CANADA, 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
THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018,
AS AMENDED ("UK MAR").

 

20 November 2023

 

Neometals Ltd

("Neometals" or the "Company")

 

PROPOSED EQUITY RAISING TO ADVANCE DEVELOPMENT AND EXPANSION OF PRIMOBIUS

 

Highlights

·      Neometals intends to undertake an equity placement (the
"Placement") to raise gross proceeds of approximately A$7.0 million
(equivalent to approximately £3.7(1) million) and a non-renounceable
entitlement issue (the "Entitlement Issue") to raise up to approximately
A$13.0 million (equivalent to approximately £6.8(1) million). The Placement
is to be conducted through an accelerated bookbuild process (the "Bookbuild"),
which will be launched immediately following the release of this Announcement
(including the Appendix) (the "Announcement").

 

·      The Placement price of A$0.19 per New Ordinary Share (as defined
below) (equivalent to £0.10(1) pence) (the "Placement Price") represents a
discount of approximately 24.0 per cent to the last closing price of A$0.25
per share on the Australian Securities Exchange ("ASX") on 20 November 2023
and discount of approximately 26.1 per cent to the 5-day volume weighted
average price on the ASX of A$0.2571 per share up to and including 20 November
2023.

 

·      The proceeds of the Placement are intended to be used primarily
to advance the development and expansion of the Company's Primobius
lithium-ion battery ("LIB") recycling Joint Venture ("JV") (the "Primobius
JV") and to progress Neometals' other businesses.

 

·      Euroz Hartley Limited ("Euroz") is acting as lead manager ("Lead
Manager") to the Placement in Australia, pursuant to a mandate letter entered
into with the Company on 20 November 2023 ("Australian Placement Agreement")
and Cavendish Capital Markets Limited ("Cavendish") is acting as co-manager,
bookrunner and agent ("Co-Manager") in connection with the Placement in the
UK, pursuant to a placement agreement entered into with the Company on 20
November 2023 ("UK Placement Agreement"; and, together with the Australian
Placement Agreement, the "Placement Agreements").

Innovative battery materials recycler, Neometals Ltd (ASX: NMT & AIM:
NMT), announces that it intends to raise gross proceeds of approximately A$7.0
million (£3.7 million(1)) by way of a Placement at the Placement Price.

The Placement will comprise the issue of new ordinary shares of no-par value
each in the capital of the Company (the "New Ordinary Shares"). The Bookbuild
will be launched immediately following the release of this Announcement. The
exact number of New Ordinary Shares ("Placement Shares") to be issued in
Australia and in the UK will be agreed by the Lead Manager, the Co-Manager and
the Company at the close of the Bookbuild. Details of the number of the New
Ordinary Shares to be issued will be announced as soon as practicable after
the close of the Bookbuild.

The Entitlement Issue will be offered to eligible Neometals shareholders with
registered addresses in Australia or New Zealand to raise up to an additional
A$13.0 million. The Entitlement Issue will be priced at the Placement Price.

Chris Reed, Neometals' Managing Director and Chief Executive Officer,
commented:

"We have not raised equity capital for 11 years and welcome new investors to
join the register as well as those existing shareholders topping up their
holdings. Not only will the Placement and Entitlement Issue allow us to bridge
finance ahead of more material revenues to the Primobius JV, it also allows us
to bolster what has historically been a retail dominated register."

(1)Calculated by reference to a GBP:AUD exchange rate of 1:1.90 as at 9:00
a.m. UK time on 20 November 2023

Background to and Reasons for the Placement

Neometals' key LIB recycling business, Primobius, is focused on exploiting a
proprietary process ("Recycling Technology") to produce nickel, cobalt and
lithium (amongst other products) from production scrap and end-of-life LIBs in
a 50:50 incorporated JV with leading global plant builder SMS group. The
Primobius JV is the recycling technology partner to Mercedes-Benz, which has
ordered a 2,500tpa shredding 'Spoke' plant which has commenced the
installation phase in southern Germany in Q4 2023 with commissioning set to
commence in Q1 2024. This marks a significant milestone for Primobius as it
represents the first commercial recycling plant supply agreement to a global
electric vehicle OEM.

The Primobius 2,500tpa Spoke can now be supplied to existing licensees and new
customers and similar supply arrangements for the Hub is targeted for Q4 2023.
Primobius expects a separate Hub purchase order from Mercedes-Benz in Q4 2023.

In addition, Primobius has an option to purchase company equity in a Recycling
Technology licensee (Stelco in Canada) which plans to own the first 20,000tpa
operation ("Option"). If the Option is not exercised, Stelco will retain its
North America technology license and Primobius will be entitled to a gross
revenue royalty.

The Company intends to conduct the Placement to raise proceeds primarily to
advance the development and expansion of the Primobius LIB recycling JV whilst
also progressing Neometals' other businesses. In particular, funds raised from
the Placement will support Primobius in delivering its 2,500tpa Spoke plant
for Mercedes-Benz by the end of H1 2024 and enable Primobius to secure the
separate Hub purchase order to deliver a fully integrated plant for
Mercedes-Benz by the end of H2 2024. In addition, Primobius intends to
progress the construction and installation of a 20,000tpa Spoke plant for
Stelco by the end of H2 2024.

The proposed proceeds of the Placement and Entitlement Issue, in addition to
existing cash on hand, are intended to be used by Neometals over the next
18-months as follows:

·      A$15.5 million to fund activities at the Primobius LiB recycling
development

·      A$1.2 million to fund Lithium Chemical research development
activities

·      A$2.5 million to fund the Vanadium and Titanium business units

·      A$6.9 million for corporate and working capital purposes

 

Details of the Placement

The Company announces today that it intends to raise gross proceeds of
approximately A$7.0 million / £3.7 million through the issue of approximately
36.8 million New Ordinary Shares at a Placement Price of A$0.19 per New
Ordinary Share (£0.10(1)) utilising Neometals' existing placement capacity
under ASX Listing Rule 7.1.

The total number of Placement Shares is expected to represent approximately
6.67 per cent of the Company's existing issued share capital. The Company, in
conjunction with the Lead Manager and the Co-Manager, reserves the right to
accept over-subscriptions for Placement Shares and to determine the maximum
number of Placement Shares that will be issued in the Placement.

Placement Shares will rank equally with existing Neometals shares from the
date of issue.

The Placement will be conducted by way of an accelerated bookbuild process,
which will be launched immediately following the release of this Announcement
and will be made available to eligible institutional, professional, and
sophisticated investors ("Placees"). The Bookbuild is expected to close no
later than 11.00 p.m. (UK time) on 21 November 2023.

The timing of the closing of the Bookbuild and allocations are at the
discretion of Neometals together with the Lead Manager and the Co-Manager.
Final details of the Placement and the number of Placement Shares will be
announced as soon as practicable after the close of the Bookbuild.

An indicative timetable for the Placement and Entitlement Issue is set out
below. The timetable remains subject to change at the Company's discretion,
subject to compliance with applicable laws, the ASX Listing Rules and the AIM
Rules for Companies.

The Placement will be conducted in accordance with the terms and conditions
set out in the Appendix (which forms part of this Announcement).

Application will be made to the ASX and the London Stock Exchange for the
relevant Placement Shares to be admitted to trading on ASX and AIM. It is
expected that admission to trading on ASX ("ASX Admission") of the relevant
Placement Shares will commence on ASX on 29 November 2023 and that admission
to trading on AIM ("UK Admission") (together with ASX Admission "Admission")
will become effective and that dealings in the relevant Placement Shares will
commence on AIM at 8.00 a.m. (UK time) on 29 November 2023.

Euroz is acting as Lead Manager in Australia and Cavendish is acting as
Co-Manager in the UK in connection with the Placement.  The Placement is not
underwritten.

Further details of the Placement are also set out in the Company's investor
presentation lodged with the ASX today. The investor presentation contains
important information including key risks of investing in Neometals and
foreign selling restrictions with respect to the Placement.

Conditions to the Placement

The Placement is conditional on Admission becoming effective and the Placement
Agreements not being terminated in accordance with their terms. If the
Australian Placement Agreement is terminated in accordance with its terms the
Placement will not proceed.  If the UK Placement Agreement is terminated in
accordance with its terms the UK component of the Placement will not proceed.

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

 

Details of the Entitlement Issue

Eligible Neometals shareholders, being shareholders who had a registered
address in Australia or New Zealand on Neometals' register at 5.00pm (Perth
time) on 24 November 2023, will be invited to subscribe for 1 new share for
every 8 fully paid ordinary shares at the offer price of A$0.19 per New
Ordinary Share (being the same as the Placement Price) ("Offer Price").

It is intended that the Entitlement Issue will raise up to A$13.0 million /
£6.8 million. Eligible shareholders who take up their full entitlement, may
also apply for additional New Ordinary Shares in excess of their Entitlement,
at the Offer Price (subject to compliance with application laws and to the
terms set out in the Entitlement Issue Offer Booklet). Additional New Ordinary
Shares will only be available where there is a shortfall between applications
received from eligible shareholders and the number of New Ordinary Shares
proposed to be issued under the Entitlement Issue. Neometals retains the
flexibility to scale back applications for additional New Ordinary Shares at
its discretion. New Ordinary Shares issued under the Entitlement Issue will
rank equally with existing Neometals shares from the date of issue. The
Entitlement Issue is not underwritten.

Further details of the Entitlement Issue will be set out in the Entitlement
Issue Offer Booklet, which will be released to ASX and made available to
eligible shareholders in Australia and New Zealand on or around 29 November
2023. The Entitlement Issue Offer Booklet will contain instructions on how to
participate in the Entitlement Issue. The Entitlement Issue is subject to the
terms and conditions set out in the Entitlement Issue Offer Booklet.

Indicative Placement and Entitlement Issue Timetable

 Event                                                                         Date
 Announcement of Placement on AIM                                              20 November 2023
 Trading halt and announcement of Placement on ASX                             21 November 2023
 Announcement of the completion of the Placement                               23 November 2023
 Trading halt lifted on ASX                                                    23 November 2023
 Record date for Entitlement Issue (5:00pm)                                    24 November 2023
 Settlement of Placement Shares                                                28 November 2023
 Allotment and normal trading of Placement Shares                              29 November 2023
 Entitlement Issue Booklet made available and Entitlement Issue offer opening  29 November 2023
 date
 Expected Entitlement Issue offer closing date (5:00pm)                        8 December 2023
 Issue and allotment of New Ordinary Shares under the Entitlement Issue        15 December 2023
 Trading of New Ordinary Shares issued under the Entitlement Issue commences   18 December 2023

 

These dates are indicative only and are subject to change without notice. All
times and dates refer to times and dates in Perth, Australia. Subject to the
requirements of the Corporations Act 2001 (Cth) ("Corporations Act"), the ASX
Listing Rules and any other applicable laws, Neometals has the right, with the
consent of the Lead Manager and the Co-Manager (in certain circumstances), to
amend the timetable, including extending the Entitlement Issue offer period or
accepting late applications (either generally or in particular cases) without
notice. The Company encourages eligible shareholders who wish to participate
in the Entitlement Issue to act promptly in submitting their application
forms. The Company reserves the right to close the Entitlement Issue early, by
making an announcement to the ASX.

Further information and securityholder enquiries in relation to the
Entitlement Issue

A copy of the Entitlement Issue Offer Booklet along with information about how
to apply under the Entitlement Issue will be available from the offer open
date at www.computersharecas.com.au/nmtoffer
(http://www.computersharecas.com.au/nmtoffer) . If you have any questions in
relation to how to participate in the Entitlement Issue, please contact the
Offer Information Line from 8.30am to 5.00pm (Sydney time) Monday to Friday on
1300 850 505 (for callers within Australia) or +61 3 9415 4000 (for callers
outside Australia) or consult your financial or other adviser.

Market Abuse Regulation Disclosure

The information contained within this Announcement is deemed by the Company to
constitute inside ‎information for the purposes of Article 7 of the Market
Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR").
Market Soundings, as defined in UK MAR, were taken in respect of the proposed
Placement with the result that certain persons became aware of this 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 therefore those persons that received inside information in the
market sounding are no longer in possession of such inside information
relating to the Company and its securities. The person ‎responsible for
arranging and authorising the release of this Announcement on behalf of the
Company is Chris Reed, Managing Director & CEO.

Authorised on behalf of Neometals by Chris Reed, Managing Director & CEO

 

For more information, please contact:

 

 

 Neometals Ltd
 Chris Reed, Managing Director & Chief Executive Officer                 +61 8 9322 1182
 Jeremy McManus, General Manager - Intellectual Property & Investor      +61 8 9322 1182
 Relations

 Cavendish Capital Markets Limited
 Neil McDonald                                                           +44 (0)131 220 6939
 Pete Lynch
 Adam Rae

 Camarco - PR                                                            + 44(0) 20 3 757 4980
 Gordon Poole
 Emily Hall
 Lily Pettifar

About Neometals

Neometals has developed and is commercialising three environmentally-friendly
processing technologies that produce critical and strategic battery materials
at lowest quartile costs with minimal carbon footprint.

Through strong industry partnerships, Neometals is demonstrating the economic
and environmental benefits of sustainably producing lithium, nickel, cobalt
and vanadium from lithium-ion battery recycling and steel waste recovery. This
reduces the reliance on traditional mine-based supply chains and creating more
resilient, circular supply chains to support the energy transition.

The Company's three core business units are seeking to exploit the
technologies under principal, joint venture and licensing business models:

Lithium-ion Battery ("LIB") Recycling (50% technology)

Commercialisation via Primobius GmbH JV (NMT 50% equity). All plants built by
Primobius' co-owner (SMS group 50% equity), a 150-year-old German plant
builder. Providing recycling service as principal in Germany and commenced
plant supply and licensing activities as technology partner to Mercedes-Benz.
Primobius targeting first commercial 20,000tpa plant offer to Canadian company
Stelco in the DecQ 2023.

Lithium Chemicals (70% technology)

Commercialising patented ELi™ electrolysis process, co-owned 30% by Mineral
Resources Ltd, to produce battery quality lithium hydroxide from brine and/or
hard-rock feedstocks at lowest quartile operating costs. Co-funding Pilot
Plant trials in 2023 with planned Demonstration Plant trials and evaluation
studies in 2024 for potential 25,000tpa LiOH operation in Portugal under a JV
with related entity to Bondalti, Portugal's largest chemical company.

Vanadium Recovery (100% technology)

Aiming to enable sustainable production of high-purity vanadium pentoxide from
processing of steelmaking by-product ("Slag") at lowest-quartile operating
cost. Targeting partnerships with steel makers and participants in the
vanadium chemical value chain under a low risk / low capex technology
licensing business model.

ADDITIONAL INFORMATION

This Announcement should be read in its entirety, including the Appendix.
Investors' attention is drawn to the detailed terms and conditions of the
Placement described in the Appendix (which forms part of this Announcement).

 

The information contained in this Announcement does not constitute investment
or financial product advice (nor taxation, accounting or legal advice), is not
a recommendation to acquire Neometals shares and is not intended to be used or
relied upon solely as the basis for making any investment decision. The
information in this Announcement does not contain all the information
necessary to fully evaluate an investment in Neometals. It should be read in
conjunction with the other materials lodged with ASX in relation to the
Placement and the Entitlement Issue (including the investor presentation and
the key risks set out therein), and Neometals' other periodic and continuous
disclosure announcements. This Announcement has been prepared without taking
into account the investment objectives, financial situation or needs of any
individuals. Before making any investment decisions, prospective investors
should consider the appropriateness of the information having regard to their
own investment objectives, financial situation and needs and should seek
legal, accounting and taxation advice appropriate to their jurisdiction.
Neometals is not licensed to provide investment or financial product advice in
respect of Neometals shares. Cooling off rights do not apply to the
acquisition of New Ordinary Shares pursuant to the Placement or Entitlement
Issue.

 

Forward Looking Statements

 

This Announcement contains certain forward-looking statements. These
forward-looking statements are based on Neometals' expectations and beliefs
concerning future events. Forward-looking statements are necessarily subject
to risks, uncertainties and other factors, many of which are outside the
control of Neometals, which could cause actual results to differ materially
from such statements. Forward-looking statements are provided as a general
guide only and should not be relied upon as an indication or guarantee of
future performance. Actual results, performance or achievements may differ
materially from those expressed or implied in such statements and any
projections and assumptions on which these statements are based. These
statements may assume the success of Neometals' business strategies. The
success of any of those strategies will be realised in the period for which
the forward-looking statement may have been prepared or otherwise. Readers are
strongly cautioned not to place undue reliance on forward-looking statements.
Neometals makes no undertaking to subsequently update or revise the
forward-looking statements made in this Announcement, to reflect the
circumstances or events after the date of this Announcement.

 

Not for release to US wire services or distribution in the United States.

 

This Announcement has been prepared for publication in Australia and the
United Kingdom and may not be released to US wire services or distributed in
the United States. This Announcement does not constitute an offer of
securities for sale in the United States or any other jurisdiction. Any
securities described in this Announcement have not been and will not be
registered under the US Securities Act 1933 (as amended) or under the
securities laws of any state or other jurisdiction of the United States, and
may not be offered or sold in the United States absent registration under the
US Securities Act of 1933 (as amended) or an exemption from registration.

 

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by the Lead Manager or the Co-Manager or by any of their respective
affiliates or representatives as to, or in relation to, the contents of the
information contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers, or any other statement made or purported to be made by or on
behalf of any of the Lead Manager and the Co-Manager or any of their
respective affiliates or representatives in connection with the Company or the
Placement Shares and any liability therefor is expressly disclaimed. The Lead
Manager and the Co-Manager and each of their respective affiliates or
representatives accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by any of the Lead
Manager or the Co-Manager or any of their respective affiliates or
representatives as to the accuracy, completeness or sufficiency of the
information contained in this Announcement. Members of the public are not
eligible to take part in the Placement. This Announcement and the terms and
conditions set out herein are for information purposes only and are directed
at and may only be communicated to persons in member states of the European
Economic Area (the "EEA) who are "qualified investors" within the meaning of
Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation")
("Qualified Investors"). In addition, in the United Kingdom this Announcement
and the terms and conditions set out herein are directed at and may only be
communicated to persons who are "qualified investors" within the meaning of
Article 2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms
part of the UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended (the "UK Prospectus Regulation") and who are also persons (i) who have
professional experience in matters relating to investments and 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"); (ii) who are high net worth bodies corporate, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). Any investment or investment activity to which this
Announcement relates is only available in the EEA, to Qualified Investors, and
in the United Kingdom, to Relevant Persons, and will be engaged in only with
such persons. Any person in the EEA who is not a Qualified Investor and any
person in the United Kingdom who is not a Relevant Person should not act or
rely on this Announcement.

 

Persons distributing this Announcement must satisfy themselves that is lawful
to do so. This Announcement is for information purposes only and shall not
constitute an offer to sell or issue or the solicitation of an offer to buy,
subscribe for or otherwise acquire securities in any jurisdiction in which any
such offer or solicitation would be unlawful. Any failure to comply with this
restriction may constitute a violation of the securities laws of such
jurisdictions. Persons needing advice should consult an independent financial
adviser.

 

The distribution of this Announcement and the offering, placing and/or issue
of the Placement Shares in certain jurisdictions may be restricted by law. No
action has been taken by the Company or the Lead Manager or the Co-Manager or
any of their respective affiliates or representatives that would permit an
offer of the Placement Shares or possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placement 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 Lead Manager and the Co-Manager to inform themselves
about and to observe any such restrictions.

 

Any indication in this Announcement of the price at which Ordinary Shares have
been bought or sold in the past cannot be relied upon as a guide to future
performance. This Announcement does not constitute a recommendation to acquire
any securities of the Company.

 

In connection with the Placement, the Lead Manager and the Co-Manager may
release communications to the market as to the extent to which the book is
"covered". A communication that a transaction is, or that the books are,
"covered" refers to the position of the order book at that time. It is not an
assurance that the books will remain covered, that the transaction will take
place on any terms indicated or at all, or that if the transaction does take
place, the securities will be fully distributed by the Lead Manager and the
Co-Manager.

 

Euroz is regulated in Australia by the Australian Securities & Investments
Commission. Cavendish is authorised and regulated in the United Kingdom by the
Financial Conduct Authority. Cavendish and Euroz are acting exclusively for
the Company and no one else in connection with the Placement, the content of
this Announcement and other matters described in this Announcement. Cavendish
and Euroz will not regard any other person as their respective clients in
relation to the Placement, the content of this Announcement and other matters
described in this Announcement and will not be responsible to anyone
(including any Placees) other than the Company for providing the protections
afforded to their respective clients or for providing advice to any other
person in relation to the Placement, the content of this Announcement or any
other matters referred to in this Announcement.

 

In connection with the Placement, each of Cavendish and Euroz and any of their
affiliates, acting as investors for their own account, may take up a portion
of the shares in the Placement as a principal position and in that capacity
may retain, purchase, sell, offer to sell for their own accounts such shares
and other securities of the Company or related investments in connection with
the Placement or otherwise. Accordingly, references to Placement 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 Lead Manager
and the Co-Manager and any of their affiliates acting in such capacity. In
addition, the Lead Manager and the Co-Manager and any of their affiliates may
enter into financing arrangements (including swaps) with investors in
connection with which the Lead Manager and the Co-Manager and any of their
respective affiliates may from time to time acquire, hold or dispose of
shares. The Lead Manager and the Co-Manager do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

 

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 Placement Shares
have been subject to a product approval process, which has determined that the
Placement 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 respectively defined in paragraphs 3.5 and
3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for
distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placement Shares may decline
and investors could lose all or part of their investment; the Placement Shares
offer no guaranteed income and no capital protection; and an investment in the
Placement 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 UK Target Market
Assessment is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placement. Furthermore,
it is noted that, notwithstanding the UK Target Market Assessment, the
Co-Manager will only procure investors in the UK who meet the criteria of
professional clients and eligible counterparties.

 

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of
Business Sourcebook; 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 Placement Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the securities
referred to herein and determining appropriate distribution channels.

 

EU Product Governance Requirements

 

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended, ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements"), and disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" (for the purposes of the MiFID II Product Governance
Requirements) may otherwise have with respect thereto, the Placement Shares
have been subject to a product approval process, which has determined that
such Placement 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 MiFID II; and (ii) eligible for
distribution through all distribution channels as are permitted by MiFID II
(the "EU Target Market Assessment"). Notwithstanding the EU Target Market
Assessment, distributors should note that: the price of the Placement Shares
may decline and investors could lose all or part of their investment; the
Placement Shares offer no guaranteed income and no capital protection; and an
investment in the Placement 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 EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Co-Manager will only procure investors in the EU who meet the
criteria of professional clients and eligible counterparties.

 

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

 

 

 

 

APPENDIX - TERMS AND CONDITIONS OF THE PLACEMENT

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACEMENT

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. 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 MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN
THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS
REGULATION") ("EU QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM,
QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF
REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO
ARE (I) PERSONS 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) PERSONS WHO ARE HIGH
NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES
OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK
QUALIFIED INVESTORS"); OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFUL TO COMMUNICATE IT TO (EACH SUCH PERSONS IN (A), (B) AND (C) REFERRED TO
AS "RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND
AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY
TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE
IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED
STATES")), CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS
ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER
OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH
AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE PLACEMENT SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR
INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACEMENT SHARES IN THE
UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL,
TAX AND RELATED ASPECTS OF ACQUIRING THE PLACEMENT SHARES.

THIS ANNOUNCEMENT IS BEING DISTRIBUTED AND COMMUNICATED TO PERSONS IN THE UK
ONLY IN CIRCUMSTANCES TO WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000, AS AMENDED ("FSMA") DOES NOT APPLY. ALL OFFERS OF THE
PLACEMENT SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS
REGULATION FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS.

General

Persons who are invited to and who choose to participate in the placement (the
"Placement") of the Placement Shares (as defined below) by the Co-Manager by
making an oral or written offer to acquire Placement Shares (including any
individuals, funds or others on whose behalf a commitment to acquire Placement
Shares is given) ("Placees") will be deemed to have read and understood this
Announcement (including its Appendix) in its entirety and to be making such
offer on the terms and conditions, and to be providing (and shall only be
permitted to participate in the Placement on the basis that they have
provided) the representations, warranties, indemnities, acknowledgements,
undertakings and agreements, contained in this Appendix. In particular, each
such Placee represents, warrants, acknowledges and agrees to each of Neometals
Ltd (the "Company"), the Lead Manager and the Co-Manager, that:

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

2.              it is acquiring the Placement Shares for its own
account or is acquiring the Placement 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, acknowledgments,
undertakings and agreements contained in this Announcement;

3.              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 Announcement (including this
Appendix);

4.              if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus
Regulation, it understands that any Placement Shares subscribed for by it in
the Placement 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 in a member state of the EEA to EU Qualified
Investors or the United Kingdom to UK Qualified Investors, or in circumstances
in which the prior consent of the Co-Manager has been given to each such
proposed offer or resale;

5.              it understands that the Placement Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold, directly or indirectly, within
the United States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or other
jurisdiction of the United States;

6.              it and the person(s), if any, for whose account
or benefit it is acquiring the Placement Shares are either (a) outside the
United States and will be outside the United States at the time the Placement
Shares are acquired by it, or (b) a dealer or other professional fiduciary
organized or incorporated in the United States that is acting for a
discretionary or similar account (other than an estate or trust) held for the
benefit or account of persons that are not US persons and for which it
exercises investment discretion, within the meaning of Rule 902(k)(2)(i) of
Regulation S under the Securities Act, and, in both (a) and (b), acquiring the
Placement Shares in an "offshore transaction" within the meaning of Regulation
S; and

7.              the Company, the Lead Manager and the Co-Manager
will rely upon the truth and accuracy of the foregoing representations,
warranties, acknowledgements and agreements.

The Placement Shares have not been approved and will not be approved or
disapproved by the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor have any of
the foregoing authorities passed upon or endorsed the merits of the Placement
or the accuracy or adequacy of this Announcement. Any representation to the
contrary is a criminal offence in the United States.

No representation is made by any of the Lead Manager, the Co-Manager or their
respective affiliates to any Placees regarding an investment in the Placement
Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACEMENT

Bookbuild

Following this Announcement, the Lead Manager and the Co-Manager will commence
an accelerated bookbuilding process in respect of the Placement (the
"Bookbuild") to determine demand for participation in the Placement by
Placees. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placement. No commissions will be paid to
Placees or by Placees in respect of any Placement Shares. Members of the
public are not entitled to participate.

The Lead Manager and the Co-Manager shall be entitled to effect the Placement
by such alternative method to the Bookbuild as they may, in agreement with the
Company, determine.

Details of the Placement Agreements and of the Placement Shares

The Company has entered into a mandate letter with the Lead Manager in respect
of the Placement dated 20 November 2023 (the "Australian Placement Agreement")
and a conditional placement agreement with the Co-Manager (the "UK Placement
Agreement"; and, together with the Australian Placement Agreement, the
"Placement Agreements").

Under the UK Placement Agreement, subject to the terms and conditions set out
therein, the Co-Manager has agreed, severally and not jointly or jointly and
severally, as agent for and on behalf of the Company, to use its reasonable
endeavours to procure Placees for, in aggregate, approximately 36.8 million
New Ordinary Shares at a Placement Price of A$0.19 per New Ordinary Share
(£0.10 pence) to raise gross proceeds of approximately A$7.0 million / £3.7
million utilising Neometals' existing placement capacity under ASX Listing
Rule 7.1.

The Placement Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing ordinary shares of no par
value each in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
shares after the date of issue of the Placement Shares. The Placement Shares
will be issued free of any claims, encumbrances, liens, charges or other
security interests.

Applications for listing and admission to trading

Applications (the "Applications for Admission") will be made for the Placement
Shares to be admitted: (a) to trading on the AIM market operated by the London
Stock Exchange plc ("AIM") ("UK Admission"), and (b) to the Australian
Securities Exchange ("ASX") for commencement of official quotation of the
Placement Shares on the official list of the ASX ("ASX Admission" and,
together with UK Admission, "Admission").

It is expected that UK Admission will become effective: (a) at or around 8.00
a.m. (UK time) on 29 November 2023 and that dealings in the Placement Shares
will commence at that time, and (b) at or around 10.00 a.m. (Sydney time) on
29 November 2023 in respect of the Placement Shares on ASX and that dealings
in the Placement Shares will commence at that time. The Placement is
conditional upon, among other things, UK Admission becoming effective, and the
Placement Agreements not being terminated in accordance with its terms.

Participation in, and principal terms of, the Placement

1.              Euroz Hartleys Limited ("Euroz") is acting as the
lead manager in connection with the Placement ("Lead Manager"). Cavendish
Capital Markets Limited ("Cavendish") is acting as co-manager, bookrunner and
agent of the Company in connection with the Placement ("Co-Manager").

2.              Cavendish will act as settlement agent for the
relevant Placement Shares in the UK and Euroz will act as settlement agent for
the relevant Placement Shares in Australia.

3.              Participation in the Placement in the UK will
only be available to persons who may lawfully be, and are, invited to
participate by the Co-Manager. Each of the Lead Manager and the Co-Manager and
their respective agents and affiliates are each entitled to enter bids in the
Bookbuild as principal.

4.              The final number of Placement Shares will be
jointly agreed by the Company and the Lead Manager and the Co-Manager
following completion of the Bookbuild. The final number of Placement Shares to
be issued will be announced on a FCA-listed regulatory information service (a
"Regulatory Information Service") and on the ASX following the completion of
the Bookbuild.

5.              To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone or in writing to their usual sales
contact at Cavendish. Each bid should state the number of Placement Shares
which the prospective Placee wishes to subscribe for at the Placement Price.
Bids may be scaled down by the Lead Manager and the Co-Manager on the basis
referred to in paragraph 12 below.

6.              A bid in the Bookbuild will be made on the terms
and subject to the conditions in this Appendix and will be legally binding on
the Placee on behalf of which it is made and, except with the consent of the
Co-Manager, will not be capable of variation or revocation after the time at
which it is submitted. Each Placee's obligations will be owed to the Company
and the Co-Manager. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to Cavendish as agent of the Company,
to pay in cleared funds immediately on the settlement date, in accordance with
the registration and settlement requirements set out below, an amount equal to
the product of the Placement Price and the number of Placement Shares such
Placee has agreed to subscribe for and the Company has agreed to allot to
them.

7.              The Bookbuild is expected to close no later than
11.00 p.m. (UK time) on 21 November 2023, but may be closed earlier or later
at the absolute discretion of the Lead Manager and the Co-Manager. The
Co-Manager may, in agreement with the Company, accept bids in respect of the
Placement in the UK that are received after the Bookbuild has closed.

8.              Each prospective Placee's allocation will be
determined by the Company and will be confirmed orally or in writing by the
Co-Manager (as agent of the Company) following the close of the Bookbuild. The
oral or written confirmation to such Placee will constitute an irrevocable
legally binding commitment upon that person (who will at that point become a
Placee) in favour of the Co-Manager and the Company to subscribe for the
number of Placement Shares allocated to it at the Placement Price on the terms
and conditions set out in this Appendix and in accordance with the Company's
constitution and each Placee will be deemed to have read and understood this
Announcement (including this Appendix) in its entirety.

9.              Each prospective Placee's allocation and
commitment will be evidenced by a contract note or trade confirmation issued
to such Placee by the Co-Manager. The terms of this Appendix will be deemed
incorporated by reference therein.

10.            All obligations under the Bookbuild and Placement
will be subject to fulfilment or, where applicable, waiver of the conditions
referred to below under "Conditions of the Placement" and to the Placement not
being terminated on the basis referred to below under "Right to terminate
under the Placement Agreement".

11.            By participating in the Bookbuild, each Placee
agrees that its rights and obligations in respect of the Placement will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by the Co-Manager.

12.            Subject to paragraphs 5 and 6 above, the Lead
Manager and the Co-Manager will, in effecting the Placing, agree with the
Company the identity of the Placees and the basis of allocation of the
Placement Shares, and may scale down any bids for this purpose on such basis
as they may determine. The Lead Manager and the Co-Manager may also,
notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the
Company: (a) allocate Placement Shares after the time of any initial
allocation to any person submitting a bid after that time, and (b) allocate
Placement Shares after the Bookbuild has closed to any person submitting a bid
after that time. The Company reserves the right (upon agreement with the Lead
Manager and the Co-Manager) to reduce or seek to increase the amount to be
raised pursuant to the Placement.

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

14.            Irrespective of the time at which a Placee's
allocation pursuant to the Placement is confirmed, settlement for all
Placement Shares to be subscribed for pursuant to the Placement will be
required to be made at the same time, on the basis explained below under
"Registration and settlement".

15.            To the fullest extent permissible by law, none of
the Lead Manager and the Co-Manager or the Company or any of their respective
affiliates or any of their respective directors, officers, partners,
employees, advisers or agents (collectively, "Representatives") shall have any
responsibility or liability to Placees (or to any other person whether acting
on behalf of a Placee or otherwise). In particular, none of the Lead Manager
and the Co-Manager or the Company or any of their respective affiliates or any
of their respective Representatives shall have any responsibility or liability
(including, to the fullest extent permissible by law, any fiduciary duties) in
respect of the conduct of the Bookbuild or of such alternative method of
effecting the Placement as the Lead Manager and the Co-Manager and the Company
may agree.

Conditions of the Placement

The Placement to the extent undertaken pursuant to the UK Placement Agreement
is conditional upon the UK Placement Agreement becoming unconditional and not
having been terminated in accordance with its terms. The obligations of the
Co-Manager under the UK Placement Agreement in respect of the Placement Shares
are conditional on, inter alia:

1.              the release of this Announcement through (i) a
Regulatory Information Service by no later than 6.00 p.m. (UK time) on the
date of the Placement Agreement (or such later time and/or date as the Company
and the Co-Manager may agree);

2.              the delivery of certain documents as specified
within the UK Placement Agreement;

3.              the Company preparing and releasing an Appendix
3B Proposed Issued of Securities under the ASX Listing Rules on the ASX in
respect of the Placement and the Company having announced to ASX any
information that is "excluded information" (within the meaning of sub-sections
708A(7) and (8) of the Corporations Act) (if any) by no later than 7.00am
(Sydney time) on the business day following the date of this Announcement;

4.              the Placement Shares to be issued on AIM having
been allotted, conditional only on Admission and the Placement Shares to be
issued on ASX having been allotted, conditional only on Admission;

5.              the Company receiving binding commitments from
Placees to subscribe for Placing Shares with an aggregate value, at the
Placing Price, of not less than A$7.0 million by not later than 11.00 p.m. (UK
time) on 21 November 2023;

6.              the Company having complied with all of its
material obligations in respect of the Placement and having satisfied all of
its obligations to be satisfied under the UK Placement Agreement, including,
but not limited to, the conditions therein, which fall to be performed or
satisfied on or prior to UK Admission;

7.              none of the warranties set out in the UK
Placement Agreement being untrue or inaccurate or misleading in any material
respect at the date of this Announcement or becoming untrue or inaccurate or
misleading in any material respect at any time between the date of this
Announcement and UK Admission, by reference to the facts and circumstances
from time to time subsisting; and no matter having arisen prior to Admission
which is reasonably likely to give rise to a claim under the indemnities in
the UK Placement Agreement;

8.              there not having arisen or occurred before
Admission any matter, fact, circumstance or event such that in the reasonable
opinion of the Co-Manager a supplementary press announcement is required to be
made unless the Co-Manager consents otherwise;

9.              the Company having, following the issue of the
Placement Shares and prior to 9.30 a.m. (U.K. time) on the date of issue of
the Placement Shares, lodged the Cleansing Statement with ASX; and

10.            UK Admission occurring not later than 8.00 a.m. (UK
time) on 29 November 2023 (or such later time and/or date as the Company and
the Co-Manager may agree, being not later than 13 December 2023).

The Co-Manager has discretion to waive compliance with certain of the
conditions and/or agree an extension in time for their satisfaction (but not
later than 13 December 2023). Any such extension or waiver will not affect
Placees' commitments as set out in this Announcement.

If (a) any of the conditions contained in the UK Placement Agreement,
including those described above, are not fulfilled (or, where permitted,
waived or extended in writing by the Co-Manager) or become incapable of
fulfilment on or before the date or time specified for the fulfilment thereof
(or such later date and/or time as the Co-Manager may agree, but not later
than 13 December 2023), or (b) the UK Placement Agreement is terminated in the
circumstances specified below, the UK component of the Placement will not
proceed and the Placees' rights and obligations hereunder in relation to the
Placement Shares shall cease and terminate at such time and each Placee agrees
that no claim can be made by the Placee in respect thereof.

Neither the Co-Manager nor any of its affiliates nor any of their respective
Representatives shall have any responsibility or liability to any Placee (or
to any other person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive or to
extend the time and/or the date for the satisfaction of any condition to the
Placement nor for any decision they may make as to the satisfaction of any
condition or in respect of the Placement generally, and by participating in
the Placement each Placee agrees that any such decision is in the absolute
discretion of the Co-Manager.

Lock-up

The Company has undertaken that it will not, and will procure that none of its
subsidiaries will, at any time between the date of the UK Placement Agreement
and the date which is 90 days after the date of Admission, without the prior
written consent of the Co-Manager, enter into certain transactions involving
or relating to the New Ordinary Shares, subject to certain customary
carve-outs agreed between the Co-Manager and the Company.

By participating in the Placement, Placees agree that the exercise by the
Co-Manager of any power to consent to waive the undertaking by the Company of
a transaction which would otherwise be subject to the lock-up under the UK
Placement Agreement shall be within the absolute discretion of the Co-Manager,
and that they do not need to make any reference to, consult with, or seek
consent from, Placees and that the Co-Manager shall have no liability to
Placees whatsoever in connection with any such exercise of the power to grant
consent.

Right to terminate under the UK Placement Agreement

The Co-Manager, for itself in its capacity as a bookrunner, is entitled, in
its absolute discretion, at any time before UK Admission, to terminate the UK
Placement Agreement by giving notice to the Company in certain circumstances,
including (but not limited to) where (a) any of the relevant conditions in the
UK Placement Agreement are not satisfied at the required times (unless
waived); (b) there has been a material breach by the Company of any of the
warranties, undertakings or obligations in the UK Placement Agreement or any
of the warranties has ceased to be true, accurate and not misleading in any
material respect; (c) there has occurred a material adverse change in the
business of the Group or in the financial or trading position or prospects of
the Group or the Company; or (d) there has been (i) any material adverse
change in financial markets; (ii) any incident of terrorism or outbreak or
escalation of hostilities or any declaration by the UK, Australia or the US of
a national emergency or war or any other calamity or crisis; (iii) any
suspension or termination of trading in the Company's shares or AIM or the ASX
generally; or (iv) a banking moratorium in the UK or Australia, which in the
reasonable opinion of the Co- Manager, acting in good faith, would or would be
likely to prejudice materially the Group or the Placement.

If any of the termination conditions as specified in the UK Placement
Agreement shall occur, then the Co-Manager may, in its absolute discretion (a)
allow the Placement in the UK to proceed on the basis of this Announcement, or
(b) give notice to the Company to terminate the UK Placement Agreement. Upon
notice being given by the Co-Manager to the Company, the parties to the UK
Placement Agreement shall be released and discharged (except for any liability
arising before or in relation to such termination) from their respective
obligations under or pursuant to the UK Placement Agreement, subject to
certain exceptions.

By participating in the Placement, Placees agree that the exercise or
non-exercise by the Co-Manager of any right of termination or other discretion
under the UK Placement Agreement shall be within the absolute discretion of
the Co-Manager, and that it does not need to make any reference to, consult
with, or seek consent from, Placees and that the Co-Manager shall have no
liability to Placees whatsoever in connection with any such exercise or
failure so to exercise.

No prospectus and basis of commitments

The Placement 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
admission document, prospectus or other offering document to be published in
the United Kingdom or in any other jurisdiction. No offering document or
prospectus has been or will be submitted to be approved by the London Stock
Exchange or by the exchange operated by the ASX, or by the FCA or by any other
regulatory body in relation to the Placement. Placees' commitments will be
made solely on the basis of their own assessment of the Company, the Placement
and the Placement Shares based on information contained in this Announcement
(including this Appendix) and any information publicly announced to a
Regulatory Information Service or the ASX by or on behalf of the Company on or
prior to the date of this Announcement and subject to the further terms set
forth in the trade confirmation to be provided to individual prospective
Placees.

Each Placee, by accepting a participation in the Placement, agrees that the
content of this Announcement (including this Appendix) and all other publicly
available information previously and simultaneously published by or on behalf
of the Company by notification to a Regulatory Information Service or the ASX
is exclusively the responsibility of the Company and has not been
independently verified by the Lead Manager or the Co-Manager. Each Placee, by
participating in the Placement, further confirms that it has neither received
nor relied on any other information, representation, warranty, or statement
made by or on behalf of the Company or the Lead Manager or the Co-Manager or
any other person and none of the Company or the Lead Manager and the
Co-Manager or any of their respective affiliates or any of their respective
Representatives will be liable for any Placee's decision to participate in the
Placement based on any other information, representation, warranty or
statement which the Placee may have obtained or received. Each Placee
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the Placement. Nothing in this paragraph shall exclude or
limit the liability of any person for fraudulent misrepresentation by that
person.

Registration and settlement

Settlement of transactions in the Placement Shares (ISIN: GB00BL0L5G04)
following UK Admission will take place within the system administered by
Euroclear UK & International Limited ("CREST") by the issue of depository
interests in respect of Placement Shares, subject to certain exceptions. In
the event of any difficulties or delays in the admission of the New Ordinary
Shares to CREST or the use of CREST in relation to the Placing, the Company
and the Co-Manager may agree that the Placement Shares should be issued in
certificated form. The Co-Manager and the Company reserve the right to require
settlement for and delivery of the Placement Shares (or a portion thereof) to
Placees in certificated form or by such other means as they deem necessary if
delivery or settlement is not possible or practicable within the CREST system
or would not be consistent with the regulatory requirements in the Placee's
jurisdiction.

Settlement of the New Ordinary Shares on ASX will occur through the CHESS
system on a delivery versus payment basis. The terms and conditions of
settlement of the New Ordinary Shares through the CHESS system, in addition to
those contained in this Appendix, will be contained in the confirmation letter
provided to Placees in respect of such New Ordinary Shares.

Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with the standing CREST or
certificated settlement instructions that it has in place with the Co-Manager.

Settlement of transactions with the Co-Manager in CREST will take place by the
crediting of depository interests to the CREST account operated by the
Co-Manager as agent for the Company and the Co-Manager will enter its delivery
(DEL) instruction into the CREST system. The input to CREST by a Placee of a
matching or acceptance instruction will then allow delivery of the relevant
depository interests to that Placee against payment.

It is expected that settlement will be on 28 November 2023 on a T+3 basis and
on a delivery versus payment basis in accordance with the instructions given
to the Co-Manager.

Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the Co-Manager.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the Co-Manager may sell any or all of the Placement Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for the account and benefit of the Co-Manager, 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 may be required to bear any stamp duty or stamp duty reserve tax or
other similar taxes (together with any interest or penalties thereon) imposed
in any jurisdiction which may arise upon the sale of such Placement Shares on
such Placee's behalf. By communicating a bid for Placement Shares, each Placee
confers on the Co-Manager all such authorities and powers necessary to carry
out any such transaction and agrees to ratify and confirm all actions which
the Co-Manager lawfully takes on such Placee's behalf in pursuant of such
sale.

If Placement Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the contract note or trade confirmation is copied
and delivered immediately to the relevant person within that organisation.

Insofar as Placement 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 Placement Shares should, subject as
provided below, be so registered free from any liability to UK stamp duty or
stamp duty reserve tax. If there are any other circumstances in which any
stamp duty or stamp duty reserve tax or other similar taxes (and/or any
interest, fines or penalties relating thereto) is payable in respect of the
allocation, allotment, issue or delivery of the Placement Shares (or for the
avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in
connection with any subsequent transfer of or agreement to transfer Placement
Shares), neither of the Co-Manager or the Company shall be responsible for the
payment thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not
be entitled to receive any fee or commission in connection with the Placement.

Representations and warranties

By submitting a bid and/or participating in the Placement by the Co-Manager,
each prospective Placee (and any person acting on such Placee's behalf)
irrevocably acknowledges, confirms, undertakes, represents, warrants and
agrees (as the case may be) with the Lead Manager and the Co-Manager and the
Company, in each case as a fundamental term of its application for Placement
Shares, that:

1.              it has read and understood this Announcement
(including this Appendix) in its entirety and that its participation in the
Bookbuild and the Placement and its acquisition of Placement Shares is subject
to and based upon all the terms, conditions, representations, warranties,
indemnities, acknowledgements, agreements and undertakings and other
information contained herein and it undertakes not to redistribute or
duplicate this Announcement 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 Bookbuild,
the Placement, the Company, the Placement Shares or otherwise;

2.              that no offering document, offering memorandum,
admission document or prospectus has been or will be prepared in connection
with the Placement or is required under the EU Prospectus Regulation or UK
Prospectus Regulation and it has not received and will not receive a
prospectus, offering memorandum, admission document or other offering document
in connection with Bookbuild, the Placement or the Placement Shares;

3.              the Placement does not constitute a
recommendation or financial product advice and the Lead Manager and the
Co-Manager have not had regard to its particular objectives, financial
situation and needs;

4.              (a) it has made its own assessment of the
Company, the Placement Shares and the terms of the Placement based on this
Announcement (including this Appendix) and any information publicly announced
to a Regulatory Information Service or the ASX by or on behalf of the Company
on or prior to the date of this Announcement (the "Publicly Available
Information"); (b) acknowledges that the Company's ordinary shares are
admitted to trading on AIM and listed on the ASX and that the Company is
therefore required to publish certain business and financial information in
accordance with the rules and practices of the FCA, the AIM Rules for
Companies and the ASX Listings Rules, which includes a description of the
Company's business and the Company's financial information, including balance
sheets and income statements, and that it is able to obtain or access such
information, or comparable information concerning other publicly traded
companies, in each case without undue difficulty; (c) the Company's ordinary
shares are admitted for quotation on the ASX and publicly available
information regarding the Company can be obtained from the ASX; and (d) it has
had access to such financial and other information (including the business,
financial condition, prospects, creditworthiness, status and affairs of the
Company, the Placement and the Placement Shares, as well as the opportunity to
ask questions) concerning the Company, the Placement and the Placement Shares
as it has deemed necessary in connection with its own investment decision to
acquire any of the Placement Shares and has satisfied itself that the
information is still current and relied on that investigation for the purposes
of its decision to participate in the Placement. Each Placee further
acknowledges and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in deciding to
participate in the Placement;

5.              if it received any "inside information" as
defined in UK MAR and the Corporations Act concerning the Company or New
Ordinary Shares or other securities or related financial instruments in
advance of the Placement, 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 except as
permitted by the Corporations Act and UK MAR, prior to the information being
made publicly available;

6.              it has the power and authority to carry on the
activities in which it is engaged, to subscribe and/or acquire Placement
Shares and to execute and deliver all documents necessary for such
subscription and/or acquisition;

7.              none of the Lead Manager or the Co-Manager or the
Company or any of their respective affiliates or any of their respective
Representatives or any person acting on behalf of any of them has provided,
and none of them will provide, it with any material or information regarding
the Placement Shares or the Company or any other person other than this
Announcement, nor has it requested any of the Lead Manager or the Co-Manager,
the Company or any of their respective affiliates or any of their respective
Representatives or any person acting on behalf of any of them to provide it
with any such material or information;

8.              it has not received and will not receive a
prospectus or other offering document in connection with the Placement or the
Placement Shares;

9.              any Placement Shares that it is allocated in the
Placement delivered through CREST will be allotted and issued to Computershare
Investor Services PLC, being the "Depository", and that the Company shall
procure that the Depository shall issue depository interests representing the
Placement Shares allocated to it in accordance with the procedures set out
under 'Registration and settlement' herein, and that neither the Lead Manager
nor the Co-Manager shall have responsibility or liability in respect of the
acts of, or failure to act by, the Depository;

10.            (a) none of the Company or the Lead Manager or the
Co-Manager or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf has made any warranties
or representations to it, express or implied, with respect to the Company, the
Placement and the Placement Shares or the accuracy, fairness, completeness or
adequacy of the Publicly Available Information, and each of them expressly
disclaims any liability in respect thereof; and (b) it will not hold the Lead
Manager and the Co-Manager or any of their respective affiliates or any of
their respective Representatives or any person acting on their behalf
responsible for any misstatements in or omissions from any Publicly Available
Information. Nothing in this paragraph or otherwise in this Announcement
excludes the liability of any person for fraudulent misrepresentation made by
that person;

11.            the content of this Announcement is exclusively the
responsibility of the Company and that neither the Lead Manager and the
Co-Manager nor any of their respective affiliates nor any of their respective
Representatives nor any person acting on their behalf has or shall have any
responsibility or liability for any information, representation or statement
contained in this Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without limitation, any
Publicly Available Information, and will not be liable for any Placee's
decision to participate in the Placement based on any information,
representation or statement contained in this Announcement or any information
previously or simultaneously published by or on behalf of the Company or
otherwise. Each Placee further represents, warrants and agrees that the only
information on which it is entitled to rely and on which such Placee has
relied in committing itself to acquire the Placement Shares is contained in
this Announcement and any Publicly Available Information, such information
being all that it deems necessary and/or appropriate to make an investment
decision in respect of the Placement Shares and that it has neither received
nor relied on any other information given, investigation made or
representations, warranties or statements made by either of the Lead Manager
and the Co-Manager or the Company or any of their respective affiliates or any
of their respective Representatives or any person acting on their behalf and
neither the Lead Manager and the Co-Manager nor the Company nor any of their
respective affiliates nor any of their respective Representatives nor any
person acting on its or their behalf will be liable for any Placee's decision
to accept an invitation to participate in the Placement based on any other
information, representation, warranty or statement;

12.            it has not relied on any information relating to the
Company contained in any research reports prepared by the Lead Manager or the
Co-Manager or any of their respective affiliates or any of their respective
Representatives or any person acting on their behalf and understands that (a)
none of the Lead Manager or the Co-Manager or any of their respective
affiliates or any of their respective Representatives or any person acting on
their behalf has or shall have any liability for public information or any
representation, (b) none of the Lead Manager or the Co-Manager or any of their
respective affiliates or any of their respective Representatives or any person
acting on their behalf has or shall have any liability for any additional
information that has otherwise been made available to such Placee, whether at
the date of publication of such information, the date of this Announcement or
otherwise; and (c) none of the Lead Manager and the Co-Manager or any of their
respective affiliates or any of their respective Representatives or 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;

13.            any exercise by the Co-Manager of any right to
terminate the UK Placement Agreement or of other rights or discretions under
the UK Placement Agreement shall be within the Co-Manager's absolute
discretion and the Co-Manager shall have no liability to it whatsoever in
relation to any decision to exercise or not to exercise any such right or the
timing thereof;

14.            it will provide the Co-Manager with such relevant
documents as it may reasonably request to comply with requests or requirements
that either they or the Company may receive from relevant regulators in
relation to the Placement, subject to its legal, regulatory and compliance
requirements and restrictions;

15.            in making any decision to acquire Placement Shares
(a) it has sufficient knowledge and experience in financial, business and
international investment matters as is required to evaluate the merits and
risks of taking up the Placement Shares, (b) it is experienced in investing in
securities of a similar nature to the New 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 Placement, (c) it has relied on its
own examination, due diligence and analysis of the Company and its affiliates
taken as a whole, including the markets in which the Company and its
affiliates operate, and the terms of the Placement, including the merits and
risks involved, and not upon any view expressed or information provided by or
on behalf of either of the Lead Manager and the Co-Manager, (d) 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 Placement 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 decision with respect to making an investment in the Placement Shares
for the purposes of its investigation, and (e) it will not look to the
Company, the Lead Manager or the Co-Manager, any of their respective
affiliates, any of their respective Representatives or any person acting on
their behalf for all or part of any such loss or losses it or they may suffer;

16.            the subscription for and purchase of the Placement
Shares will be in compliance with applicable laws and regulations in the
jurisdiction of its residence, the residence of the Company, or otherwise;

17.            unless otherwise specifically agreed with the
Co-Manager, it and each account it represents is not and, at the time the
Placement Shares are acquired, will not be, a resident of Australia;

18.            it and each account it represents is either (i)
outside the United States and will be outside the United States at the time
the Placement Shares are acquired by it, or (ii) a dealer or other
professional fiduciary organized or incorporated in the United States that is
acting for a discretionary or similar account (other than an estate or trust)
held for the benefit or account of persons that are not US persons and for
which it exercises investment discretion, within the meaning of Rule
902(k)(2)(i) of Regulation S under the Securities Act, and, in both (i) and
(ii); and (iii) acquiring the Placement Shares in an "offshore transaction"
within the meaning of Regulation S;

19.            it is not acquiring any of the Placement Shares as a
result of any form of "directed selling efforts" within the meaning of
Regulation S or as a result of any form of "general solicitation" or "general
advertising" within the meaning of Rule 502(c) under the Securities Act;

20.            (a) it and each account it represents is acquiring
the Placement Shares for investment purposes, and is not acquiring the
Placement Shares with a view to the offer, sale, resale, transfer, delivery or
distribution, directly or indirectly of any such Placement Shares in or into
the United States, Canada, the Republic of South Africa, Japan or any other
jurisdiction in which the same would be unlawful; and (b) it understands, and
each account it represents has been advised, that the Placement Shares have
not been and will not be registered or qualified for distribution by way of a
prospectus under the securities legislation of the United States, Canada, the
Republic of South Africa, Japan and, subject to certain exceptions, may not be
offered, sold, acquired, renounced, distributed or delivered or transferred,
directly or indirectly, within or into those jurisdictions or in any country
or jurisdiction where any such action for that purpose is required;

21.            it understands, and each account it represents has
been advised, that (a) the Placement Shares have not been and will not be
registered under the Securities Act or with any regulatory authority of any
state or other jurisdiction of the United States, (b) the Placement Shares are
being offered and sold only in an "offshore transaction" within the meaning of
and pursuant to Regulation S under the Securities Act, and (c) the Placement
Shares may only be reoffered or resold in transactions exempt from, or not
subject to, the registration requirements of the Securities Act and no
representation has been made as to the availability of any exemption under the
Securities Act or any relevant state or other jurisdiction's securities laws
for the reoffer, resale, pledge or transfer of the Placement Shares;

22.            it will not distribute, forward, transfer or
otherwise transmit this Announcement or any other materials concerning the
Placement (including any electronic copies thereof), directly or indirectly,
whether in whole or in part, in or into the United States, Canada, the
Republic of South Africa or Japan;

23.            if it is a pension fund or investment company, its
acquisition of Placement Shares is in full compliance with applicable laws and
regulations;

24.            neither it, nor the person specified by it for
registration as holder of Placement Shares is, or is acting as nominee or
agent for, and the Placement Shares will not be allotted to, a person who is
or may be liable to stamp duty or stamp duty reserve tax under any of sections
67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance
services), it is not participating in the Placement as nominee or agent for
any person to whom the allocation, allotment, issue or delivery of the
Placement Shares would give rise to such a liability and the Placement Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer Placement Shares into a clearance service;

25.            it has complied and will continue to comply with its
obligations under the Criminal Justice Act 1993, EU MAR, UK MAR, any
delegating acts, implementing acts, technical standards and guidelines and
Section 118 of FSMA thereunder, and in connection with money laundering and
terrorist financing under the Proceeds of Crime Act 2002 (as amended), the
Terrorism Act 2000 (as amended), the Terrorism Act 2006, and the Money
Laundering, Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017 (as amended) and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "Regulations") and the
Money Laundering Sourcebook of the FCA 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. If
within a reasonable time after a request for verification of identity, the
Co-Manager has not received such satisfactory evidence, the Co-Manager may, at
its absolute discretion, terminate the Placee's Placement participation in
which event all funds delivered by the Placee to the Co-Manager will be
returned without interest to the account of the drawee bank or CREST account
from which they were originally debited;

26.            if it is a financial intermediary, as that term is
used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the
UK Prospectus Regulation, that the Placement Shares subscribed for by it in
the Placement will not be subscribed for on a non-discretionary basis on
behalf of, nor will they be subscribed for with a view to their offer or
resale to, persons in a member state of the EEA other than EU Qualified
Investors or the United Kingdom other than UK Qualified Persons, or in
circumstances in which the prior consent of the Lead Manager and the
Co-Manager has been given to the proposed offer or resales;

27.            if it is in a member state of the EEA, it is an EU
Qualified Investor or, if it is in the United Kingdom, it is a UK Qualified
Investor and undertakes that it will subscribe for, hold, manage or dispose of
any Placement Shares that are allocated to it for the purposes of its
business;

28.            it understands that any investment or investment
activity to which this Announcement relates is available only to UK Qualified
Investors in the United Kingdom and EU Qualified Investors in a member state
of the EEA and will be engaged in only with UK Qualified Investors in the
United Kingdom and EU Qualified Investors in a member state of the EEA, and
further understands that this Announcement must not be acted on or relied on
by persons who are not UK Qualified Investors in the United Kingdom and EU
Qualified Investors in a member state of the EEA;

29.            that it has not offered or sold and will not offer
or sell any Placement Shares to persons in the United Kingdom, except to UK
Qualified Investors 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 section 85(1) of the FSMA;

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

31.            it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of FSMA) relating to the Placement Shares in circumstances in
which section 21(1) of FSMA does not require approval of the communication by
an authorised person;

32.            it has complied and will comply with all applicable
laws (including all relevant provisions of FSMA in the United Kingdom) with
respect to anything done by it in relation to the Placement Shares;

33.            if in the United Kingdom, it is a UK Qualified
Investor within the meaning of Article 2(e) of the UK Prospectus Regulation
and is also a person (a) having professional experience in matters relating to
investments and who falls within the definition of "investment professionals"
in Article 19(5) of the Order, or (b) who falls within Article 49(2)(a) to (d)
of the Order, or (c) to whom this Announcement may otherwise lawfully be
communicated;

34.            if it is in a member state of the EEA, it is an EU
Qualified Investor;

35.            no action has been or will be taken by either the
Company or Lead Manager or the Co-Manager or any person acting on behalf of
the Company or Lead Manager or the Co-Manager that would, or is intended to,
permit a public offer of the Placement Shares in any country or jurisdiction
where any such action for that purpose is required;

36.            it is acting as principal only in respect of the
Placement or, if it is acting for any other person (a) it is duly authorised
to do so and has full power to make the acknowledgments, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such person, and (b) it is and will remain liable to the Company and/or
the Lead Manager and the Co-Manager for the performance of all its obligations
as a Placee in respect of the Placement (regardless of the fact that it is
acting for another person). Each Placee agrees that the provisions of this
paragraph shall survive the resale of the Placement Shares by or on behalf of
any person for whom it is acting;

37.            (a) it and any person acting on its behalf is
entitled to acquire the Placement Shares under the laws of all relevant
jurisdictions which apply to it; (b) it has paid any issue, transfer or other
taxes due in connection with its participation in any territory; (c) 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 Lead Manager or the Co-Manager, the Company or any of their
respective affiliates or any of their respective Representatives acting in
breach of the legal or regulatory requirements of any jurisdiction in
connection with the Placement; and (d) the acquisition of the Placement Shares
by it or any person acting on its behalf will be in compliance with applicable
laws and regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;

38.            it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the Placement and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;

39.            it (and any person acting on its behalf) has the
funds available to pay for the Placement Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the Placement Shares allocated to it in
accordance with the terms and conditions of this Announcement (including this
Appendix) on the due time and date set out herein, failing which the relevant
Placement Shares may be placed with other persons or sold as the Co-Manager
may in its absolute discretion determine and without liability to such Placee,
and it will remain liable for any amount by which the net proceeds of such
sale falls short of the product of the Placement Price and the number of
Placement Shares allocated to it and may be required to bear any stamp duty or
stamp duty reserve tax or other similar taxes (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 Placee's Placement Shares
on its behalf;

40.            its allocation (if any) of Placement Shares will
represent a maximum number of Placement Shares which it will be entitled, and
required, to acquire, and that the Co-Manager or the Company may call upon it
to acquire a lower number of Placement Shares (if any), but in no event in
aggregate more than the aforementioned maximum;

41.            neither the Lead Manager nor the Co-Manager nor any
of their respective affiliates nor any of their respective Representatives nor
any person acting on behalf of any of them, are making any recommendations to
it or advising it regarding the suitability or merits of any transactions it
may enter into in connection with the Placement and participation in the
Placement is on the basis that it is not and will not be a client of any of
the Lead Manager or the Co-Manager and the Lead Manager and the Co-Manager
have no duties or responsibilities to it for providing the protections
afforded to their respective clients or customers or for giving advice in
relation to the Placement nor in respect of any representations, warranties,
undertakings or indemnities contained in the Placement Agreements nor for the
exercise or performance of any of their rights and obligations thereunder
including any rights to waive or vary any conditions or exercise any
termination right. In addition, it acknowledges and agrees that neither the
Lead Manager or the Co-Manager nor their affiliates are acting for the Company
with respect to the Placement and will have no responsibilities, duties or
liabilities, whether direct or indirect, whether arising in tort, contract or
otherwise in connection with the Placement or to any person in connection with
the Placement;

42.            the person whom it specifies for registration as
holder of the Placement Shares will be (a) itself, or (b) its nominee, as the
case may be. Neither the Lead Manager nor the Co-Manager nor the Company will
be responsible for any liability to stamp duty or stamp duty reserve tax or
other similar taxes resulting from a failure to observe this requirement. Each
Placee and any person acting on behalf of such Placee agrees to indemnify on
an after-tax basis and hold harmless the Company, each of the Lead Manager and
the Co-Manager and their respective affiliates and each of their respective
Representatives in respect of the same on an after-tax basis on the basis that
the Placement Shares will be allotted to the CREST stock account of the Lead
Manager or the Co-Manager (or either one of them) who will hold them as
nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;

43.            it will indemnify, on an after-tax basis, and hold
harmless the Company, each of the Lead Manager and the Co-Manager and their
respective affiliates and their respective Representatives from any and all
costs, claims, liabilities and expenses (including legal fees and expenses)
arising, directly or indirectly, out of or in connection with any breach by it
of the representations, warranties, acknowledgements, agreements and
undertakings in this Appendix and further agrees that the provisions of this
Appendix shall survive after completion of the Placement;

44.            it acknowledges that it irrevocably appoints any
director or authorised signatories of the Co-Manager as its agent for the
purposes 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 Placement Shares agreed to be taken up by it under the
Placement;

45.            in connection with the Placement, any of the Lead
Manager and the Co-Manager and any of their respective affiliates acting as an
investor for their own account may acquire Placement Shares and in that
capacity may acquire, retain, purchase or sell for their own account such New
Ordinary Shares in the Company and any other securities of the Company or
related investments and may offer or sell such securities or other investments
otherwise than in connection with the Placement. Accordingly, references in
this Announcement to shares being issued, offered or placed should be read as
including any issue, offering or placement of such shares in the Company to
the Lead Manager and the Co-Manager or their respective affiliates in such
capacity. In addition, the Lead Manager and the Co-Manager may enter into
financing arrangements and swaps with investors in connection with which the
Lead Manager and the Co-Manager may from time to time acquire, hold or dispose
of such securities of the Company, including the Placement Shares. Neither the
Lead Manager nor the Co-Manager nor their respective affiliates intend to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;

46.            a communication that the transaction or the book is
"covered" (i.e., indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the transaction and securities will
be fully distributed by the Lead Manager and the Co-Manager. The Lead Manager
and the Co-Manager reserve the right to take up a portion of the securities in
the Placement as a principal position at any stage at their sole discretion,
inter alia, to take account of the Company's objectives, MiFID II requirements
and/or their allocation policies;

47.            its commitment to acquire Placement Shares on the
terms set out in this Announcement (including this Appendix) and in the
contract note or trade confirmation will continue notwithstanding any
amendment that may in the future be made to the terms and conditions of the
Placement 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 Co-Manager's
conduct of the Placement;

48.            neither the Company nor the Co-Manager owes any
fiduciary or other duties to any Placee in respect of any acknowledgements,
confirmations, representations, warranties, undertakings or indemnities in the
Placement Agreements;

49.            it understands and agrees that it may not rely on
any investigation that any of the Lead Manager or the Co-Manager or any person
acting on its behalf may or may not have conducted with respect to the Company
and its affiliates, the Placement Shares or the Placement and the Lead Manager
and the Co-Manager have not made any representation or warranty to it, express
or implied, with respect to the suitability or merits of any transactions it
may enter into in connection with the Placement, or as to the condition,
financial or otherwise, of the Company and its affiliates, or as to any other
matter relating thereto, and no information has been prepared by, or is the
responsibility of, the Lead Manager and the Co-Manager for the purposes of the
Placement;

50.            acknowledges and agrees that time is of the essence
as regards its obligations under this Appendix;

51.            these terms and conditions and any agreements
entered into by it pursuant to these terms and conditions (including any
non-contractual obligations arising out of or in connection with such
agreements) shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
agreements and such non-contractual obligations, except that enforcement
proceedings in respect of the obligation to make payment for the Placement
Shares (together with any interest chargeable thereon) may be taken by the
Co-Manager in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised stock
exchange; and

52.            the Company, the Lead Manager and the Co-Manager and
their respective affiliates and their respective Representatives and others
will rely upon the truth and accuracy of the acknowledgements,
representations, warranties, indemnities, undertakings and agreements set
forth herein and which are given to each of the Lead Manager and the
Co-Manager on its own behalf and on behalf of the Company and are irrevocable
and it irrevocably authorises the Company and the Lead Manager and Co-Manager
to produce this Announcement, pursuant to, in connection with, or as may be
required by any applicable law or regulation, administrative or legal
proceeding or official inquiry with respect to the matters set forth herein.
It agrees that if any of the acknowledgements, representations, warranties,
undertakings and agreements made in connection with its subscribing and/or
acquiring of Placement Shares is no longer true or accurate, it shall promptly
notify the Company and the Co-Manager.

The agreement to allot and issue Placement Shares to Placees (or the persons
for whom Placees are contracting as nominee or agent) free of stamp duty and
stamp duty reserve tax relates only to their allotment and issue to Placees,
or such persons as they nominate as their agents, direct from the Company for
the Placement Shares in question. Such agreement is subject to the
representations, warranties and further terms above and assumes, and is based
on the warranty and representation from each Placee, that the Placement Shares
are not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer the Placement Shares into a clearance
service. If there are any such arrangements, or the settlement relates to any
other dealing in the Placement Shares, stamp duty or stamp duty reserve tax or
other similar taxes may be payable, for which neither the Company nor the Lead
Manager and the Co-Manager will be responsible and each Placee shall indemnify
on an after-tax basis and hold harmless the Company, the Lead Manager and the
Co-Manager and their respective affiliates and their respective
Representatives for any stamp duty or stamp duty reserve tax or other similar
tax paid or otherwise payable by them in respect of any such arrangements or
dealings. If this is the case, each Placee should seek its own advice and
notify the Co-Manager accordingly.

Neither the Company nor the Lead Manager and the Co-Manager is liable to bear
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 in or outside the United Kingdom
by any Placee or any other person on a Placee's acquisition of any Placement
Shares or the agreement by a Placee to acquire any Placement Shares. Each
Placee agrees to indemnify on an after-tax basis and hold harmless the
Company, each of the Lead Manager and the Co-Manager and their respective
affiliates and their respective Representatives from any and all interest,
fines or penalties in relation to any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax
liabilities arise and notify the Co-Manager accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and
agrees that the Lead Manager and the Co-Manager and/or any of their respective
affiliates may, at their absolute discretion, agree to become a Placee in
respect of some or all of the Placement Shares. Each Placee acknowledges and
is aware that the Lead Manager and the Co-Manager are receiving a fee in
connection with their role in respect of the Placement as detailed in the
Placement Agreements. When a Placee or person acting on behalf of the Placee
is dealing with the Co-Manager any money held in an account with the
Co-Manager 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 rules and
regulations of the FCA made under FSMA. The 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 Co-Manager 's money
in accordance with the client money rules and will be used by the Co-Manager
in the course of its own business; and the Placee will rank only as a general
creditor of the Co-Manager.

The rights and remedies of the Lead Manager and the Co-Manager and the Company
under these terms and conditions are in addition to any rights and remedies
which would otherwise be available to each of them and the exercise or partial
exercise of one will not prevent the exercise of others.

All times and dates in this Announcement may be subject to amendment by the
Co-Manager (in its absolute discretion). The Co-Manager shall notify the
Placees and any persons acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any of the Lead Manager and the Co-Manager or their respective
affiliates or their respective Representatives pursuant to this Announcement
where the payment (or any part thereof) is chargeable to any tax, a basis such
that the amount so payable shall be increased so as to ensure that after
taking into account any tax chargeable (or which would be chargeable but for
the availability of any relief unrelated to the loss, damage, cost, charge,
expense or liability against which the indemnity is given on such amount
(including on the increased amount)) there shall remain a sum equal to the
amount that would otherwise have been so payable.

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