REG - Pulsar Helium Inc. - EQUITY FUNDRAISING OF APPROXIMATELY US$10 MILLION

Pulsar HeliumAnnouncement

19/02/2026 17:00

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RNS Number : 7271T  Pulsar Helium Inc.  19 February 2026

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN OR THE
REPUBLIC OF SOUTH AFRICA OR TO BE TRANSMITTED, DISTRIBUTED TO, OR SENT BY, ANY
NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE
LOCAL SECURITIES LAWS OR REGULATIONS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE COMPANY IN ANY JURISDICTION WHERE
TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX WHICH CONTAINS
THE TERMS AND CONDITIONS OF THE PLACING (AS DEFINED BELOW).

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("UK MAR"), AS
IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018, AND REGULATION (EU) NO. 596/2014 ON MARKET ABUSE ("EU MAR"). UPON
THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE
TO BE IN POSSESSION OF INSIDE INFORMATION.

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION
IN THE UNITED STATES.

NEWS RELEASE | February 19, 2026 | CASCAIS, PORTUGAL

PULSAR HELIUM ANNOUNCES EQUITY FUNDRAISING OF APPROXIMATELY US$10 MILLION

Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) ("Pulsar" or the
"Company"), a primary helium company, is pleased to announce that it intends
to conduct an equity fundraising (the "Placing") to raise gross proceeds of
approximately US$10.0 million (approximately £7.4 million / CAD$13.7 million)
at a price of £0.80 (approximately CAD$1.47) per common share in the Company
(the "Issue Price").

 

The Placing will be conducted by way of an accelerated bookbuild process
managed by OAK Securities as exclusive bookrunner. The bookbuild will be
launched immediately following this announcement in accordance with the terms
and conditions set out in the Appendix to the Announcement.  The timing of
the closing of the bookbuild and allocations are at the absolute discretion of
OAK Securities and the Company.  It is currently envisaged that the result of
bookbuild will be announced by the Company at approximately 07:00 (UK time) on
February 20, 2026. The final number of new common shares in the Company to be
placed at the Issue Price ("Placing Shares") will be determined at the close
of the bookbuild.

 

·    The Company intends to use the net proceeds of the Placing primarily
to advance Pulsar's flagship Topaz helium project in Minnesota, USA

·    A total of six appraisal wells have been drilled at Topaz (the sixth
still in progress), all of which intersected pressurized gas, representing a
100% success rate to date and supporting the geological model for the project

·    Exploration and appraisal work to date has identified concentrations
of helium-3, a rare isotope of helium with strategic applications in national
security, quantum computing and advanced energy technologies, providing
additional potential upside. The presence of helium-3 has been independently
confirmed by two U.S. Federal laboratories

 

Use of proceeds and timetable

 

Net proceeds received pursuant to the Placing will be used to advance Pulsar's
flagship Topaz helium project in Minnesota, USA, to progress the Falcon
Project in Michigan, and for general working capital purposes. At Topaz, the
Company intends to undertake extended well testing and reservoir evaluation;
conduct an additional seismic survey to enhance structural interpretation and
reservoir modelling; consolidate and expand its mineral and leasehold
interests; update the independent resource estimate; and complete a
pre-feasibility study for integrated helium and CO₂ production. The Company
also intends to place deposits on certain long-lead processing equipment for
the contemplated helium recovery and CO₂ capture facility. In addition, a
portion of the proceeds is expected to support geophysical, geochemical and
related exploration activities at the Falcon Project. The Company intends to
utilise the proceeds of the Placing as follows:

 Workstream                                                                  Expected expenditure (US$m)

 Extended well testing and reservoir evaluation at the Topaz Project         1.0
 Seismic acquisition and interpretation at the Topaz Project                 1.5
 Land acquisition at the Topaz Project                                       1.0
 Resource update for the Topaz Project                                       0.2
 Completion of a pre-feasibility study for integrated helium and CO(2)       1.0
 production for the Topaz Project
 Long-lead processing equipment procurement at the Topaz Project             2.5
 Geophysical and geochemical surveys at the Company's Falcon Project in      1.0
 Michigan's Upper Peninsula
 General working capital and corporate purposes, including costs associated  1.8
 with the Placing

 

Closing of the Placing (and associated admission to trading on AIM of the
Placing Shares) is anticipated to occur on or about February 27, 2026
("Closing"), subject to the satisfaction of certain conditions, including, but
not limited to, the receipt of all necessary regulatory and other approvals.

 

Additional information

 

The Placing will be conducted pursuant to Pulsar's Canadian base shelf
prospectus dated February 11, 2026 (the "Base Shelf Prospectus"), a copy of
which is available on the Company's profile on SEDAR+ at www.sedarplus.ca
(http://www.sedarplus.ca) .  A prospectus supplement (the "Prospectus
Supplement") relating to the Placing will be filed on SEDAR+ later today.  As
the Prospectus Supplement and the Base Shelf Prospectus qualify the
distribution of the Placing Shares sold pursuant to the Placing, the Placing
Shares will not be subject to any resale restrictions in Canada.  Such
documents are not prospectuses for the purposes of the FCA's Prospectus Rules:
Admission to Trading on a Regulated Market sourcebook.

 

The securities described herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), or any United States state securities laws, and may not be offered or
sold in the United States or to, or for the account or benefit of, United
States persons absent registration or any available exemption from the
registration requirements of the U.S. Securities Act and applicable United
States state securities laws. This press release does not constitute an offer
to sell or a solicitation of an offer to buy nor shall there be any sale of
the securities in any jurisdiction in which such offer, solicitation or sale
would be unlawful.

 

Pulsar has appointed OAK Securities (a trading name of Merlin Partners LLP),
to act as the Company's exclusive bookrunner and placement agent in connection
with the Placing pursuant to a placing agreement. Subject to and conditional
on Admission, OAK Securities will be paid an advisory fee of £20,000, payable
in cash and a cash commission in an amount equal to six per cent (6.0%) of the
gross proceeds raised pursuant to the Placing.  The Company will also issue
OAK Securities warrants (the "Broker Warrants") to subscribe for 6.0% of the
number of Placing Shares placed in the Placing, with such Broker Warrants
being exercisable at a price per share equal to the Issue Price for 12 months
from the date of the closing of the Placing. OAK Securities has the right to
terminate the placing agreement where, at its sole discretion (but in
consultation with the Company), due to a change in market, economic or
financial conditions, the Placing is rendered temporarily or permanently
impracticable or inadvisable.

 

The Placing Shares, when issued and fully paid, will rank pari passu in all
respects with the existing Common Shares in issue and therefore will rank
equally for all dividends or other distributions declared, made or paid after
the issue of the new Placing Shares.

 

Completion of the Placing, is subject to certain closing conditions including,
but not limited to, the receipt of all necessary approvals including receipt
of conditional approval from the TSX-V.

 

 

On behalf Pulsar Helium Inc.

"Thomas Abraham-James"

President, CEO and Director

Further Information:

Pulsar Helium Inc.

connect@pulsarhelium.com (mailto:connect@pulsarhelium.com)

+ 1 (218) 203-5301 (USA/Canada)

+44 (0) 2033 55 9889 (United Kingdom)

https://pulsarhelium.com (https://pulsarhelium.com)

https://ca.linkedin.com/company/pulsar-helium-inc
(https://ca.linkedin.com/company/pulsar-helium-inc) .

OAK Securities*

(Broker and exclusive bookrunner and placement agent in connection with the
Placing)

Jerry Keen / Calvin Man

+44 7432 270007 / +44 7733 117328

+44 20 3973 3678

jerry.keen@oak-securities.com / calvin.man@oak-securities.com

*OAK Securities is the trading name of Merlin Partners LLP, a firm
incorporated in the United Kingdom and regulated by the UK Financial Conduct
Authority.

 

Strand Hanson Limited

(Nominated & Financial Adviser and Joint Broker)

Ritchie Balmer / Rob Patrick

+44 (0)20 7409 3494

 

Yellow Jersey

(Financial PR)

Charles Goodwin / Annabelle Wills

+44 777 5194 357

pulsarhelium@yellowjerseypr.com (mailto:pulsarhelium@yellowjerseypr.com)

 

 

About Pulsar Helium Inc.

Pulsar Helium Inc. is a publicly traded company quoted on the AIM market of
the London Stock Exchange and listed on the TSX Venture Exchange with the
ticker PLSR (Canada), as well as on the OTCQB with the ticker PSRHF (United
States) of America. Pulsar's portfolio consists of its flagship Topaz helium
project in Minnesota, the Falcon project in Michigan (both in the USA), and
the Tunu helium project in Greenland. Pulsar is the first mover in both
locations with primary helium occurrences not associated with the production
of hydrocarbons identified at each.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.

IMPORTANT INFORMATION

OAK Securities (a trading name of Merlin Partners LLP) ("OAK"), which is
authorised and regulated by the Financial Conduct Authority ("FCA") in the
United Kingdom and is acting as bookrunner to the Company and no one else in
connection with the Placing, and OAK will not be responsible to anyone
(including any purchasers of the Placing Shares) other than the Company for
providing the protections afforded to its clients or for providing advice in
relation to the Placing or any other matters referred to in this Announcement.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting as nominated
adviser to the Company in connection with the Placing. The responsibilities of
Strand Hanson as the Company's Nominated Adviser under the AIM Rules for
Companies and the AIM Rules for Nominated Advisers are owed solely to the
London Stock Exchange and are not owed to the Company or to any director or
shareholder of the Company or any other person. Strand Hanson will not be
responsible to any person other than the Company for providing the protections
afforded to clients of Strand Hanson or for providing advice to any other
person in connection with the Placing or any acquisition of shares in the
Company.

This news release does not constitute an offer to sell or a solicitation of an
offer to buy any of the securities in the United States. The securities have
not been and will not be registered under the United States Securities Act of
1933, as amended (the "U.S. Securities Act") or any state securities laws and
may not be offered or sold within the United States or to U.S. Persons unless
registered under the U.S. Securities Act and applicable state securities laws
or an exemption from such registration is available.

Forward-Looking Statements

This news release and the interview contains forward-looking information
within the meaning of Canadian securities legislation (collectively,
"forward-looking statements") that relate to the Company's current
expectations and views of future events. Any statements that express, or
involve discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always, through
the use of words or phrases such as "will likely result", "are expected to",
"expects", "will continue", "is anticipated", "anticipates", "believes",
"estimated", "intends", "plans", "forecast", "projection", "strategy",
"objective" and "outlook") are not historical facts and may be forward-looking
statements. Forward-looking statements herein include, but are not limited to,
statements relating relating to the expected date of Closing of the Placing
and the expected use of net proceeds of the Placing. Forward-looking
statements may involve estimates and are based upon assumptions made by
management of the Company, including, but not limited to, the Company's
capital cost estimates, management's expectations regarding the availability
of capital to fund the Company's future capital and operating requirements and
the ability to obtain all requisite regulatory approvals.

No reserves have been assigned in connection with the Company's property
interests to date, given their early stage of development. The future value of
the Company is therefore dependent on the success or otherwise of its
activities, which are principally directed toward the future exploration,
appraisal and development of its assets, and potential acquisition of property
interests in the future. No un-risked Contingent and Prospective Helium
Volumes have been defined at the Tunu Project. However, estimating helium
volumes is subject to significant uncertainties associated with technical data
and the interpretation of that data, future commodity prices, and development
and operating costs. There can be no guarantee that the Company will
successfully convert its helium volume to reserves and produce that estimated
volume. Estimates may alter significantly or become more uncertain when new
information becomes available due to for example, additional drilling or
production tests over the life of field. As estimates change, development and
production plans may also vary. Downward revision of helium volume estimates
may adversely affect the Company's operational or financial performance.

Helium volume estimates are expressions of judgement based on knowledge,
experience and industry practice. These estimates are imprecise and depend to
some extent on interpretations, which may ultimately prove to be inaccurate
and require adjustment or, even if valid when originally calculated, may alter
significantly when new information or techniques become available. As further
information becomes available through additional drilling and analysis the
estimates are likely to change. Any adjustments to volume could affect the
Company's exploration and development plans which may, in turn, affect the
Company's performance. The process of estimating helium resources is complex
and requires significant decisions and assumptions to be made in evaluating
the reliability of available geological, geophysical, engineering, and
economic date for each property. Different engineers may make different
estimates of resources, cash flows, or other variables based on the same
available data.

Forward-looking statements are subject to a number of risks and uncertainties,
many of which are beyond the Company's control, which could cause actual
results and events to differ materially from those that are disclosed in or
implied by such forward- looking statements. Such risks and uncertainties
include, but are not limited to, that Pulsar may be unsuccessful in drilling
commercially productive wells; the uncertainty of resource estimation;
operational risks in conducting exploration, including that drill costs may be
higher than estimates ; commodity prices; health, safety and environmental
factors; and other factors set forth above as well as risk factors included in
the Company's Annual Information Form dated February 3, 2026 for the year
ended September 30, 2025 found under Company's profile on Sedarplus.ca.

Forward-looking statements contained in this news release are as of the date
of this news release, and the Company undertakes no obligation to update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise, except as may be required by law. New factors
emerge from time to time, and it is not possible for the Company to predict
all of them or assess the impact of each such factor or the extent to which
any factor, or combination of factors, may cause results to differ materially
from those contained in any forward-looking statement. No assurance can be
given that the forward-looking statements herein will prove to be correct and,
accordingly, investors should not place undue reliance on forward-looking
statements. Any forward-looking statements contained in this news release are
expressly qualified in their entirety by this cautionary statement.

 

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

 

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT DOES
NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OF ANY SECURITIES
IN THE COMPANY.

 

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

 

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

 

These Terms and Conditions do not constitute an offer or invitation to
acquire, underwrite or dispose of, or any solicitation of any offer or
invitation to acquire, underwrite or dispose of, any new Common Shares or
other securities of the Company to any person in any jurisdiction to whom it
is unlawful to make such offer, invitation or solicitation in such
jurisdiction. Persons who seek to participate in the Placing ("Placees") must
inform themselves about and observe any such restrictions and must be persons
who are able to lawfully receive this Announcement in their jurisdiction. In
particular, these Terms and Conditions do not constitute an offer or
invitation (or a solicitation of any offer or invitation) to acquire,
underwrite or dispose of or otherwise deal in any new Common Shares or other
securities of the Company in the United States of America, its territories and
possessions ("United States"), Australia, Japan, Republic of Ireland or the
Republic of South Africa or in any other jurisdiction in which any such offer,
invitation or solicitation is or would be unlawful ("Restricted
Jurisdiction").

 

The new Placing Shares to be issued pursuant to the Placing (the "Placing
Shares") have not been, and will not be, registered under the United States
Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold, taken
up, renounced, delivered or transferred, directly or indirectly, in the United
States or to or by a person resident in or for the account of any person in
the United States absent registration under the Securities Act or pursuant to
an available 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.

 

No public placing of the Placing Shares is being made in the United Kingdom or
elsewhere. Members of the public are not eligible to take part in the Placing
and no public placing of Placing Shares is being or will be made. This
Announcement and the terms and conditions set out and referred to in it are
directed only at persons selected by OAK Securities who are (a) if in the
United Kingdom, persons who (i) have professional experience in matters
relating to investments falling within article 19(1) of The Financial Services
and Markets Act (Financial Promotion) Order 2005, as amended ("FPO") and who
fall within the definition of 'investment professionals' in article 19(5) of
the FPO or fall within the definition of 'high net worth companies,
unincorporated associations etc.' in article 49(2)(a) to (d) of the FPO and
(ii) are 'qualified investors' being persons within the meaning of paragraph
15 of Part 2 of Schedule 1 of the Public Offers and Admissions to Trading
Regulations 2024  (the "POATR") ("UK Qualified Investors") (b) if in a member
state of the European Economic Area ("EEA"), persons who are 'qualified
investors' ("EEA Qualified Investors") being persons falling within the
meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) (the "EU
Prospectus Regulation"); or (c) persons to whom it may otherwise lawfully be
communicated (all such persons referred to in (a), (b) and (c) together being
referred to as "Relevant Persons").

 

No action has been taken by the Company, OAK Securities, or any of their
respective directors, officers, partners, agents, employees or affiliates that
would permit an offer of the Placing Shares or possession or distribution of
this Announcement or any other publicity material relating to such Placing
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement.

 

This Announcement does not itself constitute an offer for sale or subscription
of any securities in the Company. This Announcement and the terms and
conditions set out herein must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to which this
Announcement relates is available only to Relevant Persons and will be engaged
in only with Relevant Persons. Distribution of this Announcement in certain
jurisdictions may be restricted or prohibited by law. Persons distributing
this announcement must satisfy themselves that it is lawful to do so.

 

All offers of the Placing Shares will be made under an exception to the
prohibition on offers to the public under the POATR, and also pursuant to an
exemption under the FCA's Prospectus Rules: Admission to Trading on a
Regulated Market sourcebook ("PRM") and the EU Prospectus Regulation from the
requirement to produce a prospectus. No offering document or prospectus has
been or will be prepared in relation to the Placing and no such prospectus is
required (in accordance with the EU Prospectus Regulation or the PRM) to be
published or submitted to be approved by the Financial Conduct Authority
("FCA") and Placees' commitments will be made solely on the basis of the
information contained in this Announcement. In the United Kingdom, this
Announcement is being directed solely at and distributed and communicated
solely to persons in circumstances in which section 21(1) of the Financial
Services and Markets Act 2000 (as amended) does not apply.

 

These Terms and Conditions apply to Placees, each of whom confirms his or its
agreement, whether by telephone or otherwise, with OAK Securities, the sole
broker, to subscribe and pay for Placing Shares in the Placing, and hereby
agrees with OAK Securities and the Company to be legally and irrevocably bound
by these Terms and Conditions which will be the Terms and Conditions on which
the Placing Shares will be acquired in the Placing and each such Placee is
deemed to have read and understood this Announcement in its entirety
(including this Appendix) and to be providing the representations, warranties,
undertakings, agreements and acknowledgements contained in this Appendix.

 

These Terms and Conditions must not be acted on or relied on by persons who
are not Relevant Persons. Any investment or investment activity to which the
Terms and Conditions set out herein relates is available only to Relevant
Persons and will be engaged in only with Relevant Persons. A Placee may not
assign, transfer, or in any manner, deal with its rights or obligations under
the agreement arising from the acceptance of the Placing, without the prior
written agreement of OAK Securities or in accordance with all relevant
requirements.

 

All times and dates in this Appendix are references to times and dates in
London (United Kingdom).

 

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

 

OAK Securities is a trading name of Merlin Partners LLP, which is authorised
and regulated by the FCA in the United Kingdom. OAK Securities is acting
exclusively for the Company and for no one else in connection with the Placing
and will not be responsible to anyone other than the Company for providing the
protections afforded to clients of OAK Securities or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.

 

Save for the responsibilities and liabilities, if any, of OAK Securities under
FSMA or the regulatory regime established thereunder or in respect of
fraudulent misrepresentation, no representation or warranty, express or
implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by or on behalf of OAK Securities or by its
affiliates, agents, directors, officers and employees as to, or in relation
to, the accuracy or completeness of this Announcement or any other written or
oral information made available to or publicly available to any interested
party or its advisers, and any liability therefor is expressly disclaimed.

 

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX,
BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.

 

Persons who are invited to and who choose to participate in the Placing, by
making an oral or written offer to acquire Placing Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Placing
Shares is given, will be deemed to have read and understood this Announcement
in its entirety and to be making such offer on these Terms and Conditions, and
to be providing the representations, warranties, acknowledgements and
undertakings, contained in this Appendix. In particular, each such Placee
represents, warrants and acknowledges that:-

 

i.  it is a Relevant Person (as defined above) and undertakes that it will
acquire, hold, manage or dispose of any Placing Shares that are allocated to
it for the purposes of its business;

 

ii.  it is acquiring the Placing Shares for its own account or for an account
with respect to which it exercises sole investment discretion;

 

iii.  if it is in the United Kingdom and/or if it is a financial
intermediary, , any Placing Shares acquired by it in the Placing will not be
acquired or subscribed for on a non-discretionary basis on behalf of, nor will
they be acquired or subscribed for with a view to their offer or resale to
persons in the United Kingdom other than to UK Qualified Investors or in
circumstances which may give rise to an offer of securities to the public
other than an offer or resale in the United Kingdom to UK Qualified Investors,
or in circumstances in which the prior consent of OAK Securities has been
given to each such proposed offer or resale; and

 

iv.  if it is in a member state of the EEA and/or if it is a financial
intermediary, as that term is used in Article 5(1) of the EU Prospectus
Regulation, any Placing Shares acquired or subscribed for by it in the Placing
will not be acquired on a non-discretionary basis on behalf of, nor will they
be acquired or subscribed for with a view to their offer or resale to persons
in any member state of the EEA other than to EEA Qualified Investors or 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 EEA Qualified
Investors, or in circumstances in which the prior consent of OAK Securities
has been given to each such proposed offer or resale.

 

OAK Securities does not make any representation to any Placees regarding an
investment in the Placing Shares.

 

In this Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) by whom or on whose
behalf a commitment to take up Placing Shares has been given and who has been
invited to participate in the Placing by OAK Securities.

 

All obligations of OAK Securities under the Placing will be subject to
fulfilment of the conditions referred to in this Announcement, including
(without limitation) those referred to below under 'Conditions of the
Placing'.

 

Information to Distributors

 

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK 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 Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the Placing Shares are: (i)
compatible with an end target market of 'retail investors' and investors who
meet the criteria of 'professional clients' and 'eligible counterparties',
each as defined in the FCA Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment").

 

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/or any
equivalent requirements elsewhere to the extent determined to be applicable,
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 Placing
Shares have been subject to a product approval process, which has determined
that the Placing Shares are: (i) compatible with an end target market of
'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" and, together with the UK
Target Market Assessment, the "Target Market Assessments").

 

Notwithstanding the Target Market Assessments, distributors should note that:
the price of the Placing Shares may decline and investors could lose all or
part of their investment; the Placing Shares offer no guaranteed income and no
capital protection; and an investment in the Placing Shares is compatible only
with investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom.  The Target Market Assessments are 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
Target Market Assessments, OAK Securities will only procure investors who meet
the criteria of 'professional clients' or 'eligible counterparties'.

 

For the avoidance of doubt, the Target Market Assessments do 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 (for the purposes of the UK Target Market Assessment) or MiFID II
(for the purposes of the EU Target Market Assessment); or (b) a recommendation
to any investor or group of investors to invest in, or purchase, or take any
other action whatsoever with respect to the Placing Shares.

 

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

 

Timetable for the Placing

 

Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Placing. It is possible that some of these dates
may be changed.  The Placing Shares will be admitted to trading on February
27, 2026 subject to the satisfaction of certain conditions, including, but not
limited to, the receipt of all necessary regulatory and other approvals.

 

Terms of the Placing

 

OAK Securities has, prior to the notification of this Announcement to the RNS,
entered into the Placing Agreement with the Company under which OAK Securities
has undertaken, on the terms and subject to the conditions set out therein, to
use its reasonable endeavours as agent of the Company, to procure Placees for
the Placing Shares. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Placing.

 

Each Placee's commitment to subscribe for Placing Shares under the Placing and
to participate in the Bookbuild (as defined below) will be agreed (by email,
orally or otherwise) with OAK Securities and such agreement will constitute a
binding irrevocable commitment by a Placee, subject to the Terms and
Conditions set out in this Appendix, to subscribe for and pay for Placing
Shares at the Issue Price. Such commitment is not capable of variation,
termination or rescission by the Placee in any circumstances except fraud.
Upon such agreement, each Placee has an immediate, separate, irrevocable and
binding obligation owed to OAK Securities, as agent for the Company, to pay
OAK Securities (or as it may direct) in cleared funds an amount equal to the
product of the Issue Price and the total number of Placing Shares such Placee
has agreed to subscribe for in the Placing. All such obligations are entered
into by the Placee with OAK Securities, acting in its capacity as agent of the
Company, and are therefore directly enforceable by the Company.

 

Each Placee's allocation of Placing Shares will be agreed between OAK
Securities and the Company and will be confirmed by email or orally to each
Placee by OAK Securities (as agent for the Company) as soon as possible
following the closing of the Bookbuild and confirmed in writing, including the
aggregate amount owed by such Placee to OAK Securities and settlement
instructions ("Contract Confirmation"). The confirmation to such Placee by OAK
Securities (as agent for the Company) constitutes an irrevocable legally
binding commitment upon that person (who will at that point become a Placee)
in favour of OAK Securities and the Company to subscribe for the number of
Placing Shares allocated to it at the Issue Price on the terms and conditions
set out in this Appendix and in accordance with the Company's articles of
association. All obligations under the Placing will be subject to fulfilment
of the conditions referred to below under 'Conditions of the Placing' and to
the Placing not being terminated on the basis referred to below under 'Right
to terminate the Placing Agreement'. By participating in Placing, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.

 

OAK Securities and its affiliates are entitled to enter bids as principal in
the Placing.

 

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

 

The Company confirms that the Placing Shares will when issued, subject to the
constitution of the Company, rank pari passu in all respects and form one
class with the existing Common Shares of the Company in issue as at the date
of this announcement, including the right to receive dividends or other
distributions after the date of issue of the Placing Shares, if any. The
Placing Shares are or will be issued free of any encumbrance, lien or other
security interest.

 

Applications for Admission

 

The Company will apply for admission of the Placing Shares to trading on AIM
to become effective on or around February 27, 2026.

 

Bookbuild

 

The Placing will be conducted through an accelerated bookbuilding process (the
"Bookbuild" or the "Bookbuilding Process"), which will be launched immediately
following this Announcement. The timing of the closing of the Bookbuild and
allocations are at the absolute discretion of OAK Securities and the Company.
It is currently envisaged that the result of the Bookbuilding Process will be
announced via RNS on February 20, 2026 at or around 07:00 (UK time).

 

Scaling back

 

OAK Securities (after consulting with the Company) reserves the right to scale
back the number of Placing Shares to be subscribed by any Placee or the number
of Placing Shares to be subscribed for by all Placees in aggregate. OAK
Securities also reserves the right not to offer allocations of Placing Shares
to any person and not to accept offers to subscribe for Placing Shares or to
accept such offers in part rather than in whole.  OAK Securities shall be
entitled to effect the Placing by such alternative method to the Bookbuild as
it shall in its sole discretion lawfully determine in the exercise of its
appointment and the powers, authority and discretion conferred on it as the
sole broker.

 

To the fullest extent permissible by law, neither OAK Securities nor any
holding company of OAK Securities, nor any subsidiary, branch or affiliate of
any of OAK Securities (each an "Affiliate") nor any person acting on behalf of
any of the foregoing shall have any liability to Placees (or to any other
person whether acting on behalf of a Placee or otherwise). In particular,
neither OAK Securities, nor any of its Affiliates nor any person acting on
behalf of any such person shall have any liability to Placees in respect of
its conduct of the Placing.

 

Placing Agreement

 

Pursuant to the Placing Agreement, OAK Securities has agreed on behalf of and
as agent of the Company to use its reasonable endeavours to procure persons to
subscribe for the Placing Shares at the Issue Price, subject to these Terms
and Conditions. The Placing will not be underwritten.

 

Conditions of the Placing

 

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

 

The obligations of OAK Securities under the Placing Agreement in respect of
the Placing Shares are conditional, inter alia, on:

i.      the Company allotting the Placing Shares in accordance with the
Placing Agreement;

ii.     the receipt of all necessary approvals including receipt of
conditional approval from the TSX-V; and

iii.    admission to trading on AIM, the market operated by the London
Stock Exchange plc, of the Placing Shares becoming effective on February 27,
2026 or such later date as may be agreed between the Company and the Broker,
being no later than March 16, 2026.

 

If any of the conditions contained in the Placing Agreement ("Conditions") are
not fulfilled by March 16, 2026 the Placing Agreement shall cease and
determine.

 

Right to terminate the Placing Agreement

 

OAK Securities may, in its absolute discretion, terminate the Placing
Agreement, where, at its sole discretion (but in consultation with the
Company), due to a change in market, economic or financial conditions, the
Placing is rendered temporarily or permanently impracticable or inadvisable.

 

The exercise by OAK Securities of a right of termination (or any right of
waiver) exercisable by OAK Securities contained in the Placing Agreement or
the exercise of any discretion under the Terms and Conditions set out herein
is within the absolute discretion of OAK Securities and OAK Securities will
not have any liability to Placees whatsoever in connection with any decision
to exercise or not exercise any such rights.

 

By accepting the Placing Shares referred to in the Announcement to which this
Appendix is annexed, each Placee agrees that, without having any liability to
such Placee, OAK Securities may exercise the right: (i) to extend the time for
fulfilment of any of the conditions in the Placing Agreement (provided that
Placees' commitments are not extended beyond the Long Stop Date); (ii) to, in
their absolute discretion, waive, in whole or in part, fulfilment of certain
of the conditions (but not including Admission); or (iii) to terminate the
Placing Agreement, in each case without consulting Placees (or any of them).

 

If any of the conditions in the Placing Agreement are not satisfied (or, where
relevant, waived), the Placing Agreement is terminated or the Placing
Agreement does not otherwise become unconditional in all respects, the Placing
will not proceed and all funds delivered by Placees to OAK Securities pursuant
to the Placing and this Appendix will be returned to Placees at their risk
(without interest), and Placees' rights and obligations under the Placing
shall cease and determine at such time and no claim shall be made by Placees
in respect thereof.

 

Registration and Settlement

 

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

 

Settlement of transactions in the Placing Shares (ISIN: CA7459321039)
following Admission will take place on a delivery versus payment basis in
accordance with the instructions set out in the trade confirmation within the
CREST system ("CREST") (subject to certain exceptions). OAK Securities
reserves the right to require settlement for, and delivery of, the Placing
Shares (or a portion thereof) to Placees by such other means that it may deem
necessary if delivery or settlement is not possible or practicable within
CREST within the timetable set out in the Announcement or would not be
consistent with the regulatory requirements in the jurisdiction of any Placee.
In order to enable Placees to settle their securities through CREST, the
Company has appointed Computershare Investor Services Plc to act as a
depositary (the "Depositary") to hold the Placing Shares and issue
dematerialised depositary interests representing the underlying Placing Shares
("Depositary Interests"). The Depositary will hold the Placing Shares on trust
for the relevant shareholders and this trust relationship is documented in a
deed poll previously executed by the Depositary (the "Deed Poll"). The Deed
Poll set(s) out the procedure for holders of Depositary Interests to vote at
general meetings and to exercise other procedural shareholder rights, which
will be transferred to the Depositary with the Placing Shares. The Depositary
Interests will be independent English securities and will be held on a
register maintained by the Depositary. The Depositary Interests will have the
same security code and ISIN number as the underlying Placing Shares which they
represent and will not require a separate admission to AIM.

 

Following despatch of Contract Confirmations, Placees will be required to
confirm by email to OAK Securities (as agent for the Company) the CREST
account details in their names or in the names of their CREST nominees to
which their Placing Shares should be credited.

 

It is expected that settlement for Placing Shares will take place at 8.00 a.m.
on February 27, 2026 unless otherwise notified by OAK Securities.

 

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 2
percentage points above the base rate of Barclays Bank Plc as determined by
OAK Securities, with interest compounded on a daily basis.

 

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

 

If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that the Contract Confirmation is copied and delivered
immediately to the relevant person within that organisation.

 

The Company confirms that, insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person for whom a
Placee is contracting as agent or that of a nominee for such person, such
Placing Shares should, subject as provided below, be so registered free from
any liability to UK stamp duty or stamp duty reserve tax or securities
transfer tax.

 

Placees will not be entitled to receive any fee or commission in connection
with the Placing.

 

Further Terms, Confirmations and Warranties

 

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably makes the following confirmations,
acknowledgements, representations, warranties and/or undertakings (as the case
may be) to OAK Securities (in its capacity as sole broker and as agent of the
Company) and the Company and their respective directors, agents and advisers,
in each case as a fundamental term of its offer to acquire and subscribe for
Placing Shares:

1.    each Placee confirms, represents and warrants that it has read and
understood the Announcement (including this Appendix) in its entirety and
acknowledges that its Placing participation will be governed by the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings in this Appendix;

2.    each Placee acknowledges and agrees that its Placing participation on
the Terms and Conditions set out in this Appendix is legally binding,
irrevocable and is not capable of termination or rescission by such Placee in
any circumstances and that it has the funds available to pay the Issue Price
in respect of the Placing Shares for which it has given a commitment under the
Placing;

3.    each Placee confirms, represents and warrants that it has not relied
on, received or requested nor does it have any need to receive, any
prospectus, offering memorandum, listing particulars, or any other document
(other than the announcement of which this Appendix forms part), any
information given or any representations, warranties, agreements or
undertakings (express or implied), written or oral, or statements made at any
time by the Company or OAK Securities or by any subsidiary, holding company,
branch or associate of the Company or any of OAK Securities or any of their
respective officers, directors, agents, employees or advisers, or any other
person in connection with the Placing, the Company and its subsidiaries or the
Placing Shares and that in making its application under the Placing it is
relying solely on the information contained in the Announcement and this
Appendix and it will not be relying on any agreements by the Company and its
subsidiaries or OAK Securities, or any director, employee or agent of the
Company or of OAK Securities other than as expressly set out in this Appendix,
for which neither OAK Securities nor any of its directors and/or employees
and/or person(s) acting on their behalf shall to the maximum extent permitted
under law have any liability except in the case of fraud;

4.    each Placee acknowledges that the content of this Announcement and
any information publicly announced to a Regulatory Information Service by or
on behalf of the Company on or prior to the date of this Announcement is
exclusively the responsibility of the Company and that none of OAK Securities,
any of its Affiliates, directors, officers, employees or agents, or any person
acting on behalf of any of them 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 and will not be liable for any Placee's decision to
participate in the Placing based on any information, representation or
statement contained in this Announcement, any information previously 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 subscribe for the
Placing Shares is contained in this Announcement, any information publicly
announced to a Regulatory Information Service by or on behalf of the Company
on or prior to the date of this Announcement, such information being all that
it deems necessary to make an investment decision in respect of the Placing
Shares, and that it has neither received nor relied on any other information
given or investigations, representations, warranties or statements made by OAK
Securities or the Company, or any of their respective affiliates or any person
acting on behalf of any of them (including in any research report prepared by
any of them) and none of the foregoing persons will be liable for any Placee's
decision to accept an invitation to participate in the Placing based on any
such other information, representation, warranty or statement. 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 Placing and that neither OAK Securities nor any of its
Affiliates have made any representations to it, express or implied, with
respect to the Company, the Placing and the Placing Shares or the truth,
accuracy, completeness or adequacy of any publicly available information about
the Company or any other information that has otherwise been made available to
Placees concerning the Company, whether at the date of publication, the date
of this Announcement or otherwise, and each of them expressly disclaims any
liability in respect thereof. Nothing in this paragraph or otherwise in this
Announcement excludes the liability of any person for fraudulent
misrepresentation made by that person;

5.    each Placee confirms, represents and warrants that it is sufficiently
knowledgeable to understand and be aware of the risks associated with, and
other characteristics of, the Placing Shares and, among others, of the fact
that it may not be able to resell the Placing Shares except in accordance with
certain limited exemptions under applicable securities legislation and
regulatory instruments;

6.    each Placee confirms, represents and warrants, if a company or
partnership, that it is a valid and subsisting company or partnership and has
all the necessary capacity and authority to execute its obligations in
connection with the Placing participation and confirms, represents and
warrants that any person who confirms to OAK Securities on behalf of a Placee
an agreement to subscribe for Placing Shares is duly authorised to provide
such confirmation to OAK Securities;

7.    each Placee agrees that the entry into the Placing Agreement or the
exercise by OAK Securities of any right of termination or any right of waiver
exercisable by OAK Securities contained in the Placing Agreement or the
exercise of any discretion is within the absolute discretion of OAK
Securities, and OAK Securities will not have any liability to any Placee
whatsoever in connection with any decision to exercise or not exercise any
such rights.  Each Placee acknowledges that if: (i) any of the conditions in
the Placing Agreement are not satisfied (or, where relevant, waived); (ii) the
Placing Agreement is terminated; or (iii) the Placing Agreement does not
otherwise become unconditional in all respects; the Placing will lapse and
such Placee's rights and obligations in relation to the Placing shall cease
and determine at such time and no claim shall be made by any Placee in respect
thereof;

8.    each Placee acknowledges and agrees that OAK Securities does not act
for, and that it does not expect OAK Securities to have any duties or
responsibilities towards, such Placee, including, without limitation, for
providing protections afforded to customers or clients of OAK Securities under
the FCA's Conduct of Business Sourcebook or advising such Placee with regard
to its Placing participation and that it is not, and will not be, a customer
or client of Oak Securities as defined by the FCA's Conduct of Business
Sourcebook in connection with the Placing.  Likewise, OAK Securities will not
treat any payment by such Placee pursuant to its Placing participation as
client money and governed by the FCA's Client Assets Sourcebook;

9.    each Placee undertakes and agrees that it will be responsible for any
stamp duty or stamp duty reserve tax or securities transfer tax in relation to
the Placing Shares comprised in its Placing participation and that neither OAK
Securities nor the Company will be responsible for any liability to stamp duty
or stamp duty reserve tax or securities transfer tax in relation to the
Placing Shares comprised in such Placee's Placing participation;

10.  each Placee acknowledges and agrees that the Placing participation
confirmed in writing by email or orally by each Placee to OAK Securities (in
each case as agent for the Company) and further confirmed by the Contract
Confirmation is a legally binding contract between it and OAK Securities and
the Company subject to any scaling back, as described above, in OAK
Securities' absolute discretion and the Terms and Conditions of such Placee's
Placing participation will be governed by, and construed in accordance with,
the laws of England and Wales, to the exclusive jurisdiction of whose courts
such Placee irrevocably agrees to submit;

11.  each Placee agrees that it will ensure delivery and payment is completed
in accordance with the settlement instructions set out in the Contract
Confirmation and acknowledges and agrees that time shall be of the essence as
regards such Placee's obligations pursuant to its Placing participation;

12.  each Placee acknowledges and agrees that it is the responsibility of
such Placee (if it is outside of the United Kingdom) to satisfy itself that,
in doing so, such Placee complies with the laws and regulations of any
relevant territory in connection with its Placing participation and that it
obtains any requisite governmental or other consents and observes any other
applicable formalities;

13.  each Placee acknowledges and agrees that the Announcement does not
constitute an offer to sell, or the solicitation of an offer to subscribe for
or buy, Placing Shares in any jurisdiction in which such an offer or
solicitation is unlawful.  Accordingly, such Placee acknowledges and agrees
that the Placing Shares may not, subject to certain limited exceptions, be
offered or sold, directly or indirectly, in or into the United States, any
province of Australia, Japan, Republic of Ireland or the Republic of South
Africa or offered or sold to, or for the account or benefit of, a national,
citizen or resident of the United States, any province of Australia, Japan,
Republic of Ireland or the Republic of South Africa, in each case subject to
limited exemptions, or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction;

14.  each Placee acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities Act or with any
securities regulatory authority of any state or jurisdiction of the United
States, or the relevant Japanese, Republic of Ireland, Australian or South
African securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into the United
States, Japan, Republic of Ireland, Australia or the Republic of South Africa
or their respective territories and possessions, subject to limited
exemptions, and in the case of the United States, pursuant to an exemption
from, or in a transaction not subject to the registration requirements of the
Securities Act and in compliance with United States securities laws;

15.  each Placee confirms, represents and warrants that it has complied with
all relevant laws of all relevant territories, obtained all requisite
governmental or other consents which may be required, in connection with its
Placing participation and complied with all requisite formalities and paid any
issue, transfer or other taxes due in connection with its offer commitment in
any territory and that it has not taken any action or omitted to take any
action which will or may result in OAK Securities, the Company or any of their
respective directors, officers, agents, employees or advisers acting in breach
of the legal or regulatory requirements of any territory in connection with
the Placing or such Placee's Placing participation;

16.  each Placee confirms, represents and warrants if it is receiving the
Placing in circumstances under which the laws or regulations of a jurisdiction
other than the United Kingdom would apply, that it is a person to whom the
Placing Shares may be lawfully offered under that other jurisdiction's laws
and regulations;

17.  each Placee confirms, represents and warrants if it is a resident in any
EEA state, it is (i) an EEA Qualified Investor; and (ii) a 'professional
client' or an 'eligible counterparty' within the meaning of Article 4(1)(11)
and Article 24(2), (3) and (4), respectively, of Directive 2004/39/EC as
implemented into national law of the relevant EEA state;

18.  each Placee confirms, represents and warrants if it is outside the
United Kingdom, neither this Announcement nor any other Placing, marketing or
other material in connection with the Placing constitutes an invitation, offer
or promotion to, or arrangement with, it or any person whom it is procuring to
subscribe for Placing Shares pursuant to the Placing unless, in the relevant
territory, such offer, invitation or other course of conduct could lawfully be
made to it or such person and such documents or materials could lawfully be
provided to it or such person and Placing Shares could lawfully be distributed
to and subscribed and held by it or such person without compliance with any
unfulfilled approval, registration or other regulatory or legal requirements;

19.  each Placee confirms, represents and warrants if it is a resident in the
UK: (i) it is a UK Qualified Investor and (ii) it is a person of a kind
described in Article 19 and/or Article 49 of the FPO and it understands that
the information contained in this Appendix is only directed at any of the
following: (A) persons falling within Article 19 of the FPO having
professional experience in matters relating to investments; (B) persons
falling within Article 49 of the FPO (including companies and unincorporated
associations of high net worth and trusts of high value); (C) persons falling
within Article 43(2) of the FPO or (D) persons to whom it would otherwise be
lawful to distribute it; and that, accordingly, any investment or investment
activity to which this Appendix relates is available to it as such a person or
will be engaged in only with it as such a person;

20.  each Placee confirms, represents and warrants that it does not have a
registered address in and is not a citizen, resident or national of, any
jurisdiction in which it is unlawful to make or accept an offer of the Placing
Shares and it is not acting on a non-discretionary basis for any such person;

21.  each Placee confirms, represents and warrants that its subscription for
Placing Shares does not trigger, in the jurisdiction in which such Placee is
resident or located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such subscription; (ii)
any disclosure or reporting obligation of the Company; or (iii) any
registration or other obligation on the part of OAK Securities or the Company;

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

23.  each Placee confirms, represents and warrants that it is not investing
with a view to obtaining VCT or EIS relief;

24.  each Placee confirms, represents and warrants it is acting as principal
and for no other person and that its Placing participation will not give any
other person a contractual right to require the issue or sale by the Company
of any Placing Shares;

25.  each Placee confirms, represents and warrants that in accepting its
Placing participation it is not applying for registration as, or as a nominee
or agent for, a person who is or may be a person mentioned in sections 67 to
72 inclusive and sections 93 to 97 inclusive of the UK Finance Act 1986;

26.  each Placee confirms, represents and warrants that, to the extent
applicable to it, it is aware of its obligations in connection with UK MAR, UK
Criminal Justice Act 1993, Terrorism Act 2006, Anti-Terrorism Crime and
Security Act 2001, Money Laundering Regulations, the Proceeds of Crime Act
2002 and the Financial Services and Markets Act 2000 (each as amended), it has
identified its clients in accordance with the Money Laundering, Terrorist
Financing and Transfer of Funds (Information on the Payer) Regulations 2017
and it has complied fully with its obligations pursuant to those Regulations;

27.  each Placee acknowledges and agrees that all times and dates in the
Announcement and the Terms and Conditions set out in this Appendix may be
subject to amendment and that OAK Securities will notify it of any such
amendments;

28.  where it is acquiring the Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account and it has full power to make the acknowledgements, representations
and agreements herein on behalf of each such account;

29.  that if it is a pension fund or investment company, it represents,
warrants and undertakes that its acquisition of Placing Shares is in full
compliance with applicable laws and regulations;

30.  each Placee acknowledges and agrees that no term of the agreement
confirmed by the Contract Confirmation shall be enforceable under the
Contracts (Rights of Third Parties) Act 1999 by any person other than the
Company or OAK Securities or any affiliate of OAK Securities or any
Indemnified Persons (as hereinafter defined);

31.  each Placee acknowledges that any of its monies held or received by OAK
Securities will not be subject to the protections conferred by the Client
Money Rules of the Financial Conduct Authority ("FCA");

32.  each Placee confirms and agrees that, in connection with any permitted
transfer, the Company or OAK Securities will have the right to obtain, as a
condition to such transfer, a legal opinion of counsel, in form and by counsel
satisfactory to the Company or OAK Securities, that no Securities Act
registration is or will be required along with appropriate certifications by
the transferee as to the 'Accredited Investor' status and/or other appropriate
matters;

33.  each Placee confirms, represents and warrants that it has not
distributed, forwarded, transferred or otherwise transmitted the Announcement
or any other presentation or Placing materials concerning the Placing Shares
within the United States, nor will it do any of the foregoing.  Such Placee
further confirms that it understands that the information in the Announcement,
including financial information, may be materially different from any
disclosure that would be provided in a United States placing;

34.  each Placee confirms, represents and warrants that if it has received
any confidential price sensitive information about the Company in advance of
the Placing, it has received such information within the market soundings
regime provided for in article 11 of MAR and associated delegated regulations
and has not: (a) dealt in the securities of the Company; (b) encouraged or
required another person to deal in the securities of the Company; or (c)
disclosed such information to any person, prior to the information being made
publicly available;

35.  each Placee confirms, represents and warrants that, in making its
investment decision with respect to the Placing Shares:

35.1.   it has not relied on the Company or any of its respective affiliates
or on any document published by any of them (other than the Announcement);

35.2.   it has the ability to bear the economic risk of its investment in
the Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;

35.3.   it has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits, risks and suitability of
investing in the Placing Shares, and is able to sustain a complete loss of any
investment in the Placing Shares;

35.4.   it has investigated independently and made its own assessment and
satisfied itself concerning the relevant tax, legal, currency and other
economic considerations relevant to its investment in the Placing Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the
Placing Shares;

35.5.   if it is a 'financial intermediary' in the United Kingdom, , the
Placing Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in the United Kingdom other than to UK
Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to the offer or resale;

35.6.   if it is a 'financial intermediary' in a member state of the EEA, as
that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing
Shares purchased by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired with a view to
their offer or resale to, persons in a member state of the EEA other than to
EEA Qualified Investors, or in circumstances in which the prior consent of OAK
Securities has been given to the offer or resale; and

35.7.   it has not offered or sold and will not offer or sell any Placing
Shares to the public in the United Kingdom or any member state of the EEA
except in circumstances falling within Part 1 of Schedule 1 of the POATR or
the EU Prospectus Regulation which do not result in any requirement for the
publication of a prospectus pursuant to the EU Prospectus Regulation or
contravene regulation 12 of POATR;

36.  each Placee acknowledges and agrees that neither OAK Securities, nor any
of its Affiliates or any person acting on behalf of any of them, is making any
recommendations to it, or advising it regarding the suitability or merits of
any transactions it may enter into in connection with the Placing and that it
is not entitled to the protections afforded to clients of OAK Securities in
connection with the Placing and that neither OAK Securities nor any of its
Affiliates nor any of their respective officers, directors, employees or
advisers shall be liable for any losses (including, without limitation, loss
of profit, loss of business or opportunity and special interest or
consequential losses), damages or costs of the Placee save as a result of
fraud or for death or personal injury;

37.  each Placee acknowledges and agrees the Placing does not constitute a
recommendation or financial product advice and OAK Securities has not had
regard to its particular objectives, financial situation and needs;

38.  each Placee acknowledges that the Company, OAK Securities, CREST, the
Registrar, any transfer agent, any distributors or dealers and their
respective affiliates and others will rely on the truth and accuracy of the
foregoing warranties, acknowledgements, representations, undertakings and
agreements, and agrees to notify the Company and OAK Securities promptly in
writing if any of its warranties, acknowledgements, representations,
undertakings or agreements set out above cease to be accurate and complete and
to indemnify and hold harmless on an after-tax basis the Company, OAK
Securities and any of their respective officers, directors, agents, employees
or advisers ("Indemnified Persons") from and against any and all loss, damage,
liability or expense, including reasonable costs and attorneys' fees and
disbursements, which an Indemnified Person may incur by reason of, or in
connection with, any representation or warranty made by such Placee as set out
above not having been true when made, any misrepresentation made or any
failure by such Placee to fulfil any of its undertakings or agreements set out
above or any other document such Placee provides to the Company or OAK
Securities. Such Placee irrevocably authorises each of the Company and OAK
Securities to produce a copy hereof to any interested party in any
administrative or legal proceeding or official inquiry with respect to the
matters covered hereby;

39.  acknowledges that it irrevocably appoints any member or officer of OAK
Securities as its agent for the purposes of executing and delivering to the
Company and/or the Registrar any documents on its behalf necessary to enable
it to be registered as the holder of any of the Placing Shares agreed to be
taken up by it under the Placing; each Placee acknowledges that the rights and
remedies of OAK Securities 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 right or remedy
will not prevent the exercise of the other rights and/or remedies;

40.  each Placee acknowledges and agrees that its commitment to subscribe for
Placing Shares on the terms set out herein and in the trade confirmation will
continue notwithstanding any amendment that may in future be made to the Terms
and Conditions of the Placing and that Placees will have no right to be
consulted or require that their consent be obtained with respect to the
Company's or OAK Securities's conduct of the Placing;

41.  each Placee acknowledges and agrees that in connection with the Placing,
OAK Securities and any of its Affiliates acting as an investor for its own
account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the Placing.
Accordingly, references in this Announcement to shares being issued, offered
or placed should be read as including any issue, Placing or placement of such
shares in the Company to OAK Securities and any of its Affiliates acting in
such capacity. In addition, OAK Securities may enter into financing
arrangements and swaps with investors in connection with which OAK Securities
may from time to time acquire, hold or dispose of such securities of the
Company, including the Placing Shares. Neither OAK Securities nor any of its
Affiliates intends to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so;

42.  each Placee acknowledges and agrees that none of the Company, the
Directors or any of the Company's advisers give any warranty or undertaking
that any Placing Shares will be eligible for EIS Relief or be regarded as a
'qualifying holding' for VCT relief purposes or that any such reliefs (if
available) will not be withdrawn at a later date;

43.  each Placee authorises and instructs OAK Securities, the Company and
their respective agents to receive and hold any personal data and information
of or belonging to the Placee which is received in relation to the Placing,
and it consents to the lawful use by OAK Securities, the Company and their
respective agents of such data and information for the purposes of the
Placing; and

44.  each Placee undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in accordance with
the Announcement and these Terms and Conditions on the due time and date set
out herein, failing which the relevant Placing Shares may be placed with other
subscribers or sold as the OAK Securities may in its sole discretion determine
and without liability to such Placee and such Placee will remain liable for
any shortfall below the net proceeds of such sale and the placing proceeds of
such Placing Shares and may be required to bear the liability for any stamp
duty or stamp duty reserve tax (together with any interest or penalties due
pursuant to or referred to in these Terms and Conditions) which may arise upon
the placing or sale of such Placee's Placing Shares on its behalf.

 

The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company and OAK
Securities (for their own benefit and, where relevant, the benefit of their
respective officers and affiliates and any person acting on their behalf) and
are irrevocable. Each Placee, and any person acting on behalf of a Placee,
acknowledges that the neither the Company nor OAK Securities owes any
fiduciary or other duties to any Placee in respect of any representations,
warranties, undertakings or indemnities in the Placing Agreement.

 

Responsibility

 

The Terms and Conditions set out in this Appendix and the Announcement of
which it forms part have been issued by the Company and are the sole
responsibility of the Company.

 

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