REG - Pulsar Helium Inc. - Fundraise of up to GBP 5 Million

Pulsar HeliumAnnouncement

20/08/2025 17:00

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RNS Number : 1476W  Pulsar Helium Inc.  20 August 2025

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 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 | August 20, 2025 | CASCAIS, PORTUGAL

PULSAR HELIUM ANNOUNCES FUNDRAISE OF UP TO GBP 5 MILLION

Pulsar Helium Inc. (AIM: PLSR, TSXV: PLSR, OTCQB: PSRHF) ("Pulsar" or the
"Company"), a leading helium project development company, is pleased to
announce that it intends to complete a private placement financing by way of
an accelerated bookbuild (the "Offering") of a minimum of 13,043,478 common
shares of the Company (each, a "Common Share") at a price of GBP 0.23
(approximately CAD$0.43) per Common Share (the "Issue Price") to raise minimum
gross proceeds of GBP 3,000,000 (approximately CAD$5,610,000) and a maximum of
21,739,130 Common Shares at the Issue Price to raise maximum gross proceeds of
GBP 5,000,000 (approximately CAD$9,350,000).

The Offering will be conducted by way of an accelerated bookbuild process
managed by OAK Securities as exclusive bookrunner. The bookbuild will open
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 bookbuild will be
announced by the Company at approximately 07:00 (UK time) on August 21, 2025.

Net proceeds received pursuant to the Offering will be used to advance
Pulsar's flagship Topaz helium project in Minnesota, USA and for general
working capital purposes. Specifically, upon closing of the Offering, the
Company intends to sign a new contract for drilling of up to 10 new appraisal
wells, to further define the size and shape of the helium-bearing reservoir.
Other activities to be funded from the net proceeds of the Offering within the
coming 12 months include a preliminary economic assessment and resource
update.

Closing of the Offering (and associated admission to trading on AIM of the new
Common Shares issued pursuant to the Offering) is anticipated to occur on or
about August 29, 2025 ("Closing"), subject to the satisfaction of certain
conditions, including, but not limited to, the receipt of all necessary
regulatory and other approvals.

The Company has been informed by University Bancorp Inc, its c. 5% shareholder
and principal lender, that it intends to participate in the Offering in order
to maintain its equity interest.

Subject to compliance with applicable regulatory requirements and in
accordance with National Instrument 45-106 - Prospectus Exemptions ("NI
45-106"), the Common Shares issuable under the Offering will be offered for
sale to purchasers resident in the UK and all of the provinces of Canada
(except Quebec) pursuant to the listed issuer financing exemption under Part
5A.2 of NI 45-106 (the "LIFE Exemption"). As such, the securities issued to
subscribers will not be subject to resale restrictions in accordance with
applicable Canadian securities laws.

There is an offering document (the "Offering Document") dated August 20, 2025
related to the Offering and prepared pursuant to the CSA's Listed Issuer
Financing Exemption that can be accessed under the Company's profile at
www.sedarplus.ca (http://www.sedarplus.ca) and on the Company's website at
https://www.pulsarhelium.com (https://www.pulsarhelium.com) .  This Offering
Document contains additional details regarding the Offering, including
additional details regarding the expected use of proceeds therefrom.
Prospective investors in the Offering should read this Offering Document
before making an investment decision. The Offering Document does not contain
an offer of transferable securities to the public in the United Kingdom within
the meaning of section 102B of the Financials Services and Markets Act 2000,
as amended ("FSMA") and is not required to be issued as a prospectus pursuant
to section 85 of FSMA. It has not been, nor will it be approved by, or filed
with, the Financial Conduct Authority or any other authority which would be a
competent authority for the purposes of the UK Prospectus Regulation.

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 Offering to UK residents pursuant to a placing agreement. OAK
Securities will be paid an advisory fee of £20,000, payable in cash and a
cash fee in an amount equal to six per cent (6.0%) of the gross proceeds
raised from UK resident investors introduced to the Company by OAK Securities
pursuant to the Offering.  The Company will also issue Common Share purchase
warrants (the "Broker Warrants") to OAK Securities equal to 6.0% of the number
of Common Shares acquired by investors introduced to the Company by OAK
Securities pursuant to the Offering, with such Broker Warrants being
exercisable for 12 months from the date of issue at a price of GBP 0.23
(approximately CAD$0.43). 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
Offering is rendered temporarily or permanently impracticable or inadvisable.

The new Common 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 Common Shares.

Completion of the Offering, 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 Venture Exchange.

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) .

Strand Hanson Limited

(Nominated & Financial Adviser, and Joint Broker)

Ritchie Balmer / Rob Patrick

+44 (0)20 7409 3494

OAK Securities*

(Joint Broker)

Richard McGlashan / Mungo Sheehan

+44 7879 646641 / +44 7788 266844

richard.mcglashan@oak-securities.com
(mailto:richard.mcglashan@oak-securities.com) /
mungo.sheehan@oak-securities.com (mailto:mungo.sheehan@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.

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, as well as on the OTCQB with the ticker PSRHF. Pulsar's portfolio
consists of its flagship Topaz helium project in Minnesota, 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.

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 Offering
and the expected use of net proceeds of the Offering. 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 July 31, 2025 for the year ended
September 30, 2024 found under Company's profile on www.sedarplus.ca
(http://www.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 OFFERING

IMPORTANT INFORMATION ON THE OFFERING FOR INVITED PLACEES ONLY. MEMBERS OF THE
PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE OFFERING. 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 Offering ("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 Common Shares to be issued pursuant to the Offering (the "Offering
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 offering of the Offering Shares is being made in the United Kingdom
or elsewhere. Members of the public are not eligible to take part in the
Offering and no public offering of Offering 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' ("UK Qualified Investors") being persons within
the meaning of article 2(e) of Regulation (EU) 2017/1129 (as amended) as it
forms part of UK domestic law  by virtue of, the European Union (Withdrawal)
Act 2018 (as amended) (the "UK Prospectus Regulation"); (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 Offering Shares or possession or distribution of
this Announcement or any other publicity material relating to such Offering
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.

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 Offering Shares in the Offering, 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 Offering Shares will be acquired in the Offering 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 Offering, 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
Offering 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 Offering, 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 Offering, by
making an oral or written offer to acquire Offering Shares, including any
individuals, funds or others on whose behalf a commitment to acquire Offering
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 Offering Shares that are allocated to
it for the purposes of its business;

ii.  it is acquiring the Offering 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, as that term is used in Article 5(1) of the UK Prospectus
Regulation, any Offering Shares acquired by it in the Offering 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 Offering 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 Offering 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 Offering Shares has been given and who has been
invited to participate in the Placing by OAK Securities.

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

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 Offering Shares have been subject to a product
approval process, which has determined that the Offering 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 Offering
Shares have been subject to a product approval process, which has determined
that the Offering 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 Offering Shares may decline and investors could lose all or
part of their investment; the Offering Shares offer no guaranteed income and
no capital protection; and an investment in the Offering 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 Offering. 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 Offering Shares.

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

Timetable for the Offering

Various dates referred to in this Announcement are stated on the basis of the
expected timetable for the Offering. It is possible that some of these dates
may be changed.  The Offering Shares will be allotted on 29 August 2025
subject to the satisfaction of certain conditions, including, but not limited
to, the receipt of all necessary regulatory and other approvals.

Terms of the Offering

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 Offering Shares. This Appendix gives details of the terms and conditions
of, and the mechanics for participation in, the Offering.

Each Placee's commitment to subscribe for Offering Shares under the Offering
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 Offering
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 Offering Shares such Placee
has agreed to subscribe for in the Offering. 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 Offering 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
Offering 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 Offering will be subject to fulfilment
of the conditions referred to below under 'Conditions of the Offering' and to
the Offering not being terminated on the basis referred to below under 'Right
to terminate the Placing Agreement'. By participating in Offering, each Placee
agrees that its rights and obligations in respect of the Offering 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 Offering.

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

The Company confirms that the Offering 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 Offering Shares, if any. The
Offering 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 Offering Shares to trading on AIM
to become effective on or around 29 August 2025.

Bookbuild

The Offering 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 21 August 2025 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 Offering Shares to be subscribed by any Placee or the
number of Offering Shares to be subscribed for by all Placees in aggregate.
OAK Securities also reserves the right not to offer allocations of Offering
Shares to any person and not to accept offers to subscribe for Offering Shares
or to accept such offers in part rather than in whole.  OAK Securities shall
be entitled to effect the Offering 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 Offering.

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 Offering Shares at the Issue Price, subject to these Terms
and Conditions. The Offering will not be underwritten.

Conditions of the Offering

The Offering 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 Offering Shares are conditional, inter alia, on:-

i.              the Company allotting the Offering 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 Offering Shares becoming effective on 29
August 2025 or such later date as may be agreed between the Company and the
Broker, being no later than 26 September 2025.

If any of the conditions contained in the Placing Agreement ("Conditions") are
not fulfilled (by 26 September 2025 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
Offering 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 Offering 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
Offering will not proceed and all funds delivered by Placees to OAK Securities
pursuant to the Offering and this Appendix will be returned to Placees at
their risk (without interest), and Placees' rights and obligations under the
Offering 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
Offering is/are confirmed, settlement for all Offering Shares to be acquired
pursuant to the Offering will be required to be made on the basis explained
below.

Settlement of transactions in the Offering 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 Offering
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 Common Shares and issue
dematerialised depositary interests representing the underlying Common Shares
("Depositary Interests"). The Depositary will hold the Common 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 Common 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 Common 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 Offering Shares should be credited.

It is expected that settlement for Offering Shares will take place at 8.00
a.m. on 29 August 2025 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 Offering 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 Offering Shares on such
Placee's behalf. By communicating a bid for Offering 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 Offering 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 Offering 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
Offering 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 Offering.

Further Terms, Confirmations and Warranties

By participating in the Offering, 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
Offering 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 Offering 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 Offering
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 Offering Shares for which it has given a
commitment under the Offering;

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 and
the Offering Document), 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 Offering, the Company
and its subsidiaries or the Offering Shares and that in making its application
under the Offering 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 Offering 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 Offering 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 Offering 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 Offering 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 Offering
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
Offering and the Offering 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 Offering Shares and, among
others, of the fact that it may not be able to resell the Offering 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 Offering participation and confirms,
represents and warrants that any person who confirms to OAK Securities on
behalf of a Placee an agreement to subscribe for Offering 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 Offering will lapse and
such Placee's rights and obligations in relation to the Offering 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 Offering 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 Offering.  Likewise, OAK
Securities will not treat any payment by such Placee pursuant to its Offering
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 Offering Shares comprised in its Offering
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 Offering Shares comprised in such
Placee's Offering participation;

10.          each Placee acknowledges and agrees that the Offering
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's absolute discretion and the Terms and Conditions of such
Placee's Offering 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 Offering
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 Offering
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, Offering Shares in any jurisdiction in which
such an offer or solicitation is unlawful.  Accordingly, such Placee
acknowledges and agrees that the Offering 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 Offering
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 Offering 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 Offering 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 Offering or such Placee's Offering participation;

16.          each Placee confirms, represents and warrants if it is
receiving the Offering 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 Offering 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 offering,
marketing or other material in connection with the Offering constitutes an
invitation, offer or promotion to, or arrangement with, it or any person whom
it is procuring to subscribe for Offering Shares pursuant to the Offering
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 Offering 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 Offering 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 Offering 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 Offering 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 Offering;

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 Offering
participation will not give any other person a contractual right to require
the issue or sale by the Company of any Offering Shares;

25.          each Placee confirms, represents and warrants that in
accepting its Offering 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 Offering 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 Offering 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 Offering 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 offering materials concerning the
Offering 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 offering;

34.          each Placee confirms, represents and warrants that if it
has received any confidential price sensitive information about the Company in
advance of the Offering, 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 Offering 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 and the Offering Document);

35.2.      it has the ability to bear the economic risk of its investment
in the Offering Shares and has no need for liquidity with respect to its
investment in the Offering 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 Offering Shares, and is able to sustain a complete loss of
any investment in the Offering 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 Offering Shares,
including any federal, state and local tax consequences, affecting it in
connection with its subscription for and any subsequent disposal of the
Offering Shares;

35.5.      if it is a 'financial intermediary' in the United Kingdom, as
that term is used in Article 5(1) of the UK Prospectus Regulation, the
Offering Shares purchased by it in the Offering 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
Offering Shares purchased by it in the Offering 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
Offering Shares to the public in the United Kingdom or any member state of the
EEA except in circumstances falling within Article 5(1) of the UK Prospectus
Regulation or the EU Prospectus Regulation which do not result in any
requirement for the publication of a prospectus pursuant to the UK Prospectus
Regulation or the EU Prospectus Regulation;

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 Offering and that it is not entitled to the protections afforded to
clients of OAK Securities in connection with the Offering 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 Offering 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 Offering
Shares agreed to be taken up by it under the Offering; 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 Offering 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 Offering 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 Offering;

41.          each Placee acknowledges and agrees that in connection
with the Offering, 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 Offering. 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 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 Offering 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 Offering 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
Offering, 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
Offering; and

44.          each Placee undertakes that it (and any person acting on
its behalf) will make payment for the Offering 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 Offering 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 Offering 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 Offering
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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