REG - Southern Energy Corp - DRILL TEST RESULTS AND EQUITY FINANCING

Southern EnergyAnnouncement

23/06/2022 17:30

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RNS Number : 0320Q  Southern Energy Corp.  23 June 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO 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 OR INTO THE
UNITED STATES, AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE: (A) A PROSPECTUS OR
OFFERING MEMORANDUM; (B) AN ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE
AIM RULES; OR (C) AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE
COMPANY.  THIS ANNOUNCEMENT AND THE APPENDIX 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 SOUTHERN
ENERGY CORP. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD
BE UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE THIS INSIDE INFORMATION IS
NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

SOUTHERN ENERGY CORP. ANNOUNCES ADDITIONAL DRILL TEST RESULTS AND
APPROXIMATELY US$30 MILLION EQUITY FINANCING

Calgary, Alberta - June 23, 2022 - Southern Energy Corp. ("Southern" or the
"Company") (SOU: TSXV; AIM: SOUC), a U.S.-focused, growth-oriented natural gas
producer, is pleased to announce a proposed prospectus offering and placing of
new common shares of no par value ("Common Shares") in the capital of the
Company to raise aggregate gross proceeds of approximately US$30.0 million
(approximately £24.5 million / C$38.9 million) (together, the "Offering").
In the event of excess demand, the Company reserves the right to increase the
size of the Offering.

The Offering consists of:

·    an underwritten bought deal prospectus offering of 26,060,000 million
Common Shares (the "Prospectus Shares") at an issue price of C$0.87
(approximately 54.5 pence) per Prospectus Share (the "Prospectus Price"), for
aggregate gross proceeds of C$22.7 million (approximately £14.3 million /
US$17.5 million) to be led by Eight Capital (the "Prospectus Offering"); and

·    a concurrent placing of approximately 18,692,661 million Common
Shares (the "Placing Shares") at an offering price of 54.5 pence
(approximately C$0.87) per Placing Share (the "Placing Price"), for aggregate
gross proceeds of approximately £10.2 million (approximately US$12.5 million
/ C$16.2 million) to be conducted by way of an accelerated bookbuild (the
"Placing").

The size of the Offering may be increased, at the Company's discretion,
through the Placing and/or the Prospectus Offering.

The Company will use the net proceeds of the Offering for capital expenditures
relating to extending and accelerating the planned drilling programme at
Gwinville and for general working capital purposes, consistent with the
Company's strategy of growing and developing an oil and natural gas
exploration and development company through organic growth operations and
synergistic acquisitions.

Offering Highlights:

·    Combined gross proceeds of approximately US$30.0 million to be raised
via the issue of new Common Shares pursuant to the Offering

·    Offering expected to provide additional liquidity to the Company's
Common Shares on both AIM and the TSXV

·    Net proceeds of the Offering to be primarily used to accelerate the
initiation of a continuous organic drilling programme at Gwinville, as well as
increasing financial flexibility for potential accretive acquisition
opportunities

·    Further drilling at Gwinville expected to begin in Q4 2022

Operational Update

All three of the horizontal wells from the Gwinville 19-3 padsite are now
flowing to sales at highly restricted rates.  The padsite is currently
producing approximately 15.3 MMcf/d (2,550 boe/d) of natural gas and all three
wells are meeting the company's early-time expectations for our Generation 3
completion design. The Company began flowing the new production through its
100% owned compression facilities on June 20, 2022 and the operations team is
working quickly to further optimize gas flow rates and lower gathering system
pressures from the padsite. The Company will update the performance of the new
wells over the coming months as the Generation 3 type curve is established.
 

 

Ian Atkinson, President and CEO of Southern, commented:

"With all three Gwinville Selma Chalk wells now on production, we have more
than doubled corporate production which illustrates the significant organic
growth potential we can deliver to shareholders with our multi-year drilling
inventory in Gwinville.

Following the encouraging test results of our ongoing operations at Gwinville,
utilizing our improved Generation 3 completion design, we believe that this is
an opportune moment to finance the business for further, operationally-driven
growth through the Offering. In tandem, we continue to see significant
opportunity for accretive acquisitions in our area of expertise and believe
that this financing will allow us to continue to act nimbly and
opportunistically as we execute our growth strategy.  These are truly
exciting times for Southern Energy and our shareholders."

The Prospectus Offering

Southern has entered into an agreement with Eight Capital, pursuant to which
Eight Capital, as lead underwriter and sole bookrunner, together with a
syndicate of underwriters (collectively, the "Underwriters") will purchase, on
a bought-deal basis, 26.1 million Prospectus Shares at the Prospectus Price.
The Underwriters will have an option to purchase up to an additional 15% of
the Prospectus Shares issued under the Prospectus Offering at the Prospectus
Price for market stabilization purposes and/or to cover over-allotments,
exercisable in whole or in part at any time until 30 days after the closing of
the Prospectus Offering.

The Prospectus Shares to be issued pursuant to the Prospectus Offering will be
distributed by way of a short form prospectus in all provinces of Canada
(excluding Québec) and may also be placed privately in the United States to
Qualified Institutional Buyers (as defined under Rule 144A under the United
States Securities Act of 1933, as amended (the "U.S. Securities Act"))
pursuant to an exemption under Rule 144A, and may be distributed outside
Canada and the United States on a basis which does not require the
qualification or registration of any of the Company's securities under
domestic or foreign securities laws.

Closing of the Prospectus Offering is expected to occur on or about July 7,
2022.

The Placing

The Placing will be conducted by way of an accelerated bookbuild (the
"Bookbuild") which will open immediately following the release of this
Announcement and the Placing is subject to the terms and conditions set out in
the Appendix to this Announcement.

 

Canaccord Genuity Limited and H&P Advisory Limited are acting as joint
brokers and joint bookrunners (the "Joint Brokers" or "Joint Bookrunners") in
relation to the Placing. Strand Hanson Limited is acting as Nominated &
Financial Adviser to the Company.

 

The Placing will only be made available to invited eligible institutional and
professional investors in certain specified jurisdictions and the timing for
the close of the Bookbuild will be determined by the Joint Brokers and the
Company. A further announcement confirming the number of new Placing Shares to
be issued pursuant to the Placing and final details of the Bookbuild is
expected to be made in due course after the close of the Bookbuild.

 

The Joint Brokers will commence the Bookbuild with immediate effect. The Joint
Brokers have entered into the conditional placing agreement with the Company
(the "Placing Agreement") under which, subject to the conditions set out
therein, the Joint Brokers have agreed to use their respective reasonable
endeavours to procure subscribers for the Placing Shares at the Placing Price
and as set out in the Placing Agreement.

 

The Placing Shares, upon issue, will rank equally in all respects with the
existing Common Shares and the Prospectus Shares.

 

Attention is drawn to the Appendix to this Announcement containing, inter
alia, the terms and conditions of the Placing, which are applicable to Placees
only.

 

By choosing to participate in the Placing and by making a legally binding
offer (including orally) to acquire Placing Shares in the Placing, Placees
will be deemed to have read and understood this Announcement in its entirety
(including the Appendix) and to be making such offer on the terms and subject
to the conditions in it, and to be providing the representations, warranties,
undertakings and acknowledgements contained in the Appendix. The results of
the Placing are expected to be announced on 24 June 2022, and the Placing
Shares are expected to be admitted to trading on AIM on or around 5 July 2022.

 

Further details of the Offering

The Company intends that the Placing will be conducted in conjunction with the
Prospectus Offering but is not inter-conditional with the Prospectus Offering.

Application will be made to: (a) the London Stock Exchange for Admission of
the Placing Shares and the Prospectus Shares to trading on AIM; and (b) the
TSX Venture Exchange (the "TSXV") for listing of the Placing Shares and the
Prospectus Shares for trading on the facilities of the TSXV.

Completion of the Offering is subject to customary closing conditions,
including the receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange.  In addition, the Placing is
conditional upon the Placing Agreement becoming unconditional and not having
been terminated in accordance with its terms.  Further details of the
respective conditions and termination rights applicable to the Placing and the
Prospectus Offering are set out in the Appendix.

Without prior written approval of the TSXV and compliance with all applicable
Canadian securities laws, the Placing Shares may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of TSXV or
otherwise in Canada or to or for the benefit of a Canadian resident until the
date that is four months and a day after the date of issuance.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of
United States, Australia, New Zealand, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, New Zealand,
Canada, Japan or South Africa or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.

The securities described herein have not been, and will not be, registered
under the U.S. Securities Act or any state securities laws, and accordingly,
may not be offered or sold within the United States except in compliance with
the registration requirements of the U.S. Securities Act and applicable state
securities requirements or pursuant to exemptions therefrom. This Announcement
shall not constitute an offer to sell or the solicitation of an offer to buy
any of the Company's securities to, or for the account or benefit of, persons
in the United States, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful.
There has been and will be no public offer of the Company's securities in
Australia, Japan, South Africa, the United States or elsewhere, other than the
Prospectus Offering in each of the provinces of Canada, except Québec.

About Southern Energy Corp.

Southern Energy Corp. is a natural gas exploration and production company.
Southern has a primary focus on acquiring and developing conventional natural
gas and light oil resources in the southeast Gulf States of Mississippi,
Louisiana, and East Texas. Our management team has a long and successful
history working together and have created significant shareholder value
through accretive acquisitions, optimization of existing oil and natural gas
fields and the utilization of re-development strategies utilizing horizontal
drilling and multi-staged fracture completion techniques.

For further information, please contact:

Southern Energy Corp.

Ian Atkinson (President and
CEO)
+1 587 287 5401

Calvin Yau (VP Finance and
CFO)
+1 587 287 5402

 

Strand Hanson Limited - Nominated & Financial Adviser      +44 (0) 20
7409 3494

James Spinney / James Bellman / Rob Patrick

 

Canaccord Genuity - Joint
Broker
+44 (0) 20 7523 8000

Henry Fitzgerald-O'Connor / James Asensio

 

Hannam & Partners - Joint
Broker
+44 (0) 20 7907 8500

Samuel Merlin / Ernest Bell

 

Camarco
+44 (0) 20 3757 4980

James Crothers / Billy Clegg / Hugo Liddy

 

 

READER ADVISORY

Natural gas liquids volumes are recorded in barrels of oil (bbl) and are
converted to a thousand cubic feet equivalent (Mcfe) using a ratio of six (6)
thousand cubic feet to one (1) barrel of oil (bbl). Natural gas volumes
recorded in thousand cubic feet (Mcf) are converted to barrels of oil
equivalent (boe) using the ratio of six (6) thousand cubic feet to one (1)
barrel of oil (bbl). Mcfe and boe may be misleading, particularly if used in
isolation. A boe conversion ratio of 6 mcf:1 bbl or a Mcfe conversion ratio of
1 bbl:6 Mcf is based in an energy equivalency conversion method primarily
applicable at the burner tip and does not represent a value equivalency at the
wellhead. In addition, given that the value ratio based on the current price
of oil as compared with natural gas is significantly different from the energy
equivalent of six to one, utilizing a boe conversion ratio of 6 Mcf:1 bbl or a
Mcfe conversion ratio of 1 bbl:6 Mcf may be misleading as an indication of
value.

Throughout this Announcement, "crude oil" or "oil" refers to light and medium
crude oil product types as defined by National Instrument 51-101 - Standards
of Disclosure for Oil and Gas Activities ("NI 51-101"). References to "NGLs"
throughout this Announcement comprise pentane, butane, propane, and ethane,
being all NGLs as defined by NI 51-101. References to "natural gas" throughout
this Announcement refers to conventional natural gas as defined by NI 51-101.

References in this Announcement to IP30, production test rates, initial test
production rates, and other short‐term production rates are useful in
confirming the presence of hydrocarbons, however such rates are not
determinative of the rates at which such wells will commence production and
decline thereafter and are not indicative of long term performance or of
ultimate recovery.  While encouraging, readers are cautioned not to place
reliance on such rates in calculating the aggregate production for
Southern.  A pressure transient analysis or well‐test interpretation has
not been carried out in respect of all wells.  Accordingly, the Company
cautions that the test results should be considered to be preliminary.

Certain type curves disclosure presented herein represents estimates of the
production decline and ultimate volumes expected to be recovered from wells
over the life of the well. The type curves represent what management thinks an
average well will achieve, based on methodology that is analogous to wells
with similar geological features. Individual wells may be higher or lower but
over a larger number of wells, management expects the average to come out to
the type curve. Over time type curves can and will change based on achieving
more production history on older wells or more recent completion information
on newer wells.

Please see below for a list of abbreviations used in this Announcement.

bbl                          barrels

bbl/d                       barrels per day

boe                         barrels of oil

boe/d                      barrels of oil per day

Mcf                         thousand cubic feet

Mcf/d                      thousand cubic feet per day

MMcf                      million cubic feet

MMcf/d                   million cubic feet per day

 

Forward Looking Statements

Certain information included in this Announcement constitutes forward-looking
information under applicable securities legislation. Forward-looking
information typically contains statements with words such as "anticipate",
"believe", "expect", "plan", "intend", "estimate", "propose", "project" or
similar words suggesting future outcomes or statements regarding an outlook.
Forward-looking information in this Announcement may include, but is not
limited to, statements concerning the Offering, including the terms thereof
and the use of proceeds of the Offering, the Company's business strategy,
objectives, strength and focus, the Company's capital program for the
remainder of 2022, the Company's asset base including the development of the
Company's assets, expectations regarding production from the Company's
drilling operations in Gwinville and the timing thereof, ability to achieve
production estimates set out herein and future production levels.

The forward-looking statements contained in this Announcement are based on
certain key expectations and assumptions made by Southern, including the
timing of and success of future drilling, development and completion
activities, the performance of existing wells, the performance of new wells,
the availability and performance of facilities and pipelines, the geological
characteristics of Southern's properties, the characteristics of its assets,
the successful application of drilling, completion and seismic technology,
benefits of current commodity pricing hedging arrangements, prevailing weather
conditions, prevailing legislation affecting the oil and gas industry,
commodity prices, royalty regimes and exchange rates, the application of
regulatory and licensing requirements, the availability of capital, labour and
services, the creditworthiness of industry partners and the ability to source
and complete asset acquisitions.

Although Southern believes that the expectations and assumptions on which the
forward-looking statements are based are reasonable, undue reliance should not
be placed on the forward-looking statements because Southern can give no
assurance that they will prove to be correct. Since forward-looking statements
address future events and conditions, by their very nature they involve
inherent risks and uncertainties. Actual results could differ materially from
those currently anticipated due to a number of factors and risks. These
include, but are not limited to, the risk that the Offering may not be
completed on favorable terms or at all, the risk that the Company may not be
able to obtain all necessary regulatory and stock exchange approvals,
including the approval of the TSXV and the London Stock Exchange, the risk
that the Company may apply the proceeds of the Offering differently than as
stated herein depending on future circumstances; risks associated with the oil
and gas industry in general (e.g., operational risks in development,
exploration and production; the uncertainty of reserve estimates; the
uncertainty of estimates and projections relating to production, costs and
expenses, and health, safety and environmental risks), constraint in the
availability of services, negative effects of the current COVID-19 pandemic,
commodity price and exchange rate fluctuations, geo-political risks, political
and economic instability abroad, wars (including Russia's military actions in
Ukraine), hostilities, civil insurrections, inflationary risks including
potential increases to operating and capital costs, changes in legislation
impacting the oil and gas industry, adverse weather or break-up conditions and
uncertainties resulting from potential delays or changes in plans with respect
to exploration or development projects or capital expenditures. These and
other risks are set out in more detail in the Preliminary Prospectus and
Southern's most recent management's discussion and analysis and annual
information form, which are available under the Company's SEDAR profile at
www.sedar.com.

The forward-looking information contained in this Announcement is made as of
the date hereof and Southern undertakes no obligation to update publicly or
revise any forward-looking information, whether as a result of new
information, future events or otherwise, unless required by applicable
securities laws. The forward-looking information contained in this
Announcement is expressly qualified by this cautionary statement.

http://www.southernenergycorp.com (http://www.southernenergycorp.com)

Canaccord Genuity Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Company
and no one else in connection with the Placing and Admission, and Canaccord
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this Announcement.

H&P Advisory Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Company
and no one else in connection with the Placing and Admission, and H&P will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this Announcement.

Neither of Canaccord or H&P nor any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions contained in this Announcement (or whether any
information has been omitted from it) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of this Announcement or its
contents or otherwise arising in connection therewith and any liability
therefore is expressly disclaimed.

Neither 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.

 

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

 

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX
(THE "TERMS AND CONDITIONS") 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, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR
ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE
TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY
AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND
ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, ("QUALIFIED INVESTORS")
AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS
REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURES IN
ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED
KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(E) OF THE PROSPECTUS REGULATION (AS IT FORMS PART OF DOMESTIC UK LAW
PURSUANT TO THE EUWA); AND (II) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING
OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS
"RELEVANT PERSONS"). THESE TERMS AND CONDITIONS ARE A FINANCIAL PROMOTION,
WHICH IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE
COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY,
ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS.
ACCORDINGLY, THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT 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. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS
RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH
RELEVANT PERSONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION
IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE
SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS
ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR
SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO
HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT
OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED OR
SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR
AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE
U.S. SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT
IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE
ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING
OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX,
BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN PLACING SHARES. THE
PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP
AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR
SHARES.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada; no prospectus
has been lodged with or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance or the South
African Reserve Bank; and the Placing Shares have not been, nor will they be,
registered or qualified for distribution, as applicable under or offered in
compliance with the securities laws of any state, province or territory of
United States, Australia, New Zealand, Canada, Japan or South Africa.
Accordingly, the Placing Shares may not (unless an exemption under the
relevant securities laws is applicable) be offered, sold, resold or delivered,
directly or indirectly, in or into the United States, Australia, New Zealand,
Canada, Japan or South Africa or any other jurisdiction in which such offer,
sale, resale or delivery would be unlawful.

 

Solely for the purposes of the product governance requirements contained
within the FCA Handbook Product Intervention and Product Governance Sourcebook
(the "UK Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Rules) 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 defined in the FCA
Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for
distribution through all distribution channels as are permitted by the UK
Product Governance Rules (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 disclaiming
all and any liability, whether arising in tort, contract or otherwise, which
any "manufacturer" and/or "distributor" (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").

Notwithstanding the UK Target Market Assessment and the EU Target Market
Assessment, distributors should note that: the price of the Common Shares may
decline and investors could lose all or part of their investment; the Common
Shares offer no guaranteed income and no capital protection; and an investment
in the Common 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.

Each of the UK Target Market Assessment and the EU Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing. Furthermore, it is noted that, notwithstanding the
UK Target Market Assessment and the EU Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties each as defined under COBS or MiFID II, as
applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU
Target Market Assessment does not constitute: (a) an assessment of suitability
or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS
or MiFID II, as applicable; 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 Common Shares.

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

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

These terms and conditions apply to persons making an offer to acquire Placing
Shares. Each Placee hereby agrees with the Joint Bookrunners and the Company
to be bound by these terms and conditions as being the terms and conditions
upon which Placing Shares will be issued or acquired. A Placee shall, without
limitation, become so bound if a Bookrunner confirms to such Placee its
allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be
contractually committed to acquire the number of Placing Shares allocated to
it at the Placing Price and, to the fullest extent permitted by law, will be
deemed to have agreed not to exercise any rights to rescind or terminate or
otherwise withdraw from such commitment.

In this Terms and Conditions, unless the context otherwise requires, "Placee"
means a Relevant Person (including individuals, funds or others) on whose
behalf a commitment to subscribe for or acquire Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners and the Company have entered into a Placing Agreement,
under which the Joint Bookrunners have, on the terms and subject to the
conditions set out therein, undertaken to use their reasonable endeavours to
procure subscribers for Placing Shares at the Placing Price. The Placing is
not being underwritten by either of the Joint Bookrunners or any other person.

The number of Placing Shares will be determined following completion of the
Bookbuild. The timing of the closing of the Bookbuild, the number of Placing
Shares and allocations are at the discretion of the Joint Bookrunners,
following consultation with the Company. Allocations will be confirmed orally
or by email by the relevant Bookrunner following the close of the Bookbuild.
An announcement confirming these details will then be made by the Company as
soon as practicable following completion of the Bookbuild.

The Placing Shares will, when issued, be subject to the Articles, will be
credited as fully paid and non-assessable and rank equally in all respects
with the existing Common Shares (and the Common Shares to be issued pursuant
to the Prospectus Offering), including the right to receive all dividends and
other distributions (if any) declared, made or paid on or in respect of Common
Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading
symbol "SOUC" and with ISIN CA8428131059.

Without prior written approval of the TSXV and compliance with all applicable
Canadian securities laws, the Placing Shares may not be sold, transferred,
hypothecated or otherwise traded on or through the facilities of TSXV or
otherwise in Canada or to or for the benefit of a Canadian resident until the
date that is four months and a day after the date of issuance of such Placing
Shares.

Application for admission to trading

Application will be made to the London Stock Exchange for admission to trading
on AIM of the Placing Shares and the Prospectus Shares. It is expected that
settlement of any such shares (via Depositary Interests) and Admission will
become effective at 8.00 a.m. on or around 5 July 2022 and that dealings in
the Placing Shares and Prospectus Shares will commence at that time.

Bookbuild

The Joint Bookrunners are conducting a bookbuilding process to determine
demand for participation in the Placing by potential Placees at the Placing
Price. This Appendix gives details of the terms and conditions of, and the
mechanics of participation in, the Placing. No commissions will be paid to
Placees or by Placees in respect of any Placing Shares.

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

The principal terms of, the Placing are as follows:

1.       The Joint Bookrunners are arranging the Placing as agents for,
and brokers of, the Company.

2.       Participation in the Placing is only available to persons who
are lawfully able to be, and have been, invited to participate by a
Bookrunner.

3.       The Bookbuild will establish the number of Placing Shares to be
issued at the Placing Price, which will be determined by the Joint
Bookrunners, in consultation with the Company, following completion of the
Bookbuild. The number of Placing Shares will be announced by the Company on a
Regulatory Information Service following the completion of the Bookbuild.

4.       In order to participate in the Placing, prospective Placees
should communicate their bid by telephone or email to their usual contact at
the relevant Bookrunner. Each bid should state the number of Placing Shares
which the prospective Placee wishes to subscribe for or purchase at the
Placing Price. Bids may be scaled down by the relevant Bookrunner on the basis
referred to in paragraph 8 below.

5.       The timing of the closing of the Bookbuild will be at the
discretion of the Joint Bookrunners. The Company reserves the right to reduce
or seek to increase the amount to be raised pursuant to the Placing, in its
absolute discretion.

6.       Allocations of the Placing Shares will be determined by the
Joint Bookrunners, following consultation with the Company. Each Placee's
allocation will be confirmed to Placees orally, or by email, by the relevant
Bookrunner following the close of the Bookbuild and a trade confirmation or
contract note will be dispatched as soon as possible thereafter. Oral or
emailed confirmation from the relevant Bookrunner will give rise to an
irrevocable, legally binding commitment by that person (who at that point
becomes a Placee), in favour of that Bookrunner and the Company, under which
it agrees to acquire by subscription the number of Placing Shares allocated to
it at the Placing Price and otherwise on the terms and subject to the
conditions set out in these Terms and Conditions and in accordance with the
Articles. Except with the relevant Bookrunner's consent, such commitment will
not be capable of variation or revocation.

7.       The Company will make an announcement following the close of
the Bookbuild detailing the number of Placing Shares to be issued at the
Placing Price.

8.       Subject to paragraphs 4 and 5 above, the relevant Bookrunner
may choose not to accept bids and/or to accept bids, either in whole or in
part, on the basis of allocations determined at its discretion (after
consultation with the Company) and may scale down any bids for this purpose on
such basis as it may determine. The Joint Bookrunners may also,
notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the
Company, allocate Placing Shares after the time of any initial allocation to
any person submitting a bid after that time.

9.       A bid in the Bookbuild will be made on the terms and subject to
the conditions in this Announcement (including these Terms and Conditions) and
will be legally binding on the Placee on behalf of which it is made and except
with the relevant Bookrunner's consent will not be capable of variation or
revocation from the time at which it is submitted.

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

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

12.     By participating in the 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.

13.     To the fullest extent permissible by law and the applicable rules
of the Financial Conduct Authority, neither of the Joint Bookrunners, nor any
of their respective affiliates, agents, directors, officers or employees shall
have any liability to Placees (or to any other person whether acting on behalf
of a Placee or otherwise whether or not a recipient of these terms and
conditions) in respect of the Placing. In particular, neither of the Joint
Bookrunners, nor any of their respective affiliates, agents, directors,
officers or employees shall have any liability (including to the extent
permissible by law, any fiduciary duties) in respect of the Joint Bookrunners'
conduct of the Placing or of such alternative method of effecting the Placing
as the Joint Bookrunners and the Company may determine.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. Each of the Joint
Bookrunners' obligations under the Placing Agreement in respect of the Placing
Shares are conditional on, inter alia:

1.       the application for Admission being delivered to the London
Stock Exchange on or before 30 June 2022;

2.       each of the conditions to the Prospectus Offering or the
obligations of Eight Capital as set out in the Bought Deal Engagement Letter
which are to be fulfilled prior to Admission having been fulfilled or (if
capable of waiver) waived by Eight Capital and not having become incapable of
being fulfilled, in each case by the respective time(s) and date(s) (if any)
specified therein and the Bought Deal Engagement Letter not having been
terminated or otherwise ceasing to be in full force and effect (other than
where such termination or cessation is as a result of the Bought Deal
Engagement Letter having been superseded by the Underwriting Agreement);

3.       the Underwriting Agreement having been duly executed by the
Company and each of the other parties thereto, each of the conditions to the
Prospectus Offering or the obligations of the Underwriters as set out in the
Underwriting Agreement which are to be fulfilled prior to Admission having
been fulfilled or (if capable of waiver) waived by the Underwriters, and not
having become incapable of being fulfilled, in each case by the respective
time(s) and date(s) (if any) specified therein, and the Underwriting Agreement
not having been terminated or otherwise ceasing to be in full force and
effect;

4.       the delivery by the Company to the Joint Bookrunners of certain
documents required under the Placing Agreement;

5.       the Company having performed its obligations under the Placing
Agreement to the extent that such obligations fall to be performed prior to
Admission;

6.       the issue and allotment of the Placing Shares, conditional only
upon Admission;

7.       Admission taking place no later than 8.00 a.m. (London time) on
5 July 2022 or such other date and time as may be agreed between the Company
and the Joint Bookrunners, not being later than 8.00 a.m. (London time) on 19
July 2022 (the "Long Stop Date"); and

8.       the Placing Agreement not having been terminated by the Joint
Bookrunners in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by the
Joint Bookrunners by the respective time or date where specified (or such
later time or date as the Joint Bookrunners may notify to the Company, being
not later than the Long Stop Date); (ii) any of such conditions becomes
incapable of being fulfilled; or (iii) the Placing Agreement is terminated in
the circumstances specified below, the Placing will not proceed and the
Placees' rights and obligations hereunder in relation to the Placing Shares
shall cease and terminate at such time and each Placee agrees that no claim
can be made by the Placee in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms as they
thinks fit, waive, or extend the period for (subject to the Long Stop Date),
compliance by the Company with the whole or any part of any of the Company's
obligations in relation to the conditions in the Placing Agreement save that
the condition relating to Admission taking place may not be waived. Any such
extension or waiver will not affect Placees' commitments as set out in these
Terms and Conditions.

Neither the Joint Bookrunners, the Company nor any of their respective
affiliates, agents, directors, officers or employees shall have any liability
to any Placee (or to any other person whether acting on behalf of a Placee or
otherwise) in respect of any decision they may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any condition
to the Placing nor for any decision they may make as to the satisfaction of
any condition or in respect of the Placing generally and, by participating in
the Placing, each Placee agrees that any such decision is within the absolute
discretion of the Joint Bookrunners.

Right to terminate the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate
the Placing Agreement by giving notice to the Company in certain
circumstances, including, inter alia, if before Admission:

1.       any of the warranties given in the Placing Agreement are not
true and accurate and not misleading when given at the date of the Placing
Agreement or would not be true and accurate or would be misleading if they
were repeated on Admission;

2.       the Company has failed to comply with its obligations under the
Placing Agreement, or with the requirements of any applicable laws or
regulations (including MAR, the AIM Rules and the TSXV Rules) in relation to
the Placing;

3.       any of the conditions set out in the Placing Agreement are not
fulfilled or (if capable of waiver) waived by the Joint Bookrunners or shall
have become incapable of being fulfilled by the respective time(s) and date(s)
(if any) specified in the Placing Agreement;

4.       there has been any development or event which will or is likely
to have a material adverse effect on the condition (financial, operational,
legal or otherwise), prospects, solvency, liquidity, management, results of
operations, financial position, business or general affairs of the Group taken
as a whole, whether or not foreseeable and whether or not arising in the
ordinary course of business;

5.       there has been a change in national or international financial,
political, economic, monetary or stock market conditions (primary or
secondary) or an imposition of or compliance with any law or governmental or
regulatory order, rule, regulation, restriction or direction,

which, in the opinion of the Joint Bookrunners, would or would be likely to
prejudice materially the Company or render the Placing (or any material part
thereof) or Admission impractical or inadvisable.

The rights and obligations of the Placees will not be subject to termination
by the Placees or any prospective Placees at any time or in any circumstances.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any right of termination or other discretion under the Placing
Agreement shall be within the absolute discretion of the Joint Bookrunners and
that the Joint Bookrunners need not make any reference to Placees in this
regard and that neither the Joint Bookrunners nor any of their respective
affiliates shall have any liability to Placees whatsoever in connection with
any such exercise or failure so to exercise.

The Prospectus Offering is being underwritten by Eight Capital pursuant to the
Bought Deal Engagement Letter, and such underwriting obligations are expected
to be syndicated to the Underwriters (led by Eight Capital).  Following
syndication, the obligations of the Underwriters are to be formalised by
entering into the Underwriting Agreement, which would then supersede the
Bought Deal Engagement Letter.

The obligations of Eight Capital under the Bought Deal Engagement Letter are
conditional upon all necessary regulatory approvals being obtained.

In addition, Eight Capital is entitled, at any time before closing of the
Prospectus Offering (by listing of the Prospectus Shares for trading on the
facilities of TSXV), to terminate its commitments under the Bought Deal
Engagement Letter, if (inter alia):

(a) there is a material change or a change in a material fact or new material
fact shall arise or there should be discovered any previously undisclosed
material fact required to be disclosed in the Company's preliminary short form
prospectus or the final short form prospectus or any amendment thereto, in
each case, that has or would be expected to have, in the sole opinion of Eight
Capital, a significant adverse change or effect on the business or affairs of
the Company or on the market price or the value of the securities of the
Company;

(b) (i) there should occur or come into effect any event or condition
(including without limitation, terrorism, accident or any outbreak or
escalation of international hostilities or war) or major financial occurrence
of national or international consequence or a new or change in any law or
regulation which in the sole opinion of Eight Capital, may seriously adversely
affect or involve the financial markets or the business, operations or affairs
of the Company and its subsidiaries taken as a whole or the market price or
value of the securities of the Company, (ii) any inquiry, action, suit,
proceeding or investigation is commenced or threatened in relation to the
Company or any one of the officers of the Company where wrong-doing is alleged
or any order is made by any competent authority which involves a finding of
wrong-doing, or (iii) any order, action or proceeding is made or threatened by
a securities regulatory authority which ceases trading, or otherwise operates
to prevent or restrict the trading, of the Common Shares; or

(c) the Company is in breach of a material term, condition or covenant of the
Bought Deal Engagement Letter or any representation or warranty given by the
Company in the Bought Deal Engagement Letter becomes or is false in any
material respect.

The foregoing conditions and termination rights are expected to be replicated,
and supplemented by additional customary terms and conditions, in the
Underwriting Agreement.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically
invited persons only and have not been nor will be offered in such a way as to
require the publication of a prospectus in the United Kingdom. No offering
document, admission document or prospectus has been or will be submitted to be
approved by the FCA or the London Stock Exchange in relation to the Placing,
and Placees' commitments will be made solely on the basis of the information
contained in these Terms and Conditions and the business and financial
information that the Company is required to publish in accordance with the AIM
Rules and the TSXV Rules, including this Announcement (the "Exchange
Information"). The Preliminary Prospectus and the Company's final short form
prospectus are not a prospectus for the purposes of Section 85(1) of FSMA and,
accordingly, will not be examined or approved as a prospectus by the FCA under
Section 87A FSMA or by the London Stock Exchange and it will not be filed with
the FCA pursuant to the FCA's Prospectus Regulation Rules nor will it be
approved by a person authorised under FSMA, for the purposes of Section 21
FSMA. Each Placee, by accepting a participation in the Placing, agrees that
the content of the Exchange Information (including this Announcement) is
exclusively the responsibility of the Company and confirms that it has not
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company, the Joint Bookrunners (or either Bookrunner)
or any other person and neither of the Joint Bookrunners, the Company nor any
other person will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received and, if given or made, such
information, representation, warranty or statement must not be relied upon as
having been authorised by the Joint Bookrunners (or either of them), the
Company or their respective officers, directors, employees or agents. Each
Placee acknowledges and agrees that it has relied on its own investigation of
the business, financial or other position of the Company in accepting a
participation in the Placing. Neither the Company nor the Joint Bookrunners
are making any undertaking or warranty to any Placee regarding the legality of
an investment in the Placing Shares by such Placee under any legal, investment
or similar laws or regulations. Each Placee should not consider any
information in this Announcement to be legal, tax or business advice. Each
Placee should consult its own solicitor, tax adviser and financial adviser for
independent legal, tax and financial advice regarding an investment in the
Placing Shares. Nothing in this paragraph shall exclude the liability of any
person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent a trade confirmation or contract note in accordance
with the standing arrangements in place with the relevant Bookrunner, stating
the number of Placing Shares allocated to it at the Placing Price, the
aggregate amount owed by such Placee (in pounds sterling) and a form of
confirmation in relation to settlement instructions.

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

Settlement of transactions in the Placing Shares via the Depositary Interests
(ISIN: CA8428131059) following Admission will take place within the system
administered by Euroclear UK & International Limited ("CREST") provided
that, subject to certain exceptions, each Joint Bookrunner 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 deems necessary if delivery or
settlement is not possible or practicable within CREST within the timetable
set out in these Terms and Conditions or would not be consistent with the
regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will take place on 5 July 2022 in accordance
with the instructions set out in the contract note.

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 4
percentage points above the prevailing LIBOR rate as determined by the
relevant Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these
obligations, the relevant Bookrunner may sell any or all of the Placing Shares
allocated to that Placee on such Placee's behalf and retain from the proceeds,
for that Bookrunner's 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 and shall indemnify the
relevant Bookrunner on demand 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 upon the sale of such Placing Shares on such Placee's behalf. By
communicating a bid for Placing Shares, each Placee confers on the relevant
Bookrunner such authorities and powers necessary to carry out any such sale
and agrees to ratify and confirm all actions which that Bookrunner lawfully
takes in pursuance of such sale. Legal and/or beneficial title in and to any
Placing Shares shall not pass to the relevant Placee until it has fully
complied with its obligations hereunder.

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

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. Neither of the Joint
Bookrunners nor the Company will be liable in any circumstances for the
payment of stamp duty, stamp duty reserve tax or securities transfer tax in
connection with any of the Placing Shares. Placees will not be entitled to
receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) makes the following representations, warranties,
acknowledgements, agreements and undertakings (as the case may be) to the
Company and each Joint Bookrunner:

1.       that it has read and understood this Announcement, including
these Terms and Conditions, in its entirety and that its subscription for or
purchase of Placing Shares is subject to and based upon all the terms,
conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained therein and undertakes not to
redistribute or duplicate this Announcement;

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

3.       that the exercise by the Joint Bookrunners of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of the Joint Bookrunners and the Joint Bookrunners need not have any reference
to it and shall have no liability to it whatsoever in connection with any
decision to exercise or not to exercise any such right and each Placee agrees
that it has no rights against the Joint Bookrunners or the Company, or any of
their respective officers, directors, employees agents or advisers, under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties Act)
1999;

4.       that these terms and conditions represent the whole and only
agreement between it, the relevant Bookrunner and the Company in relation to
its participation in the Placing and supersedes any previous agreement between
any of such parties in relation to such participation. Accordingly, each
Placee, in accepting its participation in the Placing, is not relying on any
information or representation or warranty in relation to the Company or any of
its subsidiaries or any of the Placing Shares other than as contained in the
Exchange Information (including this Announcement), such information being all
that it deems necessary to make an investment decision in respect of the
Placing Shares. Each Placee agrees that neither the Company, the Joint
Bookrunners nor any of their respective officers, directors or employees will
have any liability for any such other information, representation or warranty,
express or implied;

5.       that in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 5(1) of the Prospectus
Regulation and Article 5(1) of the Prospectus Regulation (as it forms part of
domestic UK law pursuant to the EUWA), (i) the Placing Shares acquired by it
in the Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any Member State
of the European Economic Area which has implemented the Prospectus Regulation
or the UK, respectively, other than Qualified Investors or in circumstances in
which the prior consent of the Joint Bookrunners has been given to the offer
or resale; or (ii) where Placing Shares have been acquired by it on behalf of
persons in any member state of the EEA, or the UK respectively, other than
Qualified Investors, the offer of those Placing Shares to it is not treated
under the Prospectus Regulation or the Prospectus Regulation (as it forms part
of domestic UK law pursuant to the EUWA) (as the case may be) as having been
made to such persons;

6.       that neither it nor, as the case may be, its clients expect the
Joint Bookrunners to have any duties or responsibilities to such persons
similar or comparable to the duties of "best execution" and "suitability"
imposed by the FCA's Conduct of Business Source Book, and that the Joint
Bookrunners are not acting for it or its clients, and that the Joint
Bookrunners will not be responsible for providing the protections afforded to
customers of the Joint Bookrunners or for providing advice in respect of the
transactions described in this Announcement;

7.       that it has made its own assessment of the Placing Shares and
has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the Placing and that
it shall not be entitled to rely upon any material regarding the Placing
Shares or the Company (if any) that the Joint Bookrunners (or either of them)
or the Company or any of their respective affiliates, agents, directors,
officers or employees or any person acting on behalf of any of them has
provided, other than the information in the Exchange Information (including
this Announcement); nor has it requested any of the Joint Bookrunners, the
Company or any of their respective affiliates, agents, directors, officers or
employees or any person acting on behalf of any of them to provide it with any
such information;

8.       that it understands and accepts that, without the prior written
approval of the TSXV and compliance with all applicable Canadian securities
laws, the Placing Shares may not be sold, transferred, hypothecated or
otherwise traded on or through the facilities of TSXV or otherwise in Canada
or to or for the benefit of a Canadian resident until the date that is four
months and a day after the date of issuance of such Placing Shares;

9.       that it is: (i) located outside the United States and is not a
US Person as defined in Regulation S under the U.S. Securities Act
("Regulation S") and is subscribing for and/or purchasing the Placing Shares
only in "offshore transactions" as defined in and pursuant to Regulation S,
and (ii) it is not subscribing for and/or purchasing Placing Shares as a
result of any "directed selling efforts" as defined in Regulation S or by
means of any form of "general solicitation" or "general advertising" as such
terms are defined in Regulation D under the U.S. Securities Act;

10.     that the Placing Shares have not been and will not be registered
under the U.S. Securities Act, or under the securities legislation of, or with
any securities regulatory authority of, any state or other jurisdiction of the
United States and accordingly the Placing Shares may not be offered, sold,
pledged, resold, transferred, delivered or distributed into or within the
United States except in compliance with the registration requirements of the
U.S. Securities Act and applicable state securities requirements or pursuant
to exemptions therefrom;

11.     that neither the Joint Bookrunners or the Company or any of their
respective affiliates, agents, directors, officers or employees has made any
representation or warranty to it, express or implied, with respect to the
Company, the Placing or the Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information;

12.     that, unless specifically agreed with the relevant Bookrunner, it
is not and was not acting on a non-discretionary basis for the account or
benefit of a person located within the United States or any US Person at the
time the undertaking to subscribe for and/or purchase Placing Shares was given
and it is not acquiring Placing Shares with a view to the offer, sale, resale,
transfer, delivery or distribution, directly or indirectly, of any Placing
Shares into the United States or to any US Person and it will not reoffer,
resell, pledge or otherwise transfer the Placing Shares except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the U.S. Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;

13.     that it is not a national or resident of Canada, Australia, the
Republic of South Africa or Japan or a corporation, partnership or other
entity organised under the laws of Canada,  Australia, New Zealand, the
Republic of South Africa or Japan and that it will not (unless an exemption
under the relevant securities laws is applicable) offer, sell, renounce,
transfer or deliver, directly or indirectly, any of the Placing Shares in
Canada, Australia, New Zealand, the Republic of South Africa or Japan or to or
for the benefit of any person resident in Canada, Australia, New Zealand, the
Republic of South Africa or Japan and each Placee acknowledges that the
relevant clearances or exemptions are not being obtained from the Securities
Commission of any province or territory of Canada, that no prospectus has been
or will be lodged with, filed with or registered by the Australian Securities
and Investments Commission, the Securities Commission of New Zealand, the
Japanese Ministry of Finance or the South African Reserve Bank and that the
Placing Shares are not being offered for sale and may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into the United States, Australia,
New Zealand, Canada, Japan or South Africa or any other jurisdiction in which
such offer, sale, resale or delivery would be unlawful;

14.     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;

15.     that it has not, directly or indirectly, distributed, forwarded,
transferred or otherwise transmitted, and will not, directly or indirectly,
distribute, forward, transfer or otherwise transmit, any presentation or
offering materials concerning the Placing or the Placing Shares to any persons
within the United States or to any US Persons;

16.     that it is entitled to subscribe for and/or purchase Placing
Shares under the laws of all relevant jurisdictions which apply to it and that
it has fully observed such laws and obtained all governmental and other
consents which may be required thereunder or otherwise and complied with all
necessary formalities and that it has not taken any action which will or may
result in the Company or the Joint Bookrunners (or either of them) or any of
their respective directors, officers, employees or agents acting in breach of
any regulatory or legal requirements of any territory in connection with the
Placing or its acceptance;

17.     that it has obtained all necessary consents and authorities to
enable it to give its commitment to subscribe for and/or purchase the Placing
Shares and to perform its subscription and/or purchase obligations;

18.     that where it is acquiring Placing Shares for one or more managed
accounts, it is authorised in writing by each managed account: (a) to acquire
the Placing Shares for each managed account; (b) to make on its behalf the
representations, warranties, acknowledgements, undertakings and agreements in
these Terms and Conditions; and (c), if applicable, to receive on its behalf
any investment letter relating to the Placing in the form provided to it by
the relevant Bookrunner;

19.     that it is either: (a) a person of a kind described in paragraph 5
of Article 19 (persons having professional experience in matters relating to
investments and who are investment professionals) of the Order; or (b) a
person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net
worth companies, unincorporated associations, partnerships or trusts or their
respective directors, officers or employees) of the Order; or (c) a person to
whom it is otherwise lawful for this Announcement to be communicated;

20.     that, unless otherwise agreed by the relevant Bookrunner, it is a
Qualified Investor;

21.     that, unless otherwise agreed by the relevant Bookrunner, it is a
"professional client" or an "eligible counterparty" within the meaning of
Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing
Placing Shares for investment only and not with a view to resale or
distribution;

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

23.     that any money held in an account with the relevant Bookrunner (or
its nominee or agent) on its behalf and/or any person acting on its behalf
will not be treated as client money within the meaning of the rules and
regulations of the FCA. Each Placee further acknowledges that the money will
not be subject to the protections conferred by the FCA's client money rules.
As a consequence, this money will not be segregated from the Bookrunner's (or
its nominee's or agent's) money in accordance with such client money rules and
will be used by the relevant Bookrunner in the course of its own business and
each Placee will rank only as a general creditor of the relevant Bookrunner;

24.     that it will (or will procure that its nominee will) if
applicable, make notification to the Company of the interest in its Common
Shares in accordance with the Articles (which incorporate by reference the
requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of
the FCA);

25.     that it is not, and it is not acting on behalf of, a person
falling within subsections (6), (7) or (8) of sections 67 or 70 respectively
or subsections (2) and (3) of section 93 or subsection (1) of section 96 of
the Finance Act 1986;

26.     that it will not deal or cause or permit any other person to deal
in all or any of the Placing Shares which it is subscribing for and/or
purchasing under the Placing unless and until Admission becomes effective;

27.     that it appoints irrevocably any director of the relevant
Bookrunner as its agent for the purpose of executing and delivering to the
Company and/or its registrars any document on its behalf necessary to enable
it to be registered as the holder of the Placing Shares;

28.     that this Announcement does not constitute a securities
recommendation or financial product advice and that neither of the Joint
Bookrunners nor the Company has considered its particular objectives,
financial situation and needs;

29.     that it has sufficient knowledge, sophistication and experience in
financial, business and investment matters as is required to evaluate the
merits and risks of subscribing for or purchasing the Placing Shares and is
aware that it may be required to bear, and it, and any accounts for which it
may be acting, are able to bear, the economic risk of, and is able to sustain,
a complete loss in connection with the Placing;

30.     that it will indemnify and hold the Company, each Joint Bookrunner
and their respective affiliates harmless from any and all costs, claims,
liabilities and expenses (including legal fees and expenses) arising out of or
in connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in these Terms and Conditions
and further agrees that the Company and each of the Joint Bookrunners will
rely on the truth and accuracy of the confirmations, warranties,
acknowledgements and undertakings herein and, if any of the foregoing is or
becomes no longer true or accurate, the Placee shall promptly notify the
relevant Bookrunner and the Company. All confirmations, warranties,
acknowledgements and undertakings given by the Placee, pursuant to this
Announcement (including the Terms and Conditions) are given to each Joint
Bookrunner for itself and on behalf of the Company and will survive completion
of the Placing and Admission;

31.     that time shall be of the essence as regards obligations pursuant
to these Terms and Conditions;

32.     that it is responsible for obtaining any legal, financial, tax and
other advice that it deems necessary for the execution, delivery and
performance of its obligations in accepting the terms and conditions of the
Placing, and that it is not relying on the Company or either of the Joint
Bookrunners to provide any legal, financial, tax or other advice to it;

33.     that all dates and times in this Announcement (including these
Terms and Conditions) may be subject to amendment and that the relevant
Bookrunner shall notify it of such amendments;

34.     that (i) it has complied with its obligations under the Criminal
Justice Act 1993 and MAR, (ii) in connection with money laundering and
terrorist financing, it has complied with its obligations under the Proceeds
of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the
Terrorism Act 2006 and the Money Laundering and Terrorist Financing
Regulations 2019 and (iii) it is not a person: (a) with whom transactions are
prohibited under the Foreign Corrupt Practices Act of 1977 or any economic
sanction programmes administered by, or regulations promulgated by, the Office
of Foreign Assets Control of the U.S. Department of the Treasury or the United
States Department of State; (b) named on the Consolidated List of Financial
Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c)
subject to financial sanctions imposed pursuant to a regulation of the
European Union or a regulation adopted by the United Nations (together, the
"Regulations"); and, if making payment on behalf of a third party, that
satisfactory evidence has been obtained and recorded by it to verify the
identity of the third party as required by the Regulations and, if making
payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations and has obtained all governmental and other
consents (if any) which may be required for the purpose of, or as a
consequence of, such purchase, and it will provide promptly to the relevant
Bookrunner such evidence, if any, as to the identity or location or legal
status of any person which that Bookrunner may request from it in connection
with the Placing (for the purpose of complying with such Regulations or
ascertaining the nationality of any person or the jurisdiction(s) to which any
person is subject or otherwise) in the form and manner requested by the
relevant Bookrunner on the basis that any failure by it to do so may result in
the number of Placing Shares that are to be subscribed for and/or purchased by
it or at its direction pursuant to the Placing being reduced to such number,
or to nil, as the relevant Bookrunner may decide in its absolute discretion;

35.     that it will not make any offer to the public within the meaning
of the Prospectus Regulation of those Placing Shares to be subscribed for
and/or purchased by it;

36.     that it will not distribute any document relating to the Placing
Shares and it will be acquiring the Placing Shares for its own account as
principal or for a discretionary account or accounts (as to which it has the
authority to make the statements set out herein) for investment purposes only
and it does not have any contract, understanding or arrangement with any
person to sell, pledge, transfer or grant a participation therein to such
person or any third person with respect of any Placing Shares; save that that
if it is a private client stockbroker or fund manager it confirms that in
purchasing the Placing Shares it is acting under the terms of one or more
discretionary mandates granted to it by private clients and it is not acting
on an execution only basis or under specific instructions to purchase the
Placing Shares for the account of any third party;

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

38.    that any documents sent to Placees will be sent at the Placees' risk
and that they may be sent by post to such Placees at an address notified to
the relevant Bookrunner;

39.    that the Joint Bookrunners owe no fiduciary or other duties to any
Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;

40.    that a Bookrunner or its respective affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
Placing Shares;

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

42.     that if it has received any confidential price sensitive
information concerning the Company in advance of the publication of this
Announcement, it has not: (i) dealt in the securities of the Company; (ii)
encouraged, required, recommended or induced another person to deal in the
securities of the Company; or (iii) disclosed such information to any person,
prior to such information being made publicly available.

The Company, the Joint Bookrunners and their respective affiliates will rely
upon the truth and accuracy of each of the foregoing representations,
warranties, acknowledgements and undertakings which are given to the Company
and the Joint Bookrunners and are irrevocable.

The provisions of these Terms and Conditions may be waived, varied or modified
as regards specific Placees or on a general basis by the relevant Bookrunner.

The agreement to settle a Placee's subscription and/or purchase (and/or the
subscription of a person for whom such Placee is contracting as agent) free of
stamp duty and stamp duty reserve tax depends on the settlement relating only
to a subscription by it and/or such person direct from the Company for the
Placing Shares (via Depositary Interests) in question. Such agreement assumes
that the Placing Shares are not being subscribed for in connection with
arrangements to issue depositary receipts or to transfer the Placing Shares
into a clearance service. If there are any such arrangements, or the
settlement relates to any other subsequent dealing in the Placing Shares,
stamp duty or stamp duty reserve tax may be payable, for which neither the
Company or the Joint Bookrunners will be responsible, and the Placee to whom
(or on behalf of whom, or in respect of the person for whom it is
participating in the Placing as an agent or nominee) the allocation,
allotment, issue or delivery of Placing Shares has given rise to such UK stamp
duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp
duty reserve tax forthwith and to indemnify on an after-tax basis and to hold
harmless the Company and the Joint Bookrunners in the event that any of the
Company and/or the Joint Bookrunners have incurred any such liability to UK
stamp duty or stamp duty reserve tax. If this is the case, each Placee should
seek its own advice and notify the relevant Bookrunner accordingly.

In addition, Placees should note that they will be liable for any stamp duty
and all other stamp, issue, securities, transfer, registration, documentary or
other duties or taxes (including any interest, fines or penalties relating
thereto) payable outside the UK by them or any other person on the
subscription or purchase by them of any Placing Shares or the agreement by
them to subscribe for or purchase any Placing Shares.

The Exchange Information has been issued by, and is the sole responsibility,
of the Company. No representation or warranty express or implied, is or will
be made as to, or in relation to, and no responsibility or liability is or
will be accepted by the Joint Bookrunners or by any of their respective
affiliates or agents as to or in relation to, the accuracy or completeness of
the Exchange Information (including 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 therefore is expressly disclaimed.

Canaccord Genuity Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Company
and no one else in connection with the Placing and Admission, and Canaccord
will not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this Announcement.

H&P Advisory Limited, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom is acting exclusively for the Company
and no one else in connection with the Placing and Admission, and H&P will
not be responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in relation to the
Placing or Admission or any other matters referred to in this Announcement.

Neither of Canaccord or H&P nor any of their respective subsidiary
undertakings, affiliates or any of their respective directors, officers,
employees, advisers, agents or any other person accepts any responsibility or
liability whatsoever for, or makes any representation or warranty, express or
implied, as to the truth, accuracy, completeness or fairness of the
information or opinions contained in the Exchange Information (or whether any
information has been omitted from it) or any other information relating to the
Company, its subsidiaries or associated companies, whether written, oral or in
a visual or electronic form, and howsoever transmitted or made available or
for any loss howsoever arising from any use of the Exchange Information or its
contents or otherwise arising in connection therewith and any liability
therefore is expressly disclaimed.

 

 

Definitions

In this Announcement (including the Terms and Conditions), the following words and expressions shall (save where the context otherwise requires) have the following meanings:

 

 "Admission"                              the admission of the Placing Shares to trading on AIM becoming effective in
                                          accordance with the AIM Rules
 "AIM"                                    the market of that name operated by the London Stock Exchange
 "AIM Rules"                              the AIM Rules for Companies, published by London Stock Exchange from time to
                                          time
 "Announcement"                           this announcement (including the Appendix which forms

                                          part of this announcement)
 "Articles"                               the articles of continuance and by-laws of the Company from time to time
 "Bookbuild"                              the bookbuilding to be conducted by the Joint Bookrunners pursuant to the
                                          Placing Agreement and this Announcement, including the Terms and Conditions
 "Bought Deal Engagement Letter"          the engagement letter between the Company and Eight Capital in respect of the
                                          Prospectus Offering
 "Canaccord"                              Canaccord Genuity Limited
 "Common Shares"                          common shares of no par value in the capital of the Company
 "Company" or "Southern"                  Southern Energy Corp.
 "Depositary Interests"                   depositary interests representing the Common Shares
 "EEA"                                    the European Economic Area
 "Eight Capital"                          a partnership formed pursuant to the laws of Canada
 "EUWA"                                   the European Union (Withdrawal) Act 2018, as amended
 "FCA"                                    the Financial Conduct Authority
 "FSMA"                                   the Financial Services and Markets Act, as amended
 "Group"                                  the Company and its subsidiaries and subsidiary undertakings
 "Group Company"                          a member of the Group
 "H&P"                                    H & P Advisory Limited
 "Joint Bookrunners" or "Joint Brokers"   H&P and Canaccord and "Bookrunner" and "Broker" shall be construed

                                        accordingly

 "London Stock Exchange"                  London Stock Exchange plc
 "MAR"                                    the Market Abuse Regulation (2014/596/EU) (as it forms part of UK domestic law
                                          by virtue of the EUWA)
 "Offering"                               the proposed offering of Common Shares to raise aggregate gross proceeds of
                                          approximately US$30.0 million by way of the Prospectus Offering and the
                                          Placing
 "Placees"                                a person who has agreed to subscribe for Placing Shares at the Placing Price;
 "Placing"                                the proposed placing by the Joint Bookrunners, on behalf of the Company, of
                                          the Placing Shares on the terms and subject to the conditions set out in this
                                          Announcement (including these Terms and Conditions) and the Placing Agreement
                                          at the Placing Price
 "Placing Agreement"                      the agreement between the Joint Bookrunners and the Company in respect of the
                                          Placing
 "Placing Price"                          54.5 pence per Placing Share
 "Placing Shares"                         the new Common Shares to be allotted and issued by the Company pursuant to the
                                          Placing
 "Preliminary Prospectus"                 the Company's preliminary short form prospectus in connection with the
                                          Prospectus Offering
 "Prospectus Offering"                    the Company's proposed underwritten bought deal prospectus offering of
                                          Prospectus Shares at the Prospectus Price
 "Prospectus Price"                       C$0.87 per Prospectus Share
 "Prospectus Shares"                      the new Common Shares to be allotted and issued by the Company pursuant to the
                                          Prospectus Offering
 "Regulation S"                           Regulation S under the U.S. Securities Act
 "Regulatory Information Service"         one of the regulatory information services authorised by the FCA acting in its
                                          capacity as the UK listing authority to receive, process and disseminate
                                          regulatory information
 "TSXV"                                   the TSX Venture Exchange
 "TSXV Rules"                             the rules and policies of the TSXV, including the TSXV Corporate Finance
                                          Manual and related staff notices
 "Underwriters"                           the syndicate of underwriters led by Eight Capital
 "Underwriting Agreement"                 the underwriting agreement between the Company and the Underwriters with
                                          respect to the Prospectus Offering
 "United States"                          the United States, including its territories and possessions, any state of the
                                          United States and the District of Columbia
 "US Person"                              has the meaning given that term in Regulation S
 "U.S. Securities Act"                    the United States Securities Act of 1933, as amended
 "C$"                                     Canadian dollars, the lawful currency of Canada
 "£", "pounds sterling", "pence" or "p"   are references to the lawful currency of the United Kingdom
 "US$"                                    United States dollars, the lawful currency of the United States of America

 

 

 

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