REG - UK Oil & Gas PLC - Successful Placing and appointment of new CFO

UK Oil & GasAnnouncement

12/09/2022 07:00

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RNS Number : 0184Z  UK Oil & Gas PLC  12 September 2022

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED
THEREIN IS RESTRICTED AND IT IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION
OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND 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 IN UK
OIL & GAS PLC OR ANY OTHER ENTITY IN ANY SUCH JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION (EU NO. 596/2014) AS IT FORMS PART OF
UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").

 

UK Oil & Gas PLC

("UKOG" or the "Company")

 

Successful Placing and appointment of new CFO

 

UK Oil & Gas PLC (London AIM: UKOG) is pleased to announce that it has
successfully raised gross proceeds of £3.0 million by means of a placing (the
"Placing") of new Ordinary Shares (the "Placing Shares") at a price of 0.0875
pence per share (the "Placing Price").

The Placing Price represents a discount of approximately 20.3 per cent to the
Closing Price of 0.1098 pence per Ordinary Share on 9 September 2022, being
the latest practicable business day prior to the publication of this
Announcement.

Placing Summary

·    The Placing raised £3.0m (before expenses) through the issue
of 3,428,571,425 Placing Shares at the Placing Price.

·    The Placing Shares represent 16.25 per cent. of the Enlarged Issued
Share Capital.

·    The net proceeds of the Placing will be used to help deliver the
Company's stated strategy and work programme as detailed in its RNS of 20(th)
July 2022 and as further detailed below.

·    Participants in the Placing have subscribed on the basis of the terms
and conditions of the Placing which are attached as the Appendix to this
announcement.

The Placing

The Company will issue 3,428,571,425 Placing Shares, to raise gross proceeds
of £3,000,000 to participants in the Placing. The Placing Shares will be
admitted ("Admission") to trading on the AIM market ("AIM") of London Stock
Exchange plc ("LSE") on or around 16 September 2022.

W H Ireland Limited ("WH Ireland") acted as sole bookrunner in connection with
the Placing.

Reasons for the Placing and Use of Proceeds

The placing has been undertaken to provide the Company with a source of
general working capital and to help deliver the Company's previously stated
near term goals of completing the Phase 2 Turkey seismic programme and the
subsequent drilling of a new appraisal well in the Basur oil discovery,
anticipated to be able to add near-term oil production to the Company in H1
2023.

Placing Information

The Placing has not been underwritten by WH Ireland and is conditional inter
alia on the placing agreement dated 11 September 2022 between the Company and
WH Ireland (the "Placing Agreement") not having been terminated and Admission.

The Placing Shares will be issued, credited as fully paid, and will rank pari
passu with the existing Ordinary Shares in issue in the capital of the
Company, including the right to receive all dividends and other distributions
(if any) declared, made or paid on or in respect of such shares after the date
of their issue.

Admission to trading

Application will be made to the London Stock Exchange for Admission, which is
expected to become effective and dealings in the Placing Shares to commence
at, 8.00 a.m. on or around 16 September 2022.

The total voting rights in the Company is therefore 21,096,376,104  and
Shareholders may use this figure as the denominator by which they are required
to notify their interest in, or change to their interest in, the Company under
the Disclosure Guidance and Transparency Rules.

Appointment of new CFO

The Company is also delighted to announce the appointment of Guzyal
Mukhametzhanova as Chief Financial Officer, replacing Matt Gormley who is
leaving the Company for a new position. Guzyal started her career within
KPMG's Energy and Natural Resources practice before joining JKX Oil and Gas
Limited as Group Financial Controller and then Finance Director. Guzyal has 20
years of experience in the natural resources and energy space and is a member
of the Association of Chartered Certified Accountants (ACCA). She graduated
from the London Business School and holds an MSc in Finance. Guzyal's role of
CFO at UKOG is a non-board position.

The Company thanks Matt Gormley for his valuable contribution and wish him
success in his new position.

 

For further information, please contact:

 

 UK Oil & Gas PLC
 Stephen Sanderson /Guzyal Mukhametzhanova / Matt Gormley/ Allen D Howard  Tel: 01483 941493
 WH Ireland (Nomad and Joint Broker)
 James Joyce / James Bavister / Andrew de Andrade (Nomad)                  Tel: 020 7220 1666

 Harry Ansell / Dan Bristowe (Corporate Broking)
 Communications
 Brian Alexander                                                           Tel: 01483 941493

The person responsible for arranging this announcement on behalf of UK Oil and
Gas plc is Stephen Sanderson, CEO of the Company.

 

The information contained within this announcement is deemed by the Company to
constitute inside information under UK MAR

This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "anticipates", "targets", "aims",
"continues", "expects", "intends", "hopes", "may", "will", "would", "could" or
"should" or, in each case, their negative or other variations or comparable
terminology. These forward-looking statements include matters that are not
facts. They appear in a number of places throughout this Announcement and
include statements regarding the Directors' intentions, beliefs or current
expectations concerning, amongst other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the industries in which the Group operates. By their very nature,
forward-looking statements involve risk and uncertainty because they relate to
events, and depend on circumstances, that may or may not occur in the future.
A number of factors could cause actual results and developments to differ
materially from those expressed or implied by such forward-looking statements,
including, without limitation: conditions in the public markets; the market
position of the Group; the earnings, financial position, cash flows, return on
capital and operating margins of the Group; the anticipated investments and
capital expenditures of the Group; changing business or other market
conditions; changes in political or tax regimes, exchange rates and clients;
changes in governmental policies, and general economic conditions. These and
other factors could adversely affect the outcome and financial effects of the
plans and events described herein. Forward-looking statements contained in
this Announcement based on past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
Subject to any requirement under the AIM Rules, UK MAR, neither the Company
nor WH Ireland undertakes any obligation to update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Investors should therefore not place undue reliance on
forward-looking statements, which speak only as of the date of this
Announcement.

WH Ireland Limited, which is a member of the London Stock Exchange, is
authorised and regulated in the United Kingdom by the Financial Conduct
Authority and is acting as financial adviser, nominated adviser and broker for
the purposes of the AIM Rules for Companies.  WH Ireland Limited is acting
exclusively for the Company in connection with the matters referred to in this
Announcement and for no-one else and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients nor for
providing any advice in relation to the contents of this Announcement or any
transaction, arrangement or matter referred to herein.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by WH Ireland (apart from the responsibilities or liabilities that
may be imposed by FSMA or the regulatory regime established thereunder) or the
Company or by any of their respective Affiliates or agents 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 therefore is expressly
disclaimed.

The distribution of this Announcement and the offering of the Placing Shares
in certain jurisdictions may be restricted by law. No action has been taken by
the Company or WH Ireland that would permit an offering of such shares or
possession or distribution of this Announcement or any other offering or
publicity material relating to such shares in any jurisdiction where action
for that purpose is required. Persons into whose possession this Announcement
comes are required by the Company or WH Ireland to inform themselves about,
and to observe such restrictions.

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

This Announcement is released by the Company and contains inside information
for the purposes of UK MAR, encompassing information relating to the Placing
raising up to £5 million and is disclosed in accordance with the Company's
obligations under UK MAR.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER, THE "ANNOUNCEMENT"), AND
THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM
THE UNITED STATES, AUSTRALIA, CANADA, NEW ZEALAND, JAPAN, THE REPUBLIC OF
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A
VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) IN A MEMBER STATE OF THE EUROPEAN
ECONOMIC AREA, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY WH IRELAND,
"QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS
REGULATION (WHICH MEANS REGULATION (EU) 2017/1129) (THE "PROSPECTUS
REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO: (I) FALL WITHIN THE
DEFINITION OF "QUALIFIED INVESTORS" OF THE PROSPECTUS REGULATION, AS IT FORMS
PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(AS AMENDED) ("EUWA") AND OTHER IMPLEMENTING MEASURES (SUCH PERSONS IN (A) AND
(B)(I) BEING "QUALIFIED INVESTORS"); (II) ARE EITHER "INVESTMENT
PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES
AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"), OR FALL
WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC") OF THE ORDER OR TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT
PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT
BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND
CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND
WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. PERSONS INTO WHOSE POSSESSION
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) COMES ARE REQUIRED BY THE COMPANY
AND WH IRELAND TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.

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 ITSELF
CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA.  THIS ANNOUNCEMENT IS
NOT AN OFFER OF SECURITIES FOR SALE 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, AND MAY NOT BE OFFERED OR SOLD IN THE
UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION.
NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS
AND RELATED ASPECTS 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 DISPOSAL OF 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 under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Japan or the Republic of
South Africa. Accordingly, the Placing Shares may not (unless an exemption
under the relevant securities laws is applicable) be offered, sold, resold or
delivered, directly or indirectly, in or into Australia, Canada, Japan, the
Republic of South Africa, New Zealand or any other jurisdiction in which such
offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Requirements") and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any
"manufacturer" (for the purposes of the UK MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the 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: (a) retail
investors, (b) investors who meet the criteria of professional clients and (c)
eligible counterparties (each as defined in paragraphs 3.5 and 3.6 of COBS);
and (ii) eligible for distribution through all distribution channels as are
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the
Target Market Assessment, distributors should note that: the price of the
Placing Shares may decline and investors could lose all or part of their
investment; the Placing Shares offer no guaranteed income and no capital
protection; and an investment in the Placing Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.

For the avoidance of doubt, the 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 (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other
action whatsoever with respect to the Placing Shares.

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

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

These terms and conditions apply to persons acquiring Placing Shares pursuant
to the Placing. Each Placee hereby agrees with WH Ireland 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 WH Ireland 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 Appendix, unless the context otherwise requires, "Placee" means a
Relevant Person (including individuals, funds or others) who has been invited
to participate in the Placing by WH Ireland and on whose behalf a commitment
to subscribe for or acquire Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

WH Ireland and the Company have entered into a Placing Agreement, under which
WH Ireland will, on the terms and subject to the conditions set out therein,
undertake to use its reasonable endeavours to procure subscribers for the
Placing Shares at the Placing Price, in order to raise up to approximately £3
million in gross proceeds. The Placing is not being underwritten by WH Ireland
or any other person.

The Placing Shares are expected to be issued on or around 16 September 2022.
The Placing Shares will, when issued, be subject to the articles of
association of the Company, will be credited as fully paid and will rank pari
passu in all respects with the Existing Ordinary Shares, including the right
to receive all dividends and other distributions (if any) declared, made or
paid on or in respect of Ordinary Shares after the date of issue of the
Placing Shares. The Placing Shares will trade under UKOG with ISIN
GB00B9MRZS43.

Application for admission to trading of the Placing Shares

Application will be made to the London Stock Exchange for the Placing Shares
to be admitted to trading on AIM. Admission for the Placing Shares is expected
to become effective and dealings in such shares are expected to commence at
8.00 a.m. on or around 16 September 2022 ("Admission"). In any event, the
latest date for Admission is 30 September 2022 (the "Long Stop Date").

Placing

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.

Participation in, and principal terms of, the Placing are as follows:

1.               WH Ireland is arranging the Placing as agent
for the Company. WH Ireland is regulated by the FCA, is acting exclusively for
the Company and no one else in connection with the matters referred to in this
Announcement and will not be responsible to anyone other than the Company for
providing the protections afforded to their respective customers or for
providing advice in relation to the matters described in this Announcement.

2.               The number of Placing Shares to be issued at
the Placing Price under the Placing has been or will be agreed between WH
Ireland and the Company.

3.               Participation in the Placing is only available
to persons who are lawfully able to , and have been invited to, participate by
WH Ireland. WH Ireland is entitled to participate in the Placing as principal.

4.               Each Placee's allocation has been or will be
confirmed to Placees orally, or in writing (which can include email), by WH
Ireland and a trade confirmation or contract note has been or will be
dispatched as soon as possible thereafter. WH Ireland's oral or written
confirmation will give rise to an irrevocable, legally binding commitment by
that person (who at that point becomes a Placee), in favour of WH Ireland 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 this Appendix and in accordance with
the Company's articles of association. Except with WH Ireland's consent, such
commitment will not be capable of variation or revocation.

5.               As noted above, each Placee's allocation will,
unless otherwise agreed between the Placee and WH Ireland, be evidenced by a
trade confirmation or contract note issued to each such Placee by WH Ireland.
The terms and conditions of this Announcement (including this Appendix) will
be deemed to be incorporated in that trade confirmation, contract note or such
other confirmation and will be legally binding on the Placee on behalf of
which it is made and except with WH Ireland consent will not be capable of
variation or revocation from the time at which it is issued.

6.               Each Placee will have an immediate, separate,
irrevocable and binding obligation, owed to WH Ireland (as agent for the
Company), to pay to WH Ireland (or as WH Ireland may direct) in cleared funds
an amount equal to the product of the Placing Price and the number of Placing
Shares such Placee has agreed to acquire and the Company has agreed to allot
and issue to that Placee.

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

8.               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".

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

10.             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.

11.             To the fullest extent permissible by law and the
applicable rules of the FCA, neither WH Ireland nor any of its Affiliates
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. Each Placee acknowledges and agrees
that the Company is responsible for the allotment of the Placing Shares to the
Placees and WH Ireland and its Affiliates shall have no liability to the
Placees for the failure of the Company to fulfil those obligations. In
particular, neither WH Ireland nor any of its Affiliates shall have any
liability (including to the extent permissible by law, any fiduciary duties)
in respect of WH Ireland's conduct of the Placing.

Conditions of the Placing

WH Ireland's obligations under the Placing Agreement in respect of, amongst
other things, the Placing are conditional on, inter alia:

12.             the release of this Announcement to a Regulatory
Information Service by no later than 7:00 a.m. on 12 September 2022;

13.             the delivery by the Company to WH Ireland of
certain documents required under the Placing Agreement;

14.             the Company having fully performed its obligations
under the Placing Agreement which WH Ireland have, acting in good faith,
deemed material to the extent that they fall to be performed prior to
Admission;

15.             none of the warranties or undertakings given in
the Placing Agreement being untrue or inaccurate or misleading in any respect
at any time before Admission, and no fact or circumstance having arisen which
would constitute a breach of any of the warranties or undertakings given in
the Placing Agreement on the dates on which they are given or would have
rendered any of the warranties or undertakings given in the Placing Agreement
untrue, incorrect or misleading if such fact or circumstance had occurred
before the date of the Placing Agreement;

16.             admission of the Placing Shares to trading on AIM
becoming effective in accordance with Rule 6 of the AIM Rules on or before 16
September 2022 or such later date as the Company and WHI may agree, but not
being later than 30 September  2022; and

17.             the Placing Agreement not having been terminated
by WH Ireland.

If: (i) any of the conditions contained in the Placing Agreement, including
those described above, are not fulfilled or (where applicable) waived by WH
Ireland by the respective time or date where specified (or such later time or
date as WH Ireland may notify to the Company (being not later than the Long
Stop Date)) or (ii) any of such conditions becomes incapable of being
fulfilled, 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.

WH Ireland may, at its discretion and upon such terms as it thinks fit, waive,
or extend the period for, 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
by the Long Stop Date may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement or its Appendix.

Neither WH Ireland, the Company nor any of their respective Affiliates or
officers, directors, employees or agents 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 WH Ireland.

Right to terminate the Placing Agreement

WH Ireland is entitled to terminate the Placing Agreement at any time prior to
Admission by giving notice to the Company in certain circumstances, including,
inter alia:

18.             the Company is in breach of any provision of the
Placing Agreement which is material in the context of the Placing, or with the
requirements of any laws or regulations (including UK MAR, FSMA or the AIM
Rules) in relation to the Placing;

19.             WH Ireland becomes aware of any circumstance which
results in any of the warranties given in the Placing Agreement being untrue
or inaccurate or misleading when given at the date of the Placing Agreement or
which results in or might in the opinion of WH Ireland results in any of the
warranties being untrue or inaccurate or misleading when deemed given;

20.             it should come to the notice of WH Ireland that
any statement contained in any of the Placing Documents (as defined in the
Placing Agreement) is untrue or inaccurate which WH Ireland considers to be
material or misleading or that matters have arisen which would, if the Placing
Documents were issued at that time, constitute an omission therefrom which WH
Ireland (acting in good faith) considers to be material, and such matter may
not, in the opinion of WH Ireland be addressed by the publication of a further
document or the making of an announcement;

21.             in the opinion of WH Ireland there has occurred
any material adverse change in the condition (financial, operational, legal or
otherwise) of the Company and/or any other member of the Group whether or not
arising in the ordinary course;

22.             the application for Admission being refused by the
London Stock Exchange; or

23.             there having occurred or, in the opinion of WH
Ireland it being reasonably likely that there will occur, any material adverse
change in the financial markets in the United Kingdom, or economic, monetary
or market conditions which would have a material impact on the business and
operations of the Company.

If the Placing Agreement is terminated prior to Admission then the Placing
will not occur.

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 WH Ireland
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of WH Ireland and that WH Ireland need
not make any reference to Placees in this regard and that neither WH Ireland
nor any of its Affiliates shall have any liability to Placees whatsoever in
connection with any such exercise or failure so to exercise.

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 an admission document or prospectus in the United
Kingdom or any equivalent document in any other jurisdiction. 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 or
the Placing Shares, and Placees' commitments will be made solely on the basis
of the information contained in this Announcement (including this Appendix)
and the business and financial information that the Company is required to
publish in accordance with the AIM Rules (the "Exchange Information") or has
published via a Regulatory Information Service ("Publicly Available
Information"). Each Placee, by accepting a participation in the Placing,
agrees that the content of this Announcement is exclusively the responsibility
of the Company and confirms that it has neither received nor relied on any
other information (other than the Exchange Information and/or Publicly
Available Information), representation, warranty, or statement made by or on
behalf of the Company or WH Ireland or any other person and neither WH
Ireland, 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 WH Ireland, 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 WH Ireland 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

Settlement of transactions in the Placing Shares will, unless otherwise
agreed, take place on a delivery versus payment basis within CREST. 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 WH Ireland in accordance
with the standing CREST settlement instructions which they have in place with
WH Ireland.

Settlement of transactions in the Placing Shares (ISIN: GB00B9MRZS43)
following Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain
exceptions, WH Ireland 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 this Announcement
or would not be consistent with the regulatory requirements in any Placee's
jurisdiction.

It is expected that settlement will take place on or about 16 September 2022
in CREST on a T+4 basis in accordance with the instructions set out in the
trade confirmation. Settlement will be through WH Ireland against CREST ID:
601 / WRCLT.

Each Placee is deemed to agree that, if it does not comply with these
obligations, WH Ireland may sell any or all of the Placing Shares allocated to
that Placee on such Placee's behalf and retain from the proceeds, for WH
Ireland 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 WH Ireland 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 WH Ireland such authorities and powers necessary to
carry out any such sale and agrees to ratify and confirm all actions which WH
Ireland 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 any 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 WH Ireland 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 WH
Ireland (for itself and on behalf of the Company):

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

25.             that the shares in the capital of the Company are
admitted to trading on AIM, and the Company is therefore required to publish
the Exchange Information, which includes a description of the nature of the
Company's business and the Company's most recent balance sheet and profit and
loss account and that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such information or
comparable information concerning any other publicly traded company without
undue difficulty;

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

27.             that the exercise by WH Ireland of any right or
discretion under the Placing Agreement shall be within the absolute discretion
of WH Ireland and WH Ireland 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 WH Ireland or the Company, or any of their respective officers,
directors or employees, under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties Act) 1999;

28.             that these terms and conditions represent the
whole and only agreement between it, WH Ireland 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 this
Announcement, the Exchange Information and the Publicly Available Information,
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, WH Ireland nor any of their respective officers, directors or
employees will have any liability for any such other information,
representation or warranty, express or implied;

29.             that in the case of any Placing Shares acquired by
it as a financial intermediary, as that term is used in the UK Prospectus
Regulation: (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 the United Kingdom or any Member State of the
European Economic Area other than Qualified Investors or in circumstances in
which the prior consent of WH Ireland has been given to the offer or resale;
or (ii) where Placing Shares have been acquired by it on behalf of persons in
the United Kingdom or any member state of the EEA other than Qualified
Investors, the offer of those Placing Shares to it is not treated under the
Prospectus Regulation as having been made to such persons;

30.             that neither it nor, as the case may be, its
clients expect WH Ireland 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
WH Ireland is not acting for it or its clients, and that WH Ireland will not
be responsible for providing the protections afforded to customers of WH
Ireland or for providing advice in respect of the transactions described
herein;

31.             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
neither WH Ireland nor the Company nor any of their respective Affiliates,
agents, directors, officers or employees or any person acting on behalf of any
of them has provided, and will not provide, it with any material regarding the
Placing Shares or the Company or any other person other than the information
in this Announcement  or the Publicly Available Information; nor has it
requested WH Ireland, 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;

32.             that the only information on which it is entitled
to rely on and on which it has relied upon in committing to subscribe for the
Placing Shares is contained in this Announcement and the Publicly Available
Information, such information being all that it deems necessary to make an
investment decision in respect of the Placing Shares and it has made its own
assessment of the Company, the Placing Shares and the terms of the Placing
based on this Announcement and the Publicly Available Information;

33.             that none of WH Ireland, the Company nor 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 this Announcement or the Publicly Available Information;

34.             that it and the person(s), if any, for whose
account or benefit it is subscribing for the Placing Shares is not subscribing
for and/or purchasing Placing Shares as a result of any "directed selling
efforts" as defined in Regulation S;

35.             that, unless specifically agreed with WH Ireland,
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 at the time the
undertaking to subscribe for 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 and it will not reoffer, resell, pledge or otherwise transfer the
Placing Shares except pursuant to an exemption from the registration
requirements of the Securities Act and otherwise in accordance with any
applicable securities laws of any state or jurisdiction of the United States;

36.             that it is not a national or resident of Canada,
Australia, New Zealand, , 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 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 exemptions are not being obtained from the
Securities Commission of any province of Canada, that no document has been or
will be lodged with, filed with or registered by the Australian Securities and
Investments Commission or Japanese Ministry of Finance and that the Placing
Shares are not being offered for sale and may not be, directly or indirectly,
offered, sold, transferred or delivered in or into Canada, Australia, New
Zealand, the Republic South Africa or Japan;

37.             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;

38.             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;

39.             that it (and any person acting on its behalf) will
make payment for the Placing Shares allocated to it in accordance with this
Announcement on the due time and date set out herein, failing which the
relevant Placing Shares may be placed with other subscribers or sold as WH
Ireland may in its discretion determine and without liability to such Placee;

40.             that it is entitled to subscribe for 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 WH Ireland 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;

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

42.             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 this Appendix and this Announcement of which it forms part; and
(c) to receive on its behalf any investment letter relating to the Placing in
the form provided to it by WH Ireland;

43.             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
(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
and in the case of (a) and (b) undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;

44.             that, unless otherwise agreed by WH Ireland, it is
a qualified investor (as defined in section 86(7) of the Financial Services
and Markets Act 2000, as amended ("FSMA"));

45.             that, unless otherwise agreed by WH Ireland, 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;

46.             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;

47.             that any money held in an account with WH Ireland
(or its nominees) 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 WH Ireland's (or its
nominee) money in accordance with such client money rules and will be used by
WH Ireland in the course of its own business and each Placee will rank only as
a general creditor of WH Ireland;

48.             that it will (or will procure that its nominee
will) if applicable, make notification to the Company of the interest in its
ordinary shares in accordance with the Disclosure Guidance and Transparency
Rules published by the FCA;

49.             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;

50.             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;

51.             that it appoints irrevocably any director of WH
Ireland 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;

52.             that, as far as it is aware, it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;

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

54.             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;

55.             that it will indemnify and hold the Company and WH
Ireland and their respective Affiliates, officers, directors, employees and
agents 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 this Appendix and further agrees that the Company and WH
Ireland 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 WH
Ireland and the Company. All confirmations, warranties, acknowledgements and
undertakings given by the Placee pursuant to this Announcement (including this
Appendix) are given to WH Ireland for itself and on behalf of the Company and
will survive completion of the Placing and Admission;

56.             that time shall be of the essence as regards
obligations pursuant to this Appendix;

57.             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 WH
Ireland to provide any legal, financial, tax or other advice to it;

58.             that all dates and times in this Announcement
(including this Appendix) may be subject to amendment and that WH Ireland
shall notify it of such amendments;

59.             that (i) it has complied with its obligations
under the Criminal Justice Act 1993, and UK 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, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 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; (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 WH Ireland such
evidence, if any, as to the identity or location or legal status of any person
which WH Ireland 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 WH Ireland 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 by it or at its direction pursuant to the Placing being reduced
to such number, or to nil, as WH Ireland may decide in its absolute
discretion;

60.             that it will not make any offer to the public of
those Placing Shares to be subscribed for by it for the purposes of the
Prospectus Regulation Rules made by the FCA pursuant to Prospectus Regulation
Rules Instrument 2019 (FCA 2019/80);

61.             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
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;

62.             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 WH Ireland 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;

63.             that any documents sent to Placees will be sent at
the Placees' risk. They may be sent by post to such Placees at an address
notified to WH Ireland;

64.             that WH Ireland owes no fiduciary or other duties
to any Placee in respect of any representations, warranties, undertakings or
indemnities in the Placing Agreement;

65.             that WH Ireland and any of its Affiliates may, at
their absolute discretion, agree to become a Placee in respect of some or all
of the Placing Shares;

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

67.             that if it has received any confidential price
sensitive information or inside 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, WH Ireland 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 WH Ireland for themselves
and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by WH Ireland.

The agreement to settle a Placee's subscription (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 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 WH Ireland 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 WH Ireland in the event that any of the Company
and/or WH Ireland 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 WH Ireland 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 by them of any Placing Shares or the agreement by them to
subscribe for any Placing Shares.

This Announcement has been issued by, and is the sole responsibility, of the
Company. No representation or warranty express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by WH Ireland or by any of its Affiliates or agents 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 therefore is expressly
disclaimed.

DEFINITIONS

The following definitions apply throughout this Announcement, unless the
context requires otherwise:

 Admission                             the admission of the Placing Shares issued pursuant to the Placing to trading
                                       on AIM becoming effective in accordance with the AIM Rules
 Affiliates                            means in relation to a company, any holding company of that company or any
                                       subsidiary of any such holding company or any other body corporate that is
                                       owned or controlled by, in control of or under common control with, that
                                       company, together with the current and former directors, partners, officers
                                       (other than auditors), employees and agents of each of such persons and of
                                       that company;
 AIM                                   the market of that name operated by the London Stock Exchange
 AIM Rules                             the AIM Rules for Companies published by the London Stock Exchange governing
                                       admission to and trading on AIM, as may be amended from time to time
 AIM Rules for Nominated Advisers      the AIM Rules for Nominated Advisers published by the London Stock Exchange
                                       setting out the eligibility, on-going obligations and certain disciplinary
                                       matters in relation to nominated advisers, as may be amended from time to time
 Announcement                          means this announcement (including the Appendix to this announcement)
 Board                                 the board of directors of the Company
 Business Day                          a day (other than a Saturday or Sunday) on which commercial banks are open for
                                       general business in London, England
 certificated or in certificated form  the description of a share or security which is not in uncertificated form
                                       (that is, not in CREST)
 Company or UKOG                       UK Oil and Gas PLC
 CREST                                 the relevant systems for the paperless settlement of trades in securities and
                                       the holding of uncertificated securities operated by Euroclear in accordance
                                       with the CREST Regulations
 CREST Regulations                     the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), including
                                       (i) any enactment or subordinate legislation which amends or supersedes those
                                       regulations and (ii) any applicable rules made under those regulations for the
                                       time being in force
 Directors                             the directors of the Company
 Euroclear                             Euroclear UK & Ireland Limited, the operator of CREST
 EUWA                                  the European Union (Withdrawal) Act 2018, as amended
 Existing Ordinary Shares              the 17,667,804,679 Ordinary Shares in issue as at the date of this
                                       Announcement
 FCA                                   the Financial Conduct Authority
 FSMA                                  the Financial Services and Markets Act 2000, as may be amended from time to
                                       time
 Group                                 the Company, together with its subsidiaries and subsidiary undertakings
 ISIN                                  International Securities Identification Number
 London Stock Exchange or LSE          London Stock Exchange PLC
 Ordinary Shares                       ordinary shares of £0.0001 each in the capital of the Company
 Placing                               the conditional placing of the Placing Shares on the terms and subject to the
                                       condition of the Placing Agreement and the terms and conditions contained in
                                       the Appendix to this Announcement
 Placing Agreement                     the Placing Agreement dated 11 September2022 between (1) the Company  and (2)
                                       WH Ireland relating to the Placing
 Placing Price                         0.875 pence per Placing Share
 Placing Shares                        the Ordinary Shares which are proposed to be placed in accordance with the
                                       terms of the Placing
 Prospectus Regulation Rules           the Prospectus Regulation Rules made by the FCA under Part VI of FSMA
 Securities Act                        the US Securities Act of 1933, as amended
 WH Ireland                            WH Ireland Limited, acting as the Company's nominated adviser and broker in
                                       relation to the Placing

 

 

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