Active Energy Regulatory News (AEG)

THIS ANNOUNCEMENT, INCLUDING ITS APPENDIX (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN, IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

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 ACTIVE ENERGY GROUP PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF ACTIVE ENERGY GROUP PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN UK MAR), AS PERMITTED BY UK MAR, IN RELATION TO ACTIVE ENERGY GROUP PLC AND ITS SECURITIES. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Active Energy Group Plc / EPIC: AEG / Sector: Alternative Energy

9 December 2021

Active Energy Group Plc

('Active Energy', 'AEG', or the 'Company')

Proposed fundraising and subscription

Active Energy, the London AIM-quoted renewable energy business focused on the production of next generation energy pellets, announces its intention to raise gross proceeds totaling £3.0 million, which comprises a fundraise of £2.77 million (the "Fundraise") and gross cash proceeds of £0.23 million by Player Design Inc pursuant to a subscription agreement.

The Fundraise will be conducted by way of a Firm Placing and a Conditional Placing, in each case at an issue price of 0.2 pence per New Ordinary Share (the "Issue Price"). The Company also announces the subscription for $1.0 million (approximately £0.75 million) of new Ordinary Shares by Player Design Inc ("Player Design") at the Issue Price (the "Subscription"). Approximately £0.23 million of the Subscription is a direct cash investment into the Company by Tyler Player.

The Conditional Placing and the Subscription are subject to Shareholders' approval at a to be convened General Meeting. 

The Firm Placing and Conditional Placing (together, the "Placing") are being offered by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement. Allenby Capital Limited ("Allenby Capital") and Panmure Gordon (UK) Limited ("Panmure Gordon") will be acting as joint brokers to the Placing. The Placing is subject to the terms and conditions set out in Appendix II to this announcement (which forms part of this announcement, such announcement and its Appendices together being this "Announcement"). The Firm Placing is not conditional upon the Conditional Placing.

Michael Rowan, CEO, commented: "We remain wholly focused in our goal to deliver on the commercial viability and scalability of CoalSwitch™ technology that converts wood residuals into next generation energy pellets.

"CoalSwitch™ represents a step change for biomass fuels and will allow biomass to remain a core component of renewable fuels as the global transition toward a zero-carbon economy increases. The focus on the need to address current coal consumption at COP26 demonstrated a significant change in sentiment towards the need to burn less coal and highlighted the need for industries, both power utilities and heavy industries, to examine all alternate or complementary solutions as soon as possible.

"The Company has already received commercial enquiries in regard to both CoalSwitchTM fuel and the underlying technology. Active Energy has never been so relevant and the need to ensure that the first scaled manufacturing facility at Ashland, Maine is constructed and operational as soon as possible to accommodate these opportunities is an important next phase for the Company.

"With the continuing support of existing shareholders, Active Energy will complete the engineering and design work, apply for the required permits and place orders for the long-lead items of equipment for the Ashland facility in Maine. These next steps allow AEG to demonstrate, to prospective customers worldwide, its commitment towards delivery of commercial volumes of CoalSwitch™ in the near future." 

Highlights

· Firm Placing, using the Company's existing share allotment and disapplied pre-emption right authorities, to raise £1.37 million (before expenses) through the issue of 685,000,000 New Ordinary Shares at the Issue Price.

· Conditional Placing to raise £1.40 million (before expenses) through the issue of 702,218,000 New Ordinary Shares at the Issue Price.

· Subscription by Player Design in the amount of $1.0 million (approximately £0.75 million) through the issue of 375,940,001 Subscription Shares at the Issue Price.

· Certain Directors of the Company have indicated that they intend to acquire, in aggregate, £61,000 of Placing Shares pursuant to the Conditional Placing.

· The net proceeds of the Placing and Subscription will be used, inter alia, to:

o complete the engineering and design work required for the Ashland Facility;

o complete the application for the necessary permits for the construction and operation of the Ashland Facility;

o place orders for equipment with long lead-times required for the construction of the Ashland Facility; and

o meet the Company's general working capital requirements.

The Issue Price represents a discount of approximately 39 per cent. to the closing middle market price of 0.33 pence per Ordinary Share on 8 December 2021, being the latest practicable date prior to the publication of this Announcement.

Participation in the Placing is subject to the terms and conditions set out in Appendix II to this announcement. Allenby Capital and Panmure Gordon will commence the Bookbuild immediately following the publication of this Announcement. The number of Placing Shares which are to be placed at the Issue Price will be determined at the close of the Bookbuild. The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of Allenby Capital, Panmure Gordon and the Company. Details of the number of New Ordinary Shares to be placed will be announced as soon as practicable after the close of the Bookbuild.

The Conditional Placing and the Subscription are subject to, inter alia, the passing of the Resolutions to be proposed at the General Meeting which will be convened shortly. Notice of the General Meeting will be announced and published in due course.

Shareholders will be asked to vote in favour of the Resolutions at the General Meeting in order for the Conditional Placing and the Subscription to proceed. Participants in the Fundraise should be aware that the Company's cash resources are constrained. In the Interim Financial Statements published by the Company on 28 September 2021, the Company highlighted a material uncertainty in respect of the Company's ability to continue as a going concern and advised that funding would be required in the near term. Should the Fundraise and Subscription fail to complete, including the Firm Placing, the Company would not be able to undertake the actions set out in the intended use of proceeds. Furthermore, the Company will require additional funding to satisfy its liabilities as they fall due. Despite the Company having significant non-current assets to offer as security for additional funding, there can be no guarantee that funding will be available on terms that are acceptable to the Company or at all. If the Company is unable to secure additional funding, Shareholders would likely lose all or a substantial part of their investment in the Company as a result.

Participants in the Firm Placing should note that the Firm Placing is not conditional on Shareholder approval at the General Meeting. Should the Resolutions at the General Meeting not be passed, the Conditional Placing and the Subscription would not proceed. The proceeds from the Firm Placing would allow the Company only to meet its near-term working capital requirements and to satisfy its liabilities as they fall due, however the Company would be limited in its ability to undertake the actions set out in the intended use of proceeds. 

Completion of the Fundraise and Subscription will allow the Company to apply for the necessary permits and order certain long-lead items of equipment, however the Company will not be awarded the necessary permits until it can demonstrate the availability of sufficient funding for the completion of the construction of the Ashland Facility, which may result in delays in construction and the first production date of the Ashland Facility. Should the Fundraise and Subscription complete the Company will need to raise additional capital in the first half of 2022 to progress with the Ashland Facility.

A circular providing further details of the Fundraising and the Subscription and a notice convening the General Meeting (the "Circular"), are expected to be sent to Shareholders shortly after the closing of the Placing and will be available on the Company's website in accordance with the AIM Rules for Companies once published. Extracts from the Circular are set out in Appendix I to this Announcement.

About Active Energy Group plc

AEG is a London AIM quoted (AIM: AEG) renewable energy company that has developed a proprietary technology which transforms low-cost biomass material into high-value green fuels. Its patented product CoalSwitch™ is a leading drop-in biomass fuel that can be mixed at any ratio with coal or completely replace coal in existing coal-fired power stations without requiring significant plant modification. AEG's immediate strategic focus is the production and commercialisation of CoalSwitch™.

Information to Distributors

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 ("MiFID II Delegated Directive"); and (c) local implementing measures, (including insofar as MiFID II and the MiFID II Delegated Directive constitute retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom) ("Retained MiFID Provisions") (together, the " Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the 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 the Retained MiFID Provisions; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and the Retained MiFID Provisions (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; 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. Furthermore, it is noted that, notwithstanding the Target Market Assessment, only investors who have met the criteria of professional clients and eligible counterparties have been procured. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II or the Retained MiFID Provisions; 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 Fundraise.

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

APPENDIX I - ADAPTED EXTRACTS FROM THE CIRCULAR

1. Introduction

The Company today announces its intention to raise a minimum of £3 million (before expenses) by way of the Fundraising and the Subscription through the allotment and issue of a minimum of 1,763,158,001 new Ordinary Shares. 685,000,000 New Ordinary Shares will be issued pursuant to the Firm Placing and, subject to Shareholder approval, 702,218,000 New Ordinary Shares will be issued pursuant to the Conditional Placing, both at the Issue Price of 0.2 pence per share. In addition, 375,940,001 new Ordinary Shares are being issued for cash pursuant to the Subscription.

The Company has on 8 December 2021 entered into the PDI Agreement, pursuant to which Player Design and its owner, Tyler Player, have subscribed for 375,940,001 Subscription Shares at the Issue Price. Further details on the PDI Agreement and the Subscription are set out in paragraph 6 below.

The Issue Price represents a discount of 39% per cent. to the Company's closing mid-market share price on 8 December 2021, being the latest practical date prior to the date of the Announcement.

Issuance of the Conditional Placing Shares and the Subscription are subject to the passing of the Resolutions at the General Meeting. The purpose of this Announcement is to provide Shareholders with further information on the Fundraising and this letter explains why the Board believes the Fundraising to be in the best interests of the Company and its Shareholders as a whole.

2. Background on the Company

Information on the Company

The Company is a biomass based renewable energy business focussed on using its proprietary technology to transform residual biomass material into renewable fuels, thus creating 'next generation' biomass products. The Company is not only focused on the future sales of next generation energy pellets globally but also on the development of its proprietary technology which can be developed commercially, either by means of licensing the technology or establishing alternate commercial partnerships with partners from power utilities, heavy industries or forestry industries.

The Company's principal focus is on the production of biomass fuels using its existing proprietary CoalSwitchTM technology and developing new technologies using various waste resources to produce energy pellets. CoalSwitchTM pellets have many advantages over traditional biomass pellets, including improved heat value, pellets having hydrophobic qualities, greater environmental sourcing of waste residuals and lower ash percentages in consumption compared with traditional white pellets.

To support future energy pellet production, the Company has established a network for readily available feedstock supply for the future operations at the Ashland site in Maine in the US (the "Ashland Facility"). The Company aims to use locally sourced waste timber resources as its primary feedstock resource for the production of its energy pellets, thus creating a fully integrated business model focused on operating in an environmentally sustainable manner.

The Company will also look demonstrate the Ashland Facility to enable the future sale and licencing of its proprietary manufacturing technologies to partners globally, where appropriate, as well as developing other complementary revenue streams from derivative product services.

CoalSwitchTM

The Company's key focus is the commercialisation of its proprietary product, CoalSwitchTM, which can be co-fired with coal in existing coal-fired power stations without significant new capital expenditure for existing operators.

The Board has identified a number of advantages of CoalSwitchTM, including:

- CoalSwitchTM is a next generation energy pellet, with improved energy performance, much improved sourcing of feedstock and improvements in terms of emissions;

- CoalSwitchTM can be used in existing coal-fired power stations without significant retrofitting of the power-station infrastructure;

- CoalSwitchTM utilises residual wood, including forestry, pulp mill and saw mill by-products;

- CoalSwitchTM can be economically pelletised, briquetted or balled, either alone or blended with coal without the use of costly chemical binders;

- CoalSwitchTM has hydrophobic qualities, which significantly improves transportation and removes the need for costly climate-controlled storage facilities, which white pellets currently require; and

- CoalSwitchTM increases energy density and bulk density of biomass to levels more comparable to coal, and as a result CoalSwitch can be readily co-fired with Coal producing immediate economic and environmental benefits for power utilities and other heavy industries which consume coal.

In June 2021, the Company commenced production of CoalSwitchTM using a reference plant at Ashland Facility, which was constructed in the second quarter of 2021. Whilst operations at the Ashland Facility were suspended in August 2021 due to a component failure, the operations at the reference plant at Ashland prior to suspension validated the steam explosion process' ability to produce next generation biomass fuels on an industrial scale. More importantly, the Company acquired valuable manufacturing and product data which provides all key information to permit the construction of larger scale CoalSwitch production facilities. The Company also managed to produce a stock of CoalSwitch product samples, which are currently being supplied to potential customers worldwide.

The Board remains highly encouraged with the increasing level of engagement by prospective long-term customers for CoalSwitchTM and their initial testing feedback on the CoalSwitchTM product. The Company has also received positive feedback on test analysis currently being undertaken by various academic institutions including University of New Brunswick, University of Utah and Brigham Young University in Utah.

3. Reasons for the Fundraising

In order to meet the anticipated future demand for CoalSwitchTM, the Directors intend to construct a 70,000 tonnes per annum production facility at Ashland, Maine.

Player Design, the engineering, procurement and construction contractor (the "EPC Contractor") to the Company, has already completed a detailed budget for the design and construction of the larger scale facility. To accelerate construction lead times and minimise costs for the Ashland Facility, the new production facility will combine the utilisation of all of the Company's existing equipment at Ashland and certain equipment from the Company's site at Lumberton, North Carolina, as well as additional new equipment including newly developed large scale production reactors.

The Directors consider that it is in the interests of the Company and its Shareholders to conduct the Fundraising in order to provide the Company with the capital to make application for the necessary permits from the State of Maine for the construction of a 70,000 tonnes per annum production facility, and to place equipment orders for those items with long lead-times.

Prior to issuance of the emissions permit, the State of Maine will require the Company to demonstrate that it has the requisite financing available to complete construction of the Ashland Facility. It is expected that this requirement will fall due in the second quarter of 2022. The Directors consider that the net proceeds of the Fundraise and Subscription will not be sufficient to comply with this requirement, nor with further construction activities. Whilst in the process of permit authorisation for the Ashland Facility, the Company will examine all financing options to allow it to complete construction of the facility on schedule. The Company will assess financing options of the facility at Lumberton, which was valued at $4 million in the Company's audited accounts for the year ended 31 December 2020.

There can be no guarantee that the Company will be able to secure the additional financing to demonstrate its ability to finance the construction of the Ashland Facility to complete the final award of the permits. Should the Company be unable to acquire additional financing, it would be unable to obtain the necessary permits. Attention is drawn to the summary of the Company's financial position in the "Current trading and outlook" section below.

4. Use of proceeds

The net proceeds of the Placing and Subscription will be used as follows:

· complete the engineering and design work required for the Ashland Facility;

· complete the application for the necessary permits for the construction and operation of the Ashland Facility;

· place orders for equipment with long lead-times required for the construction of the Ashland Facility; and

· meet the Company's general working capital requirements.

5. Current trading and outlook

The Company announced its unaudited interim results for the six months ended 30 June 2021 on 28 September 2021. Since July 2021, the Company has seen increasing momentum in its sales and marketing activities with prospective customers throughout the USA, Canada and Japan. Product samples have been delivered to certain customers for independent testing. The Company is also receiving positive feedback on CoalSwitch™ test analysis being undertaken by potential customers. These tests are being conducted on CoalSwitch™ fuel produced at the Ashland Facility during the second and third quarters of 2021.

On 5 August 2021, a monitoring component failure on the test reactors at the facility in Ashland resulted in an unexpected interruption in a production cycle. As a result of this failure, both reactors at the Ashland Facility became inoperable and will require replacement. The Company and PDI have completed a review to confirm the CoalSwitchTM manufacturing process remains viable. All other equipment remains operable and capable of resuming CoalSwitchTM production operations at any time.

Participants in the Fundraise should be aware that the Company's cash resources are constrained. In the Interim Financial Statements published by the Company on 28 September 2021, the Company highlighted a material uncertainty in respect of the Company's ability to continue as a going concern, and advised that funding would be required in the near term. Should the Fundraise and subscription fail to complete, including the Firm Placing, the Company would not be able to undertake the actions set out in the intended use of proceeds. Furthermore, the Company will require additional funding to satisfy its liabilities as they fall due. Despite the Company having significant non-current assets to offer as security for additional funding, there can be no guarantee that funding will be available on terms that are acceptable to the Company or at all. If the Company is unable to secure additional funding, Shareholders would likely lose all or a substantial part of their investment in the Company as a result.

Participants in the Firm Placing should note that the Firm Placing is not conditional on Shareholder approval at the General Meeting and, should the Resolutions at the General Meeting not be passed, the Conditional Placing and the Subscription would not proceed. The proceeds from the Firm Placing would allow the Company only to meet its near-term working capital requirements and to satisfy its current liabilities as they fall due, however the Company would be limited in its ability to undertake the actions set out in the intended use of proceeds.

Completion of the Fundraise and Subscription will allow the Company to apply for the necessary permits and order certain long-lead items of equipment, however the Company will not be awarded the necessary permits until it can demonstrate the availability of sufficient funding for the completion of the construction of the Ashland Facility, which may result in delays in construction and the first production date of the Ashland Facility. Should the Fundraise and Subscription complete the Company will need to raise additional capital in the first half of 2022 to progress with the Ashland Facility.

6. The Subscription and the PDI Agreement

Since the fourth quarter of 2020, the Company and Player Design have had agreements between them for the engineering and construction of CoalSwitchTM facilities, initially at Lumberton and subsequently at Ashland. Player Design will continue as the EPC Contractor for the forthcoming construction at the Ashland Facility.

In addition to these activities, Player Design has, on 8 December 2021, entered into a settlement and subscription agreement with the Company pursuant to which Player Design has subscribed for 375,940,001 Subscription Shares. The Subscription, settled at the Issue Price, comprises the following amounts:

a) a $300,000 cash subscription by Player Design in the Company;

b) $300,000 in lieu of an advanced payment by AEG for the performance by Player Design in respect of future engineering services and agreed within the overall budget for the completion and construction of the Ashland Facility; and

c) $400,000 in settlement of all liabilities in relation to the unwinding of the joint venture between the Company and Player Design (including, in particular, the transfer by Player Design of 100% of its shareholding in the joint venture company, CSW2 Maine LLC, to the Company established in April 2020 initially to develop, build and operate a CoalSwitchTM production plant at Ashland). Following completion of the Subscription Agreement the Company will be the 100% shareholder of CSW2 Maine LLC.

The total amount of the Subscription is $1.0 million (approximately £0.75 million) and all of the Subscription Shares will, pursuant to a direction by Player Design under the terms of the PDI Agreement, be issued in the name of Tyler Player.

7. Details of the Fundraising

The Company is seeking to raise a minimum of £2.77 million by way of the Fundraising. The Fundraising comprises the Firm Placing to raise £1.37 million and the Conditional Placing to raise a minimum of £1.40 million.

The Issue Price represents a discount of approximately 39% per cent to the closing mid-market price of an Ordinary Share of 0.33 pence on 8 December 2021, being the last trading day prior to the release of the Announcement.

The Conditional Placing is conditional, amongst other things, on:

i. the passing of the Resolutions at the General Meeting;

ii. the Placing Agreement becoming unconditional in all respects by no later than 8.00 a.m. on 30 December 2021 (or such later date, as Allenby Capital and Panmure Gordon may agree being no later than 8.00 a.m. on 14 January 2022) and not having been terminated in accordance with its terms.

The Placing

The Placing comprises the Firm Placing and the Conditional Placing.

The Company is proposing to raise £1.37 million (before fees and expenses) by way of the Firm Placing of 685,000,000 New Ordinary Shares at the Issue Price.

The Company is proposing to raise £1.40 million (before fees and expenses) by way of the Conditional Placing a minimum of 702,218,000 New Ordinary Shares at the Issue Price.

In connection with the Placing, the Company has entered into the Placing Agreement pursuant to which each of Allenby Capital and Panmure Gordon has conditionally agreed, in accordance with its terms, to use their reasonable endeavours to procure subscriptions for the Firm Placing Shares and Conditional Placing shares at the Issue Price. The Placing is not underwritten. The Placing Agreement contains customary warranties given by the Company to Allenby Capital and Panmure Gordon in respect of matters relating to the Company and its business and a customary indemnity given by the Company to Allenby Capital and Panmure Gordon (and their respective affiliates) in respect of certain liabilities they may incur in respect of the Placing. Allenby Capital and Panmure Gordon each has the right to terminate the Placing Agreement in certain circumstances prior to Admission, in particular in the event of a breach of the warranties or a specified event occurs.

Participants in the Firm Placing should note that the Firm Placing is not conditional on Shareholder approval at the General Meeting and should the Resolutions at the General Meeting not be passed, the Conditional Placing and the Subscription would not proceed. The proceeds from the Firm Placing would allow the Company only to meet its near-term working capital requirements and to satisfy its current liabilities as they fall due, however the Company would be limited in its ability to undertake the actions set out in the intended use of proceeds.

Completion of the Fundraise and Subscription will allow the Company to apply for the necessary permits and order certain long-lead items of equipment, however the Company will not be awarded the necessary permits until it can demonstrate the availability of sufficient funding for the completion of the construction of the Ashland Facility, which may result in delays in construction and the first production date of the Ashland Facility. Should the Fundraise and Subscription complete the Company will need to raise additional capital in the first half of 2022 to progress with the Ashland Facility.

The shares issued by the Firm Placing, the Conditional Placing and the Subscription will rank pari passu in all respects with the Existing Ordinary Share Capital, including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

8. Directors' proposed participation in the Placing

Certain Directors have indicated that they intend to subscribe for an aggregate of 30,500,000 Placing Shares in the Conditional Placing at the Issue Price pursuant to the Conditional Placing. Further details will be provided following the close of the Bookbuild.

9. Admission, settlement and dealings

Application shall be made for the Firm Placing Shares to be admitted to trading on AIM pursuant to the First Admission. It is expected that the First Admission will become effective and dealings will commence at 8.00 a.m. on 15 December 2021. Subject to the passing of the Resolutions at the General Meeting, application shall be made for the Second Admission, comprising the Conditional Placing Shares and the Subscription Shares, to be admitted to trading on AIM. It is expected that the Second Admission will become effective and dealings will commence at 8.00 a.m. on 30 December 2021.

APPENDIX II - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN THE UNITED KINGDOM OR A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS WHO ARE QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (AS IMPLEMENTED INTO ENGLISH LAW UNDER THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND OTHER RELEVANT MEASURES)) (THE "PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO EITHER: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS); (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, OR OTHER PERSONS FALLING WITHIN ARTICLE 49(2)(A) OF THE ORDER); OR (C) ARE PERSONS TO WHOM IT MAY LAWFULLY OTHERWISE BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT ARE FOR INFORMATION PURPOSES ONLY AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN ACTIVE ENERGY GOUP PLC (THE "COMPANY").

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, INTO OR WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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 OR FROM THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN ANY PART OF THE WORLD IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR SUBSCRIPTION INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES OR IN ANY COUNTRY OR JURISDICTION WHERE ANY SUCH ACTION FOR THAT PURPOSE IS REQUIRED.

The distribution of this Announcement and/or the Placing and/or issue of, or subscription for, the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by any of the Company, Allenby Capital, Panmure Gordon or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Allenby Capital and Panmure Gordon to inform themselves about and to observe any such restrictions.

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful.

All offers of the Placing Shares in the United Kingdom or the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the contents of the relevant communication by an authorised person as more particularly described above.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. 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; relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; 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 the United States, Australia, Canada, the Republic of South Africa or Japan. 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, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice (the contents and costs for which neither the Company, nor Allenby Capital nor Panmure Gordon shall be responsible for) before taking any such action.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

By participating in the Bookbuild and the Placing, each Placee (and any person acting on such person's behalf) will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and subscribing for Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Appendix.

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 Allenby Capital or Panmure Gordon or any of their respective affiliates or directors, officers, employees and 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 party or its advisers, and any liability therefore is expressly disclaimed.

Allenby Capital and Panmure Gordon are acting exclusively for the Company and no-one else in connection with the Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A PURCHASE OR SUBSCRIPTION FOR THE PLACING SHARES. Neither the Company, nor Allenby Capital NOR PANMURE GORDON shall be responsible for the costs or content of any such advice.

In particular, each such Placee represents, warrants, acknowledges, agrees and undertakes that:

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

2. in the case of a Relevant Person in a member state of the EEA or the United Kingdom (each a "Relevant State") who subscribes for any Placing Shares pursuant to the Placing:

3. it is subscribing for the Placing Shares for its own account or is subscribing for the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, agreements and undertakings contained in this Announcement (including this Appendix);

4. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

5. except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 4 above) is outside the United States subscribing for the Placing Shares in "offshore transactions", as defined in and in accordance with Regulation S under the Securities Act.

No prospectus or other offering document

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA 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 any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the contract note and/or electronic communication to be sent to individual Placees.

Bases of Participation in the Placing

Each Placee, by participating 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 information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Allenby Capital or Panmure Gordon or the Company or any other person and none of Allenby Capital, Panmure Gordon, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. 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. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Allenby Capital and Panmure Gordon have entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, each of Allenby Capital and Panmure Gordon, as agent for and on behalf of the Company respectively, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not underwritten (in whole or in part) by either of Allenby Capital or Panmure Gordon or any other person.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company, be credited as fully paid and will rank pari passu in all respects with the then existing issued ordinary shares of 0.01 pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the relevant Placing Shares.

The Placing Price and the final number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild through a Regulatory Information Service.

Applications for admission to trading

Applications will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that: (i) admission of the Firm Placing Shares will take place at 8.00 a.m. (London time) on or around 15 December 2021 and that dealings in the Firm Placing Shares on AIM will commence at the same time; and (ii) admission of the Conditional Placing Shares will take place at 8.00 a.m. (London time) on or around 30 December 2021 and that dealings in the Conditional Placing Shares on AIM will commence at the same time. Admission of the Conditional Placing Shares is conditional upon, among other things, the Resolutions being duly passed at the General Meeting.

The Bookbuild

Allenby Capital and Panmure Gordon will, following this Announcement, commence the Bookbuild to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing, being the placing of the Firm Placing Shares and the Conditional Placing Shares (but for the avoidance of doubt, not the Subscription which shall take place in accordance with the PDI Agreement). The book will be open with immediate effect. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Allenby Capital, Panmure Gordon 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.

Taxation and eligibility for investment

No representation or warranty is hereby made as to the tax consequences of an investment in the Placing Shares or with respect to the eligibility of the Placing Shares for investment by any investor.

Principal terms of the Bookbuild and Placing

6. Each of Allenby Capital and Panmure Gordon is acting as bookrunner and broker to the Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement.

7. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Allenby Capital or Panmure Gordon, as the case may be, to participate. Allenby Capital and Panmure Gordon and any of their respective affiliates are entitled to enter bids in the Bookbuild.

8. The aggregate Placing Price is payable to Allenby Capital or Panmure Gordon (as agent for the Company) by all Placees whose bids are successful. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at Allenby Capital or Panmure Gordon. Each bid should state the number of Placing Shares which a prospective Placee wishes to subscribe for.

9. Each Placee's allocation will be determined by Allenby Capital and Panmure Gordon in their discretion following consultation with the Company and will be confirmed orally or in writing (including email) by Allenby Capital or Panmure Gordon as soon as practicable following the close of the Bookbuild. Allenby Capital and Panmure Gordon may choose to accept bids, either in whole or in part, on the basis of allocations determined at their absolute discretion, in consultation with the Company, and may scale down any bids for this purpose on such basis as they may determine or be directed and have sole discretion to choose whether bids will be accepted in respect of the Firm Placing and/or the Conditional Placing or neither. The Bookbuild is expected to close no later than 12:00 noon (London time) on 9 December 2021 but may be closed earlier or later at the discretion of Allenby Capital and Panmure Gordon. Each of Allenby Capital and Panmure Gordon may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right to reduce the amount to be raised pursuant to the Placing in its discretion.

10. Following the provision of the confirmation referred to in paragraph 4 above, each Placee's allocation and commitment will be evidenced by a contract note or electronic communication issued to such Placee by Allenby Capital or Panmure Gordon. The terms of this Appendix will be deemed incorporated in that contract note or electronic communication.

11. Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and the Company's articles of association and will give rise to a legally binding commitment by the Placee concerned in favour of Allenby Capital or Panmure Gordon and the Company and except with Allenby Capital's or Panmure Gordon's and the Company's consents will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Allenby Capital or Panmure Gordon (respectively as agent for the Company), to pay to it (or as it 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 subscribe for and the Company has agreed to allot and issue to that Placee. Except with the consent of Allenby Capital or Panmure Gordon, such commitment will not be capable of variation or revocation after the time at which it is submitted.

12. Except as required by law or regulation, no press release or other announcement will be made by Allenby Capital or Panmure Gordon 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.

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

14. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

15. By participating in the Bookbuild, each Placee will agree 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.

16. To the fullest extent permissible by law and applicable FCA rules, neither: (a) Allenby Capital nor Panmure Gordon; (b) any of their affiliates or divisions; and (c) the directors, officers, employees and agents of each such persons, shall have any liability to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Allenby Capital nor Panmure Gordon nor any of their respective affiliates or person acting on their behalf shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Allenby Capital's or Panmure Gordon's conduct of the Bookbuild or of such alternative method of effecting the Placing as Allenby Capital, Panmure Gordon and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic communication which will confirm the number of Placing Shares allocated to them (at the Placing Price) and the aggregate amount owed by them to Allenby Capital or to Panmure Gordon.

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 Allenby Capital or Panmure Gordon in accordance with either the standing CREST or certificated settlement instructions which they have in place with Allenby Capital or Panmure Gordon.

Settlement of transactions in the Placing Shares (ISIN: GB00B1YMN108) following Admission will take place within the CREST system, subject to certain exceptions. The Company will deliver the Placing Shares to a CREST account operated by Allenby Capital or Panmure Gordon as agent for and on behalf of the Company and Allenby Capital or Panmure Gordon will enter its delivery (DEL) instruction into the CREST system. Allenby Capital or Panmure Gordon will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

Settlement of the: (i) Firm Placing Shares through CREST will be on a T+4 basis unless otherwise notified by Allenby Capital and Panmure Gordon and is expected to occur on 15 December 2021; and (ii) the Conditional Placing Shares through CREST will be on a T+13 basis unless otherwise notified by Allenby Capital and Panmure Gordon and is expected to occur on 30 December 2021, in each case, in accordance with the contract notes or other electronic communication. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company, Allenby Capital and Panmure Gordon may agree that the Placing Shares should be issued in certificated form. Allenby Capital and Panmure Gordon reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as either of them may deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above the prevailing base rate of Barclays Bank plc as determined by Allenby Capital and Panmure Gordon.

Each Placee is deemed to agree that if it does not comply with these obligations, Allenby Capital or Panmure Gordon, as the case may be, may sell any or all of their Placing Shares on their behalf and retain from the proceeds, as agent of the Company, an amount equal to the aggregate amount owed by the Placee (including any interest due). The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any Placing Shares; (iii) the Company or Allenby Capital or Panmure Gordon (as the case may be) may sell (and each of them is irrevocably authorised by such Placee to do so) all or any Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, Allenby Capital or Panmure Gordon (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company (and to Allenby Capital or Panmure Gordon as applicable) for the full amount of any losses or shortfall and of any costs which it may suffer or incur as a result of it (A) not receiving payment in full for such Placing Shares by the required time, and/or (B) the sale of any such Placing Shares to any other person at whatever price and on whatever terms actually obtained for such sale by or for it. By communicating a bid for Placing Shares, each Placee confers on Allenby Capital and Panmure Gordon all such authorities and powers necessary to carry out any such sale under this paragraph and agrees to ratify and confirm all actions which Allenby Capital and/or Panmure Gordon lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the contract note or other electronic communication is copied and delivered or forwarded/sent 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The obligations of Allenby Capital and Panmure Gordon in respect of the Placing are conditional upon, inter alia:

(all conditions to the obligations of Allenby Capital and Panmure Gordon included in the Placing Agreement being together, the "conditions").

If any of the conditions are not fulfilled or, where permitted, waived or extended to the extent permitted by law or regulations in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Allenby Capital and Panmure Gordon may agree), or the Placing Agreement is terminated in accordance with its terms (as to which, see "Termination of the Placing" below), the Placing will cease and determine. If the Placing ceases and determines before Admission, each Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuild, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or revocation or termination by it.

Each of Allenby Capital and Panmure Gordon shall be entitled, in its absolute discretion, to waive fulfilment of all or any of the conditions in whole or in part (to the extent that Allenby Capital or Panmure Gordon is capable of waiving such conditions), or extend the time provided for fulfilment of one or more conditions in respect of all or any part of the performance thereof, save that certain conditions including the conditions relating to the General Meeting and the Resolutions, and Admission referred to above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Each of Allenby Capital and Panmure Gordon may terminate the Placing Agreement in certain circumstances, details of which are set out below under "Termination of the Placing".

Neither Allenby Capital nor Panmure Gordon, nor any of their respective affiliates, agents, directors, officers or employees, nor the Company, nor any person acting on their behalf, has or 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 any of them 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 Agreement nor for any decision any of them 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 Allenby Capital, Panmure Gordon and the Company. Any such extensions or waiver will not affect Placees' commitments as set out in this Announcement. Placees will have no rights against Allenby Capital, Panmure Gordon, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

Termination of the Placing

Each of Allenby Capital and Panmure Gordon may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to and including Admission if, inter alia:

By participating in the Bookbuild, each Placee agrees with the Company, Allenby Capital and Panmure Gordon that the exercise by the Company, Allenby Capital or Panmure Gordon of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Allenby Capital or Panmure Gordon or for agreement between the Company and Allenby Capital and Panmure Gordon (as the case may be) and that neither the Company nor Allenby Capital nor Panmure Gordon need make any reference to, or consultation with, such Placee and that none of the Company, Allenby Capital nor Panmure Gordon nor any of their respective affiliates, agents, directors, officers or employees, nor any person acting on its or their behalf, shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" above and will not be capable of rescission or termination by it after the issue by Allenby Capital or Panmure Gordon of a contract note or other electronic confirmation following the close of the Bookbuild and confirming the Placing Price and each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuild, each prospective Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, agrees and undertakes (for itself and for any such prospective Placee) to Allenby Capital and to Panmure Gordon and the Company, in each case as a fundamental term of their application for Placing Shares, that (save where Allenby Capital and Panmure expressly agree in writing to the contrary):

17. it has read and understood this Announcement in its entirety and that its subscription for the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information 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;

18. it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the Prospectus Regulation or other applicable law; and (b) has been or will be prepared in connection with the Placing;

19. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 (as enacted by the European Union (Withdrawal) Act 2018 and amended by the Market Abuse (Amendment) (EU Exit) Regulations 2019/310 (the "MAR")), 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 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;

20. it has made its own assessment of the Placing and 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 satisfied itself that the information is still current and does not require any disclosure or offering document or prospectus for such purpose) and neither Allenby Capital nor Panmure Gordon nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor 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 Allenby Capital or Panmure Gordon or the Company, any of their respective affiliates, agents, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;

21. neither Allenby Capital nor Panmure Gordon nor any person acting on behalf of either of them nor any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any oral or written representation relating to the Company, or any misstatements or omissions therein, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

22. neither Allenby Capital, Panmure Gordon nor the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them has provided, and none of them will provide, and none of them is obliged to provide, it with any material or information regarding the Placing Shares, the Bookbuild, the Placing or the Company or any other person other than this Announcement, nor has it requested that any such person provide it with any such material or information;

23. neither Allenby Capital nor Panmure Gordon nor the Company (nor any of their respective affiliates, agents, directors, officers and employees) nor any person acting on behalf of any of them have 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 and the Publicly Available Information;

24. neither Allenby Capital nor Panmure Gordon, nor any of its respective affiliates nor any person acting on its or their behalf are providing any service to it, making any recommendations to it, advising it regarding the suitability or merits of any transactions it may enter into to buy any Placing Shares, or providing advice to it in relation to the Placing Shares or the Company;

25. the contents of this Announcement and the Publicly Available Information have been prepared by and are exclusively the responsibility of the Company and that neither Allenby Capital nor Panmure Gordon nor any of their respective affiliates nor any persons acting on its or their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement, including this Appendix, or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, including this Appendix, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

26. the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

27. it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

28. it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, outside the United States and subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act; and it has full power to make the representations, warranties, indemnities, acknowledgements, agreements and undertakings herein on behalf of each such account;

29. it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

30. it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

31. it understands that:

32. it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

33. it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, if required, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

34. it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

35. it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

36. it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

37. no action has been or will be taken by any of the Company, Allenby Capital nor Panmure Gordon nor any person acting on behalf of the Company or Allenby Capital or Panmure Gordon that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

38. it has the funds available to pay for the Placing Shares for which it has agreed to acquire;

39. it and/or each person on whose behalf it is participating:

40. none of Allenby Capital nor Panmure Gordon, the Company nor any of their respective affiliates, agents, directors, officers or employees nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Allenby Capital or Panmure Gordon and that Allenby Capital and Panmure Gordon has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

41. it will make payment to Allenby Capital or Panmure Gordon for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which, inter alia, the relevant Placing Shares may be placed with others on such terms as Allenby Capital or Panmure Gordon determines in its absolute discretion without any duty or liability to the Placee and the Placee will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares on its behalf;

42. its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that it may be called upon to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

43. its allocation (if any) may consist of the Firm Placing Shares whose admission is expected to occur on 15 December 2021 and/or the Conditional Placing Shares whose admission is expected to occur on 30 December 2021;

44. the person who it specifies for registration as holder of the Placing Shares will be:

45. the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

46. if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

47. if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the Prospectus Regulation;

48. if it is a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors, or in circumstances in which the express prior written consent of Allenby Capital and Panmure Gordon has been given to the offer or resale;

49. it has not offered or sold and will not offer or sell any Placing Shares to persons in a Relevant State prior to the expiry of a period of six months from the relevant Admission except to persons whose ordinary activities involve them in subscribing for, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any member state of the EEA within the meaning of the Prospectus Regulation;

50. it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the relevant communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Allenby Capital or Panmure Gordon in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

51. it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the Financial Services Act 2012 in respect of anything done in, from or otherwise involving the United Kingdom);

52. if it has received any inside information (for the purposes of the MAR and/or section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:

53. it:

(together with the Money Laundering Regulations, 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 Allenby Capital and to Panmure Gordon such evidence, if any, as to the identity or location or legal status of any person which it may request from it in connection with the Placing (for the purpose of complying with the 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 Allenby Capital or Panmure Gordon on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Allenby Capital or Panmure Gordon may decide at its sole discretion;

54. in order to ensure compliance with the Regulations, each of Allenby Capital, Panmure Gordon or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to Allenby Capital or Panmure Gordon or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at Allenby Capital's or Panmure Gordon's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at Allenby Capital's or Panmure Gordon's or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity Allenby Capital or Panmure Gordon (respectively for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either Allenby Capital and/or Panmure Gordon and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank or CREST account from which they were originally debited;

55. each of Allenby Capital and Panmure Gordon and its respective affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Allenby Capital, Panmure Gordon and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither Allenby Capital nor Panmure Gordon nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

56. it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the contract note or other electronic communication will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Allenby Capital's or Panmure Gordon's conduct of the Placing;

57. the exercise by Allenby Capital and/or Panmure Gordon of any right or discretion under the Placing Agreement shall be within the absolute discretion of Allenby Capital and/or Panmure Gordon (as the case may be) and Allenby Capital and/or Panmure Gordon (as the case may be) 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 Allenby Capital, Panmure Gordon, the Company or any of their respective affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

58. it has knowledge and experience in financial, business and international investment matters as is required to evaluate independently the merits and risks of an investment in the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk for an indefinite period of, and is able to sustain, a complete loss in connection with the Placing. It is aware and understands that an investment in the Placing Shares involves a considerable degree of risk and will not look to Allenby Capital or to Panmure Gordon or any of their respective affiliates or any person acting on its or their behalf for all or part of any such loss or losses it may suffer, and it has been provided a reasonable opportunity to undertake, and has undertaken, such investigation and has been provided with and has evaluated such documents and information as it has deemed necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

59. it irrevocably appoints any duly authorised officer of Allenby Capital or Panmure Gordon as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;

60. it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

61. time is of the essence as regards its obligations under this Appendix;

62. any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Allenby Capital or to Panmure Gordon;

63. the Placing Shares will be issued and subscribed for subject to the terms and conditions of this Appendix;

64. none of its rights or obligations in respect of the Placing is conditional on any other person agreeing to subscribe for any Placing Shares under the Placing and no failure (whether entire or partial) by any other Placee to meet any of its obligations in respect of the Placing will affect any of its obligations in respect of the Placing;

65. the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuild and/or the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Allenby Capital or Panmure Gordon in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

66. the Company, Allenby Capital, Panmure Gordon and others (including each of their respective affiliates, agents, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements and undertakings, which are given to Allenby Capital and to Panmure Gordon on its own behalf and on behalf of the Company and are irrevocable.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Allenby Capital, Panmure Gordon and each of their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) directly or indirectly arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Allenby Capital, Panmure Gordon, the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

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

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Allenby Capital nor Panmure Gordon, nor their respective affiliates nor any person acting on its or their behalf, shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Allenby Capital or Panmure Gordon accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless each of the Company, Allenby Capital and Panmure Gordon in the event that either the Company and/or Allenby Capital and/or Panmure Gordon have incurred any such liability to such taxes or duties.

Each of Allenby Capital and Panmure Gordon is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Bookbuild and the Placing and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Bookbuild or the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Bookbuild or the Placing or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that Allenby Capital and Panmure Gordon does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Allenby Capital and/or Panmure Gordon may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so. Each Placee acknowledges and is aware that each of Allenby Capital and Panmure Gordon is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or any person acting on behalf of the Placee is dealing with Allenby Capital or Panmure Gordon, any money held in an account with Allenby Capital or Panmure Gordon on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from Allenby Capital's or Panmure Gordon's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

Each Placee may be asked to disclose in writing or orally to Allenby Capital and/or to Panmure Gordon:

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Allenby Capital or Panmure Gordon will notify Placees and any persons acting on behalf of the Placees of any changes.

No statement in this Announcement or the Placing Results Announcement (when made) is intended to be a profit forecast or estimate, and no statement in this Announcement or the Placing Results Announcement (when made) should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

Neither the content of the Company's websites nor any website accessible by hyperlinks on the Company's websites is incorporated in, or forms part of, this Announcement.

APPENDIX III - DEFINITIONS

IMPORTANT NOTICES

Neither this Announcement, nor any copy of it, may be taken or transmitted, published or distributed, directly or indirectly, in, or into the United States, Canada, Australia, Japan, or the Republic of South Africa or to any persons in any of those jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant securities laws of such jurisdiction. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or the solicitation of an offer to buy, acquire or subscribe for any shares in the capital of the Company in the United States, Canada, Australia, Japan or the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. The Placing Shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There will be no public offering of securities in the United States. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. The distribution of this Announcement in other jurisdictions may be restricted by law and persons into whose possession this Announcement comes should inform themselves about, and observe, any such restrictions.

There is no intention to register any portion of the Placing in the United States or to conduct any public offering of securities in the United States or elsewhere. All offers of Placing Shares will be made pursuant to an exemption under the Prospectus Regulation (EU) 2017/1129, as amended from time to time, and includes any relevant implementing measure in any member state (the "Prospectus Regulation"), from the requirement to produce a prospectus.

Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and property described in this Announcement. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Members of the public are not eligible to take part in the Placing. This Announcement is for information purposes only and is directed only at: (a) persons in Member States of the European Economic Area who are qualified investors within the meaning of article 2(e) of the UK version of the Prospectus Regulation (EU) 2017/1129 ("Qualified Investors"); and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This Announcement must not be acted on or relied on by persons who are not Relevant Persons.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by, a person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

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

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 by the Company or Allenby Capital, or by any of their respective partners, directors, officers, employees, advisers, consultants or affiliates as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested person or its advisers, and any liability therefore is expressly disclaimed. None of the information in this Announcement has been independently verified or approved by Allenby Capital or any of their respective partners, directors, officers, employees, advisers, consultants or affiliates. Save for any responsibilities or liabilities, if any, imposed on Allenby Capital by FSMA or by the regulatory regime established under it, no responsibility or liability is accepted by Allenby Capital or any of its respective partners, directors, officers, employees, advisers, consultants or affiliates for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred howsoever arising, directly or indirectly, from any use of this Announcement or its contents or otherwise in connection with this Announcement or from any acts or omissions of the Company in relation to the Placing.

Each of Allenby Capital and Panmure Gordon, which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and no-one else in connection with the transactions and arrangements described in this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the transactions and arrangements described in this Announcement. Neither Allenby Capital nor Panmure Gordon is responsible to anyone other than the Company for providing the protections afforded to clients of Allenby Capital or Panmure Gordon (as the case may be) or for providing advice in connection with the contents of this Announcement or the transactions and arrangements described herein.

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 Allenby Capital or Panmure Gordon 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 and Allenby Capital and Panmure Gordon to inform themselves about, and to observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons needing advice should consult an independent financial adviser.

In connection with the Placing, Allenby Capital and/or Panmure Gordon and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by Allenby Capital or Panmure Gordon and any of its affiliates acting in such capacity. In addition, Allenby Capital and/or Panmure Gordon and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which Allenby Capital and/or Panmure Gordon and any of their respective affiliates may from time to time acquire, hold or dispose of shares. Neither Allenby Capital nor Panmure Gordon intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

Cautionary statements

This Announcement may contain and the Company may make verbal statements containing "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results. Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning. By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company. As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made. The information contained in this Announcement is subject to change without notice and except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statements are based.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.