Andrada Mining. Regulatory News (ATM)

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ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF AFRITIN MINING LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

AfriTin Mining Limited

("AfriTin" or the "Company")

Proposed conditional Placing and Subscription

Notice of General Meeting

Conditional issue of Options to Directors

Conditional issue of equity to establish an employee share option scheme

AfriTin Mining Limited (AIM: ATM), a mining company with a portfolio of near production tin assets in Namibia and South Africa, with the flagship asset being the Uis Tin Mine in Namibia, is pleased to announce its intention to conduct a placing and subscription of ordinary shares of no par value in the Company (the "Fundraising Shares") at a price of 2.7 pence per Fundraising Share (the "Fundraising Price"), to raise approximately £5.5 million (before expenses) (the "Fundraising") which is conditional upon, amongst other things, the passing of a resolution by Shareholders at the General Meeting to be held on 14 June 2018, (together the "Transaction").

Highlights of the Transaction

· Proposed placing and subscription of Fundraising Shares at a price of 2.7 pence per Fundraising Share to raise up to approximately £5.5 million (before expenses).

· The Fundraising Price represents a discount of 26 per cent. to the Closing Price on 22 May 2018, the last trading day prior to this Announcement

· Dealings in the Fundraising Shares issued pursuant to the Fundraise are expected to commence on 15 June 2018.

Information on the Placing and Subscription

The Fundraising Shares issued pursuant to the Placing (the "Placing Shares") are being offered by way of an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. WH Ireland Limited ("WH Ireland") will be acting as lead bookrunner and H&P Advisory Limited ("H&P") will be joint bookrunner in connection with the Bookbuild. It is also intended that Novum Securities Limited will act as an additional placing agent to the Bookbuild. A further announcement will be made to confirm the completion of the Bookbuild in due course.

The Placing and the Subscription are inter conditional, and accordingly, in the event that either one of Placing or the Subscription does not proceed, then the other will not proceed either. The Placing and Subscription are also conditional on the passing of the Resolution at the General Meeting to be convened as set out below.

Reason for the Fundraise

Following a successful six months since admission to AIM in November 2017, the Company has generated support from new and existing shareholders. These shareholders have indicated they would be prepared to support the Company to accelerate the work programme already outlined to shareholders in the Admission Document. Accordingly, the Directors believe that it would be in the best interests of shareholders to progress with the Fundraising and accelerate the work programme as set out below:

Use of Proceeds

The net proceeds of the Fundraising will be used as follows:

· to commence with an exploration drilling programme and geo-scientific work with the goal of declaring a JORC-compliant resource in due course. It is anticipated that the programme will confirm the historical mineral resources as published by SRK Consulting in 1987, although there can be no guarantee that this will occur. This programme will require the procurement of geological equipment, drilling into the V1/V2 pegmatite and other pegmatites (with a view to expand the resource base), sample analysis, geological modelling and reporting;

· to initiate and progress with a bankable feasibility study (BFS) for the final mine configuration (Phase 2). Approximately 50 per cent. of this amount is planned for a geo-metallurgical characterization, metallurgical test work and process flow design, with the balance reserved for mine planning, infrastructure design and financial modelling;

· to incorporate upgrades to the process design of the Phase 1 plant to improve the planned beneficiation performance. The intention is that these upgrades will involve the addition of a fourth crushing stage, a second stage in the dense medium separation circuit, as well as the dewatering equipment to improve the planned process water recovery; and

· for general corporate and working capital costs.

Current Trading and Prospects

The Company commenced trading on AIM on 9 November 2017, following a demerger of the tin assets from Bushveld Minerals Limited. AfriTin published its first set of interim results on 30 November 2017.

On 4 April 2018 the Company announced that following the completion of a mapping programme and construction of a 3-D geological model the Company had undertaken a detailed mine design for the V1 and V2 pegmatite bodies, previously identified as priority targets to supply feed to the new intermediary processing plant ("Plant").

The mine design summarised in the announcement, included an initial five-year mine production schedule to commence operations on the outcropping pegmatite bodies and existing excavations of the historical V1/V2 pits. The internal mine plan supported an overburden stripping ratio of less than one (overburden-to-ore ratio) and a fast ramp-up profile utilising conventional open pit mining methods. The Company confirmed the intention that material would be liberated through drilling and blasting; loading and hauling will be effected by combining excavators and articulated dump trucks and that the run-of-mine feed to the Plant for this phase of development was estimated at 500,000 tonnes per year with an anticipated annual production of 800 tonnes of saleable tin concentrate (although at this stage, this rate is not guaranteed). The target for the following phase remains 5,000 tonnes of tin concentrate per annum.

On 9 April 2018, the Company announced the signing of a non-binding Memorandum of Understanding ("MOU") between itself and MRI Trading AG ("MRI") for an artisanal buying operation for Tin Concentrate in Namibia. MRI is a world leader in trading, metals and minerals, and petroleum products, specialising in the trade of non-ferrous ores, concentrates, refined and precious metals and their related by-products for a global smelting and processing customer base.

The Company also announced on 9 April 2018 it intended to explore with MRI, the possibility of sourcing cassiterite concentrate from local artisanal miners to establish early cash flows. This proposal could also add value to the people of Damaraland by providing economic opportunities to the community. Further updates will be provided in due course.

Overall, AfriTin's growth strategy continues to focus on upgrading the pilot plant at its flagship asset, the Uis Tin Mine, Namibia and advancing to production as quickly as possible. In the longer term the Company will also be seeking additional acquisition opportunities as it seeks to deliver on its stated strategy objective of becoming the African Tin Champion.

Details of the Fundraising

The Placing and the Subscription are inter conditional, and accordingly, in the event that either one of Placing or the Subscription does not proceed, then the other will not proceed either.

It is expected that the Fundraising Shares will be issued, conditional upon, amongst other things, Admission occurring by 8.00 a.m. on 15 June 2018 (or such later time and date as WHI and H&P may agree with the Company, not being later than 5.00 p.m. on 30 June 2018).

The Fundraising Shares are not subject to clawback in favour of Shareholders. The Fundraising is not underwritten.

The Fundraising Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application will be made to the London Stock Exchange for the admission of the Fundraising Shares to trading on AIM. Subject to Shareholder approval of Resolution 1 at the General Meeting, it is expected that Admission will occur, and that dealings in the Fundraising Shares will commence, at 8.00 a.m. on 15 June 2018, at which time it is also expected that the Fundraising Shares will be enabled for settlement in CREST.

Share Option

As set out in the Company's Admission Document, the Directors believe that it is important for the success and growth of the Company to employ highly motivated personnel and that equity incentives schemes need to be implemented to attract, retain and reward staff. Whilst no such scheme was put in place at Admission, the Directors have always indicated their intention to implement such a scheme.

Accordingly, in addition to the share authorities for the Placing and Subscription, the resolutions to be proposed at the General Meeting seek to further increase the share authorities to give the Directors authority to set up an option scheme for the benefit of Directors and employees.

If approved, the employee share option scheme will be implemented by the Remuneration Committee of the Company.

The details of the proposed Directors' options, over 17,500,000 Ordinary Shares in the Company is set out below.

Directors' Options

It is proposed that on or immediately following Admission, and subject to approval of Resolution 2 at the GM, to grant the Directors' Options as follows:

As the grant of the Directors' Options constitutes a related party transaction under AIM Rule 13 of the AIM Rules and in the absence of an independent director, WH Ireland Limited as Nominated Adviser to the Company, consider that the terms of the transaction are fair and reasonable insofar as shareholders are concerned and approval for the proposal is being sought from shareholders at the upcoming General Meeting.

Employee Share Option Arrangements

The Directors intend to put in place an employee share option plan pursuant to which they intend to make up to 22.5 million Ordinary Shares available for issue to employees, subject to satisfaction of certain performance criteria. Shareholders are requested to vote in order to grant authority to the Directors to put in place a share option plan under which 22.5 million options, each to subscribe for one new Ordinary Share, by voting in favour of Resolution 3 set out in the Notice.

Irrevocable Undertakings

The Company has received irrevocable undertakings from certain Shareholders currently holding approximately 130,319,675 ordinary shares in the company which represents approximately 44  per cent. of the issued share capital of the company to vote in favour of all resolutions at the upcoming General Meeting including the resolutions to authorise the Directors to issue the Fundraising Shares.

Notice of General Meeting and Dispatch of Circular

It is intended that a General Meeting of AfriTin to approve the resolutions required to give the Directors authority to progress as set out in this Announcement will be held at the registered office of the Company at 18-20 Le Pollet, St Peter Port, Guernsey GY1 1WH at 10.00 a.m. on 14 June 2018 for the purpose of considering and, if thought fit, passing the following resolutions to approve, amongst other items, the authorities to issue the Fundraising Shares and approve the issue of the Directors options.

It is anticipated that the notice of general meeting will be dispatched today to shareholders and will be available on the Company's website from that date.

Expected Timetable

Each of the times and dates above refer to London time and are subject to change. Any such change will be notified to Shareholders by an announcement on a Regulatory Information Service.

Additional information on the Transaction is included below. Attention is also drawn to the section headed 'Important Information' and to the Appendix to this Announcement containing, inter alia, the terms and conditions of the Placing (representing important information for Placees only). The number of Placing Shares to be issued in connection with the Placing will be agreed by AfriTin, WH Ireland and H&P at the close of the Bookbuild process, and the results of the Placing will be announced as soon as practicable thereafter. The timing of the closing of the book, pricing and allocations is at the absolute discretion of AfriTin, WH Ireland and H&P.

Terms used but not defined in this Announcement shall have the meanings given to such terms in the Definitions section of the Appendix to this Announcement.

This Announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Enquiries:

 1. Details of the Placing

The Company is proposing to raise up to approximately £5.5 million (before expenses) in aggregate pursuant to the Placing and the Subscription. The Fundraising Price represents a discount of 26 per cent. to the Closing Price on 22 May 2018, the last trading day prior to this Announcement.

The Placing will be conducted by way of a non pre-emptive share issue.

The Placing Shares are being offered by way of an accelerated bookbuilding process (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in the Appendix to this Announcement. WH Ireland will be acting as lead bookrunner in connection with the Bookbuild with H&P as joint bookrunner. The Placing is not being underwritten.

The Bookbuild will determine final demand for and participation in the Placing. The timing of the closing of the Bookbuild is at the absolute discretion of the Company, WH Ireland and H&P but is expected to be no later than 4.30 p.m. today, 23 May 2018. The allocations will be determined by the Company , WH Ireland and H&P in their absolute discretion and will be confirmed orally or by email by WH Ireland or H&P following the close of the Bookbuild. A further announcement of the results of the Placing will be made by the Company following the completion of the Bookbuild.

The Placing Shares will not be offered generally to the Company's existing Shareholders on a pre-emptive basis. Participation in the Placing will generally be limited to certain qualifying institutional investors who are invited, and who choose, to participate. The Placing Shares are not being made available to the public and are not being offered or sold in, into or from the United States of America, Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction where it would be unlawful to do so.

The Placing Shares will be issued credited as fully paid and will rank in full for all dividends and other distributions declared, made or paid after the admission of the Placing Shares and will otherwise rank on Admission pari passu in all respects with the Existing Ordinary Shares.

The Placing, which is being arranged on behalf of the Company by WH Ireland and H&P subject to the terms of the Placing Agreement, is conditional, inter alia, upon:

· Admission becoming effective by not later than 8.00 a.m. on 15 June 2018 (or such later time and date (being not later than 5.00 p.m. on 30 June 2018) as the Company, WHI and H&P may agree);

· completion of the Subscription;

· the compliance by the Company with all of its obligations under the Placing Agreement to the extent they are required to be performed on or prior to Admission;

· Resolution 1 being passed at the General Meeting; and

· the Placing Agreement not having been terminated prior to Admission.

The Placing Agreement provides, amongst other things, for payment by the Company to WHI and H&P of certain commissions and fees in connection with their appointment.

The Company will bear all other expenses of and incidental to the Fundraising, including the fees of the London Stock Exchange, printing costs, registrar's fees, all properly incurred legal and accounting fees of the Company, WHI and H&P, and any other taxes and duties payable.

The Placing Agreement contains customary warranties and indemnities from the Company in favour of WHI and H&P.

WHI and H&P may (after consultation with the Company) terminate the Placing Agreement prior to Admission in certain circumstances, including, amongst other things:

· if the Company is in material breach of any of its obligations under the Placing Agreement (including the warranties contained in the Placing Agreement);

· the Subscription does not complete;

· if there is a material adverse change in the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Group; or

· if there is a change in the financial, political, economic or stock market conditions, which in the opinion of WHI and/or H&P (acting in good faith) would be likely to materially prejudice the success of the Placing.

The Appendix to this Announcement (which forms a part of this Announcement) contains the detailed terms and conditions of the Placing

Admission, Settlement and CREST

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will be effective and trading in the Placing Shares will commence at 8.00 a.m. on 15 June 2018.

The Articles permit the Company to issue shares in uncertificated form. CREST is a computerised paperless share transfer and settlement system which allows shares and other securities to be held in electronic rather than paper form. The Ordinary Shares are already admitted to CREST and therefore the Placing Shares will also be eligible for settlement in CREST. The Placing Shares due to uncertificated holders are expected to be delivered in CREST on 15 June 2018.

IMPORTANT INFORMATION

The distribution of this Announcement and the offering of the Placing Shares in certain jurisdictions may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. No action has been taken by the Company, WH Ireland or H&P 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, WH Ireland and H&P to inform themselves about, and to observe, such restrictions.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, reflect the Directors' beliefs and expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by any such forward-looking statement. Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. The information contained in this Announcement is subject to change without notice and neither WH Ireland, H&P, nor any of their respective affiliates or agents shall be responsible for updating any such information except as required by applicable law, and the Company assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement.

WH Ireland, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser and broker to the Company in relation to the Transaction and is not acting for any other persons in relation to the Transaction. WH Ireland is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of WH Ireland, or for providing advice in relation to the contents of this Announcement or any matter referred to in it. The responsibilities of WH Ireland as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or shareholder of the Company or any other person, in respect of a decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

H&Pis an Authorised Representative of Hannam & Partners (Advisory) LLP which is authorised and regulated in the United Kingdom by the Financial Conduct Authority,and pursuanr to which H&P is acting as broker to the Company in relation to the Transaction and is not acting for any other persons in relation to the Transaction. H&P is acting exclusively for the Company and for no one else in relation to the matters described in this Announcement and is not advising any other person and accordingly will not be responsible to anyone other than the Company for providing the protections afforded to clients of H&P, or for providing advice in relation to the contents of this Announcement or any matter referred to in it.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by WH Ireland, H&P or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

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

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY WH IRELAND, "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2.1(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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

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

These terms and conditions apply to persons making an offer to acquire Placing Shares (as defined below). Each person to whom these conditions apply, as described above, who confirms his agreement, either orally or in writing, to WH Ireland or H&P to acquire Placing Shares (each a "Placee") hereby agrees with WH Ireland or H&P and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if WH Ireland confirms to such Placee its allocation of Placing Shares.

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

This Announcement does not constitute an offer, and may not be used in connection with an offer, to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. This Announcement and the information contained herein is not for publication or distribution, in whole or in part, directly or indirectly, to persons in the United States, Australia, Canada, Japan, the Republic of South Africa or in any jurisdiction in which such publication or distribution would be unlawful. Persons into whose possession this Announcement may come are required by the Company to inform themselves about and to observe any restrictions of transfer of this Announcement. No public offer of securities of the Company is being made in the United Kingdom, the United States or elsewhere.

In particular, the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or any laws of 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 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 the securities laws of any state or other jurisdiction of the United States.

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

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

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

Application for admission to trading

Application will be made to London Stock Exchange plc (the "London Stock Exchange") for admission to trading of the Placing Shares on AIM ("Admission"). It is expected that settlement of any such shares and Admission will become effective on or around 15 June 2018 and that dealings in the Placing Shares will commence at that time.

Bookbuild

WH Ireland and H&P will today commence an accelerated bookbuilding process (the "Bookbuild") to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

WH Ireland, H&P 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.

Participation in, and principal terms of, the Placing

1. WH Ireland is arranging the Placing as agent for, and joint broker to, the Company.

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

3. The Bookbuild will establish the number of Placing Shares to be issued at 2.7p, which will be agreed between WH Ireland, H&P and the Company following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at WH Ireland Corporate & Institutional Broking and H&P. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by WH Ireland and H&P on the basis referred to in paragraph 8 below.

5. The timing of the closing of the Bookbuild will be at the discretion of WH Ireland and H&P. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6. Each Placee's allocation will be confirmed to Placees orally, or by email, by WH Ireland or H&P following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. WH Ireland or H&P's oral or emailed confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of WH Ireland, H&P and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with WH Ireland and H&P's consent, such commitment will not be capable of variation or revocation.

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

8. WH Ireland and H&P may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as they may determine. WH Ireland and H&P may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9. A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with WH Ireland and H&P's consent will not be capable of variation or revocation from the time at which it is submitted.

10. Except as required by law or regulation, no press release or other announcement will be made by WH Ireland, H&P 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.

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

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

13. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither WH Ireland, H&P nor any of their respective affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the issue of the Placing Shares to the Placees, WH Ireland and H&P and their respective affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither WH Ireland, H&P nor any of their respective affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of WH Ireland and H&P's conduct of the Placing.

Conditions of the Placing

WH Ireland and H&P's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

· Admission becoming effective by not later than 8.00 a.m. on 15 June 2018 (or such later time and date (being not later than 5.00 p.m. on 30 June 2018) as the Company, WHI and H&P may agree);

· completion of the Subscription;

· the compliance by the Company with all of its obligations under the Placing Agreement to the extent they are required to be performed on or prior to Admission;

· Resolution 1 being passed at the General Meeting; and

· the Placing Agreement not having been terminated prior to Admission.

If: (i) any of the conditions contained in the Placing Agreement in relation to the Placing Shares are not fulfilled or waived by WH Ireland and H&P by the respective time or date where specified (or such later time or date as WH Ireland and H&P may notify to the Company, not being later than 8.00 a.m. on 30 June 2018; (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

WH Ireland and H&P may, at their sole discretion and upon such terms as they think fit, waive, or extend the period for, compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the above conditions relating to the passing of the Resolution and Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

Right to terminate the Placing Agreement

WH Ireland and H&P are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia:

· if the Company is in material breach of any of its obligations under the Placing Agreement (including the warranties contained in the Placing Agreement);

· the Subscription does not complete;

· if there is a material adverse change in the condition (financial or otherwise), prospects, management, results of operations, financial position, business or general affairs of the Group; or

· if there is a change in the financial, political, economic or stock market conditions, which in the opinion of WHI and/or H&P (acting in good faith) would be likely to materially prejudice the success of the Placing.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by WH Ireland and/or H&P of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WH Ireland and H&P (as the case maybe), as applicable, and that neither need make any reference to Placees and that neither WH Ireland, H&P nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules for Companies (the "Exchange Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, WH Ireland, H&P or any other person and neither WH Ireland, H&P, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by WH Ireland, H&P, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, WH Ireland nor H&P are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

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

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by WH Ireland and H&P in accordance with the standing CREST settlement instructions which they have in place with WH Ireland and/or H&P.

Settlement of transactions in the Placing Shares (ISIN:  GG00BD95V148) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, WH Ireland and H&P reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will be on 15 June 2018  in accordance with the instructions set out in the form of confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR.

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

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. None of WH Ireland, H&P nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to WH Ireland and H&P (for themselves and on behalf of the Company):

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

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

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

4. that these terms and conditions represent the whole and only agreement between it, WH Ireland, H&P and the Company in relation to its participation in the Placing and supersede any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information. Each Placee agrees that neither the Company, WH Ireland, H&P nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5. that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors or in circumstances in which the prior consent of WH Ireland or H&P has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons;

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

7. that it is: (i) unless otherwise agreed in writing with WH Ireland and H&P, located outside the United States and is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

8. that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;

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

10. that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic South Africa or Japan;

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

12. that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);

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

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

15. that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this appendix and the announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by WH Ireland or H&P;

16. that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49 (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

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

18. that, unless otherwise agreed by WH Ireland or H&P, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is subscribing for the Placing Shares for investment only and not with a view to resale or distribution;

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

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

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

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

23. that it is not relying on any representations or warranties or agreements by the Company, WH Ireland, H&P or by any of their respective directors, employees or agents or any other person except as set out in the express terms of this appendix and the announcement of which it forms part;

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

25. that it appoints irrevocably any director of WH Ireland or H&P as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

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

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

28. that it is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

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

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

31. that it is responsible for obtaining any legal, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company, WH Ireland or H&P to provide any legal, tax or other advice to it;

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

33. that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering Regulations 2007 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to WH Ireland and H&P such evidence, if any, as to the identity or location or legal status of any person which WH Ireland or H&P may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by WH Ireland or H&P on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as WH Ireland or H&P may decide in their absolute discretion;

34. that it will not make any offer to the public of those Placing Shares to be subscribed for by it for the purposes of the Prospectus Rules made by the FCA pursuant to Commission Regulation (EC) No. 809/2004;

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

36. that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, WH Ireland or H&P 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;

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

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

39. that WH Ireland and H&P or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

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

41. that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing.

The Company, WH Ireland, H&P and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to WH Ireland and H&P in each case for itself and on behalf of the Company and are irrevocable.

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

The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company, WH Ireland nor H&P will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, WH Ireland and H&P in the event that any of the Company and/or WH Ireland and H&P has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WH Ireland and H&P accordingly.

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

All times and dates in this Announcement (including this Appendix) may be subject to amendment. WH Ireland and H&P shall notify the Placees and any person acting on behalf of the Placees of any changes.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by WH Ireland, H&P or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

DEFINITIONS

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

Notes to editors

AfriTin Mining is the first pure tin company listed in London and its vision is to create a portfolio of world-class, conflict-free, tin producing assets. The Company's flagship asset is the Uis brownfield tin mine in Namibia, formerly the world's largest hard-rock tin mine.

AfriTin is managed by an experienced board of directors and management team with a current two-fold strategy: fast track Uis brownfield tin mine in Namibia to commercial production in 2018 ramping up to 5,000 tonnes of concentrate, and consolidation of other quality African tin assets. The Company strives to capitalise on the solid supply/demand fundamentals of tin by developing a critical mass of tin resource inventory, achieving production in the near term and further scaling production by consolidating tin assets in Africa.