Phoenix Copper Limited Regulatory News (PXC)

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA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 APPENDICES 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 APPENDICES DO 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 PHOENIX COPPER LIMITED IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. 

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

3 July 2026

Phoenix Copper Limited

("Phoenix" or the "Company") 

 Proposed Placing, Subscription and Retail Offer

Corporate Update

New Share Option Scheme and proposed Grant of Options

Phoenix Copper Limited (AIM: PXC), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, announces a proposed Placing and Subscription to raise gross proceeds of approximately £2.3 million (net proceeds of approximately £2.0 million) through the issue of c.460,000,000 new ordinary shares in the Company ("Placing Shares" or "New Ordinary Shares", together the "Fundraising"), and a proposed Retail Offer as detailed below to raise approximately £0.5 million. The Fundraising is conditional upon, amongst other things, the passing of the Resolutions at the Annual General Meeting of the Company to be convened for on or around 24 July 2026.

Summary

· The Company intends to raise gross proceeds of approximately £2.3 million, in aggregate, pursuant to the Placing and Subscription (further details outlined below)

· The Company also intends to launch a retail offer to raise approximately £0.5  million to eligible existing retail Shareholders on the BookBuild Platform at the Issue Price (the "Retail Offer").

· A director of the Company has indicated their intention to participate in the Fundraising, by way of the Subscription.

· The net proceeds from the Fundraising are intended to be used for the repayment of short-term debt (as detailed below), process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

· The Issue Price is 0.5 pence per Ordinary Share, which represents a discount of approximately 54.5 per cent. to the closing mid-market price of 1.1 pence per Ordinary Share on 2 July 2026, being the latest practicable date prior to the announcement of the Fundraising.

· Completion of the Placing, the Subscription and the Retail Offer is expected to take place on or around 27 July 2026, subject to, and following, the passing of the Resolutions at the Annual General Meeting.

The Fundraising

The Fundraising will comprise:

· a placing to raise gross proceeds of approximately £1.7 million (the "Placing") through the issue of new ordinary shares (the "Placing Shares") at the Issue Price;

· a subscription to raise gross proceeds of approximately £0.6 million (the "Subscription") for New Ordinary Shares (the "Subscription Shares"); and

· a retail offer of approximately £0.5 million to eligible existing retail Shareholders on the BookBuild Platform at the Issue Price (the "Retail Offer"). The Retail Offer aims to provide existing retail Shareholders in the UK with an opportunity to participate in the Fundraising. A separate announcement will be made in due course regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing.

· In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.

As set out above, the issue of the Placing Shares, Subscription Shares and Retail Offer Shares will be conditional (amongst other things) on the passing of the Resolutions to be proposed at the Annual General Meeting of the Company to be held on or around 24 July 2026 (or any adjournment thereof) which will renew the Company's authorities to issue shares on a non-pre-emptive basis.

Zeus is acting as sole broker in connection with the Placing. The Placing will be conducted by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming the closing of the Bookbuild and the number of New Ordinary Shares to be issued pursuant to the Placing and Subscription is expected to be made in due course.

The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to Admission. The Placing is not conditional on a minimum amount being raised.

The timing for the close of the accelerated bookbuild and allocation of the Placing Shares shall be at the absolute discretion of Zeus, in consultation with the Company. The final number of Placing Shares to be issued pursuant to the Placing will be agreed by Zeus and the Company at the close of the accelerated bookbuild. The result of the Placing will be announced as soon as practicable thereafter. The Placing is not underwritten.

The expected timetable of principal events is set out in Appendix I to this Announcement.

Further information on the Fundraising is set out below. This Announcement should be read in its entirety.

Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix III.

For further enquiries:

Exchange rate: GBP/USD:£1=$1.33

Additional Information

1. Introduction

The Company announces a proposed Placing and Subscription to raise gross proceeds of approximately £2.3 million (USD$3.0 million) (net proceeds of approximately £2.0 million) through the issue of c.460,000,000 new ordinary shares in the Company ("Placing Shares" or "New Ordinary Shares", together the "Fundraising"), and a proposed Retail Offer as detailed below to raise approximately £0.5 million. The net proceeds of the Fundraising will be used, inter alia, for the repayment of short-term debt (as detailed below), engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.The Company will require share authorities to issue the New Ordinary Shares and the Warrants pursuant to the Fundraising. Accordingly, the Placing, Subscription and Retail Offer and the issue of the Warrants are each conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, to be convened for on or about 24 July 2026.

Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on or around 27 July 2026 (or such later time and/or date as Zeus and the Company may agree, not being later than 28 August 2026). The Placing Shares, Retail Offer Shares and Subscription Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.

2. Background to, and reasons for, the Fundraising

Phoenix Copper Limited is a US-focused base and precious metals emerging producer and exploration company whose flagship asset is the 80%-owned Empire project near Mackay, Idaho. In September 2024 the Company published a Pre-Feasibility Study ("PFS") for the Empire open-pit, outlining Proven and Probable mineral reserves of 10.1 million tonnes containing approximately 109.5 million pounds of copper, 104,000 ounces of gold and 4.65 million ounces of silver. The PFS demonstrated a pre-tax NPV (at 7.5%) of US$87.86 million, an internal rate of return of 46.4% and cumulative net free cash flow of approximately US$153 million over an eight-year mine life, with total cash costs of US$2.44 per copper equivalent pound. These figures were calculated with reference to the 3 year trailing average price of metals at the time of publication. The Company has since advanced the project through detailed engineering design and the procurement of pre-owned milling equipment and an assay laboratory at significant discounts to new, reducing estimated project capital expenditure. In its audited results for 2025, the Company reported investment in the Empire Mine of US$45.32 million, net assets of US$38.27 million and a reduced loss of US$4.40 million.

Beyond the open-pit, the Company's portfolio includes the Empire Copper Sulphide Vein System, a high-grade underground target where 2021 drilling intercepted 8.38% copper, 2.9 g/t gold, 187 g/t silver and 4.93% zinc, and the Navarre Creek grassroots gold exploration project, where 2023 drilling identified a continuous zone of anomalous gold mineralisation across the Lehman Creek target.

Construction of the Empire Mine remains to be fully financed. The Company entered into a subscription for US$80 million of non-convertible copper bonds, secured over its interests in the Empire Mine, with NIU Invest SE, but to date only an initial US$5 million has been advanced under that programme.

During 2025 the Company supplemented its resources through an equity raise and a US$2.1 million unsecured convertible loan facility with Indigo Capital LLP, of which US$1.564 million of principal remains outstanding.

The net proceeds of the Fundraising are intended to be used to repay the existing short-term debt with Indigo Capital LLP (as set out below), fund ongoing operational costs, advance detailed engineering at Empire and provide additional working capital. The Directors believe the Fundraising will provide the financial flexibility to sustain the Company for the short term, but the Directors anticipate that, in addition to sourcing the funding required for the construction of the Empire Mine, further funds will be required to progress the Company's activities in the near term and in any event before the end of September 2026.

3. Corporate Update

The Company provides the following additional updates:

Indigo Capital Limited

As set out above, the Company intends to use the proceeds of the Fundraising to repay all amounts outstanding under the Indigo Capital LP convertible loan note agreement which the Company announced via RNS on 4 December 2025. The final repayment of principal to Indigo amounts to c.£1.176 million (US$1.564 million) and the final interest payment amounting to £188,000, is intended to be settled via the issue of 40,000,000 new Ordinary Shares with 13,333,334 additional warrants on the same terms as other investors in the Fundraising. In addition, it is intended that Indigo's current holding of warrants over 10,000,000 ordinary shares, with an exercise price of 5p and expiring on 31 October 2028, will be repriced to an exercise price of 2.5p per ordinary share.

NIU Invest SE

On 10 April 2026 the Company announced that warrants which were held by NIU Invest SE ("NIU") had been cancelled, as no further funding had been forthcoming following NIU's initial investment of $5 million into the Company's copper bonds in June 2024. The Company wishes to clarify that NIU still holds warrants to subscribe for 3,764,892 Ordinary Shares (the "NIU Warrants"). The NIU Warrants carry anti-dilution protection, which does not apply to the issue of further Ordinary Shares, but applies to issues of securities that are convertible, exchangeable or otherwise exercisable for Ordinary Shares at a value which is less than the value of the NIU Warrants.

Following the partial conversion of the Company's convertible loan note agreement with Indigo, which was announced on 23 January 2026, the anti-dilution protection entitles NIU to warrants to subscribe for an additional new Ordinary Shares at nil cost. The Company has accordingly agreed to issue NIU with 29,195,052 additional warrants. The anti-dilution protection will also apply to the additional warrants being issued in the Fundraising. The final calculation will be determined following the completion of the Fundraising and announced in due course, along with NIU's revised holding in the Company's enlarged share capital.

Background to NIU relationship:

The Company's US$300,000,000 Floating Rate Secured Bond programme (the "Programme") was constituted on 27 December 2023 by way of a Bond Trust Deed and a related Security Trust Deed, in each case with M&G Trustee Company Limited acting as trustee. The facility allows bonds to be issued up to the aggregate Programme limit, to one or more bondholders, secured by a mortgage granted by the Company's subsidiary, Lost River Resources Inc., over certain patented mining claims forming part of the Empire Open Pit Mine in Idaho (the "Lost River Mortgage"). The Lost River Mortgage does not extend to the Empire Mine as a whole, to Lost River Resources Inc. itself, or to the Company's other assets or share capital.

On 15 May 2024 the Company announced it had entered into a Subscription Letter with NIU Invest SE ("NIU") pursuant to which NIU committed to subscribe for up to US$80,000,000 of bonds under the Programme.

The Company announced on 5 June 2024 that NIU had funded an initial tranche of US$5,000,000. NIU did not fund any of the four subsequent tranches scheduled under the parties' drawdown arrangements, the final deadline for which passed in April 2025. As NIU's outstanding commitment of US$75,000,000 was unfunded, no further bonds were issued to either NIU or any other bond investors under the Programme.

In lieu of arrangement and drawdown fees for NIU's subscription, the Company issued NIU 33,884,031 Ordinary Shares and granted NIU warrants over a further 3,764,000 Ordinary Shares at an exercise price of 11.5 pence, exercisable on a cashless basis, which are still held by NIU, as described above. The Company also agreed to discharge certain of NIU's legal and other costs.

Protections

The Bond Trust Deed provides a structured and multi-layered protection against unilateral action by any bondholder. The Company's principal protections are summarized below.

Individual bondholders have no right under the Bond Trust Deed to take direct enforcement action against the Company or the security. Any enforcement action must be taken by the Bond Trustee, who may only act only in the circumstances described below.

The Bond Trustee is not obliged to take any enforcement action unless directed to do so by an Extraordinary Resolution of bondholders (requiring a 75% majority) or by a written request from bondholders holding at least one-quarter of the bonds then outstanding, provided the size of their holding satisfies the Bond Trustee that they meet the threshold for enforcement.

Before any enforcement step may be taken, the Bond Trustee must be satisfied that a valid Event of Default has occurred and that such default is materially prejudicial to the interests of bondholders.

The Bond Trustee is not obliged to take any enforcement step unless first indemnified and/or secured and/or prefunded to its satisfaction against all costs and liabilities it may incur. This requirement applies regardless of whether the threshold described above is met, and is a separate and independent condition to any enforcement action.

The Directors confirm that the Company has at all times remained current and up to date with all coupon payments due under the bonds. The most recent coupon payment, which was due on 30 June 2026, has been paid in full to NIU. The next coupon payment is due to be paid to NIU in December 2026.

New Share Option Scheme

The Company also announces that the Board is planning to approve the implementation of a new Share Option Scheme (the "Share Option Scheme"), designed to incentivise the Company's current and future directors and members of the senior management team (the "Participants"). The Company intends to grant Share Options to future hires, specifically a new Chief Financial Officer and a new Non-Executive Director. For the avoidance of any doubt, all previous share options have now lapsed.

The intention is that the Share Option Scheme will be established to encourage long-term value creation for the Shareholders and to align the interests of the Participants with Shareholders. Awards under the Share Option Scheme will take the form of premium priced options over Ordinary Shares, which are intended to be exercisable from the first anniversary of the date of grant (subject to several market standard specific exceptions) (the "Options").

The Share Option Scheme will be a scheme of the kind commonly adopted by listed companies. The earliest date on which the Options can be exercised is one year from the date of grant or following the Company's 2027 AGM, whichever is the later, subject to certain conditions being met. The Share Option Scheme will allow for up to 10 per cent of the Company's issued share capital to be allocated to Participants and includes malus and clawback clauses.

Each Participant's Option grant shall be divided into three equal tranches, exercisable at 3p, 5p and 8p over 10 years. Vesting is subject to both a share price milestone condition and a time condition, both of which must be satisfied before an Option tranche may vest and be exercised.

The implementation of the Share Option Scheme will be subject to the approval of the Company's shareholders at the Annual General Meeting.

If approved, the Company intends to grant Options to Directors and members of the Company's senior management team. The total number of Options granted will depend on the Company's enlarged share capital following AGM, and will be allocated as follows:

Catherine Evans: 2%

Ryan McDermott: 2%

Chief Financial Officer: 1% (pending appointment)

David Jarvis: 0.5%

Non-Executive Director: 0.5% (pending appointment)

Paul de Gruchy: 0.5%

Lenie Wilkie: 0.25%

Harry Kenyon-Slaney: 0.25%

Jason Riley: 0.25%

Reserved: 2.75%

Riverfort Dispute

In January 2026, the Company became aware that Riverfort Global Opportunities PCC Limited ("Riverfort") had asserted a contractual entitlement to approximately US$2.1 million, comprising alleged prepayment penalties, lost conversion rights and a lost funding opportunity, following the Company's repayment in full of its short-term loan facility with Riverfort during the year. Riverfort contends that the repayment should have been treated as a prepayment under the terms of the facility. No proceedings have been issued; in April 2026, Riverfort indicated it may provide draft particulars of claim as part of an effort to reach a negotiated settlement. The Board considers Riverfort's position to be unwarranted, save for an early payment penalty of US$64,000 (representing 10% of the prepayment amount), which has been provided for in the Company's financial statements and remains disputed by Riverfort. The Company will robustly resist any claim should proceedings be issued, while remaining open to a commercial resolution.

Details of the Fundraising

Subject to the satisfaction of the conditions in respect of the Fundraising including, inter alia, the passing of the Resolutions, the Company intends to issue approximately 460,000,000 New Ordinary Shares in the Placing and the Subscription, at the Issue Price raising in aggregate gross proceeds of approximately £2.3 million (net proceeds of approximately £2.0 million), before expenses.

The Company intends to raise approximately £0.5 million through the proposed Retail Offer.

In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.

The Issue Price represents a discount of approximately 54.5 per cent. to the mid-market price of 1.1 pence per share at which the Ordinary Shares were quoted on AIM as at close of trading on 2 July 2026, being the latest practicable date prior to the announcement of the Fundraising.

Details of the Placing 

The Placing comprises the placing of approximately 334,000,000 New Ordinary Shares at the Issue Price. The Placing will raise gross proceeds of approximately £1.7 million. The Placing is conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and Admission.

Pursuant to the terms of the Placing Agreement, Zeus, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten and is not conditional on a minimum amount being raised.

The Placing Agreement contains warranties from the Company in favour of Zeus in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Group and its business. In addition, the Company has agreed to indemnify Zeus in relation to certain liabilities it may incur in respect of the Placing. Zeus has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including, in the event that any of the warranties given by the Company to Zeus in the Placing Agreement become untrue, inaccurate or misleading in any material respect, the material breach by the Company of its obligations under the Placing Agreement, the occurrence of a material adverse change affecting the condition, financial or otherwise, or the earnings or business affairs or prospects of the Group as a whole, whether or not arising in the ordinary course of business.

Details of the Subscription and Related Party Transaction

The Subscription comprises the issue of approximately 125,000,000 New Ordinary Shares at the Issue Price. The Subscription is conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, on the close of the Placing, Admission and the Placing Agreement not being terminated prior to Admission. Further details of the Subscription are to be announced at the same time as the closing of the Bookbuild.

Catherine Evans, the Company's interim Chair, and certain members of her family have indicated their intention to subscribe directly and indirectly for 70,000,000 Subscription Shares and 20,000,000 Placing Shares, being in aggregate 90,000,000 New Ordinary Shares at the Issue Price.

Catherine Evans is a director of the Company and her proposed participation in the Placing and the Subscription will therefore constitute a related party transaction in accordance with AIM Rule 13. Further information regarding the related party transaction will be provided along with the result of the Fundraising. 

The Subscription Shares will be subscribed for on the basis agreed pursuant to subscription agreements between the Company and the relevant subscribers, rather than pursuant to the terms and conditions of the Placing contained in the Appendix III to this Announcement.

Details of the Retail Offer

The Company also intends to raise approximately £0.5 million by way of the Retail Offer. The issue of the Retail Offer Shares will be at the Issue Price. The Retail Offer is conditional upon Shareholders passing the Resolutions at the Annual General Meeting. Completion of the Retail Offer is also conditional upon the completion of the Placing but completion of the Placing and Subscription are not conditional on the completion of the Retail Offer.

The terms and conditions in respect of the Retail Offer will be set out in a separate announcement to be made shortly.

Details of the Warrants

As referred to above, the Company has also agreed to issue certain Warrants to participants in the Placing, Subscription and Retail Offer on the basis of one Warrant for every three new Ordinary Shares subscribed for as part of the Fundraising.

1 Warrant for every 3 New Ordinary Shares

Such Warrants would be issued shortly following Admission, with each Warrant granting the holder the right to subscribe for one new Ordinary Share at the Warrant Price within the Warrant Exercise Period.

The Warrants may be exercised in whole or in part during the Warrant Exercise Period and are not secured.

The Warrants are to be issued in certificated form. There are also provisions in the Warrant Instrument for convening meetings of the holders of Warrants and for modification of rights under the Warrant Instrument.

Settlement and dealings

The New Ordinary 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 Company's 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 admission of the Placing Shares, Retail Offer Shares and Subscription Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will take place at 8.00 a.m. on or around 27 July 2026 and that dealings in the New Ordinary Shares on AIM will commence at the same time.

It is expected that CREST accounts will be credited with entitlements to the New Ordinary Shares (via Depositary Interests) as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after, and in any event within 14 days of, Admission.

The New Ordinary Shares, assuming full take-up of the Retail Offer and completion of the Subscription, represent approximately 194 per cent. of the Existing Ordinary Shares, and approximately 66 per cent. of the Enlarged Share Capital.

Use of proceeds

The net cash proceeds of the Placing and the Subscription, are expected to be approximately £2.0 million.

The net proceeds will be used for the repayment of short-term debt (as detailed above), process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

Qualified Person

The foregoing technical information in this news release has been reviewed and verified by Dennis Thomas, ACSM, FIMMM, FGS, CEng, Eurlng, co-founder of Phoenix Copper Limited and Member of the Company's Advisory Board. Mr. Thomas has held both executive and non-executive roles in a number of international private and public natural resources companies and is a chartered mining engineer from the Camborne School of Mines. He is a Qualified Person under the AIM Rules and consents to the inclusion of the information in the form and the context in which it appears.

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Zeus nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Zeus, which is authorised and regulated in the United Kingdom by the FCA, is acting as Broker exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Zeus by FSMA or the regulatory regime established thereunder, Zeus accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, for the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Zeus accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

The New Ordinary Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, 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 New Ordinary Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, the Republic of South Africa.

No public offering of securities is being made in 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; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares; and the New Ordinary Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or the Republic of South Africa. Accordingly, the New Ordinary 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 Canada, Australia, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan or the Republic of South Africa or to any investor located or resident in Canada.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. No prospectus, offering memorandum, offering document or admission document has been or will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement and no such document is required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or the Public Offers and Admissions to Trading Regulations 2024 (the "POATR")) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

This Announcement and the terms and conditions set out herein are for information purposes only and 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: (a) if in a member state of the European Economic Area (the "EEA"), "qualified investors" within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified Investors"); and (b) if in the United Kingdom, "qualified investors" within the meaning of paragraph 15 of Schedule 1 of the POATR who are also (i) persons having professional experience in matters relating to investments who fall 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) persons who fall within Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being "Relevant Persons").

This Announcement must not be acted on or relied on (i) in any member state of the EEA, by persons who are not Qualified Investors; or (ii) the United Kingdom, 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 only available to (i) in any member state of the EEA, Qualified Investors; and (ii) in the United Kingdom, Relevant Persons, and will only be engaged in with such persons.

The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements of the Company to be materially different from such forward-looking statements.

The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. 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 appropriate independent financial adviser.

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 Zeus or by any of its affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

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

The New Ordinary Shares to be issued pursuant to the Placing, Retail Offer and Subscription will not be admitted to trading on any stock exchange other than AIM.

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

APPENDIX I

Expected Timetable for the Fundraising

Notes:

(i) References to times in this announcement are to London time (unless otherwise stated).

(ii) If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to a regulatory information service.

(iii) The timing of the events in the above timetable and in the rest of this announcement is indicative only.

All dates remain subject to change. Any such change will be notified to Shareholders via a Regulatory Information Service.

APPENDIX II

Definitions

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

APPENDIX III

Terms and conditions of the Placing

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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.

NO PROSPECTUS, OFFERING MEMORANDUM, OFFERING DOCUMENT OR ADMISSION DOCUMENT HAS BEEN OR WILL BE MADE AVAILABLE IN ANY JURISDICTION IN CONNECTION WITH THE MATTERS CONTAINED OR REFERRED TO IN THIS ANNOUNCEMENT AND NO SUCH DOCUMENT IS REQUIRED (IN ACCORDANCE WITH REGULATION (EU) NO 2017/1129 (THE "EU PROSPECTUS REGULATION") OR THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR")) TO BE PUBLISHED. PERSONS NEEDING ADVICE SHOULD CONSULT A QUALIFIED INDEPENDENT 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 AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND 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: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION ("QUALIFIED INVESTORS"); AND (B) IF IN THE UNITED KINGDOM, "QUALIFIED INVESTORS" WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE POATR WHO ARE ALSO (I) PERSONS HAVING PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL 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) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) OTHER PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING "RELEVANT PERSONS").

THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; OR (II) IN THE UNITED KINGDOM, 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 ONLY AVAILABLE TO (I) IN ANY MEMBER STATE OF THE EEA, QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM, RELEVANT PERSONS, AND WILL ONLY BE ENGAGED IN WITH SUCH 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 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 NEW ORDINARY 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.

All offers of the Placing Shares will be made pursuant to an exemption under the POATR or the EU Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of FSMA does not apply.

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 New Ordinary 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 New Ordinary 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.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (each of which form part of UK law by virtue of EUWA) (together, the "MiFID II 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: (a) retail investors, (b) investors who meet the criteria of professional clients and (c) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the " EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

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

UK product governance

Solely for the purposes of the product governance requirements contained within of Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) 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, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

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

Persons (including, without limitation, nominees and trustees) who have a contractual 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.

These terms and conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with Zeus 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 Zeus 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 Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

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

Details of the Placing Agreement and the Placing Shares

Zeus and the Company have entered into a Placing Agreement, under which Zeus has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by Zeus or any other person.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of Zeus in consultation with the Company and a further announcement confirming these details will be made in due course.

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

The New Ordinary Shares will trade on AIM (via Depositary Interests) under PXC with ISIN VGG7060R1139.

Application for admission to trading

Application will be made to London Stock Exchange for admission to trading of the Placing Shares (via Depositary Interests) on AIM.

It is expected that Admission of the Placing Shares will take place on or before 27 July 2026 and that dealings in the Placing Shares on AIM will commence at the same time.

Bookbuild

Zeus will today commence the Bookbuild to determine demand for participation in the Placing by potential Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Zeus 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. Zeus is arranging the Placing as agent for 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 Zeus. Zeus is entitled to participate in the Placing as principal.

3. The Bookbuild will establish the number of Placing Shares to be placed at the Issue Price.

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual contact at Zeus. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Zeus on the basis referred to in paragraph 8 below.

5. The timing of the closing of the Bookbuild will be at the discretion of Zeus. 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 Zeus following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Zeus'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 Zeus and the Company, under which it agrees to acquire by subscription or purchase the number of Placing Shares allocated to it at the Issue 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 Zeus'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 placed at the Issue Price.

8. Subject to paragraphs 4 and 5 above, Zeus 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 it may determine. Zeus 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 Zeus 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 Zeus 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 placed 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 Zeus 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 under 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 permitted by law and the applicable rules of the Financial Conduct Authority ("FCA"), neither Zeus nor any of each of their 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 delivery of the Placing Shares to the Placees and Zeus and each of their affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, none of Zeus nor any of each of their affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) to the Placees in respect of Zeus's conduct of the Placing.

15. The Placing Shares will be allotted and issued subject to the terms and conditions of this Appendix III and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

16. The times and dates in this Announcement may be subject to amendment. Zeus shall notify the Placees and any person acting on behalf of the Placees of any such changes.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

1. the delivery by the Company to the Bookrunner of certain documents required under the Placing Agreement;

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

3. the Resolutions having been duly passed without amendment at the Annual General Meeting;

4. the issue and allotment of the New Ordinary Shares, conditional only upon Admission;

5. Admission occurring by no later than 8.00 a.m. (London time) on 27 July 2026 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than 8.00 am (London time) on 28 August 2026 (the "Long Stop Date"); and

6. the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

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

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

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

Right to terminate the Placing Agreement

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

1. the Company is in breach of any of its obligations under the Placing Agreement or any applicable law or regulation in respect of the Placing;

2. any of the warranties given in the Placing Agreement is or becomes untrue or inaccurate or misleading;

3. there occurs or arises prior to Admission any significant change or new material matter which the Bookrunner determines should be notified to Placees or Shareholders;

4. an event of force majeure occurs which, in the good faith opinion of the Bookrunner, would prevent any party from performing its obligations under the Placing Agreement;

5. the Bookrunner becomes aware there has been, or is reasonably likely to occur, any material adverse change in any national or international political, military, diplomatic, economic, financial or market conditions (including disruption to trading on any relevant stock exchange) or currency exchange rates or exchange controls or any statutory or regulatory matter which would have or be likely to have a material and adverse effect on the Placing or Admission or otherwise render the Placing or Admission temporarily or permanently impracticable or inadvisable; or

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

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or 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),the business and financial information that the Company is required to publish in accordance with the AIM Rules and the Market Abuse Regulation and any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (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, or Zeus or any other person and neither Zeus, 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 Zeus, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing.

Neither the Company nor Zeus are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with Zeus, stating the number of Placing Shares (via Depositary Interests) allocated to it at the Issue 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 Zeus in accordance with the standing CREST settlement instructions which they have in place with Zeus.

Settlement of transactions in the Placing Shares (via Depositary Interests) (ISIN:VGG7060R1139) following Admission, will take place within the system administered by Euroclear UK & International Limited ("CREST") provided that, subject to certain exceptions, Zeus 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 the date of Admission 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 SONIA.

Each Placee is deemed to agree that, if it does not comply with these obligations, Zeus may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Zeus's account and benefit (as agents 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 Zeus 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 Zeus such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which Zeus 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. Neither Zeus 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 Zeus (for themselves and on behalf of the Company):

1. that it has read and understood this Announcement, including the Appendices, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained 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 in any circumstances;

3. that the exercise by Zeus of any right or discretion under the Placing Agreement shall be within the absolute discretion of Zeus, and Zeus 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 Zeus, 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, Zeus and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information. Each Placee agrees that neither the Company, Zeus 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 if it is acting as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of the POATR (as applicable), the Placing Shares subscribed for by it in the Placing will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to persons in circumstances which may give rise to an offer of securities to the public other than an offer or sale in a member state of the EEA other than to Qualified Investors, in the United Kingdom other than to Relevant Persons, or in circumstances in which the prior consent of Zeus has been given to each such proposed offer or resale;

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

7. that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and neither Zeus nor the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, 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 Exchange Information; nor has it requested Zeus, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

8. that it is: (i) unless otherwise agreed in writing with Zeus, located outside the United States and it is not a US person as defined in Regulation S under the Securities Act ("Regulation S") and it 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;

9. 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;

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

11. that it has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for or purchasing the Placing Shares;

12.  that neither Zeus nor the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information;

13.  that unless specifically agreed with Zeus, 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;

14.  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 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 of South Africa or Japan;

15.  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;

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

17.  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 it has complied with all necessary formalities and that it has not taken any action which will or may result in the Company or Zeus 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;

18.  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 and/or purchase obligations;

19.  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 Zeus;

20.  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;

21.  that, unless otherwise agreed by Zeus, it is a qualified investor within the meaning of Article 2(e) of (i) the EU Prospectus Regulation (if in a member state of the EEA); or (ii) within the meaning of paragraph 15 of Schedule 1 of the POATR (if in the UK);

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

23.  that 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;

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

25.  that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its New Ordinary Shares in accordance with the Company's articles of association, which incorporate the requirements of the Disclosure Guidance and Transparency Rules published by the FCA;

26.  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;

27.  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;

28.  that it appoints irrevocably any director of Zeus 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;

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

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

31.  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;

32.  that it will indemnify and hold the Company and Zeus 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 and Zeus 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 Zeus and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to Zeus for themselves and on behalf of the Company and will survive completion of the Placing and the Admission;

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

34.  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 or Zeus to provide any legal, tax or other advice to it;

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

36.  that (i) it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) 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 it 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 Zeus such evidence, if any, as to the identity or location or legal status of any person which Zeus 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 Zeus 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 Zeus may decide in its absolute discretion;

37.  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 EU Prospectus Regulation or the POATR;

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

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

40.  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 Zeus;

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

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

43.  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

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

The Company, Zeus 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 Zeus for themselves and on behalf of the Company and are irrevocable.

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

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 nor Zeus will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Zeus in the event that any of the Company and/or Zeus 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 Zeus accordingly.

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

All times and dates in this Announcement (including this Appendix) may be subject to amendment. Zeus 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 Zeus 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.

Each Placee and any person acting on behalf of each Placee acknowledges and agrees that Zeus and/or any of its affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that Zeus is receiving a fee in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with Zeus, any money held in an account with Zeus 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 rules and regulations of the FCA made under the FSMA. The 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 Zeus's money in accordance with the client money rules and will be used by Zeus in the course of its own business; and the Placee will rank only as a general creditor of Zeus.

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 rights and remedies of Zeus and the Company under the terms and conditions set out in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

Time is of the essence as regards each Placee's obligations under this Appendix.

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 Zeus.

Each Placee may be asked to disclose, in writing or orally to Zeus: (a) if they are an individual, their nationality; or (b) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.