SO4.L Regulatory News (SO4)

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

1.50pm on 27 April 2017

This announcement contains inside information

Salt Lake Potash Limited

("Salt Lake" or the "Company")

Proposed placing to raise up to £7.5 million (A$12.8 million)

Salt Lake Potash Limited, the dual listed ASX and AIM mineral exploration company with a portfolio of salt lakes in Western Australia, is pleased to announce the proposed placing of up to 30,000,000 new ordinary shares in the Company (the "Placing Shares"), at a price of 25 pence (A$0.43) per Placing Share ("Placing Price"), in order to raise net proceeds of up to £7.0 million (A$12.0 million) (the "Placing").

The Placing is being conducted through a bookbuilding process, which will be launched immediately following this announcement and will be made available to eligible institutional investors in the UK. There will be no offer of securities to the public pursuant to the Placing. The Placing Price is equivalent to a discount of 9.1 per cent. to the closing share price on AIM on 26 April 2017.

Cenkos Securities plc ("Cenkos") has been appointed as bookrunner (the "Bookrunner") in respect of the Placing in the UK.

The net proceeds of the Placing will be applied towards the planning and construction costs of the Pilot Plant which the Company is proposing to construct at its Goldfields Salt Lakes Project, as well as ongoing exploration and development costs.

The Goldfields Salt Lakes Project is intended to be the first salt-lake brine Sulphate of Potash ("SOP") production operation in Australia and the Company has appointed Amec Foster Wheeler ("AMEC") to prepare an analysis of the options for constructing the Pilot Plant as part of the pre-feasibility study on the full scale production model. It is currently anticipated that the Pilot Plant will seek to demonstrate the technical and commercial viability of brine SOP production from the Goldfields Salt Lakes Project, before it is expanded to long term optimal production levels on a staged, modular basis. AMEC have been engaged to initially consider a 20,000 - 40,000tpa Pilot Plant processing only brine feed drawn from the near surface Measured Resource.

For further information please contact:

Background to and Reasons for the Placing

The Company has made substantial progress on exploration, process development and engineering and feasibility studies for its Goldfields Salt Lakes Project (the "Project"). Based on the work to date the Company has initiated a study of the alternatives for construction of a 20,000 - 40,000tpa SOP pilot plant (the "Pilot Plant") at the Project and engaged AMEC to conduct the study. The Pilot Plant is intended to, inter alia, validate the technical and commercial merits of salt lake SOP production in the Goldfields, before modular expansion of the Project.

In parallel with the Pilot Plant study, the Company will continue its comprehensive program of exploration, test pumping, brine evaporation trials, salt processing, environmental research and waste management, transport analysis and costing, market research and stakeholder engagement, principally at Lake Wells but also at the other eight lakes comprising the Goldfields Salt Lakes Project, as exploration permits are granted.

The Company will also continue to engage with potential customers and partners as it seeks to optimise the market potential of the Project.

The net proceeds of the Placing is intended to fund the above Project work, as well as corporate overheads, as follows:

Exploration, engineering & feasibility studies £2.9m

Product marketing & development £0.3m

Initial Project Capital £2.9m

Corporate overheads £0.9m

Details of the Placing

The Placing will be conducted in accordance with the terms and conditions set out in the Appendix. The Placing will be effected by way of a bookbuilding process to be managed by the Bookrunner, as agent of the Company. The bookbuilding process will commence with immediate effect and the books are expected to close no later than 4.00pm on 27 April 2017 (UK time), but the Bookrunner reserves the right to close the books earlier, without further notice.

The timing of the closing of the book in the UK and allocations are at the absolute discretion of the Bookrunner, in consultation with the Company. The Placing Price is 25 pence (A$0.43) per Placing Share. Details of the number of Placing Shares will be announced as soon as practicable after the close of the bookbuilding process. The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends or other distributions made, paid or declared in respect of such shares after the date of issue of the Placing Shares. The Placing is not being underwritten.

The Placing will be carried out without shareholder approval under the Company's capacity under ASX Listing Rules 7.1 and 7.1A.

The Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM becoming effective ("Admission") and the placing agreement entered into between the Company and the Bookrunner on 27 April 2017 not being terminated prior to Admission.

It is expected that Admission will become effective and that dealings in the Placing Shares on AIM will commence on or around 4 May 2017. To the extent that Placing Shares are delivered through the CREST system, they will be in the form of depositary interests.

This Announcement should be read in its entirety. In particular, your attention is drawn to the "Important Notices" section of this announcement, the "Risk Factors" section of the announcement, to the detailed terms and conditions of the Placing and further information relating to the bookbuild described in the Appendix. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement in its entirety and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties, acknowledgements and undertakings contained in the Appendix.

In this Announcement, references to "pounds sterling", "£", "pence" and "p" are to the lawful currency of the United Kingdom and references to "Australian dollars", "A$" and "A cents" are to the lawful currency of Australia. Unless otherwise stated, the basis of translation of pounds sterling into Australian dollars is £1.00/A$1.71.

In addition to the Placing, the Company reserves the right to carry out a further capital raising with certain Australian shareholders and investors. Any such capital rising will be carried out at the Placing Price of A$0.43 and further details will be announced in due course.

IMPORTANT NOTICES

RISK FACTORS

Any investment in the Company is subject to a number of risks. Accordingly, prospective investors should carefully consider the risk factors set out below as well as the other information contained in this document before making a decision whether to invest in the Company. The risks described below are not the only risks that the Group faces. Additional risks and uncertainties that the Company is not aware of or that the Company currently believes is immaterial may also impair the Group's operations. Any of these risks may have a material adverse effect on the Group's business, financial condition, results of operations and prospects. In that case, the price of the Ordinary Shares could decline and investors may lose all or part of their investment. Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information in this document and their personal circumstances.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under FSMA who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

The following factors do not purport to be a complete list or explanation of all the risk factors involved in investing in the Company. In particular the Company's performance may be affected by changes in the market and/or economic conditions and in legal, regulatory and tax requirements.

1. RISKS RELATING TO THE GROUP'S BUSINESS

1.1. The Group may not be able to commercially develop its assets

The Company is mineral exploration company focused on creating value from its Sulphate of Potash assets located in Australia. The Company has not yet begun to generate revenues and is not yet trading profitably. None of the Company's assets has achieved commercial production to date and the commercial viability of each of the Company's assets is dependent on a range of factors.

The resource may not be considered commercially recoverable by the Group for a variety of reasons, including the relative costs involved in recovering the resources, the price of SOP at the time, the availability of the Group's operational resources and other development plans that the Group may have.

If the Group is not successful in achieving commercial production from its assets, or fails to meet its targeted production timelines, the Group's business, financial condition, results of operations and prospects would be materially adversely affected.

1.2. The Group's business plan requires substantial capital expenditure and the future expansion and development of the Group's business may require additional capital. As such, the Group may not be able to generate sufficient cash flows or finance its activities in the longer term if it is unable to raise additional capital

The Group's business plan to exploit and commercialise its assets will require significant capital expenditure. The Group will also be required to make substantial capital expenditure for the identification, acquisition, exploration, development and production of resources in the future.

The Group has visibility of its near term capital expenditure requirements which are supported by detailed internally produced budgets. These budgets detail, inter alia, the necessary equipment, personnel and time lines for the Company's current and planned operations; however, these budgets are subject to change and refinement given the early stage nature of the Company's projects.

In the longer term, future budgets may turn out to be higher than currently planned by the Group (for example, for reasons of industry-wide cost inflation, project delays or redesign, new technology, acceleration of work programmes and the Group may need to seek additional funds at that time to cover increased costs or the fact that the Group may no longer be tax optimised as planned due to unforeseen or earlier than expected costs, which it may not be able to secure on reasonable commercial terms or at all or it may need to divert funds from other projects to satisfy the increased capital expenditure requirements. If this happens, it may have a material adverse effect on the Group's business and financial condition in the longer term.

The Group currently intends to use the net proceeds from the Placing to fund certain costs associated with the planning and construction of the Company's proposed Pilot Plant at the Goldfields Salt Lake Project

However, given that the Group's business involves substantial capital expenditure, it will require additional capital to fund expenditure in the future.

More generally, the Group may not be able to generate sufficient cash flows or finance its activities in the longer term if it is unable to raise additional capital. The Group's inability to access sufficient capital for its operations may have a material adverse effect on its business, financial condition, results of operations and prospects.

1.3. The Group's operation and success depends on its ability to explore and develop resources that are commercially feasible

The Group's long-term commercial success depends on its ability to explore, appraise, develop and commercially produce resources. Future increases in the Group's resources will depend not only on its ability to explore, appraise and develop its existing assets but also on its ability to select and acquire suitable additional assets either through awards at licensing rounds or through acquisitions. From time to time the Group may submit applications for further licences; however, there can be no assurance that the Group will be awarded such licences, that the Group will accept such licences (if so awarded) or that the Group will be able to commercially develop the assets which are the subject of such licences.

There are many reasons why the Group may not be able to find or acquire resources or develop them for commercially viable production.

In addition, there can be no assurance that the Group will be able to develop its resources for commercial viable production. Such challenges and the failure to develop its resources for commercial viable production could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.4. The Group's operations are dependent on the availability of drilling and other equipment and independent contractors

The Group's operations are dependent on the availability of equipment and services, including from third party services. The Group may contract or lease services and equipment from third party providers and suppliers. Such equipment and services may be scarce and may not be readily available at the times and places required and/or the specific service providers that the Group wishes to engage with may not be available at the relevant times.

The scarcity of third party services and equipment, as well as any increases in their costs, together with the failure of a third party provider or supplier to perform its contractual obligations, or an inability to achieve a commercially viable contract with a third party provider or supplier could delay, restrict or lower the profitability and viability of the Group's activities. This could have a material adverse effect on the Group's business, financial condition, results of operations and prospects.

1.5. Location / Operations of licences

Weather conditions could impede the Group's operational activity for its assets which may have a material adverse effect on its business, financial condition, results of operations and prospects.

1.6. The Group may be unable to acquire, retain, convert or renew the licences, permits and other regulatory approvals necessary for its operations

The ability of the Group to develop and exploit resources depends on the Group's continued compliance with the obligations of its current licences. The Group depends on licences whose grant and renewal is subject to the discretion of the relevant governmental authorities and cannot be assured. There can also be no assurance that the Group will be able to identify suitable licensing acquisition opportunities or that the Group will be able to make such acquisitions on appropriate terms.

It is also possible that the Group may be unable or unwilling to comply with the terms or requirements of the licences it holds, including the meeting of specified deadlines for prescribed tasks and other obligations set out in the work programmes attached to the licences. Non-compliance with these obligations may lead to revocation of one or more of the licences. Whilst in certain circumstances the relevant authority may agree to an extension of time to enable the licensee to agree to the obligation in question there is no guarantee that an extension will be given.

1.7. The Group's success is dependent upon its ability to attract and retain key personnel

The Group's success depends, to a large extent, on certain of its key personnel having expertise in the areas of mining, operations, engineering, business development, SOP marketing, finance and accounting. The loss of the services of any key personnel, or the inability to hire personnel with the required skills and experience, could have a material adverse effect on the Group.

The Company's mining exploration activities are dependent upon the grant, or as the case may be, the maintenance of appropriate licences, which may be withdrawn or made subject to limitations. The mining licences held by the Company are subject to the applicable local laws and regulations applying in Western Australia and Northern Territory.

The maintaining of tenements, obtaining renewals, or getting tenements granted, often depends on the Company being successful in obtaining required statutory approvals for its proposed activities and that the licences, concessions, leases, permits or consents it holds will be renewed as and when required. There is no assurance that such renewals will be given, or that such renewals, rights and title interests will not be revoked or significantly altered to the detriment of the Company.

In particular, the Company's projects will require a mining licence to develop a mine. There is no assurance or guarantee that such mining licence, or any other licences, concessions, leases, permits or consents required by the Company to develop its projects will be given.

There are restrictions on the area of land which may be covered by the different types of licences and the total area of land covered by licences that the Company may have an interest in. The Company will be required to surrender areas covered by licences in accordance with the conditions of the licences and the Australian mining law. There can be no guarantee that the Company will be able to successfully identify all, or the best prospects within the licences before making a decision on the areas of land that are to be surrendered in accordance with the conditions of the licences.

2. RISKS RELATED TO THE INDUSTRY

2.1. A material decline in SOP prices may adversely affect the Group's results of operations and financial condition, and prices may not return to levels seen in recent years

The price of SOP and other commodities can be volatile and subject to fluctuation in response to relatively minor changes in the supply of, and demand for, SOP, market uncertainty and a variety of additional factors that are beyond the control of the Group.

The Group can give no assurance that future prices for SOP will be sufficient to generate an economic return. Any further decline in such prices could result in reduced cash flows from the Group's assets and a reduction in the valuation of the Group's assets, which in turn may result in a reduction in the debt available to the Group. This would have a material adverse effect on the Group's financial condition, business, prospects and results of operations.

The Company currently does not currently engage in any hedging or derivative transactions to manage commodity price risk but will consider such strategies at the appropriate time, to the extent that hedging/derivative instruments are available over potash fertilisers on economic terms.

2.2. The Group may miss out on operational opportunities if it is unable to successfully co-ordinate its projects

The Group's operational projects require key asset delivery personnel to be resourced and the co-ordination of a number of activities across the exploration and development phase. There can be long lead times to arrange these activities and if the Group fails to successfully obtain the necessary personnel in time or to co-ordinate the timely delivery or completion, as the case may be, of any of these activities, it may miss out on operational opportunities or may be required to incur additional expenditure.

2.3. Mining projects do not necessarily result in a profit on the investment or the recovery of costs

Mining activities are capital intensive and inherently uncertain in their outcome. The Group's projects may involve unprofitable efforts which may adversely affect the Group's business, financial condition, results of operations and prospects.

2.4. The Group's operations are subject to a number of risks and hazards that may result in material losses in excess of insurance proceeds

The Group's exploration, development and production operations are inherently risky and hazardous. Any losses suffered as a result of the Company's activities could have a material adverse effect on the Group's business, financial position, results of operations and prospects. Hazards typically associated with the industry include including adverse weather conditions, environmental risks and fire, all of which can result in injury to persons as well as damage to or destruction of the extraction plant, equipment, production facilities and other property. In addition, the Group will be subject to liability for environmental risks such as pollution and abuse of the environment. Although the Group intends to exercise due care in the conduct of its business and intends to maintain what it believes to be customary insurance coverage for companies engaged in similar operations (including, where available at a commercial rate, key man insurance), the Group will not be fully insured against all possible risk in its business.

2.5. The Group's business is subject to government regulation with which it may be difficult to comply and which may change

Government Policies and Legislation

Any material adverse changes in government policies, legislation or shifts in political attitude in Australia that affect mineral exploration activities, tax laws, royalty regulations, government subsidies and environmental issues may affect the viability and profitability of the Company's projects.

No assurance can be given that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail production or development. Amendments to current laws and regulations governing operations and activities of mining or more stringent implementation thereof could have a substantial adverse impact on the Project and hence the Company.

The Project licenses are located in Western Australia and the Northern Territory, and as such, the operations of the Company will be exposed to the risks associated with exploration and mining activities in those jurisdictions, in particular Native Title, Heritage laws and environmental laws. Furthermore changes, if any, in mining or investment policies or shifts in political attitude in those jurisdictions may adversely affect the operations or profitability of the Company.

Native Title and Aboriginal Heritage

In relation to the exploration licences which the Company has an interest in or will in the future acquire such an interest, there may be areas over which legitimate common law and/or statutory Native Title rights of Aboriginal Australians exist. If Native Title rights do exist, the ability of the Company to gain access to its projects (through obtaining consent of any relevant landowner), or to progress from the exploration phase to the development and mining phases of operations may be adversely affected.

Whilst none of the Company's permits (located in Western Australia) are currently subject to a Native Title claim, there can be no guarantee that a Native Title claim will not be made in the future, which may impact on the ability of the Company to conduct commercially viable exploration, development and/or mining activities on these projects. Furthermore, for all current and future exploration licences, the Company must also comply with Aboriginal heritage legal requirements which in general may require heritage survey work to be undertaken ahead of the commencement of exploration or mining operations. There can be no guarantee that a heritage survey will not identify heritage sites that impact on the ability of the Company to conduct commercially viable exploration, development and/or mining activities on the relevant projects.

Environmental

The Company's projects are subject to Commonwealth and State laws and regulations regarding environmental matters and the discharge of hazardous wastes and materials. As with most exploration projects and mining operations, the Company's activities are expected to have an impact on the environment, particularly if advanced exploration or mine development proceeds. Development of any of the projects will be dependent on the Company satisfying environmental guidelines, undertaking the necessary environmental studies, and, where required, proposed activities being approved by government authorities. It is the Company's intention to conduct its activities to a high standard of environmental obligation, including compliance with all environmental laws, but may still be subject to accidents or other unforeseen events which may compromise its environmental performance and which may have adverse financial implications.

2.6. The Group operates in a competitive industry

The Company's industry is competitive in all of its phases. The Group competes with numerous other companies and individuals, including competitors with greater financial, technical and other resources, in the search for and acquisition of exploration and development rights on attractive mineral properties. The Group's ability to acquire exploration and development rights on further properties or prospects in the future may depend not only on its ability to develop the properties on which it currently has exploration and development rights, but also on its ability to select and acquire exploration and development rights on new suitable properties. There is no assurance that the Group will continue to be able to compete successfully with its competitors in acquiring exploration and development rights on such properties.

2.7. Macroeconomic risks could result in an adverse impact on the Group's financial condition

Global economic slowdowns may adversely affect the Group's operations. The links between economic activities in different markets and sectors are complex and depend not only on direct drivers such as the balance of trade and investment between countries, but also on domestic monetary, fiscal and other policy responses to address macroeconomic conditions.

Many industries, including the mineral resource industry, are impacted by these market conditions. Some of the key impacts of the current financial market turmoil include contraction in credit markets resulting in a widening of credit risk, devaluations and high volatility in global equity, commodity, foreign exchange and precious metal markets, and a lack of market liquidity. Due to the current nature of the Company's activities, a slowdown in the financial markets or other economic conditions may adversely affect the Company's growth and ability to finance its activities. If these increased levels of volatility and market turmoil continue, the Company's activities could be adversely impacted and the trading price of the Company's shares could be adversely affected.

3. Risks Relating to the Ordinary Shares

3.1. Suitability

Investment in the Ordinary Shares may not be suitable for all readers of this document. Readers are accordingly advised to consult a person authorised under FSMA who specialises in investments of this nature before making any investment decisions.

3.2 Investment in AIM-traded securities

Investment in shares traded on AIM involves a higher degree of risk, and such shares may be less liquid, than shares in companies which are listed on the Official List. The AIM Rules are less demanding than those rules that govern companies admitted to the Official List. It is emphasised that no application is being made for the admission of the Company's securities to the Official List. An investment in the Ordinary Shares may be difficult to realise. Prospective investors should be aware that the value of an investment in the Company may go down as well as up and that the market price of the Ordinary Shares may not reflect the underlying value of the Company. Investors may therefore realise less than, or lose all of, their investment.

3.3 Share price volatility and liquidity

The share price of quoted companies can be highly volatile and shareholdings can be illiquid. The price at which the Ordinary Shares are quoted and the price which investors may realise for their Ordinary Shares will be influenced by a large number of factors, some specific to Salt Lake and its operations and others which may affect quoted companies generally. These factors could include the performance of Salt Lake, large purchases or sales of the Ordinary Shares, currency fluctuations, legislative changes and general economic, political, regulatory or social conditions.

3.4 Dilution

If available, future financings to provide required capital may dilute shareholders' proportionate ownership in the Company. The Company may raise capital in the future through public or private equity financings or by raising debt securities convertible into Ordinary Shares, or rights to acquire these securities. Any such issues may exclude the pre-emption rights pertaining to the then outstanding shares. If the Company raises significant amounts of capital by these or other means, it could cause dilution for the Company's existing shareholders. Moreover, the further issue of Ordinary Shares could have a negative impact on the trading price and increase the volatility of the market price of the Ordinary Shares. The Company may also issue further Ordinary Shares, or create further options over Ordinary Shares, as part of its employee remuneration policy, which could in aggregate create a substantial dilution in the value of the Ordinary Shares and the proportion of the Company's share capital in which investors are interested.

3.5 General Risks

An investment in the Company is only suitable for investors capable of evaluating the risks and merits of such investment and who have sufficient resources to bear any loss which may result. A prospective investor should consider with care whether an investment in the Company is suitable for him in light of his personal circumstances and the financial resources available to him.

Investment in the Company should not be regarded as short-term in nature. There can be no guarantee that any appreciation in the value of the Company's investments will occur or that the investment objectives of the Company will be achieved. Investors may not get back the full or any amount initially invested. The prices of shares and the income derived from them can go down as well as up. Past performance is not necessarily a guide to the future.

Changes in economic conditions including, for example, interest rates, rates of inflation, industry conditions, competition, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect equity investments and the Company's prospects.IMPORTANT NOTICES

THE MATERIAL SET FORTH HEREIN IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT INTENDED, AND SHOULD NOT BE CONSTRUED, AS AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION IN WHICH SUCH AN OFFER WOULD BE UNLAWFUL. SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION. THE SECURITIES OF THE COMPANY DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES OR ANY JURISDICTION THEREOF, AND MAY NOT BE OFFERED, SOLD, RE-SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, ABSENT REGISTRATION OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES.

The distribution of this announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This communication does not constitute an offer of securities to the public in the United States, the United Kingdom, Australia or in any other jurisdiction. There will be no public offer of securities in the United States, United Kingdom, Australia or in any other jurisdiction. In the United Kingdom, this communication is directed only at persons (i) 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 (the "Order"), (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as "relevant persons"). Any investment activity in connection with the Placing will only be available to, and will only be engaged with, relevant persons. Any person who is not a relevant person should not act or rely on this announcement or any of its contents.

In member states of the European Economic Area, this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State).

This announcement (including the Appendix) includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the US Securities Act and Section 21E of the U.S. Securities Exchange Act of 1934. These forward-looking statements are based on the Company's current expectations and projections about future events and can be identified by the use of a date in the future or forward-looking terminology, including, but not limited to, the terms "may", "believes", "estimates", "plans", "aims", "targets", "projects", "anticipates", "expects", "intends", "will", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts and include statements regarding the Company's intentions, beliefs or current expectations. They are not guarantees of future performance. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. A number of factors could cause actual results and developments to differ materially from those expressed or implied by the forward-looking statements. Any forward-looking statements in this announcement reflect the Company's view with respect to future events as at the date of this announcement and are subject to risks relating to future events and the Company's operations, results of operations, financial condition, growth, strategy, liquidity and the industry in which the Company operates. No assurances can be given that the forward-looking statements in this announcement will be realised. Neither the Company nor Cenkos undertake any obligation nor do they intend to revise or update any forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except, in the case of the Company, to the extent required by the Financial Conduct Authority (the "FCA"), the London Stock Exchange , the Australian Stock Exchange ("ASX"), the ASX Listing Rules, the AIM Rules or the Disclosure Guidance and Transparency Rules, or by applicable law). None of the future projections, expectations, estimates or prospects in this announcement should be taken as forecasts or promises nor should they be taken as implying any indication, assurance or guarantee that the assumptions on which such future projections, expectations, estimates or prospects have been prepared are correct or exhaustive or, in the case of the assumptions, fully stated in the announcement. As a result of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on these forward-looking statements as a prediction of actual results or otherwise. The Company undertakes no obligation to update the forward-looking statements in this announcement or any other forward-looking statements it may make. Forward-looking statements in this announcement are current only as of the date on which such statements are made.

This announcement (including the Appendix) has been issued by, and is the sole responsibility of, the Company. This announcement is for information only and does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction in which such an offer or solicitation is unlawful, including without limitation, the United States, Australia, Canada, Japan, Jersey, the Republic of Ireland or the Republic of South Africa. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

Cenkos, which is regulated by the FCA in the United Kingdom, is acting solely for the Company in relation to the Placing and nobody else and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of Cenkos nor for providing advice in relation to the Placing or any other matter referred to in this announcement. Apart from the responsibilities and liabilities, if any, which may be imposed upon Cenkos by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Cenkos does not accept any responsibility whatsoever or make any representation or warranty, express or implied, concerning the contents of this announcement, including its accuracy, completeness or verification, or concerning any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Placing Shares or the Placing and nothing in this announcement is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Cenkos accordingly disclaims, to the fullest extent permitted by law, all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to herein) which it might otherwise have in respect of this announcement or any such statement. Nothing in this announcement shall be effective to limit or exclude any liability for fraud or which cannot otherwise, by law or regulation, be so limited or excluded.

Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast 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 price of Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

Neither the content of the Company's website (or any other website) nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement.

IMPORTANT INFORMATION FOR PLACEES ONLY

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING (AS DEFINED BELOW). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO HEREIN ARE DIRECTED ONLY AT PERSONS SELECTED BY CENKOS SECURITIES PLC ("CENKOS") WHO ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF DIRECTIVE 2003/71/EC AS AMENDED (THE "PROSPECTUS DIRECTIVE") AND (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE 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 "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES OR (C) OTHERWISE PERSONS TO WHOM THEY MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of the Placing Shares is being made in the United States. The Placing is being made outside the United States in offshore transactions (as defined in Regulation S under the Securities Act ("Regulation S")) meeting the requirements of Regulation S under the Securities Act. Persons receiving this announcement (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or use the United States mails, directly or indirectly, in connection with the Placing.

This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction including, without limitation, the United States, Canada, Australia, Japan, the Republic of Ireland or the Republic of South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (a "Prohibited Jurisdiction"). This announcement and the information contained herein are not for publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction (with the exception of Australia) unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction. No action has been taken by the Company, Cenkos or any of their respective Affiliates (as defined below) that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this announcement are required to inform themselves about and to observe any such restrictions.

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

Any indication in this announcement of the price at which the ordinary shares of the Company have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast 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.

Cenkos, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting for the Company and for no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos or for affording advice in relation to the Placing, or any other matters referred to herein.

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making or accepting an oral offer to take up Placing Shares is deemed to have read and understood this announcement in its entirety (including this Appendix) and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained herein.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION OF PLACING SHARES.

Details of the Placing Agreement and the Placing Shares

The Company has today entered into a placing agreement (the "Placing Agreement") with Cenkos. Pursuant to the Placing Agreement, Cenkos has, subject to the terms set out in such agreement, agreed to use reasonable endeavours, as agent of the Company, to procure Placees for the Placing Shares (the "Placing").

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

The Placing Shares will be issued free of any encumbrance, lien or other security interest. To the extent that Placing Shares are delivered through the CREST system, they will be in the form of depositary interests (see further below).

Applications for admission to trading

Application will be made to the London Stock Exchange (the "London Stock Exchange") for admission to trading of the Placing Shares on AIM ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 4 May 2017 and that dealings in the Placing Shares will commence at that time.

Application will also be made to the Australian Stock Exchange (the "ASX") for admission to trading of the Placing Shares on the ASX with effect from as soon as reasonably practicable following Admission.

Bookbuild

Commencing today, Cenkos will be conducting an accelerated bookbuilding process (the "Bookbuilding Process") to determine demand for participation in the Placing by Placees. This announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Cenkos. Each of Cenkos and its Affiliates is entitled to participate as a Placee in the Bookbuilding Process.

The price per share payable to Cenkos by all Placees whose bids are successful is 25 pence per new Ordinary Share (the "Placing Price").

The books will open with immediate effect. The Bookbuilding Process is expected to close not later than 4.00 p.m. London time on 27 April 2017, but may be closed earlier at the discretion of Cenkos. A further announcement will be made following the close of the Bookbuilding Process detailing the number of Placing Shares which are being placed at the Placing Price (the "Second Announcement"). Cenkos may, in agreement with the Company, accept bids that are received after the Bookbuilding Process has closed.

A bid in the Bookbuilding Process will be made on the terms and conditions in this announcement and will be legally binding on the Placee on behalf of which it is made and except with Cenkos' consent will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at Cenkos. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. If successful, Cenkos will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter. Cenkos' oral confirmation of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and Cenkos pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Company's articles of association. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee by Cenkos. The terms of this Appendix will be deemed incorporated in that trade confirmation. Each such Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cenkos, to pay it or (as it may direct) one of its affiliates in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares allocated to such Placee.

Cenkos reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event of an oversubscription under the Placing. Cenkos also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance of offers shall be at the absolute discretion of Cenkos. Cenkos shall be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it shall in its absolute discretion determine. The Company reserves the right (upon agreement with Cenkos) to reduce or seek to increase the amount to be raised pursuant to the Placing.

To the fullest extent permissible by law, none of Cenkos, any holding company of Cenkos, any subsidiary of Cenkos, any subsidiary of any such holding company, any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each an "Affiliate") nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Cenkos, any of its Affiliates nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as Cenkos and the Company may determine. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Each Placee's obligations will be owed to the Company and to Cenkos. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and Cenkos as agent of the Company, to pay to Cenkos (or as Cenkos may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to acquire.

All obligations of Cenkos under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing".

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 obligations of Cenkos under the Placing Agreement are conditional, inter alia, on:

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by Cenkos) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither Cenkos, the Company nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

The parties may by written agreement waive 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 for the above condition relating to Admission. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

Cenkos may, at any time before Admission, terminate the Placing Agreement in accordance with its terms by giving notice (in writing or orally) to the Company if, in the opinion of Cenkos:

In addition, Cenkos has the right to terminate the Placing Agreement in certain circumstances constituting a force majeure event (as further described in the Placing Agreement).

By participating in the Placing, each Placee agrees with Cenkos that the exercise by Cenkos of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of Cenkos and that Cenkos need not make any reference to the Placees in this regard and that, to the fullest extent permitted by law, Cenkos shall not have any liability whatsoever to the Placees in connection with any such exercise.

No Prospectus

No offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required to be published and Placees' commitments will be made solely on the basis of the information contained in this announcement (including the Appendix) and any information previously published by or on behalf of the Company by notification to a Regulatory Information Service. 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 to Cenkos and the Company that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of Cenkos (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company and neither Cenkos nor any of its Affiliates, any persons acting on their behalf, nor the Company will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons).

By participating in the Placing, each Placee acknowledges to and agrees with Cenkos for itself and as agent for the Company that, except in relation to the information contained in this announcement, it has relied on its own investigation of the business, financial and other position of the Company in deciding to participate in the Placing. Nothing in this announcement shall be effective to limit or exclude the liability of any person for fraud or which cannot, by law or regulation, be so limited or excluded.

Registration and settlement

Settlement of transactions in the Placing Shares (which will be delivered in the form of depositary interests representing the Placing Shares) (ISIN: AU000000SO44) following Admission will take place within the CREST system, subject to certain exceptions. Cenkos reserves the right to require settlement for and delivery of the Placing Shares to Placees by such other means that it deems necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Placing Price, the aggregate amount owed by such Placee to Cenkos and settlement instructions.

Placees procured by Cenkos should settle against CREST ID: Pershing 601. It is expected that such trade confirmation will be despatched on 27 April 2017 and that this will also be the trade date. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with Cenkos.

It is expected that settlement will be on 4 May 2017 on a delivery versus payment basis ("DVP") in accordance with the instructions set out in the trade confirmation unless otherwise notified by Cenkos.

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 the base rate of Barclays Bank Plc from time to time.

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

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

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither Cenkos nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations and Warranties

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1. represents and warrants that it has read and understood this announcement in its entirety (including this Appendix) and acknowledges that its participation in the Placing will be governed by the terms of this announcement (including this Appendix);

2. acknowledges 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 Bookbuilding Process, the Placing or the Placing Shares;

3. agrees to indemnify on an after-tax basis and hold harmless each of the Company, Cenkos, their respective Affiliates and any person acting on their behalf 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 announcement and further agrees that the provisions of this announcement shall survive after completion of the Placing;

4. acknowledges that the Placing Shares will be admitted to trading on AIM (and the ASX), and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months (collectively, the "Exchange Information"), and that it is able to obtain or access such information without undue difficulty and has read and understood the Exchange Information;

5. acknowledges that neither Cenkos nor any of its Affiliates nor any person acting on their behalf has provided, and will not provide it with any material or information regarding the Placing Shares or the Company; nor has it requested Cenkos nor any of its Affiliates nor or any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this announcement is exclusively the responsibility of the Company and that neither Cenkos nor any of its Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this announcement or any information previously published by or on behalf of the Company and neither Cenkos nor any of its Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this announcement and the Company's public record, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares, and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on (i) any investigation that Cenkos, any of its Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto, or (ii) any investor presentation which it may have received;

7. acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

8. if it is a pension fund or investment company, represents and warrants that its acquisition of Placing Shares is in full compliance with applicable laws and regulations;

9. represents and warrants that it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation ("MAR"), including any confidential price sensitive information concerning the Company, in accepting this invitation to participate in the Placing;

10. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by Cenkos, its Affiliates or any person acting on its or any of its Affiliates' behalf and understands that (i) neither Cenkos nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither Cenkos nor any of its Affiliates nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this announcement or otherwise; and that (iii) neither Cenkos nor any of its Affiliates nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this announcement or otherwise;

11. represents and warrants that (i) it (and any person acting on its behalf) is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder (including, without limitation, in the case of any person on whose behalf it is acting, all guarantees, consents and authorities to agree to the terms set out or referred to in this announcement) and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto; (iii) it has all necessary capacity and authority to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, Cenkos, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

12. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act or in transaction exempt from or not subject to the registration requirements of the Securities Act;

13. represents and warrants that its acquisition of the Placing Shares has been or will be made either: (a) in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act or (b) in a transaction that is exempt from or not subject to the registration requirements of the Securities Act, in which case it has or will execute a U.S. investor representation addressed to the Company and Cenkos substantially in the form agreed between the Company and Cenkos;

14. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act; understands that upon the initial issuance of, and until such time as the same is no longer required under the Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefor or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

15. represents and warrants that, if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the Prospectus Directive other than "qualified investors" as defined in Article 2.1(e) of the Prospectus Directive, or in circumstances in which the prior consent of Cenkos has been given to the offer or resale;

16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area except in circumstances falling within Article 3(2) of the Prospectus Directive which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Directive;

17. represents and warrants 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 it is permitted to do so pursuant to section 21 of FSMA and it acknowledges and agrees that this announcement has not been approved by Cenkos in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

18. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

19. represents and warrants that it has complied with its obligations under MAR and in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, FSMA, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000, the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering Regulations 2007 (the "Regulations") and the Money Laundering Sourcebook of the FCA and, if it is 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;

20. if in the United Kingdom, represents and warrants that it is (a) a person falling within Article 19(5) of the FPO or (b) a person falling within Article 49(2)(a) to (d) of the FPO and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business only;

21. if in the United Kingdom, represents and warrants that it is a qualified investor as defined in section 86(7) of FSMA, being a person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus Directive, acting as principal or in circumstances to which section 86(2) of FSMA applies;

22. undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as Cenkos may, in its absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

23. acknowledges that neither Cenkos nor any of its Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of Cenkos, and acknowledges that neither Cenkos nor any of its Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of Cenkos' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

24. represents and warrants that it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges, agrees and undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither Cenkos nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares and it agrees to indemnify on an after tax basis and hold harmless the Company, Cenkos and their respective Affiliates in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of the Cenkos which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

25. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, 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 courts of England and Wales as regards any claim, dispute or matter arising out of any such contract (including non-contractual claims, disputes and matters);

26. acknowledges that it irrevocably appoints any director of Cenkos as its agent for the purposes of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

27. represents and warrants that it is not a resident of any Prohibited Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared in respect of the Placing Shares under the securities legislation of any Prohibited Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Prohibited Jurisdiction;

28. represents and warrants that any person who confirms to Cenkos on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises Cenkos to notify the Placee's name to the Company's registrar, has authority to do so on behalf of the Placee;

29. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. The Placing Shares may not be acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor Cenkos will be responsible. Whilst it is not expected there will be any stamp duty or SDRT in respect of the Placing of the Placing Shares, should any stamp duty or SDRT be payable, it will be entirely for the account of the Placee(s) concerned and neither the Company nor Cenkos will have any liability in respect thereof. Placees should take their own advice on such matters;

30. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this announcement (including this Appendix);

31. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with Cenkos, any money held in an account with Cenkos on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. 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 Cenkos' money in accordance with the client money rules and will be used by Cenkos in the course of its business; and the Placee will rank only as a general creditor of Cenkos (as the case may be);

32. acknowledges and understands that the Company, Cenkos and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

33. acknowledges that the basis of allocation will be determined by Cenkos at its absolute discretion, in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

34. that it irrevocably authorises the Company and Cenkos to produce this announcement pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein; and

35. that its 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 of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cenkos' conduct of the Placing.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and Cenkos (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, Cenkos, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by it of the work to be done by it pursuant hereto or the performance of its obligations hereunder or otherwise in connection with the Placing, except in the event of such person's fraud.

No UK stamp duty or stamp duty reserve tax is expected to be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor Cenkos 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 stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cenkos in the event that either the Company or Cenkos has incurred any such liability to stamp duty or stamp duty reserve tax.

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

All times and dates in this announcement may be subject to amendment. Cenkos shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This announcement has been issued by the Company and is the sole responsibility of the Company.

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

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cenkos 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.

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

Each Placee may be asked to disclose in writing or orally to Cenkos:

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.

DEFINITIONS