Proposed Placing, Subscription and Retail Offer

Aptamer Group plc (AIM: APTA), the leading developer of next-generation synthetic binders delivering innovation to the life science industry, announces its intention to conduct an equity Fundraise to raise gross proceeds of an expected minimum of £3.75 million.

The Fundraise will be undertaken through (i) a placing (the "Placing") and direct subscription (the "Subscription") to raise an aggregate expected minimum of £3.75 million through the issue of new ordinary shares of 0.1 pence each in the capital of the Company ("Ordinary Shares") to new and existing institutional investors at an issue price of 0.6 pence per new Ordinary Share (the "Issue Price") and (ii) a retail offer to existing shareholders for up to £0.5 million at the Issue Price (the "Retail Offer") (together, the "Fundraise").

The Placing and Subscription are not available to the public and will be conducted by way of an Accelerated Bookbuild ("Accelerated Bookbuild") which will open immediately following release of this Announcement in accordance with the terms and conditions set out in Appendix I. The Accelerated Bookbuild is expected to close at 4.30pm today, although may be closed earlier or later or may be terminated at any time prior to close at the discretion of the Bookrunner and the Company. Subject to demand, the Bookrunner and Company may increase the size of the Fundraise.

The Company will also issue Warrants over new Ordinary Shares on the basis of one Warrant for every three Ordinary Shares issued pursuant to the Fundraise. Each Warrant will entitle the holder to subscribe for one new Ordinary Share at any time in the two years from the date of grant. The Warrants are conditional on the Resolutions being passed at the General Meeting.

A further announcement confirming the closing of the Accelerated Bookbuild, and the number of Placing Shares, Subscription Shares and Warrants to be issued pursuant to the Placing and Subscription, is expected to be made in due course.

Fundraise summary:

• Placing, Subscription and Retail Offer (together, the "Fundraise") to raise expected minimum gross proceeds of £3.75 million through the proposed issue of new Ordinary Shares at 0.6 pence each.
• The net proceeds of the Fundraise are expected to be applied approximately as follows: (i) c.£0.75 million to working capital, extending the Group's cash runway through to 2028; (ii) c.£1.1 million to in vivo development of the Group's liver fibrosis delivery vehicle and targeted radiopharmaceutical pipeline; (iii) c.£1.1 million to building and deploying an AI‑enabled Optimer® discovery engine focused on undeliverable and undruggable targets, including RNA‑binding proteins and transcription factors and (iv) c.£0.4 million to enhance the Group's manufacturing capabilities.
• Turner Pope Investments (TPI) Ltd ("Turner Pope") is acting as sole bookrunner and sole broker in respect of the Placing.
• The final number and allocation of the Placing Shares will be determined by Turner Pope in consultation with the Company and the result of the Placing and the Subscription will be announced as soon as practicable after the closing of the Accelerated Bookbuild.
• Participants in the Fundraise will also receive one warrant to subscribe for new Ordinary Shares for every three new Ordinary Shares subscribed for in the Placing, Subscription or Retail Offer with an exercise price of 0.9 pence per share (being a 50% premium to the Issue Price) ("Warrants").

Due to limits on the existing share authorities available to issue new Ordinary Shares, the Fundraise will be conducted in two tranches.

• a firm placing of Placing Shares (the "Firm Placing Shares") at the Issue Price, to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis (the "Firm Placing"); and
• a conditional placing of Placing Shares (the "Conditional Placing Shares") at the Issue Price, to be issued conditional on the passing of the Resolutions at the General Meeting (as described further below) (the "Conditional Placing"). In addition, the issue of new Ordinary Shares under the Subscription and the Retail Offer, and the issue of the Broker Warrants and the Warrants, will be subject to the passing of the Resolutions at the General Meeting. Accordingly, subject to the passing of such Resolutions, the Subscription and the Retail Offer will complete at the same time as the Conditional Placing.

If for any reason the Resolutions are not passed at the General Meeting the Warrants will not be issued and subscribers in the Firm Placing will receive Firm Placing Shares only.

The Company has authority to issue a maximum of 674,244,594 new Ordinary Shares without pre-emption under the existing authorities.

Allocations in the Conditional Placing, Subscription and Retail Offer will settle in the 2026/27 tax year for UK tax payers.

Retail Offer

In addition to the Placing and the Subscription, the Company announces that there will be a separate conditional Retail Offer to existing shareholders via the BookBuild Platform to raise up to £0.5 million (before expenses) at the Issue Price. This is to provide existing UK retail shareholders in the Company an opportunity to participate in the Fundraise.

Those investors who subscribe for new Ordinary Shares pursuant to the Retail Offer (the "Retail Offer Shares") will do so pursuant to the terms and conditions of the Retail Offer contained in a separate announcement to be released by the Company following the close of the Accelerated Bookbuild. The Retail Offer Shares will form part of the second tranche of the Fundraise, and therefore their issue will be conditional inter alia upon the passing of the Resolutions at the General Meeting (as described further below) and will complete at the same time as the Conditional Placing and the Subscription.

The Retail Offer will be conditional on completion of the Placing and Subscription. Neither the Placing nor the Subscription is conditional upon any level of acceptance under the Retail Offer.

A separate announcement will be made by the Company regarding the Retail Offer and its terms following the close of the Accelerated Bookbuild.

EIS and VCT

The Company has received a written opinion from Philip Hare & Associates, dated 10 March 2026, that in respect of the Firm Placing, up to £2.591m would qualify for EIS and/or VCT investment. Following the proposed changes to the EIS and VCT legislation announced in the Government's Autumn Statement passing into law, the Company has received a further opinion that the Conditional Placing, Subscription Shares and Retail Offer Shares would also qualify for EIS and/or VCT investment. Notwithstanding the Company receiving these opinions, any investor seeking to register their holdings under either scheme is advised to seek their own advice before doing so. Tax reliefs depend on individual circumstances and the Company maintaining its opined qualifying status. Tax rules are subject to change, and if the Company loses its opined qualifying status, tax relief may be withdrawn or need to be repaid.

Details of the Fundraise and the background to and rationale for it are set out further below.

The terms and conditions of the Accelerated Bookbuild are set out in Appendix I at the end of this Announcement.

Aptamer is a leading developer of next-generation synthetic binders using its proprietary Optimer® platform designed to deliver high-affinity, high-specificity binding solutions for applications across the life sciences and other industries. The Company is a globally recognised leader in aptamer technology through its platform approach. Optimer® technology is a truncated, fully modified, and stabilised version of aptamer technology, which Aptamer believes has the potential to capture a significant share of the approximately US$210 billion affinity ligand market. The Company's business model is structured to generate dual revenue streams: recurring fee-for-service income from the development of Optimer® binders and high-value licensing revenue through upfront payments, milestones and royalties.

Aptamer has continued to build on its fee-for-service platform over the last three years, and the Company now serves 85% of the global top 20 pharma companies. In December 2025, the Company signed its first two licensing deals, with Twist Bioscience and Alphazyme, resulting from successful fee-for-service work and subsequent development of commercialisation-ready assets. These licences are expected to generate recurring royalty and manufacturing supply revenues for the Company in the immediate term. As part of the strategy, Aptamer is focused on developing commercial-ready assets from successful fee-for-service projects and has managed a 3.5x expansion of the Company's asset portfolio over the last 18 months, spanning reagents, diagnostics, cosmetics, and therapeutics. The Company intends to continue advancing these assets towards additional licensing agreements to increase the generation of passive revenue.

In parallel, the Company is developing an internal therapeutic pipeline targeting the oligonucleotide therapeutics space, particularly focused on undeliverable and undruggable opportunities, representing target classes that are challenging for conventional drug modalities. With 30 approved oligonucleotide therapies and hundreds of clinical development programmes, oligonucleotide drugs represent a rapidly growing modality.

A significant area of focus has been the development of a modified RNA-based Optimer® delivery vehicle for siRNA targeting liver fibrosis. This is a programme the Company has advanced internally over several years to build platform capability and proof of concept for use of the technology as a drug delivery solution. Having now reached the stage of a validated lead asset, the Company requires in vivo animal proof-of-concept data to advance the programme further, providing the necessary proof of concept data required for evaluation by top pharma partners for asset development programmes. Furthermoe, the Company has amassed 15 years of data on oligonucleotide-based binders that recognise various classes of challenging target types. This data provides a proprietary dataset uniquely positioned to train an advanced AI model capable of improving it rates and creating new licensable assets. Focus in this area could rapidly position the company as a leading player in the undruggable/undeliverable space. As set out previously, the existing cash resources provide a runway into the second quarter of 2027. The Fundraise is therefore being undertaken to deliver the abovementioned development programs.

Opportunity

Oligonucleotide therapeutics are emerging as a key modality for next‑generation drug discovery, unlocking vast new target space and bypassing the constraints of traditional protein‑centric approaches. They are transforming treatments across rare disease, metabolic, and cardiovascular indications, with hundreds of clinical programmes underway, validating the breadth of potential application. Core mechanisms of action are now well understood, regulatory pathways are increasingly established, and market adoption is accelerating. This convergence of scientific maturity, commercial momentum, and partnering appetite collectively supports an environment for accelerating innovation and value creation.

Optimers are oligonucleotide-based molecules that incorporate established chemical modifications, including phosphorothioate and 2'-F, as standard. These modifications have been proven to improve stability, target affinity, safety, and pharmacokinetic/pharmacodynamic tunability for therapeutic use.

The next phase of value creation within oligonucleotide therapeutics and pharmaceutical pipelines will be driven by two interrelated challenges: solving delivery to extrahepatic tissues and drugging target classes that have historically resisted conventional modalities. Aptamer believes that companies that can integrate chemistry, biology, and targeted delivery into scalable platforms are positioned to capture upside from the growth in these therapeutic areas. As such, Aptamer is uniquely positioned to capitalise on this shift in the landscape.

Pharmaceutical companies around the world are paying millions of dollars to access these markets, acquiring and licensing technologies to address:

• Undeliverables: delivering therapeutics to previously inaccessible cells and tissues

Developments in this area are focused on two key areas of oligo and targeted radiopharmaceuticals with the aim of accurately targeting the delivery of functioning therapeutics to and into specific cells.

The total addressable market for oligo delivery systems is estimated at US$10.6 billion with a CAGR of 19.5%, and the total addressable market for targeted radiopharmaceuticals is estimated at USD5.6 billion with a CAGR of 10.3%.

• Undruggables: targeting high-value protein classes such as transcription factors and RNA-binding proteins, which are very difficult or historically impossible to target with conventional therapeutics.

Current drug modalities target just 15% of the human proteome, leaving the majority of disease-causing proteins out of reach. Aptamer believes that two major undrugged protein classes offer an ideal fit for Optimer technology and represent untapped potential:

• RNA-binding proteins (RBPs): c.7% of the proteome
• Transcription factors (TFs): over 1,600 proteins

Together, the unmet need to address undeliverables and undruggables represent very significant opportunities that the pharmaceutical industry is increasingly focussing on and investing heavily in, and for which the Company believes its Optimer® technology can offer solutions.

Strategy

Aptamer believes it has developed a clear pathway to realising value:

• Focus on areas of natural market fit for the technology in the undeliverable and undruggable target space - taking advantage of the advanced state of development of the platform. Target areas (RBPs & TFs) that command premium deals, US$500 million-US $1 billion+ packages with upfronts, milestones, and royalties in areas of unmet need and where existing capital is being deployed.
• Integrate an AI model using our existing fee-for-service ("FFS") data library and generate a undruggable/undeliverable data pack to more efficiently unlock the new target space. This will leverage the £10 million IPO-funded automation laboratory to deliver an AI powerhouse, providing:
• World-leading expertise in one of the fastest growing modality areas and current blind spot
• Extra AI powered services that will feed additional FFS revenue and IP generation
• Generate animal data proof-points to facilitate further BD discussions. Validated in vivo data will provide:
• Critical proof point for large pharma to unlock asset licensing and or multi target deals
• Key value inflection points maximising near-term asset net present value of the asset portfolio
• The ability to present in vivo animal studies across two lead therapeutic assets, within the next 18 months.
• Position the Company as the go-to platform within the undruggable and undeliverable niche. Therapeutic platforms command significantly higher revenue multiples than service businesses.

We believe that delivering this strategy will provide a clear pathway to value realisation and that pharmaceutical partnerships, developing an AI data moat and in vivo data create a credible path to NASDAQ or M&A.

Aptamer is expanding its pipeline in high-demand pharmaceutical markets. The chart below shows some examples of the areas in which Aptamer is already working, the stage of development and potential market size:

The chart above illustrates our plan to develop multiple assets with animal data proof points to create multiple chances of significant returns and pharma engagement. In the short term, Aptamer is targeting the completion of in vivo studies across two lead therapeutic assets within 18 months: such preclinical validation can drive a multiple asset valuation uplift.

The Directors believe that one of the great benefits of the Optimer® platform is the ability to generate multiple assets in parallel at a fraction of the cost and speed of developing standard drug development candidates.

Strategic roadmap for value realisation

Next 12 months: Integration and discovery

• Integration of wet lab data to generative AI
• AI training on FFS data
• Expanded manufacturing capacity operational

12-18 months: preclinical validation and scaling

• In vivo proof of concept ("PoC") data across 2 therapeutic programmes
• Launch AI-enhanced FFS
• HTP structural data to feed AI models

18-36 months: Commercialisation and early-stage clinical entry

• Out-licensing 2 validated therapeutic assets underway
• AI model launched for global licensing (assets generated from AI)
• USE OF PROCEEDS

Together with existing working capital, the expect minimum proceeds from the fundraise of £3.75 million before expenses will be deployed across the Company's research and development programmes. The Company has identified RNA-binding proteins and transcription factors as two high-value target classes representing a significant unmet medical need, and where the Directors believe the Optimer® platform is uniquely positioned to deliver solutions that are beyond the reach of conventional drug modalities. The Company intends to deploy resources against these target classes as the foundation of its next phase of growth.

The Company will allocate £1.1 million to building a focused AI model targeted specifically at undruggable and undeliverable target classes. A key differentiator for the Company is the breadth and depth of its proprietary training data, comprising over 15 years of discovery data across more than 400 targets, accumulated through hundreds of commercial and internal discovery programmes. The Directors believe this dataset is materially superior to the publicly available and largely generic data on which competitor models are being trained, and that this advantage will translate directly into greater model accuracy, more reliable lead identification and a higher rate of successful discovery outcomes. This allocation will fund the personnel, server infrastructure and academic partnerships required to build and validate the model. The data generated from active therapeutic programmes will continuously inform and refine the model, whilst the model in turn will accelerate lead identification and optimisation across the pipeline. This investment is expected to deliver value through increased speed of discovery, an enhanced fee-for-service offering and, ultimately, the out-licensing of the AI model itself to large pharmaceutical partners.

Animal PoC data is both a scientific and commercial prerequisite for entering high-value licensing discussions with major pharmaceutical companies. The Company will allocate £1.1 million to initiating in vivo studies across its therapeutic pipeline over the next 12 to 18 months. Successful preclinical validation will serve as a proof point for the Optimer® platform's ability to deliver where conventional drug modalities cannot and will unlock the next stage of the Company's commercial strategy, providing specific licensable assets from the preclinical programmes as well as derisking the platform for further development.

The Company will allocate £0.4 million to expand its in-house manufacturing capacity to support the scale-up of its currently licensed assets with Twist Bioscience and Alphazyme and to service future licensing agreements as additional portfolio assets progress to commercialisation.

The balance will be applied to working capital.

Subject to demand, the size of the Fundraise may be increased, which would allow the Company to increase spending in the areas described above.

If any of the Resolutions to be proposed at the General Meeting are not approved, only the Firm Placing will proceed and the Company will not receive the proceeds of the Conditional Placing, the Subscription and the Retail Offer, the Warrants will not be issued and subscribers in the Firm Placing will only receive Firm Placing Shares. In such circumstances, the net proceeds of the Fundraise would be limited to the expected minimum proceeds of £3.75 million before expenses and the Company expects that this would reduce the number of assets in its therapeutic pipeline that animal data could be generated for and would slightly reduce the volume of undeliverable and undruggable data that could be generated for the AI model.

WORKING CAPITAL

The Company had a cash balance at 31 December 2025 of approximately £1.5 million and has a cash runway that extends through to Q2 2027 on the current trajectory. The Company intends to allocate £0.75 million from the Fundraise to working capital, extending the current cash runway through to 2028 and completion of its strategic roadmap, on the basis of the minimum expected proceeds of £3.75 million before expenses.

The statement on cash runway assumes growth in fee-for-service revenues at 10% per annum, licensing revenues based only existing contracts and initial customer forecasts and order, and costs increasing at 3% per annum. The Company has also considered the sensitivity of the cash runway to actual performance: on the upside, successful delivery of several other projects progressing towards licensing presents the opportunity to outperform against these projections; and on the downside, a 20% reduction in revenue forecast would reduce the cash runway to August 2027.

SHARE OPTIONS AWARDS

The Company intends to put in place new share option schemes and award share options to retain and incentivise the Directors and employees. All Directors and employees who elect to participate in the 2026 share option scheme will surrender their existing options. The number of share options granted will be up to 25 per cent. of the issued share capital as enlarged by the Fundraise. These options will comprise three tranches. For illustrative purposes, based on the minimum expected proceeds, the proposed options awards would be as follows:

• Tranche 1 - options to subscribe for 253,299,865 new ordinary Shares, immediately vesting with an exercise price of 0.1p.
• Tranche 2 - options to subscribe for 201,748,255 new ordinary Shares, vesting in three equal tranches on the first, second and third anniversaries of the award, with an exercise price equal to Issue Price. The share must have been above the pre-Placing price (being the closing price on 24 March 2026 of 0.65p per share) for at least 30 days prior to exercise.
• Tranche 3 - options to subscribe for 390,394,391 new ordinary Shares, exercisable at a 15% premium to the Issue Price and vesting in eight equal tranches on achieving share price growth expressed as multiples of the Issue Price of 1.50x, 1.75x, 2.00x, 2.25x, 2.50x, 2.75x, 3.00x and 3.25x.

In the event that Fundraise raises more or less than the expected minimum proceeds, the percentage of the issued share capital under option would remain the same, the actual number of options would change.

All in the money share options would vest in the event that the Company is acquired (or in the event of a transaction with a similar effect).

Rationale for Share Options Awards

Tranche 1 - bonus award

These options are intended to reflect the Directors' achievements for the period 2023 - 2025, during which Directors have had no bonuses and have accepted below market salaries. The proposed structure avoids using the Company's working capital for cash bonuses and is more tax efficient than an award of shares. The award gives aggregate value at the Issue Price equivalent to c.£400,000 per annum, which compares with aggregate director salaries of c.£660,000 per annum.

Tranche 2 and 3 - incentive awards

The Company, under the current scientific and management team, has made significant progress over the past three years. The Company continues to believe that it can achieve multiple material contracts and licensing deals (i.e., £10-50 million). However, as the Company has been working with its target audience, being the top 20 pharma companies worldwide, it has become apparent that these customers would prefer that Aptamer shoulders a greater proportion of the early stage development risk and cost. This factor has come at a significant cost to working capital (and dilution to the founders' shareholdings) and time, both of which have served to undermine the value of the existing option scheme. As a result, the existing scheme has become a disincentive to the Directors and employees.

The existing options represented 25% of the issued share capital when first issued, and the revised scheme would also represent 25% of the enlarged issued share capital immediately following the Fundraise.

The revised scheme:

• retains stretching hurdles - the top tranche is equivalent to c.£65 million market cap, but as the vesting criteria start from a lower base, the scheme is intended to retain and incentivise all staff;
• aligns management incentives with the current market and shareholders' interests;
• reflects the changed model, taking on more development risk to achieve greater growth; and
• retains founder led value creation.

The Non-executive Chairman and Non-executive Director are also receiving awards. Against a very challenging background for this company, offering equity participation has been and continues to be the only way to retain an experienced senior non-executive team to support and challenge the executive. Ordinary cash compensation would not be sufficient to retain these individuals and to ensure they remain actively engaged at a strategic and governance level. Dr Adam Hargreaves is a highly experienced pathologist and consultant providing services in preclinical and clinical drug discovery and development, as such he makes regular significant contributions at a strategic and commercial level. Tim Sykes is a highly experienced CFO in the sector and also provides regular significant contributions at a strategic and commercial level, and in support of the CFO. Both of the independent non-executives are independently wealthy and the options are not considered to be so material as to be impair their independence.

The terms for all recipients include normal market good leaver and bad leaver terms, which provide suitable commercial protection for the Company and shareholders.

The Company intends to finalise the grant of these options at the earliest opportunity subject to the Resolutions being passed at the General Meeting and following completion of the Fundraise.

The grant of options to directors of the Company will constitute a related party transaction pursuant to AIM Rule 13. As there are no independent directors for the purposes of AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory Partners Limited ("SPARK"), considers that the terms of the grant of options are fair and reasonable insofar as the Company's shareholders are concerned.

DETAILS OF THE FUNDRAISE

Together the Placing and the Subscription are expected to raise a minimum of £3.75 million before expenses for the Company. At the minimum level, the Placing Shares and the Subscription Shares would, in aggregate, represent approximately 18.8% of the Company's enlarged issued ordinary share capital, assuming no Retail Offer Shares are issued. If the Fundraise exceeds the minimum, the Fundraising shares would represent a higher proportion of the enlarged issued share capital.

The Issue Price represents a discount of approximately 7.7% to the closing price of 0.65 pence per Ordinary Share on 24 March 2026, being the latest practicable closing price prior to this Announcement.

Pursuant to a placing agreement dated 25 March 2026 between Turner Pope, SPARK and the Company (the "Placing Agreement"), Turner Pope has conditionally agreed, as agent on behalf of the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares. Turner Pope is not acting in relation to the Subscription.

The Placing is subject to the terms and conditions set out in Appendix I to this Announcement. Turner Pope will commence the Accelerated Bookbuild in respect of the Placing immediately following the release of this Announcement. The exact number of Placing Shares will be determined at the close of the Accelerated Bookbuild and will be announced as soon as practicable thereafter.

The timing of the closing of the Accelerated Bookbuild, the number of new Ordinary Shares to be issued pursuant to the Placing and allocations among subscribers are at the absolute discretion of Turner Pope, in consultation with the Company. A further announcement confirming the final details of the Placing and the Subscription will be made following the closing of the Accelerated Bookbuild. Turner Pope reserves the right to close the Accelerated Bookbuild without further notice. The Placing is being undertaken on a reasonable endeavours basis and is not being underwritten. Furthermore, the proposed issue of the new Ordinary Shares pursuant to the Placing and the Subscription will take place on a non-pre-emptive basis. The Conditional Placing, the Subscription and the Retail Offer are therefore conditional inter alia on the approval of the Resolutions by Shareholders at the General Meeting (as described further below).

VCT/EIS status

The Company has received a written opinion from Philip Hare & Associates, dated 10 March 2026, that in respect of the Firm Placing, up to £2.591m would qualify for EIS and/or VCT investment. Following the proposed changes to the EIS and VCT legislation announced in the Government's Autumn Statement passing into law, the Company has received a further opinion that the Conditional Placing, Subscription Shares and Retail Offer Shares would also qualify for EIS and/or VCT investment. Notwithstanding the Company receiving these opinions, any investor seeking to register their holdings under either scheme is advised to seek their own advice before doing so. Tax reliefs depend on individual circumstances and the Company maintaining its opined qualifying status. Tax rules are subject to change, and if the Company loses its opined qualifying status, tax relief may be withdrawn or need to be repaid.

Neither the Directors nor the Company give any warranty or undertaking that: (i) VCT qualifying status is or will be available; (ii) New Ordinary Shares will be "eligible shares" for the purposes of Part 5 of the Income Tax Act 2007; or (iii) that the Company will conduct its activities in a way that qualifies for or preserves its status or the status of any investment in New Ordinary Shares.

If the law regarding the reliefs available to investors in VCTs and/or EIS changes, any qualifying status previously obtained (if any) may be lost or withdrawn.

Details of the Directors participating in the Fundraise

All of the Directors intend to participate in the Placing on the same terms as other investors, as follows:

Note 1: assuming only the minimum expected proceeds of £3.75 million.

The participation of the Directors will constitute a related party transaction pursuant to AIM Rule 13. As there are no independent directors for the purposes of AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory Partners Limited ("SPARK"), considers that the terms of the grant of options are fair and reasonable insofar as the Company's shareholders are concerned.

WARRANTS

Participants in the Fundraise will receive one Warrant to subscribe for new Ordinary Shares for every three new Ordinary Shares subscribed for in the Placing, Subscription or Retail Offer with an exercise price of 0.9 pence per share (being a 50% premium to the Issue Price) at any time in the two years following the date of grant.

Warrants will be issued following the General Meeting and settlement of all shares to be issued in connection with the Fundraise. Warrants will only be issued in certificated form and will not be transferable. No fractions of Warrants will be issued. The Warrants will not be listed on AIM or any other exchange.

Under the Placing Agreement, Broker Warrants equal to 6% of the number of Ordinary Shares issued in connection with Fundraise will be issued to Turner Pope and/or associated parties as part consideration for its services as placing agent. The Broker Warrants are exercisable at a 25% premium to the Issue Price for five years following Admission.

Broker Warrants will be issued following the General Meeting and settlement of all shares to be issued in connection with the Fundraise. Broker Warrants will only be issued in certificated form and will be transferable. No fractions of Broker Warrants will be issued. The Broker Warrants will not be listed on AIM or any other exchange.

It should be noted that if the Resolutions are not passed at the General Meeting the Warrants and the Broker Warrants will not be issued.

ADMISSION, SETTLEMENT AND DEALINGS

New Ordinary Shares will be allotted and issued pursuant to the Firm Placing and application will be made for the Firm Placing Shares to be admitted to trading on AIM ("First Admission"). First Admission is expected to occur at 8.00 a.m. on or around 31 March 2026 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on the Long Stop Date).

It is expected that CREST accounts of the investors in the Firm Placing Shares who hold their Ordinary Shares in CREST will be credited with their New Ordinary Shares on or around 31 March 2026.

In the case of investors in the Firm Placing Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched within 10 Business Days of First Admission. Pending dispatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.

It is expected that Second Admission will occur and dealings on AIM will commence in the Conditional Placing Shares, Subscription Shares and Retail Offer Shares subject, inter alia, to the passing of the Resolutions at the General Meeting at 8.00 a.m. on or around 16 April 2026 (or such later time and/or date as Turner Pope and SPARK may agree with the Company, being not later than 8.00 a.m. on the Long Stop Date).

It is expected that CREST accounts of the investors in the Conditional Placing Shares, Subscription Shares and Retail Shares who hold their Ordinary Shares in CREST will be credited with their New Ordinary Shares on or around 16 April 2026.

In the case of investors in the Conditional Placing Shares, Subscription Shares and Retail Offer Shares holding their Ordinary Shares in certificated form, it is expected that certificates will be dispatched within 10 Business Days of Second Admission. Pending dispatch of the share certificates or the crediting of CREST accounts, the registrar will certify any instruments of transfer against the register.

Subject to the passing of the Resolutions, the Warrants will be issued on Second Admission. It should be noted that if the Resolutions are not passed at the General Meeting the Warrants will not be issued and subscribers in the Firm Placing will only receive Firm Placing Shares.

GENERAL MEETING

The Directors do not currently have sufficient authority to allot in full the Conditional Placing Shares and Subscription Shares and Retail Offer Shares pursuant to the Conditional Placing, Subscription, Retail Offer, nor to issue the Warrants or the Broker Warrants. Accordingly, the Board is seeking the approval of Shareholders of the following at the General Meeting: (i) to allot the Conditional Placing Shares pursuant to the Conditional Placing, the Subscription Shares pursuant to the Subscription, the Retail Offer Shares pursuant to the Retail Offer, (ii) to issue the Warrants and the Broker Warrants, and (iii) to allot shares and to disapply pre-emption rights to supplement the existing authorities.

At the General Meeting, the following resolutions all of which are interconditional will be proposed:

• Resolution 1: which is an ordinary resolution to authorise the Directors to: (a) allot equity securities (as defined in section 560 of the Act) pursuant to the Conditional Placing, Subscription and the Retail Offer and (b) issue the Warrants and Broker Warrants;
• Resolution 2: which is an ordinary resolution to authorise the Directors to allot equity securities (as defined in section 560 of the Act) up to a maximum aggregate of approximately 33.33 per cent of the Enlarged Share Capital and in relation to a rights issue only of approximately 66.67 per cent of the Enlarged Share Capital to: (a) supplement the authorities granted at the Company's annual general meeting, and (b) to authorise the Directors to award shares pursuant to terms of any Director's (including a non-executive director) or employees' share option scheme, plan or share option agreement as detailed in paragraph 4 of this Announcement as approved by the directors of the Company from time to time provided that the authority in (a) will expire on conclusion of the annual general meeting of the Company to be held in 2026 or, if earlier, at the close of business on 31 December 2026 and in relation to the authority in (b) will expire at the close of business on the date which is five years after the passing of the resolution;
• Resolution 3: which is a special resolution to authorise the Directors to: (a) issue and allot equity securities (as defined in section 560 of the Act) on a non-pre-emptive basis pursuant to the Conditional Placing, Subscription and Retail Offer and (b) issue the Warrants and Broker Warrants;
• Resolution 4: which is a special resolution to: (a) allot equity securities on a non pre-emptive basis of approximately 10 per cent of the Enlarged Share Capital pursuant to Resolution 2, and
• (b) to grant rights to subscribe for shares or to convert any security into shares on a non pre-emptive basis pursuant to the terms of any director(s') (including a non-executive director) or employees' share option scheme, plan or share option agreement (as detailed in paragraph 4 of this Announcement) as approved by the directors of the Company, pursuant to Resolution 2 and provided that the authority in (a) shall to expire on conclusion of the annual general meeting of the Company to be held in 2026 or, if earlier, at the close of business on 31 December 2026, and in relation to the authority in (b) will expire at the close of business on the date which is five years after the passing of the resolution.

Resolutions 1 and 2 will be proposed as ordinary resolutions. For an ordinary resolution to be passed, more than half of the votes cast must be in favour of the resolution.

Resolutions 3 and 4 will be proposed as special resolutions. For a special resolution to be passed, at least three quarters of the votes cast must be in favour of the resolution.

In accordance with section 571(6) of the Act, the Board refers to its recommendation to Shareholders set out in paragraph 10 of this Part I to cast their votes in favour of the Resolutions, to the quantum of the Fundraise (which the Board considers to be a prudent balance between the Company's current and planned financial requirements and not wishing unduly to dilute the interests of Shareholders) and the proposed application of the net proceeds of the Fundraise as further described in paragraph 3 of Part I of this document.

Shareholders are reminded that the Conditional Placing, Subscription, Retail Offer and issue of Warrants and Broker Warrants are conditional, amongst other things, on the passing of the Resolutions to be proposed at the General Meeting.

The Resolutions are interconditional and all must be passed by Shareholders at the General Meeting in order for the Conditional Placing, Subscription and Retail Offer to proceed.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All dates 2026

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

INFORMATION TO DISTRIBUTORS

UK product governance

EEA product governance

APPENDIX 1

Conditions of the Placing

First Admission

The Bookrunner's obligations under the Placing Agreement in respect of the Firm Placing Shares to be issued pursuant to the Firm Placing are condition on, inter alia:

• the Placing Results Agreement having been executed by the Company and the Bookrunner;
• the Company having allotted the Firm Placing Shares, subject only to First Admission;
• the Company having complied in all material respects with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to First Admission;
• none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect on each of the dates that they are given, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings provided by the Placing Agreement;
• the Bookrunner or SPARK not having terminated the Placing Agreement prior to First Admission; and
• First Admission having become effective at or before 8.00 a.m. on 31 March 2026 (or such later time or date as the Company, SPARK and the Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),

(together the "First Admission Closing Conditions").

Second Admission

The Bookrunner's obligations under the Placing Agreement in respect of the Conditional Placing Shares to be issued pursuant to the Conditional Placing are condition on, inter alia

• First Admission occurring;
• the Company having allotted the Conditional Placing Shares, subject only to Second Admission;
• the publication and issue of the Circular by the Company to its shareholders by not later than 5.00 p.m. on the second Business Day after the execution of the Placing Agreement;
• the Resolutions having been passed;
• the Company having complied in all material respects with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Second Admission;
• none of the warranties or undertakings contained in the Placing Agreement being or having become untrue, inaccurate or misleading in any material respect on each of the dates that they are given, and no fact or circumstance having arisen which would constitute a breach of any of the warranties or undertakings provided by the Placing Agreement;
• the Bookrunner or SPARK not having terminated the Placing Agreement prior to Second Admission; and
• Second Admission having become effective at or before 8.00 a.m. on 16 April 2026 (or such later time or date as the Company, SPARK and the Bookrunner may agree, not later than 8.00 a.m. on the Long Stop Date),

(together the "Second Admission Closing Conditions" and the First Admission Closing Conditions and the Second Admission Closing Conditions together being the "Closing Conditions" and each being a "Closing Condition").

The Bookrunner and SPARK may, at their absolute discretion (acting in good faith), waive or extend the time for fulfilment of all or any part of any of the Closing Conditions which are capable of waiver or extension by them provided that the latest time for fulfilment of any Closing Condition shall not be later than 8:00 a.m. on the Long Stop Date. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

If: (i) at First Admission or Second Admission (as the case may be), any of the Closing Conditions is not fulfilled or, where permitted, waived or extended by SPARK and the Bookrunner in accordance with the Placing Agreement, or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Placing will not proceed (save to the extent that any Tranche of the Placing has already completed) and the Placees rights and obligations hereunder in relation to any Tranche of the Placing Shares that has not been unconditionally issued at such time shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Neither SPARK nor the Bookrunner nor any of their respective affiliates nor the Company 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 SPARK and the Bookrunner.

Right to terminate under the Placing Agreement

SPARK and/or the Bookrunner, in their absolute discretion acting in good faith, may at any time (1) before First Admission in relation to First Admission and the issue of the Firm Placing Shares pursuant to the Firm Placing and (2) subsequent to First Admission and prior to Second Admission in relation to Second Admission and the issue of the Conditional Placing Shares, terminate the Placing Agreement in accordance with its terms in the event that certain circumstances, including, among other things:

• any statement in any document or announcement issued or published by or on behalf of the Company in connection with the Fundraise is or has, in Turner Pope and SPARK's reasonable opinion, become untrue, inaccurate or misleading in any material respect, or any matter has arisen which would, if such document or announcement had been issued at that time, constitute an inaccuracy or omission from such document or announcement;
• the Company has failed in any material respect to comply with its obligations under the Placing Agreement, the Companies Act 2006, the City Code on Takeovers and Mergers (to the extent applicable), FSMA or the AIM Rules;
• any of the warranties contained in the Placing Agreement was not materially true or accurate, or was misleading in any material and adverse respect when given or deemed given or at any time if they were to be repeated (by reference to the facts and circumstances in each case then existing) would no longer be true and accurate, or would be misleading, in each case in a respect which is material and adverse in the context of the Fundraise;
• there has been a breach of any provision of any Subscription Letter or a waiver of any of the conditions thereto save for any breach which, in the opinion of SPARK and the Bookrunner (acting in good faith), is not material;
• there shall have been, occurred, happened or come into effect any event or omission affecting, or on the part of, the Company which materially and adversely affects the financial position and/or prospects of the Company and its subsidiaries taken as a whole, or which in the reasonable and proper opinion of the Bookrunner and SPARK is or will be or may be materially prejudicial to the Company or to the Fundraise;
• an event or other matter (including, without limitation, any change or development in economic, financial, political, diplomatic or other currency, stock market or other market conditions or any change in any law or government regulation) has occurred or is likely to occur which, in the reasonable opinion of the Bookrunner and SPARK, is (or will be if it occurs) likely materially and prejudicially to affect the financial position or the business or prospects of the Company or otherwise makes it impractical or inadvisable for the Fundraise to proceed; for these purposes "market conditions" includes conditions affecting securities in the business sector in which the Company operates and conditions affecting securities generally;
• there has been an incident of terrorism, outbreak or escalation of hostilities, war, declaration of martial law or any other calamity or crisis which has a material impact on the Company and/or the United Kingdom; or
• there has occurred a suspension or cancellation by the London Stock Exchange of trading in the Company's securities.

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. If the Placing Agreement is terminated by SPARK or the Bookrunner in accordance with its terms in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time save to the extent that any Tranche of the Placing has already completed) and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and the Bookrunner that the exercise or non-exercise by the Bookrunner and/or SPARK of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Bookrunner and/or SPARK or for agreement between the Company, the Bookrunner and SPARK and that neither the Company, the Bookrunner nor SPARK need make any reference to, or consult with, Placees and that none of the Company, the Bookrunner, SPARK nor any of their respective affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

Placees agree that they will have no rights against the Bookrunner, SPARK, the Company or any of their respective Representatives under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any admission document, prospectus or other offering document to be published in the United Kingdom or in any other jurisdiction. No admission document, offering document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing, the Placing Shares or the Warrants. In the United Kingdom, this Announcement is being directed solely at and distributed and communicated solely to persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) does not apply.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than Publicly Available Information), representation, warranty or statement made by or on behalf of the Company, the Nominated Adviser or the Bookrunner or any other person and none of the Company, the Nominated Adviser, the Bookrunner nor any other person acting on such person's behalf nor any of their respective Representatives has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Neither the Company, the Nominated Adviser or SPARK 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. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraud or fraudulent misrepresentation by that person.

Application for admission to trading

It is expected that admission to trading on AIM of the Firm Placing Shares ("First Admission") will take place at 8.00 a.m. on 31 March 2026 (or such later time or date as the Company and the Bookrunner may agree, not being later than the Long Stop Date) and that dealings in the Firm Placing Shares on AIM will commence at the same time.

Subject to the passing of the Resolutions, it is expected that admission to trading on AIM of the Conditional Placing Shares ("Second Admission") will take place at 8.00 a.m. on 16 April 2026 (or such later time or date as the Company and the Bookrunner may agree, not being later than the Long Stop Date) and that dealings in the Conditional Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM will commence at the same time.

None of the Warrants will be admitted to trading on AIM or any other stock exchange.

Registration and settlement

Settlement of transactions in the Placing Shares following First Admission or Second Admission (as the case may be) will take place within the CREST system, subject to certain exceptions. Settlement within CREST is expected to occur on 31 March 2026 ("First Settlement Date") in respect of the Firm Placing Shares and on 16 April 2026 ("Second Settlement Date") in respect of the Conditional Placing Shares. Settlement will take place on a delivery versus payment basis. However, the Bookrunner and the Company reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem 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 the Placee's jurisdiction.

Each Placee to be allocated Placing Shares in each Tranche of the Placing will be sent a form of confirmation in accordance with the standing arrangements in place with the Bookrunner stating the number of Placing Shares allocated to it in each Tranche at the Issue Price, the aggregate amount owed by such Placee to the Bookrunner for each Tranche of Placing Shares and settlement instructions. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions in respect of the Placing Shares that it has in place with the Bookrunner.

The relevant settlement details for the Placing Shares are as follows:

Placees will not be entitled to any fee or commission in connection with the Placing.

Representations, warranties, undertakings and further terms

• it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Accelerated Bookbuild and the Placing and its subscription for and purchase of the Placing Shares and receipt of Warrants is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement;
• no offering document, admission document or prospectus has been or will be prepared in connection with the Placing including the grant of the Warrants (nor is one required under the Prospectus Regime or other applicable law) and that it has not received and will not receive a prospectus, admission document or other offering document in connection with Admission, the Accelerated Bookbuild, the Placing, the Company, the Placing Shares, the Warrants or otherwise;
• none of the Nominated Adviser, the Bookrunner, the Company nor any of their respective Representatives has provided, nor will provide, it with any material regarding the Placing Shares, the Warrants or the Company other than this Announcement; nor has it requested any of the Nominated Adviser, the Bookrunner, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such information;
• (i) it has made its own assessment of the Company, the Placing Shares, the Warrants and the terms of the Placing based on this Announcement and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); (ii) the Ordinary Shares are admitted to trading on AIM and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM and UK relevant regulatory authorities (the "Exchange Information"), which includes a description of the nature of the Company's business, most recent balance sheet and profit and loss account, and similar statements for preceding years, and it has reviewed such Exchange Information as it has deemed necessary or that it is able to obtain or access the Exchange Information without undue difficulty; and (iii) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placing, the Warrants and the Placing Shares, as well as the opportunity to ask questions) concerning the Company, the Placing, the Warrants and the Placing Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placing Shares and receive the Warrants and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
• (i) neither the Company, the Nominated Adviser nor the Bookrunner nor any of their respective affiliates has made any warranties or representations to it, express or implied, with respect to the Company, the Placing, the Warrants and the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information or the Exchange Information, and each of them expressly disclaims any liability in respect thereof; and (ii) it will not hold the Bookrunner or any of their respective affiliates responsible for any misstatements in or omissions from any Publicly Available Information or any Exchange Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;
• the content of this Announcement and the Publicly Available Information is exclusively the responsibility of the Company and that none of the Nominated Adviser, the Bookrunner, any persons acting on their behalf nor any of their respective affiliates has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in, or omission from, this Announcement or any Publicly Available Information, nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information 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 itself to acquire the Placing Shares and receive the Warrants is contained in this Announcement and any Publicly Available Information including (without limitation) the Exchange Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placing Shares and Warrants and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by the Bookrunner or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither the Bookrunner nor the Company nor any of their respective affiliates nor any of their respective Representatives will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;
• it, and any prospective beneficial owner for whose account or benefit it is purchasing the Placing Shares and receiving the Warrants, is and, at the time the Placing Shares are subscribed for or Warrants issued, will be located outside the United States and is acquiring the Placing Shares and receiving the Warrants in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;
• it has not been offered to purchase or subscribe for Placing Shares or receive the Warrants by means of any "directed selling efforts" as defined in Regulation S of the Securities Act;
• it understands that the Placing Shares and Warrants:
• it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed for or the Warrants issued, neither it nor the beneficial owner of the Placing Shares and Warrants will be, a resident of, nor have an address in, Australia, Japan, the Republic of South Africa or any province or territory of Canada or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the placing shares;
• it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares or Warrants except:
• pursuant to another exemption from registration under the Securities Act, if available,
• it will not distribute, forward, transfer or otherwise transmit this Announcement, or any other presentational or other materials concerning the Placing or the Warrants, directly or indirectly, whether in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa (including electronic copies thereof);
• 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 and receiving the Warrants;
• is able to sustain a complete loss of an investment in the Placing Shares; and
• the issue to it, or the person specified by it, for registration as holder, of the Placing Shares and the Warrants will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;
• it is not:
• in order to ensure compliance with the Regulations, the Bookrunner (for itself and as agent on behalf of the Company), or the Company's registrars (the "Registrars") may, in their absolute discretion, require verification of its identity, location or legal status. Pending the provision to the Bookrunner or the Registrars, as applicable, of evidence of identity, location or legal status, definitive certificates in respect of the Placing Shares and Warrants may be retained at the Bookrunner's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed in either of the Bookrunner's or the Registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity, location or legal status, the Bookrunner (for itself and as agent on behalf of the Company), or the Registrars have not received evidence satisfactory to them, either the Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on the conditional allocation of Placing Shares allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
• it irrevocably appoints any duly authorised officer of the Bookrunner as its agent for the purpose of executing and delivering to the Company and/or the Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares and Warrants for which it agrees to acquire upon the terms of this Announcement;
• 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 the FSMA) relating to the Placing Shares and Warrants in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by the Bookrunner in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
• it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares and the Warrants (including all applicable provisions of the FSMA, the Criminal Justice Act 1993 and UK MAR) with respect to anything done by it in relation to the Placing Shares and/or the Warrants in, from or otherwise involving the United Kingdom;
• unless otherwise specifically agreed with the Nominated Adviser and the Bookrunner in writing, in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares and receives any Warrants pursuant to the Placing, it is a 'Qualified Investor' within the meaning of paragraph 15 of Schedule 1 of POATR and in the case of a Relevant Person in a member state of the EEA who acquires any Placing Shares and receives any Warrants pursuant to the Placing, that it is a 'Qualified Investor' within the meaning of Article 2(e) of the EU Prospectus Regulation;
• if in the United Kingdom, unless otherwise agreed by the Bookrunner, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of COBS and it is acquiring Placing Shares and receiving the Warrants for investment only and not with a view to resale or distribution;
• it and any person acting on its behalf is entitled to acquire the Placing Shares and receive the Warrants under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in the Nominated Adviser, the Bookrunner, the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
• the person whom it specifies for registration as holder of the Placing Shares and/or the Warrants will be (i) itself or (ii) its nominee, as the case may be. None of the Nominated Adviser, the Bookrunner nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement or the requirement in paragraph 18 above ("Indemnified Taxes"); each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, the Nominated Adviser and the Bookrunner, on an after-tax basis, in respect of any Indemnified Taxes;
• except as set out in paragraph 41 below, it has neither received nor relied on any 'inside information' (for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993) concerning the Company prior to or in connection with accepting the invitation to participate in the Placing and is not purchasing Placing Shares and/or receiving the Warrants on the basis of material non-public information;
• the Company, the Nominated Adviser, the Bookrunner and their respective Representatives and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, agreements, and undertakings which are given to the Company, the Nominated Adviser and the Bookrunner for themselves and on behalf of the Company and are irrevocable and it irrevocably authorises the Company, the Nominated Adviser and the Bookrunner 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. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placing Shares and receiving of Warrants is no longer accurate, it shall promptly notify the Company, the Nominated Adviser and the Bookrunner;
• its commitment to take up Placing Shares and receive Warrants on the terms set out in this Announcement (including this Appendix) will continue notwithstanding any amendment that may or in the future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, the Nominated Adviser's or the Bookrunner's conduct of the Placing;
• it has the funds available to pay for the Placing Shares for which it has agreed to subscribe;
• time is of essence as regards its obligations under this Appendix;

Miscellaneous

The provisions of these terms and conditions shall survive after the completion of the Placing.

APPENDIX 2

DEFINITIONS