Strategic Entry into Offshore Gabon

Strategic Entry into Offshore Gabon and Proposed Fundraise of US$6.3 million by Placing via Accelerated Bookbuild, and Retail Offer

Block Energy plc is pleased to announce that it has entered into a conditional agreement with Pilgrim Exploration Limited ("Pilgrim") for an investment associated with the Ndjila and Mpari Production Sharing Contracts in Gabon (the "Gabon Transaction") to be funded by a proposed equity fundraising (the "Fundraise") of new ordinary shares ("Ordinary Shares") of US$ 6.3 million (c£ 4.65 million) to be completed in two closings.

Highlights

• The Gabon Transaction adds a new geographic area and a new value proposition to the Company's existing Georgia assets.

o 5,331 km2 across two contiguous offshore licences.

o Four historical oil discoveries across the licences plus broader Pre- and Post-Salt upside.

o Near-term focus on evaluation of the discovered resources, development planning and partner discussions for drilling.

o Attractive low-cost entry into assets with discovered oil and significant potential upside in an established jurisdiction.

• The Gabon Transaction is supported by Block's existing technical and operational capability and leverages the Board's experience in West Africa to deliver value to shareholders.
• Proposed fundraise of US$6.3 million at 1.1 pence per share comprising of a placing ("Placing") to be conducted by way of an accelerated bookbuild to be launched immediately following this Announcement and a retail offer ("Retail Offer").
• The Retail Offer of up to 13,636,363 shares to raise £150,000 is for existing shareholders only and further details will be contained in a separate announcement to be released shortly after this RNS.
• Convertible loan to be made to Pilgrim which holds (via subsidiaries) a 90% interest in the underlying Ndjila and Mpari PSCs in Gabon which, upon conversion (subject to any required regulatory approvals being obtained) will result in Block holding a 76.5% economic interest in the PSCs.

(Gabon licence map showing Pilgrim acreage and select other operators)

Commenting, Paul Haywood, Chief Executive Officer of Block Energy plc said:

"This transaction represents an excellent value-accretive acquisition of discovered oil and high-potential exploration in a well-known oil producing jurisdiction. With an excellent data set and highly encouraging drilling activity by former operators we believe that the assets combine an anchor development opportunity with significant upside and broad running room.

With recent farm-in progress on both Project III and Project IV in Georgia, we believe that the Gabon Transaction provides jurisdictional and geological diversification as well as genuine near-term growth potential for the portfolio and I look forward to updating shareholders on the progress of the technical work programme in due course.

We have been encouraged by the support of the Gabonese authorities for international investment in the hydrocarbon sector and look forward to working with our partners, Pilgrim and the State of Gabon, on the development of the Ndjila and Mpari PSCs."

Commenting, Simon Barry, Chief Executive Officer of Pilgrim Exploration Limited, said:

"First, we would like to thank the Gabonese Ministry of Oil and Gas for the excellent opportunity they have afforded Pilgrim and for the staff of the DGH, whose dedication and professionalism was instrumental in Pilgrim securing the PSCs. Second, we welcome Block Energy, who from the outset saw the potential in Gabon and particularly Pilgrim's assets. We look forward to building on this partnership and prosecuting the work programme for the benefit of all."

Ndjila and Mpari PSCs

The Ndjila and Mpari PSCs (the "PSCs") are located offshore Gabon in the North Gabon basin, a mature hydrocarbon province with established operators, export routes and a long production history.

The licences cover a combined area of 5,331 km2 and contain four historical oil discoveries drilled by prior operators including Texaco, Shell and Tullow.

The Iguega field acts as the anchor field within the acquired portfolio, with historical work completed by Shell on a development concept and the discovery well testing at rates of 3,300 bopd. The licences also include three other oil discoveries that Block will assess for potential follow‑on development.

(Ndjila and Mpari Discovery and Prospect Map)

The area offers significant potential upside, with multiple mapped leads and prospects identified in both pre‑ and post‑salt sections. The PSCs are supported by a substantial dataset, including near‑full coverage with a modern 3D seismic survey acquired in 2017. This dataset is expected to materially support prospect maturation and development planning within Pilgrim's work programme.

The Company believes that the Gabon Transaction is attractive as it provides a relatively low-cost entry into assets with discovered oil and significant potential upside in an established jurisdiction.

The entry into the PSCs is supported by Block's existing technical and operational capability and leverages the Board's experience in West Africa to deliver value to shareholders.

The recent investments by companies such as Exxon, BP and Trafigura into Gabon provide confidence around the subsurface and surface merits of the country. Block believes that, following the technical work programme, strong interest in the Ndjila and Mpari PSCs will be generated for asset-level development finance.

The structure of the transaction through which the Company will gain exposure to the PSCs is summarised below.

Initial Technical Work Programme

Under the terms of the Convertible Loan Agreement, Pilgrim will remain the operator of the Gabon PSCs, with technical support from Block.

Pilgrim has defined an initial work programme which has been approved by and will be carried out under the oversight of and with the technical support of the Company which includes:

• Subsurface interpretation and data integration;
• Refinement of the Iguega development concept;
• Evaluation of the three other oil discoveries (Ekouata, Topaz and Pilote);
• Licence-wide mapping (including pre-salt) and prospect ranking; and
• Preparation of the assets for asset level finance for development and exploration work programmes.

The Gabon Transaction

The Fundraise (as summarised below) is being undertaken to finance Block's proposed structured entry into the PSCs through a US$ 6 million investment into Pilgrim by way of a secured convertible loan ("Loan") on the terms of the Convertible Loan Agreement. The PSCs are held by two wholly-owned, BVI registered, subsidiaries of Pilgrim ("Pilgrim Subsidiaries") which hold a 90% working interest in the PSCs, with the remaining 10% in both licences held by the State of Gabon.

Following a successful conclusion of the Fundraise, Block will lend up to US$6 million to Pilgrim to fund PSC-related obligations and the initial work programme. The Company may thereafter elect to convert the loan into an 85% interest in Pilgrim, an 85% interest in the PSCs, or another lawful alternative interest, subject in each case to the agreed mechanics and all necessary Government and regulatory approvals, if required. These conversion options equate to Block's interest (direct, indirect or economic) becoming 76.5% in the PSCs, with the balance held by Pilgrim (13.5%) and the State of Gabon (10%).

The structure is designed to secure Block's economic exposure, protections and governance rights from the outset, while deferring any formal legal transfer that may require governmental or regulatory approval until the relevant implementation path is agreed. Pilgrim will remain the operator under the PSCs prior to any conversion of the Loan and will be responsible for implementing the initial work programme for the PSCs which is summarised above; subject to compliance with customary covenants and supervision from Block. Block will provide non-cash support to Pilgrim of up to US$4 million by making available its staff and resources. Until or unless the conversion rights are exercised, the convertible loan arrangement is not intended to constitute or operate as any direct or indirect transfer of any interests in the PSCs, the operatorship under the PSCs or otherwise control of Pilgrim in any manner that would require the approval of any governmental authority, waiver, consent or compliance process.

The Loan will be secured by way of a debenture given by Pilgrim over its assets, together with a charge over the entire issued share capital of the Pilgrim Subsidiaries. Additionally, the Pilgrim Subsidiaries are a party to the Convertible Loan Agreement pursuant to which they have, alongside Pilgrim, given various customary warranties, representations, covenants and undertakings as an obligor in order to ensure that the Company's interests are adequately protected. As an additional layer of protection, the Convertible Loan Agreement includes an interim non-voting Class B share mechanism which is intended to preserve Block's economic position prior to any final conversion into Pilgrim equity and/or PSC interests, if required. The Class B shares would be cancelled upon implementation of the final elected conversion route.

Pilgrim Financial Information

In its most recent filed accounts for the 17 months ended 31 December 2024, Pilgrim reported a loss before tax of £32,689, turnover of £nil and net liabilities of £53,385. Those accounts pre-date the grant of the PSCs and therefore do not reflect the value associated with the underlying Gabon asset position now being funded through the Convertible Loan Agreement.

Details of the Fundraise

The Company is proposing to raise US$6.3 million before fees and expenses by way of a Placing of new Ordinary Shares, together with a retail offer of up to 13,636,363 new Ordinary Shares (together the "Fundraise Shares") at 1.1 pence per share ("Issue Price"). The Fundraise will complete in two tranches:

• It is anticipated that 77,314,724 Fundraise Shares ("Firm Fundraise Shares") will be issued pursuant to existing authorities, raising gross proceeds of US$1.154 million (c£0.85 million); and
• It is anticipated that the balance of Fundraise Shares ("Conditional Fundraise Shares") will be issued subject, inter alia, to the passing of shareholder resolutions 1 and 3 ("Fundraise Resolutions") to be proposed at a general meeting which is expected to be held on 18 May 2026 ("General Meeting"), raising gross proceeds of up to US$5.130 million (£c3.8 million). All of the Fundraise Shares subscribed for in the Retail Offer will be Conditional Fundraise Shares.

The Issue Price represents a discount of approximately 8.3 percent to the closing mid-market share price of 1.2 pence per Ordinary Share on 24 April 2026, being the last practicable date prior to this Announcement.

The Placing is to be conducted by way of an accelerated bookbuild process (the "Bookbuild"), to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement. Shard Capital Partners LLP (trading as Tennyson Securities); ("Tennyson") is acting as sole bookrunner in connection with the Placing (the "Broker").

The timing of the close of the Bookbuild and the number of Fundraise Shares, as well as allocation of the Fundraise Shares, will be agreed between the Broker and the Company following the close of the Bookbuild. The results of the Fundraise will be announced without delay following the close of the Bookbuild.

The Company has entered into a placing agreement with Tennyson in connection with the Placing. The agreement contains customary conditions to completion of the Placing, warranties, indemnities and termination provisions for a transaction of this nature. It also contains provisions entitling Tennyson to terminate the Placing Agreement if, amongst other things, a breach of any of the warranties occurs or an event occurs which is material in the context of the Placing.

The Company values its Shareholder base and believes that it is appropriate to provide its eligible Retail Investors in the United Kingdom the opportunity to participate in the Retail Offer. The Retail Offer will allow existing Retail Investors to participate in the Fundraise by subscribing for Conditional Fundraise Shares at the Issue Price. Pursuant to the terms of the Retail Offer, the Company has made the Retail Offer to Retail Investors only through Intermediaries via the Winterflood Retail Access Platform ("WRAP"). Up to 13,636,363 Conditional Fundraise Shares will be issued to eligible Retail Investors by way of the Retail Offer at the Issue Price to raise proceeds of up to approximately £150,000 (before expenses). The Fundraise Shares offered in the Retail Offer are not part of the Placing and will be included within the Conditional Fundraise only. The Retail Offer is not underwritten. No prospectus will be published in connection with the Retail Offer. Further information on the Retail Offer and how Retail Investors can participate in the Fundraise will be contained in a further announcement.

In the event that the Fundraise Resolutions are not passed, or otherwise any other condition in the placing agreement is not satisfied, or if applicable, waived, the Conditional Fundraise will not proceed and the Company will be unable to proceed with the proposed investment into Pilgrim as envisaged. In the event that the Conditional Fundraise does not proceed, this will not impact the Firm Fundraise which will have already completed.

No warrants will be issued in connection with the Fundraise, neither to Placees, nor subscribers in the Retail Offer, nor the Broker.

The Fundraise is not underwritten by Tennyson or any other person.

The Fundraise Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares in issue on Admission, including the right to receive all dividends and other distributions declared, made or paid in respect of the Ordinary Shares.

Glossary

• bbls: barrels. A barrel is 35 imperial gallons.
• Bcf: billion cubic feet.
• boe: barrels of oil equivalent.
• bopd: barrels of oil per day.
• DGH: Directorate General of Hydrocarbons, in particular the Direction Générale des Affaires Économiques, Juridiques et de Gestion des Données Pétrolières et Gazières ("DGAEJGDPG").
• Mbbls: thousand barrels.
• MMbbls: million barrels.
• MMboe: million barrels of oil equivalent.
• MMCF/d: millions of cubic feet of gas per day
• TCF: trillion cubic feet.

APPENDIX I

Definitions

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

APPENDIX II

Information for Distributors

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Fundraise Shares have been subject to a product approval process, which has determined that the Fundraise Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Fundraise Shares have been subject to a product approval process, which has determined that the Fundraise Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

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

The Terms and Conditions should be read in their entirety.

These Terms and Conditions apply to persons making an offer to acquire Fundraise Shares. Each Placee hereby agrees with the Broker and the Company to be bound by these terms and conditions as being the terms and conditions upon which Fundraise Shares will be issued or acquired. A Placee shall, without limitation, become so bound if any of the Broker confirm to such Placee its allocation of Fundraise Shares.

By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation; or (ii) a contract note or email correspondence, in either case by representatives of the Broker, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring Fundraise Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the Broker that:

• it is a Relevant Person (as defined above) and that it will acquire, hold, manage or dispose of any Fundraise Shares that are allocated to it for the purposes of its business;
• it is acquiring the Fundraise Shares for its own account or is acquiring the Fundraise Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions;
• if it is a financial intermediary, as that term is used in Article 7(4) of the POATR, that any Fundraise Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public, to Qualified Investors, or in circumstances in which the prior consent of the Broker has been given to each such proposed offer or resale.

The Company and the Broker will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

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

Details of the Placing Agreement and the Fundraise Shares

The Broker is acting as agent for and on behalf of the Company in connection with the Placing and the Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for Fundraise Shares at the Issue Price. The Placing is not being underwritten by the Broker or any other person.

The number of Fundraise Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Fundraise Shares and allocations are at the discretion of the Broker, following consultation with the Company. Allocations will be confirmed orally or by email by the Broker following the close of the Bookbuild. The Fundraise is being completed in two tranches and each Placee shall be allocated their pro rata share of the Firm Fundraise Shares and the Conditional Fundraise Shares accordingly. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.

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

Subject to Admission, the Fundraise Shares will trade on AIM under the trading symbol "BLOE" and with ISIN GB00BF3TBT48.

Application for Admission to trading of the Fundraise Shares on AIM

Application will be made for the Fundraise Shares to be admitted to trading on AIM ("Admission"). Admission of the Firm Fundraise Shares ("First Admission") is expected on or around 1 May 2026 and Admission of the Conditional Fundraise Shares ("Second Admission") is expected on or around 19 May 2026 (provided the Fundraise Resolutions are passed at the General Meeting).

Bookbuild

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

The Broker and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

The principal terms of the Placing are as follows:

• The Broker is arranging the Placing as agent for, and broker of, the Company.
• Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Broker.
• The Broker, if successful, will establish the number of Fundraise Shares to be issued in the Placing at the Issue Price, which will be determined by the Broker, in consultation with the Company, following completion of the Bookbuild. The number of Fundraise Shares will be announced via the Regulatory Information Service following completion of the Bookbuild.
• To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Broker. Each bid should state the number of Fundraise Shares which the prospective Placee wishes to subscribe for or purchase at the Issue Price. Bids may be scaled down by the Broker on the basis referred to in paragraph 8 below.
• The timing of the closing of the Bookbuild will be at the discretion of the Broker and the Company. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.
• Allocations of the Fundraise Shares will be determined by the Broker, following consultation with the Company. Each Placee's allocation will be confirmed to Placees, orally or by email, by the Broker following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of Fundraise Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Broker's consent, such commitment will not be capable of variation or revocation.
• The Company will make a further announcement following the close of the Bookbuild detailing the number of Fundraise Shares to be issued at the Issue Price.
• Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at the Broker's discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Broker may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Fundraise Shares after the time of any initial allocation to any person submitting a bid after that time.
• A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.
• Except as required by law or regulation, no press release or other announcement will be made by the Broker or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
• Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Fundraise Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".
• All obligations of the Broker under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".
• To the fullest extent permissible by law and the applicable rules of the FCA, neither the Broker, nor any of their affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Broker, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing or of such alternative method of effecting the Placing as the Broker and the Company may determine.

Conditions of the Placing

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

• the delivery by the Company to the Broker of certain documents required under the Placing Agreement;
• each of the warranties given by the Company in the Placing Agreement being true and accurate in all material respects and not misleading on the date of the Placing Agreement, the date the Placing Results are announced and at Admission;
• the issue and allotment of the Fundraise Shares, conditional only upon Admission;
• in respect of the Conditional Fundraise only, the passing of the Fundraise Resolutions at the General Meeting;
• in respect of the Firm Fundraise, First Admission occurring by no later than 8.00 a.m. (BST) on 1 May 2026 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. (BST) on 31 May 2026;
• in respect of the Conditional Fundraise, Second Admission occurring by no later than 8.00 a.m. (BST) on 19 May 2026 or such other date and time as may be agreed between the Company and the Broker, not being later than 8.00 a.m. (BST) on 31 May 2026; and
• the Placing Agreement not having been terminated by the Broker in accordance with its terms.

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

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

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

Right to terminate the Placing Agreement

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

• the Broker becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;
• any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Broker or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement; or
• there shall have been a material adverse change in or affecting the business, management, financial or trading position or prospects, shareholders' funds or results of the Company's group (taken as a whole), whether or not arising in the ordinary course of business, which, in any such case, in the opinion of the Broker (acting reasonably) would be likely to prejudice the success of the Placing or which would make it impracticable or inadvisable to proceed with the Placing.

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

No Admission Document or Prospectus

The Fundraise Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Fundraise Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company, SPARK or the Broker or any other person and neither the Broker, SPARK, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Broker, SPARK, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, SPARK nor the Broker are making any undertaking or warranty to any Placee regarding the legality of an investment in the Fundraise 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, financial, business or other 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 Fundraise Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated Fundraise Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Broker, stating the number of Fundraise Shares allocated to it at the Issue Price, including how many Firm Fundraise Shares and Conditional Fundraise Shares have been allocated to them, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

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

Settlement of transactions in the Fundraise Shares (ISIN: GB00BF3TBT48) following Admission will take place within CREST provided that, subject to certain exceptions, the Broker reserve the right to require settlement for, and delivery of, the Fundraise Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Sterling Overnight Index Average (SONIA) rate as determined by the Broker.

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

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

Insofar as Fundraise Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Fundraise Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Fundraise Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

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

• that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Fundraise Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;
• that the exercise by the Broker of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Broker and the Broker need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Broker or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;
• that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Fundraise Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Fundraise Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;
• that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker are not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;
• that it has made its own assessment of the Fundraise Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Fundraise Shares or the Company (if any) that the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Broker, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
• that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Fundraise Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Fundraise Shares and it has made its own assessment of the Company, the Fundraise Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;
• that neither the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Fundraise Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
• that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Fundraise Shares to any persons within the United States or to any US Persons;
• that it is entitled to subscribe for and/or purchase Fundraise Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
• that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Fundraise Shares and to perform its subscription and/or purchase obligations;
• that where it is acquiring Fundraise Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Fundraise Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;
• that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Fundraise Shares that are allocated to it for the purposes of its business;
• that, unless otherwise agreed by a Broker, it is a Qualified Investor;
• that, unless otherwise agreed by a Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Fundraise Shares for investment only and not with a view to resale or distribution;
• 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 Fundraise Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
• that any money held in an account with the Broker (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Broker's (or its nominee's) money in accordance with such client money rules and will be used by the Broker in the course of its own business and each Placee will rank only as a general creditor of the Broker;
• that it will not deal or cause or permit any other person to deal in all or any of the Fundraise Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;
• that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Fundraise Shares;
• that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Broker nor the Company has considered its particular objectives, financial situation and needs;
• that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Fundraise Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;
• that it will indemnify and hold the Company and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Broker will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Broker and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Broker for itself and on behalf of the Company and will survive completion of the Placing and Admission;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Broker to provide any legal, financial, tax or other advice to it;
• that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Broker shall notify it of such amendments;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Fundraise Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in their absolute discretion;
• that it will not make any offer to the public within the meaning of the POATR (as the case may be) of those Fundraise Shares to be subscribed for and/or purchased by it;
• that it will not distribute any document relating to the Fundraise Shares and it will be acquiring the Fundraise Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Fundraise Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Fundraise Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Fundraise Shares for the account of any third party;
• that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Fundraise Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
• that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Broker;
• that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• that the Broker or their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Fundraise Shares;
• that no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Fundraise Shares; and

The Company, the Broker and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Broker for themselves and on behalf of the Company and are irrevocable.

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

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Fundraise Shares in question. Such agreement assumes that the Fundraise Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Fundraise Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Fundraise Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker 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 Fundraise Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.

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

All times and dates in this Announcement (including the Appendices) may be subject to amendment. The Broker shall notify the Placees and any person acting on behalf of the Placees of any changes.