Proposed Fundraise, Conversion & Debt Restructure

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES.

Dekel Agri-Vision Plc

('Dekel' or the 'Company')

Proposed Fundraising, Conversion of Debt and Debt Restructure

Dekel Agri-Vision Plc (AIM: DKL), the West African agriculture company focused on building a portfolio of sustainable and diversified projects, announces a proposed fundraising to conditionally raise approximately £2 million (before expenses) at a price of 0.55 pence per New Share from new and existing Shareholders.

The Company also confirms its intention to convert the outstanding balance of a loan held by Mr. Youval Rasin, the Chief Executive Officer and a Director of the Company, into New Shares at the Issue Price. This follows the announcement made on 28 June 2024 and reflects Mr. Rasin's continued support for the Company and its long-term strategic objectives.

The Company has negotiated and agreed in principle revised terms of its lending facilities with each of NSIA Bank, BIDC and AgDevCo, as further described in the Debt Restructuring section below. The objective of this rephasing is to ensure alignment with projected operational cashflows and to support the Group's long-term financial stability and growth trajectory.

KEY HIGHLIGHTS

• Proposed equity fundraising of approximately £2 million, comprising a conditional Placing and a conditional Subscription, and a conditional Retail Offer to raise up to a further £0.3 million.
• Placing to be conducted by way of an Accelerated Book Build ("ABB") launching immediately following this Announcement.
• Retail Offer to be launched following the close of the ABB on the BookBuild Platform.
• Conversion of a loan held by Youval Rasin into New Shares at the Issue Price.
• Negotiated and agreed in principle revised terms of its lending facilities with each of NSIA Bank, BIDC and AgDevCo, as further described in Debt Restructuring below.
• Net proceeds of the proposed Fundraise will be used to strengthen the balance sheet to provide for ongoing working capital requirements as the business continues to drive growth, whilst ensuring that the Company remains compliant at all times with its obligations under its existing financing arrangements.
• Issue Price of 0.55 pence per New Share.
• A General Meeting of the Company's Shareholders will take place at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10.00 a.m. on 22 July 2025.
• Zeus is acting as Nominated Adviser, Sole Broker and Bookrunner to the Company in connection with the Fundraise.

The Issue Price represents a discount of approximately 37.5 per cent. to the Closing Price of 0.88 pence per Ordinary Share on 25 June 2025, being the last practicable date prior to announcement of the Fundraising.

Taken into account in the figures stated above in respect of the Subscription, certain Directors have indicated an intention to subscribe for new Ordinary Shares as part of the Directors' Subscription as and when the Company ceases to be in a closed period.

Further announcements will be made shortly in connection with the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer and, for the avoidance of doubt, neither the Retail Offer nor the Subscription form part of the Placing.

The Placing will be conducted by way of an ABB which will commence immediately following this Announcement. The Placing is subject to the terms and conditions set out in the Appendix I of this Announcement (the "Terms and Conditions").

Zeus is acting as sole broker in relation to the Placing. A Placing Agreement has been entered into today between the Company and Zeus in connection with the Placing.

The Fundraising is conditional upon, inter alia, the approval by the Shareholders of the Resolution and the Conversion is conditional upon, inter alia, the approval by the Shareholders of the Resolution to be proposed at the General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW at 10.00 a.m. on 22 July 2025. A circular, containing further details of the Fundraising, Notice of General Meeting and proxy form (together the "Circular") will be posted to Shareholders shortly after the results of the ABB and will be made available on the Company's website at https://dekelagrivision.com/.

If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued, and the Company will not receive the associated placing monies. In this scenario, the Retail Offer, the Subscription (including the Directors' Subscription) and the Conversion will not proceed.

Applications will be made to the London Stock Exchange for the admission of the New Shares to be admitted to trading on AIM. It is currently expected that Admission will become effective, and that dealings in the respective shares will commence on AIM, on or around 23 July 2025. The New Shares, when issued, will be fully paid and will rank pari passu in all respects with the Existing Ordinary Shares.

Notice of Results

The publication of the Group's audited annual report and accounts for the year ended 31 December 2024 is expected on or before 30 June 2025. As previously announced through the monthly production updates, the Group has maintained resilient trading and the Board remain confident in its outlook. The Board confirms the business is trading slightly ahead of market expectations at revenue and EBITDA level with EBITDA expected to be at €2.5 million, and also ahead of market expectations at the loss before tax level, which is now expected to be approximately €3.5 million. The Company further reiterates guidance for an improved full-year performance of the Cashew Operation in 2025, including the achievement of its first EBITDA-positive result.

For further information, please visit the Company's website www.dekelagrivision.com or contact:

INFORMATION ON DEKEL

Dekel Agri-Vision plc is an AIM-quoted agro-industrial, processing, logistics and farming company focused on building a portfolio of sustainable and diversified projects across West Africa, with core operations in Côte d'Ivoire. The Company has a portfolio of projects at various stages of development, including operating a fully-integrated crude palm oil ("CPO") project in Ayenouan ("Palm Oil Operation"), a large-scale raw cashew nut processing facility in Tiebissou (the "Cashew Operation"). The Company's business model is centred around collaboratively working with local communities to build vertically integrated operations processing produce grown by local communities.

The Palm Oil Operation spans the full production cycle, from nursery cultivation of oil palm feedstock through to the processing of CPO. Strategically designed to enhance regional agricultural infrastructure, the operation provides local smallholder farmers with a stable and commercially viable route to market for their produce, promoting sustainable economic development in the region. The Palm Oil Operation sources fruit from over 1,000 smallholder farmers and approximately 1,900 hectares of company-owned estates, which are processed at a 60-tonne-per-hour extraction mill located in the village of Ayanouan, approximately two hours southeast of the major port in Abidjan.

The Cashew Operation in Tiebissou represents the Company's strategic diversification into high-value, export-oriented agricultural processing. The Company took full ownership of the Capro-Tiebissou project in January 2023, establishing a 10,000-tonnes-per-annum raw cashew nut processing plant, with infrastructure in place to expand to 30,000 tonnes. Built to international standards, the facility achieved BRC Global Food Standard grade A accreditation in August 2023, underpinning both food-safety and export quality. Purpose-built to capture value across the cashew supply chain, the facility sources raw cashew nuts ("RCN") from regional smallholder through co-operative partnerships, replicating the successful smallholder collaborative model deployed by the Palm Oil Operation.

The initial roll-out of the Cashew Operation was hindered by operational and technical challenges that constrained performance and delayed the achievement of commercial scale. These included commissioning delays, suboptimal performance of initial equipment installations, and limited working capital, combined with supply chain issues with inconsistent supply of raw cashew nuts which together contributed to underutilisation of capacity and variability in processing output. These legacy issues have since been materially resolved through a combination operational restructuring, targeted investment in upgraded processing infrastructure, and taking full ownership of the project in January 2023. By taking full ownership over day-to-day decision making, allowing for greater strategic and operational alignment. With core systems stabilised, cashew quality certifications secured, and new equipment scheduled for installation, the business is positioned to scale production efficiently.

CURRENT TRADING AND OUTLOOK

A Palm Oil Production Update and Cashew Operation update was announced by the Company on 10 June 2025.

Cash at bank as at 25 June 2025 was approximately £0.97 million (€1.14 million).

The Company's palm oil operations continue to generate consistent positive cashflow, reflecting the maturity and stability of this segment. In contrast, the cashew processing operation remains in a transitional phase, having only recently commenced cashflow generation following the completion of key operational upgrades.

The Company is undertaking this equity raise to strengthen its balance sheet and support the stabilisation and growth of its operations following significant disruption to its cashew processing activities. The Company is currently overleveraged, a position largely attributed to delays in commissioning its cashew operation, which experienced major setbacks due to issues with the original equipment supplier. This disruption resulted in non-delivery of essential machinery, equipment, and materially lower production output than contracted.

In response, the Company appointed a consultant to lead a full equipment replacement and upgrade programme, with new machinery procured and installed, delivering improved operational efficiency, enhanced capacity and product quality, in addition to entering a partnership with a local cashew processor to strengthen operations. These measures enabled the cashew operation to enter a transitional phase, with initial cash generation now underway and consistent performance expected to follow.

The proposed equity raise is intended to complement this debt restructuring initiative, providing a financial buffer and liquidity support during this transitional period, ensuring the Company meet its obligations whilst not impacting the momentum in its operational recovery. The Fundraise is also a signal of growing shareholder alignment and confidence in the Company's long-term strategy, CEO Youval Rasin commitment to convert remaining shareholder loan into equity, Jonathan Johnson-Watts, a proposed Board director participating in the Subscription and existing Board members pledging investment.

DEBT RESTRUCTURING[1]

The Company has actively engaged with all key debt holders to restructure and rephase its existing debt obligations in alignment with its current and projected cash flow generation. This initiative is a critical step in ensuring the long-term financial stability and operational resilience of the Company.

The Group's current debt obligations to key debt holders total €26.4 million, with scheduled repayments tapering through to 2030. However, the existing repayment and interest schedule is misaligned with the Group's near-term cash flow capabilities. Internal projections, which are consistent with market expectations, indicate a peak cash shortfall of approximately €6 million in 2026 and 2027.

Unaudited Group revenue is expected to grow from €30.1 million in 2024 to €40.3 million in 2025, reaching €55 million annually from 2027 onwards. Unaudited EBITDA is expected to increase from €2.4 million in 2024 to €4.4 million in 2025, and €6.2 million in 2026, before stabilising at €11 million annually from 2027. Unaudited operating cashflow after capital expenditure is expected to rise from approximately €2.0 million in 2024 to approximately €3.5 million in 2025, and approximately €4.0 million in 2026, reaching approximately €8.0 million annually from 2027.

Under the current debt structure, the Group anticipates unaudited cashflow deficits of approximately €3.5 million in 2025, €6.0 million in both 2026 and 2027, and €4.0 million in 2028. These deficits are expected to reverse from 2029 onwards, with surpluses of €8.0 million in 2030 and €16.0 million in 2031.

Operationally, the Palm Oil division continues to generate positive EBITDA, while the Cashew operation has shown marked improvement over the past six months and is now entering a phase of positive EBITDA contribution.

As part of this process, the Company has negotiated revised terms of its lending facilities with each of NSIA Bank, BIDC and AgDevCo. The headline terms of these revised terms are, subject to satisfaction of customary lending CPs and entry into definitive documentation, as follows:

• NSIA Bank has agreed to restructure its facility into a six-year term loan, incorporating a two-year principal grace period, backdated by twelve months.
• AgDevCo has approved the restructure of its facility into a seven-year term loan with a 24-month grace period commencing in August 2025, interest rate to be set at 9% (or 9.75% if the Hudson bond is not restructured by the end of 2025) and a €600k payment towards the loan will be made upfront.
• BIDC has agreed, commencing on 30 June 2025, that the facility shall be restructured as a six-year term loan with an 18-month grace period with interest remaining at 8.5%, being the level previously agreed.

Active and constructive discussions are ongoing with Hudson regarding the long-term bond held by them, with Hudson demonstrating a positive trajectory toward similar restructuring agreements.

Rephased cash flow forecasts, assuming refinancing of all debt holders except Hudson in 2025, show a transition from a net cash deficit of (€0.9 million) in 2025 to a surplus of €14.9 million by 2031. Should all debt holders be refinanced in 2025, the Group anticipates a stronger cash position, over the period to 2031. To further support the restructuring and provide a financial buffer, the Group is proposing an equity raise of up to £2.3 million and approximately £1.03 million debt-to-equity conversion. These measures are intended to enhance liquidity and provide a stable platform for future growth.

This disclosure is made to ensure that all shareholders and market participants are fully informed of the Group's financial restructuring efforts and the anticipated impact on its financial position. The Board believes these actions are in the best interests of the Company and its stakeholders and will provide a solid foundation for sustainable growth.

THE CONVERSION

On 28 June 2024, the Company announced it had received a €2.3m loan from Youval Rasin, CEO and Director of the Company, with interest of 10% per annum and repayable in 2 years (the "Director's Debt"). Approximately €1.2m of the Director's Debt remains outstanding and the Company intends that conditional on, amongst other matters, completion of the Fundraise, the outstanding balance on the loan will be converted into Ordinary Shares by the Company issuing 187,931,098 Conversion Shares at the Issue Price in satisfaction of the Company's obligation to repay the loan under the Loan Agreement. Following conversion of the Director's Debt, Youval Rasin will hold a total of 256,337,803 Ordinary Shares, which will represent approximately 21.9% of the Enlarged Share Capital of the Company, assuming completion of the Directors' Subscriptions and a total Fundraise of £2.3m (including a fully subscribed Retail Offer). It is expected that the Conversion will be agreed and the Conversion Shares will be subscribed for once the Company is out of its current close period, which will end when the Company publishes its annual accounts for the financial year ended 31 December 2024, and that the Conversion Shares will be issued and admitted to trading on AIM at the same time as the New Shares.

BACKGROUND TO THE FUNDRAISING AND CONVERSION

As set out above, the Company's palm oil operations continue to deliver robust results, underpinned by strong CPO pricing, which remains above historical averages. This has supported a solid EBITDA contribution from the segment over the past five years, reinforcing its role as a stable and profitable core business.

Commercial production of cashews commenced in 2025, marking a significant milestone for the Company. Key achievements to date include securing 100% ownership of the operation, completing the first commercial sales, and executing the first exports to European markets. The operation is expected to achieve EBITDA-positive results in 2025, with organic growth potential projected through 2027.

The Company recognises that it is currently overleveraged, and debt reduction has been identified as a strategic priority.

The Conversion is considered, by the Directors, to be of strategic importance to the future of the Company because of the uncertainty with regards to the Company's ability to repay the associated debt. The Director's Debt is a material sum for the Company, and it matures in June 2026. The capitalisation of the Director's Debt gives the Directors certainty as to the Group's ability to repay this indebtedness and comfort that the indebtedness can be repaid without a material cash outflow.

USE OF PROCEEDS

The net proceeds receivable by the Company pursuant to the Fundraising are expected to be approximately £2.15 million (assuming the Bookbuild Retail Offer is fully subscribed for and the Directors' Subscriptions are made following the end of the closed period which the Company is currently in).

The Fundraising proceeds will strengthen the balance sheet to provide for ongoing working capital requirements as the business continues to drive growth, as well as ensuring that the Company remains compliant at all times with its obligations under its existing financing arrangements. This will enable the Company to enhance financial stability and provide a liquidity buffer during the debt reduction period.

DETAILS OF THE FUNDRAISING

All of the New Shares are being placed or subscribed for (as applicable) conditional, inter alia, on the passing of the Resolution at the General Meeting. It is expected that the New Shares will be admitted to trading on AIM at 8.00 a.m. on 23 July 2025. It is expected that the Director Subscription Shares and the Conversion Shares will be subscribed for once the Company is out of its current close period, which will end when the Company publishes its annual accounts for the financial year ended 31 December 2024, and that they will be , issued and admitted to trading on AIM at the same time as all other New Shares.

The Issue Price represents a discount of approximately 37.5 per cent. to the Closing Price of 0.88 pence per Ordinary Share at close of business on 25 June 2025, being the last practicable date prior to the announcement of the Fundraising.

In connection with the Placing, and conditional upon Admission the Company will issue approximately 8,293,159 warrants to Zeus exercisable at the Issue Price at any time within three years from date of grant.

The Fundraising is not underwritten by Zeus or any other person.

Placing

The Company has conditionally raised £0.9 million (before commissions and expenses) by way of a conditional, non-pre-emptive placing of 165,863,180 Placing Shares pursuant to the Placing Agreement at the Issue Price. The Placing Shares will be issued and allotted subject to the Resolution being duly passed at the General Meeting.

The Placing Shares, when issued, will represent approximately 14.2 per cent. of the Company's Enlarged Share Capital immediately following Admission. The Placing Shares will rank in full for all dividends with a record date on or after the date of Admission and otherwise equally with the Ordinary Shares in issue from the date of Admission. It is expected that the Placing Shares will be admitted to trading on AIM on 23 July 2025.

The Placing (which is not being underwritten) is conditional, amongst other things, upon:

• the passing of the Resolution at the General Meeting;
• the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms; and
• admission of the New Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 23 July 2025 (or such later time and/or date as the Company and Zeus may agree (being not later than 8.00 a.m. on 29 August 2025)).

If such conditions are not satisfied or, if applicable, waived, by the date(s) and time(s) referred to above the Placing, the Subscription and the Bookbuild Retail Offer will not proceed.

The Placing Agreement

In connection with the Placing, the Company and Zeus have entered into the Placing Agreement. Pursuant to the terms of the Placing Agreement, Zeus has conditionally agreed to use its reasonable endeavours, as agent for the Company, to procure Placees for the Placing Shares at the Issue Price. The Placing is not being underwritten.

The Placing Agreement is conditional, amongst other things, upon the passing of the Resolution, the conditions in the Placing Agreement being satisfied or (if capable of waiver) waived and the Placing Agreement not having been terminated in accordance with its terms prior to Admission, Admission occurring on or before 8:00 a.m. on 23 July 2025 (or such later date as the Company and Zeus may agree, not being later than 8:00 a.m. on the Long Stop Date).

The Placing Agreement contains certain customary warranties given by the Company in favour of Zeus in relation to, inter alia, the accuracy of the information in this document and other matters relating to the Company and its business.

In addition, the Company has agreed to indemnify Zeus in relation to certain liabilities its business may incur in respect of the Placing.

The Placing and Subscription are inter-conditional on each other.

The Placing and the Subscription are not conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer.

Subscription

The Company has conditionally raised approximately £1.1 million (before expenses) through the issue, in aggregate, of 197,773,271 Subscription Shares to the Subscribers at the Issue Price pursuant to the Subscription. This includes up to £0.58 million (before expenses) through the issue, in aggregate, of up to 106,864,181 Subscription Shares to the Subscribing Directors at the Issue Price pursuant to the Directors' Subscription (further information on which is provided below).

The Subscription Shares will be issued conditional upon the Resolution being duly passed at the General Meeting and Admission. The Subscription and Placing are inter-conditional on each other.

The Subscription has not been underwritten and, pursuant to the terms of the Subscription Agreements, is (or in the case of the Subscribing Directors, will be) conditional, inter alia, upon the Placing proceeding and Admission becoming effective by no later than 8.00 a.m. on 23 July 2025 (or such later date as the Company and Zeus may agree, not being later than the Long Stop Date).

If such conditions are not satisfied, the Subscription will not proceed.

Directors' Subscription

The Subscribing Directors are intending to enter into Director Subscription Agreements pursuant to the Directors' Subscription when they are no longer in a close period for the purposes of MAR (and subject to them at that time not having any inside information or unpublished price sensitive information).

In the event that the Subscribing Directors are unable to subscribe for Subscription Shares on account of being in a close period for the purposes of MAR or otherwise being in possession of inside information or unpublished price sensitive information, the Subscribing Directors may subscribe post the expected date of Admission, in which case, admission of those Subscription Shares may occur separately from the Placing Shares, Subscription and Retail Shares but in any event not later than 8.00 a.m. on 29 August 2025.

Retail Offer

Pursuant to the terms of the Retail Offer, the Company has made the Retail Offer to Retail Investors only through Intermediaries via the Bookbuild platform.

Conditional on, amongst other things, the Resolution being duly passed at the General Meeting, the Placing proceeding and Admission, up to 54,545,454 Retail 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 £0.3 million (before expenses).

The Retail Shares are not part of the Placing and are not Placing Shares. The Retail Offer is not underwritten. No prospectus will be published in connection with the Retail Offer.

If the Retail Offer is taken up in full, the Retail Shares will represent approximately 4.7 per cent. of the Enlarged Share Capital. The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares then in issue.

Settlement and dealings

The New Shares will be issued credited as fully paid and will rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission.

Application will be made to the London Stock Exchange for the New Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Shares will commence on 8.00 a.m. on 23 July 2025, subject, inter alia, to the passing of the Resolution at the General Meeting.

For those Shareholders who hold New Shares in uncertificated form, it is expected that on 23 July 2025 the CREST account of Zeus will be credited with New Shares subscribed for in the Placing and the Retail Offer. Zeus will settle with investors from the Placing and the Retail Offer within CREST by delivery versus payment (DVP).

For New Shares to be held in certificated form (if any), it is expected that certificates of title will be despatched within 10 business days of Admission.

RELATED PARTY TRANSACTIONS

The Directors' Subscriptions and the Conversion, will, once they occur, constitute a related party transaction for the purposes of AIM Rule 13. The independent Director for the purposes of these intended transactions, being Andrew Tillery is required to consider, having consulted with Zeus, the Company's nominated adviser, whether the terms of the participation of each of the Subscribing Directors are fair and reasonable in so far as Shareholders are concerned. It is expected that this assessment will be undertaken at the time of the Directors' Subscriptions and the Conversion, shortly after the publication of the Company's final results for the year ended 31 December 2024 when the Directors are no longer in a closed period.

GENERAL MEETING

A Circular and Notice convening the General Meeting to be held at the offices of Hill Dickinson LLP at The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. on 22 July 2025 will be posted to Shareholders shortly, at which the following Resolution will be proposed as a special resolution, for the purposes of the Fundraising:

Resolution:

Under section 60B of the Companies Law, every time a Cypriot public company issues shares for cash, it must first offer those shares to its shareholders on a pro rata basis. The rights of pre-emption in section 60B of the Cyprus Companies Law, Cap 113 may, however, be disapplied by a special resolution of Shareholders in a general meeting of the Company.

Pursuant to section 60B(5) of the Companies Law, this document constitutes a written report required to be presented to all Shareholders setting out the reasons for exclusion of the rights of pre-emption in relation to the allotment of shares and justifying the proposed issue price.

The Resolution, as set out in the Notice, seeks approval to authorise the directors to allot, or grant rights to subscribe for up to 606,115,000 Ordinary Shares, as if the rights of pre-emption in Section 60(B) of the Companies Law did not apply. This authority should be sufficient to cover the New Shares which may be issued pursuant to the Fundraising and the Directors' Subscription. In accordance with the terms of Resolution, such authority, unless previously revoked or renewed will expire on 30 September 2025.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2025

Notes:

• All of the above times refer to London time unless otherwise stated.
• The admission and commencement of dealings in the New Shares on AIM are conditional on, inter alia, the passing of the Resolution at the General Meeting.

APPENDIX I

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and/or any equivalent requirements elsewhere to the extent determined to be applicable, and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Zeus will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Introduction

No prospectus or other offering document

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 prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by (i) the FCA or (ii) any competent authority of any Relevant Member State, in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Details of the Placing Agreement and the Placing Shares

As part of the Placing, the Company has agreed that it will not for a period of 90 days from Admission (without the prior consent of Zeus, such consent not to be unreasonably withheld or delayed), enter into any commitment, agreement or arrangement or knowingly do or permit to be done any other act or thing which, in any such case, constitutes a significant change in a matter contained in the Issue Documents or a significant new matter capable of affecting assessment of the Placing Shares in accordance with the AIM Rules or might otherwise be material in the context of the Fundraising or which would give rise to any obligation to make an announcement in accordance with the AIM Rules or which may involve any obligation (whether contingent or otherwise) to allot any shares in the capital of the Company.

Application for admission to trading

Subject to, amongst other things, the Resolution being passed by the requisite majorities at the General Meeting, it is expected that settlement of the Placing Shares, the Subscription Shares and the Conversion Shares, and Admission will become effective on or around 8:00 a.m. on the Admission Date and that dealings in such Shares on AIM will commence at the same time or such later time and/or dates as the Company and Zeus may agree (being in any event no later than 8:00 a.m. on the Long Stop Date). The Placing and the Subscription are not conditional upon the Retail Offer. The Retail Offer is not part of the Placing nor the Subscription. The Subscription is conditional upon the Placing. If the conditions relating to the issue of the Placing Shares are not satisfied or the Placing Agreement is terminated in accordance with its terms, the Placing Shares will not be issued and the Retail Offer and the Subscription will not proceed.

Principal terms of the Placing

• The price per Placing Share (the "Issue Price") is fixed at 0.55 pence.
• The Issue Price is payable to Zeus (as agent for the Company) by all Placees.
• Each Placee's allocation and whether such Placee participates in the Placing will be determined by Zeus in its reasonable discretion following consultation with the Company and will be confirmed to Placees by Zeus.
• Each Placee's commitment will be confirmed in and evidenced by a Recorded Commitment. These Terms and Conditions will be deemed incorporated into the contract which is entered into by way of a Recorded Commitment, and each Placee's allocation and commitment to acquire Placing Shares will be made on and subject to the Terms and Conditions and will be legally binding on the relevant Placee(s) on behalf of whom the commitment is made with effect from the end of the Recorded Commitment and, except with Zeus' prior written consent, will not be capable of variation or revocation after such time. Without prejudice to the foregoing, a contract note recording each Placee's commitment will be sent to them following the Recorded Commitment. These Terms and Conditions shall be deemed incorporated into any such contract note.
• Zeus reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Zeus also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Zeus. Zeus may also, notwithstanding paragraphs 6 and 7 above, subject to the prior consent of the Company:
• Any Placees who are existing shareholders of the Company undertake that they shall vote in favour of the Resolution to be proposed at the General Meeting.
• To the fullest extent permissible by law and applicable FCA rules and regulations, none of:
• Zeus;
• any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur (subject to the Resolution having been duly passed at the General Meeting), on 22 July 2025 (the "Admission Settlement Date"), in accordance with the contract notes or electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis unless otherwise notified by Zeus.

Conditions of the Placing

• the Company having complied, in the opinion of Zeus (acting in good faith), with its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission and there having occurred no material default or breach by the Company of its terms at any time immediately prior to Admission;
• each Subscribing Director having executed the legally binding Director Subscription Agreement and the aggregate subscription monies having been received by the Company in respect of the Director Subscriptions;
• Youval Rasin having executed the legally binding Director Subscription Agreement in respect of the Conversion and, subject only to Admission, the Conversion having completed;
• the Resolution having been passed at the General Meeting (or any adjournment thereof) by the requisite majority without amendment;
• in the opinion of Zeus (acting in good faith), none of the warranties and undertakings contained in the Placing Agreement ("Warranties") being untrue, inaccurate or misleading at the date of the Placing Agreement or having ceased to be true and accurate or having become misleading at any time following the date of the Placing Agreement and up to and including the time of Admission with reference to the facts and circumstances subsisting at that time, which in any case is material;
• the obligations of Zeus not having been terminated pursuant to the Placing Agreement prior to Admission; and
• Admission becoming effective by not later than 8:00 a.m. on the Admission Date or such later time or date (being not later than 5:00 p.m. on the Long Stop Date), as the Company and Zeus may agree in writing.

Zeus may, in its absolute discretion and upon such terms as it thinks fit, waive compliance by the Company with certain of the Company's obligations in relation to the Placing Conditions in the Placing Agreement which are capable of waiver, in whole or in part, or extend the time provided for fulfilment of one or more Placing Conditions, save that the Placing Conditions in respect of the passing of the Resolution referred to in paragraph (b) above and the Placing Condition relating to Admission referred to in paragraph (e) above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Termination of the Placing

Zeus may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, in the opinion of Zeus, inter alia:

• any statement contained in the Announcement, the investor presentation relating to the Placing or the Circular or any other announcement, presentation or document issued by or on behalf of the Company in connection with the Placing has become untrue, incorrect or misleading or a new matter has arisen or a change has taken place which would, if such document were published at that time, constitute a material omission therefrom;
• there has been a breach of any Warranty, or any fact or circumstance has arisen which has caused or might cause any Warranty to become untrue, inaccurate or misleading when made and/or that any of the Warranties has ceased to be true or accurate or has become misleading at any time prior to Admission, in each case by reference to the facts and circumstances subsisting at that time;
• any matter or circumstance has arisen which would be likely to give rise to an entitlement on the part of any indemnified person to make a claim under any of the indemnities contained in the Placing Agreement;
• the Company has not complied with its obligations under the Placing Agreement or under the Terms and Conditions (to the extent that such obligations fall to be complied with prior to Admission); or
• in the opinion of Zeus, there is a material adverse change in the financial position, business or prospects of the Group.

Representations, warranties and further terms

• is required under the UK Prospectus Regulation or any other applicable law; and
• has been or will be prepared in connection with the Placing,

and, in particular, that the Subscription and Retail Offer referred to in the Announcement and in the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;

6.

• it and/or each person on whose behalf it is participating:
• has fully observed such laws and regulations;
• it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or be located in or have an address in, or be subject to the laws of, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
• it understands that the Placing Shares will be restricted securities and it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:
• pursuant to another exemption from registration under the Securities Act, if available,
• the person who it specifies for registration as holder of the Placing Shares will be:
• the Placee; or
• a nominee of the Placee, as the case may be;
• it:
• is not a person:
• it is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and
• time is of the essence as regards its obligations under these Terms and Conditions;
• the Placing Shares will be issued subject to these Terms and Conditions; and

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Zeus and the Company and are irrevocable.

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

APPENDIX II

DEFINITIONS