REX Retail Offer

Emmerson PLC ("Emmerson" or the "Company"), the Moroccan focused potash development company, is pleased to announce a retail offer via REX (the "REX Retail Offer") of ordinary shares ("Ordinary Shares") of no par value in the capital of the Company (the "REX Retail Offer Shares").

In addition to the REX Retail Offer, the Company is also pleased to announce that it has entered into a subscription agreement with Global Sustainable Minerals Pte Ltd ("GSM") and Gold Quay Capital Pte Ltd ("GQC") (together the "Strategic Investors") whereby GSM will make an immediate equity investment of US$2.0 million (approximately £1.6 million) and GQC will make an investment of US$175k (approximately £139k) at a price of 1.75 pence per share (the "Subscription").The price of the REX Retail Offer Shares will also be 1.75 pence each.

A separate announcement has been made regarding the Subscription and its terms. For the avoidance of doubt, the REX Retail Offer is not part of the Subscription.

The REX Retail Offer and the Subscription are conditional on the New Ordinary Shares being admitted to trading on the AIM market of the London Stock Exchange plc ("Admission"). Admission is expected to take place at 8.00 a.m. on Monday 22 April 2024. Completion of the REX Retail Offer is conditional, inter alia, upon the completion of the Subscription.

REX Retail Offer

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the REX Retail Offer.

The Company is therefore making the REX Retail Offer open to eligible investors in the United Kingdom following release of this announcement through the financial intermediaries listed below.

Existing shareholders can contact their broker or wealth manager to participate in the REX Retail Offer. The following Intermediaries have already confirmed their participation in the offer:

• AJ Bell Securities Ltd
• Hargreaves Lansdown Asset Management Limited
• Interactive Investor Services Limited

The REX Retail Offer is expected to close at 1.00pm on 8 April 2024. Eligible shareholders should note that financial intermediaries may have earlier closing times.

Retail brokers wishing to participate in the REX Retail Offer on behalf of existing retail shareholders, should contact info@rexretail.com.

To be eligible to participate in the REX Retail Offer, applicants must be a customer of a participating intermediary (eg, one of the intermediaries listed above or such other Intermediary that participates in the REX Retail Offer) and, as at the date hereof or will be, prior to placing an order for REX Retail Offer Shares, shareholders in the Company which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations.

There is a minimum subscription of £50 per investor. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

The Company reserves the right to scale back any order under the REX Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under the REX Retail Offer without giving any reason for such rejection.

It is a term of the REX Retail Offer that the total value of the REX Retail Offer Shares available for subscription at the Issue Price does not exceed £240,000 (approximately US$300k).

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of MiFID II; and (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws") (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the REX Retail Offer Shares have been subject to a product approval process, which has determined that the REX Retail Offer Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Directive 2014/65/EU and the UK MiFID Laws (as applicable) (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of the REX Retail Offer Shares may decline and investors could lose all or part of their investment; the REX Retail Offer Shares offer no guaranteed income and no capital protection; and an investment in the REX Retail Offer Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the REX Retail Offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt LLP will only contact prospective applicants for participation in the REX Retail Offer who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Directive 2014/65/EU or the UK MiFID Laws; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the REX Retail Offer Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the REX Retail Offer Shares and determining appropriate distribution channels.

It is further noted that the REX Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company).