Proposed equity fundraising via ABB

Fundraising to accelerate contracts and sales pipeline

EnSilica plc (AIM: ENSI), a leading fabless microchip maker with a growing portfolio of reusable IP, serving the Space and Communications, Industrial, and Automotive markets, announces its intention to conduct an equity fundraising to raise gross proceeds of up to £14 million by way of a placing and subscription, as well as a retail offer to raise up to £1 million (together, the "Fundraising").

Ian Lankshear, CEO of EnSilica, commenting on the Fundraising:

"EnSilica has never had a stronger pipeline of opportunities. Existing and new customers, particularly Space and Photonics businesses, need support to keep up with the growth in their sectors and are asking us to bid for valuable new projects. The Fundraising will enable EnSilica to compete strongly and deliver on new projects and thereby continue the exciting growth trajectory that we are currently seeing across our business."

Rationale for the Fundraising

In March 2026 the Company successfully raised £10 million through an equity fundraising. This enabled the Company to make material strategic progress and secure contracts with an expected aggregate lifetime value of up to US$175 million, all of which contributed to the Company achieving a record performance for the financial year ended 31 May 2026 ("FY2026"), as announced on 23 June 2026. The new contracts increased the Group's expected lifetime supply revenues to US$375 million and helped deliver 80 per cent. revenue coverage for the financial year ending 31 May 2027 ("FY2027").

In addition, the Group announced it had increased its sales opportunities pipeline by 50 per cent. to US$600 million. This uplift in opportunity is substantial and the board of directors of EnSilica (the "Board" or the "Directors") believes that undertaking the Fundraising will support the Group's ability to convert these opportunities to contracted revenues, while ensuring that there are sufficient skilled personnel to deliver on projects and thereby continue this acceleration in the Group's growth trajectory.

In particular, the Board recognises that there is a substantial market opportunity in the space sector with the global satellite communication ("SatCom") market due to grow from US$98 billion to US$223 billion from 2025 to 2033, representing a compound annual growth rate ("CAGR") of 11 per cent. (Satellite Communication Market Size & Share Report, 2033). Within this sector EnSilica has identified opportunities with satellite user terminal ASSPs (application specific standard parts) and satellite payload beamforming application specific integrated circuits ("ASICs"), as well as positioning, navigation and timing ("PNT") components. In this regard, EnSilica has already secured:

• a US$3.8 million payload ASIC contract with a leading European satellite provider;
• a user terminal ASSP design contract with a leading European satellite provider with potential future supply revenue in excess of US$50 million; and
• US$30 million in lead customer and space agency funding to progress SatCom projects.

The opportunity is building and the Company currently has four satellite chips sampling with customers and three engagements with major operators for satellite user terminal ASSPs.

Outside of the space sector, the Board recognises a significant and rapidly growing opportunity in photonics. Photonic integrated circuits ("PICs") transmit data using light rather than electrons, enabling substantially higher bandwidth, lower power consumption and reduced heat generation compared with conventional copper electronic interconnects. These advantages are increasingly important in addressing the escalating cost, power and cooling challenges of AI (artificial intelligence) data centres.

The global PICs market is forecast to grow from approximately US$15 - US$20 billion today to between US$86 - US$96 billion by 2034/2035, representing a CAGR of around 20 per cent. (Fortune Business Insights, May 2026).

In 2024, the Company secured a data-centre photonics controller ASIC development programme with Oriole Networks Ltd ("Oriole"). Oriole has publicly announced a collaboration with Advanced Micro Devices, Inc. ("AMD") to develop photonic networking technology for AI infrastructure. The Company believes that this programme demonstrates the potential scale of the emerging photonic networking market and the opportunity for electronic control ASICs within future AI infrastructure.

The Fundraising will provide the Company with the requisite capital base to invest in these growth opportunities while being better placed to respond to new opportunities that may arise to enhance future growth prospects.

Fundraising summary

• The Fundraising will raise gross proceeds of up to £15 million through the proposed issue of up to 16,483,516 new ordinary shares of 0.1 pence each in the share capital of the Company ("Ordinary Shares") at 91 pence per new Ordinary Share (the "Issue Price"), and will be undertaken through:
• a placing of up to 15,381,315 new Ordinary Shares ("Placing Shares") to new and existing institutional investors ("Placees") at the Issue Price to raise up to £14 million (the "Placing");
• an anticipated direct subscription of 3,300 new Ordinary Shares ("Subscription Shares") at the Issue Price to raise approximately £3k (the "Subscription"); and
• a retail offer to new UK retail investors and existing shareholders of up to 1,098,901 new Ordinary Shares ("Retail Offer Shares") at the Issue Price to raise up to £1 million (the "Retail Offer").
• The net proceeds of the Fundraising will be used to:

o Accelerate the SatCom ASSPs development roadmap;

o Increase satellite payload as well as PNT engineering capacity in-house;

o Expand photonics customer opportunities through additional engineering capacity;

o Secure dedicated manufacturing working capital to scale chip supply; and

o Provide additional balance sheet flexibility to address potential additional SatCom, satellite payload and photonic wins and other opportunities, as well as for general working capital.

• The Placing is being made available to certain institutional investors but is not available to the public and will be conducted by way of an accelerated bookbuild ("Bookbuild") which will open immediately following release of this Announcement in accordance with the terms and conditions set out in Appendix I.
• Allenby Capital Limited ("Allenby Capital") and Panmure Liberum Limited ("Panmure Liberum") are acting as joint bookrunners and joint brokers in respect of the Placing (together, the "Bookrunners").
• The final number and allocation of the Placing Shares will be determined by the Bookrunners in consultation with the Company and the result of the Placing and the Subscription will be announced as soon as practicable after the closing of the Bookbuild.
• The Retail Offer is expected to be launched shortly after the announcement of the completion of the Bookbuild.
• a firm placing of up to 11,787,723 Placing Shares (the "First Tranche Placing Shares") at the Issue Price to be issued pursuant to the Company's existing authorities to issue and allot equity securities on a non-pre-emptive basis, granted at the general meeting of the Company on 7 April 2026 (the "First Tranche Placing"); and
• conditional on the passing of the Resolutions at the General Meeting (as described further below), a further placing of up to 3,593,592 Placing Shares (the "Second Tranche Placing Shares") (the "Second Tranche Placing"), the Subscription and the Retail Offer at the Issue Price.

Retail Offer

In addition to the Placing and the Subscription, the Company announces that there will be a separate conditional Retail Offer to new UK retail investors and existing shareholders of the Company via the BookBuild Platform to raise up to £1 million (before expenses) at the Issue Price. This is to provide new UK retail investors and existing shareholders of the Company an opportunity to participate in the Fundraising.

Those investors who subscribe for Retail Offer Shares will do so pursuant to the terms and conditions of the Retail Offer contained in a separate announcement to be released by the Company following the close of the Bookbuild.

The Retail Offer Shares will form part of the second tranche of the Fundraising, and therefore their issue will be conditional, inter alia, upon the passing of the Resolutions at the General Meeting (as described further below) and will complete at the same time as the Second Tranche Placing.

The Retail Offer is subject to a minimum subscription of £100 per investor and will be open to new retail investors and existing shareholders of the Company within the United Kingdom via certain intermediaries registered with the BookBuild Platform.

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

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

Further details of the Fundraising and the background to and rationale for it are set out further below.

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

This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices' and the terms and conditions of the Placing (representing important information for invited Placees only) in Appendix I to this Announcement.

Since the £10.0 million equity fundraising announced by the Company on 12 March 2026, EnSilica has made strategic progress across each of the key objectives outlined at that time, as summarised below:

(i) Progress user-terminal ASSP chips to accelerate potential supply revenues: Taking advantage of the significant momentum seen in the satellite communications sector, the Company has committed investment in its critical satellite communications components to production readiness and in-turn unlocked commercial engagements. For example, on 23 April 2026, the Company announced that it had entered two landmark development contracts with a leading European satellite operator, covering a user terminal contract potentially worth in excess of US$50 million as well as a US$3.8 million satellite payload contract (the "SpaceTech Contracts"). The SpaceTech Contracts include a combination of ASIC and ASSP solutions. Every ASIC and ASSP design adds to EnSilica's IP pool, with the benefit of ASSPs (a chip built around a specific function or market) being readily available to multiple customers.

• Scale semiconductor supply revenues in growth sector: As announced on 11 June 2026, the Company completed the production tape-out of an Edge-AI chip for a customer operating in the AI sector. This milestone released a US$5 million non-recurring engineering ("NRE") and tape-out fee, to be recognised across FY2026 and FY2027, and positions the programme to enter the production phase and associated semiconductor supply revenues, which are estimated to be up to US$50 million over five years.
• Strengthen EnSilica's position in the automotive semiconductor market: With a strengthened balance sheet, the Company was able to successfully position itself in a competitive tender process to secure a seven-year manufacturing and supply contract for an Arm-based sensing chip with a German manufacturer of automotive components. As announced on 1 June 2026, this manufacturing and supply contract is expected to generate approximately US$75 million in revenue over the contract period, with the associated wafer volumes also expected to strengthen the Company's strategic relationships with its semiconductor manufacturing partners.

In addition to the above progress, the Company's year-end trading update, announced on 23 June 2026, demonstrates continued momentum in the business. In this regard, expected lifetime supply revenues currently stand at US$375 million (US$250 million at the end of February 2026) and the new business sales pipeline stands at US$600 million (even after US$125 million of contract wins transferred from the pipeline into supply revenues). EnSilica currently has 5 chips in the supply phase and 14 chips in the design phase (with future supply expected) and is targeting 3 to 4 new design and supply contracts annually.

While these sales and revenue opportunities are positive, the Board is mindful of the capital requirements associated with taking on new opportunities in light of the Company's existing contracted commitments. Accordingly, the Board has proposed the Fundraising to exploit these opportunities, and specifically to enable the Company to:

(i) Accelerate the SatCom ASSP development roadmap (up to £5m): The Board recognises that SatCom user terminals represent a substantial market opportunity. In particular, the global SatCom market is due to grow from US$98 billion to US$223 billion from 2025 to 2033, representing a CAGR of 11 per cent. and the service addressable market is expected to scale approximately five times by 2030. The Fundraising will enable EnSilica to accelerate the development of three critical SatCom user terminal components: distributed digital beamformer, Ka-band RF integrated circuits, and 5G NTN (non-terrestrial network) modem chips. Development of these components has been validated by the landmark SpaceTech Contracts and is expected to unlock additional matched funding from the Company's existing UK Space Agency award.

(ii) Increase satellite payload as well as PNT engineering capacity in-house (up to £3.5m): Recruiting additional specialist workforce capacity will reduce EnSilica's reliance on outsourced services and help position EnSilica to secure follow-on phases connected to the existing US$3.8 million satellite payload contract from the SpaceTech Contracts. Additional specialist workforce capacity will also address resourcing capacity constraints associated with two further satellite payload engagements which are currently at a funded-study phase. Completion of the funded-study phase of the two satellite payload engagements will also enable EnSilica to potentially accelerate the conversion of these engagements into revenue generating contracts.

(iii) Expand photonics customer opportunities through additional engineering capacity (up to £2.0m): Photonics is a key growth area for EnSilica, with the Company's expertise anchored by its ongoing data centre photonics controller ASIC contract with Oriole, announced in November 2024. Securing additional engineering capacity within this sector will enable EnSilica to support growing its datacentre photonics customer base and sales pipeline and reduce outsourcing dependency. For example, the Company is in active discussions in relation to AI-based (artificial intelligence) data-centre photonics controllers. EnSilica also sees further potential interest in associated quantum computing applications.

(iv) Secure dedicated manufacturing working capital to scale chip supply (up to £3.0m): EnSilica has a demonstrated ability to scale chip supply volumes, having achieved a major shipment milestone of over ten million ASICs delivered for use in a premium automotive manufacturer's vehicles in 2025. As contracted supply revenues scale, including in respect of the US$75 million German automotive supply contract, EnSilica's demand for key inventory items increases. The Fundraising will enable EnSilica to allocate additional funding to inventory, wafer, foundry and OSAT (outsourced semiconductor assembly and test) commitments, in-turn releasing capital for new leads.

• Strengthened balance sheet (up to £1.5m): Provide additional balance sheet flexibility to address potential additional SatCom, satellite payload and photonic wins and other opportunities, as well as for general working capital.

The indicated allocations of the use of proceeds are based on the maximum amount being raised under the Fundraising. In the event that a lesser amount is raised pursuant to the Bookbuild, or the Resolutions are not passed at the General Meeting and the Second Tranche Placing, Subscription and Retail Offer do not proceed, the allocations will be adjusted on a pro rata basis accordingly.

It is expected that the Placing will result in the issue of up to 15,381,315 new Ordinary Shares and the Subscription will result in the issue of 3,300 new Ordinary Shares, in each case at the Issue Price. Together the Placing and the Subscription are expected to raise up to £14 million before expenses for the Company. The Placing Shares and the Subscription Shares would, in aggregate, represent up to 11.54 per cent. of the Company's enlarged issued ordinary share capital, assuming no Retail Offer Shares are issued. The Placing will be completed in two tranches, with the Second Tranche Placing conditional on the passing of the Resolutions.

The Issue Price represents a discount of approximately 3.19 per cent. to the closing middle market price of 94 pence per Ordinary Share on 3 July 2026, being the latest practicable mid-market closing price prior to this Announcement.

Pursuant to a placing agreement dated 6 July 2026 between Allenby Capital, Panmure Liberum and the Company (the "Placing Agreement"), Allenby Capital and Panmure Liberum have conditionally agreed, as agents on behalf of the Company, severally to use their respective reasonable endeavours to procure subscribers for the Placing Shares. Allenby Capital and Panmure Liberum are not acting in relation to the Subscription.

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

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

Director participation

Kristoff Rademan, EnSilica's Chief Financial Officer, has indicated his intention to subscribe for 3,300 new Ordinary Shares at the Issue Price pursuant to the Subscription.

General Meeting

The Second Tranche Placing, the Subscription and the Retail Offer are conditional upon, amongst other things, the shareholders of EnSilica ("Shareholders") approving the passing of certain resolutions (the "Resolutions"), to be put to shareholders at a general meeting of the Company expected to be held on or around 27 July 2026 (the "General Meeting"). Such Resolutions will, if passed, grant to the Directors the authority to allot the Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares for cash on a non-pre-emptive basis.

The General Meeting is proposed to be held at the offices of Fieldfisher LLP at Riverbank House, 2 Swan Lane, London, EC4R 3TT at 10.00 a.m. on or around 27 July 2026, and the Company intends to publish and send a circular, which will include a notice convening the General Meeting, to Shareholders as soon as practicable following the closing of the Retail Offer next week (the "Circular"). A further announcement will be made in due course when the Circular is posted.

The First Tranche Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and First Admission (as described below) becoming effective.

The First Tranche Placing is not conditional on the passing of the Resolutions or the completion of the Second Tranche Placing, the Subscription or the Retail Offer. Should the Resolutions not be passed at the General Meeting, the Second Tranche Placing, the Subscription and the Retail Offer will not proceed. The First Tranche Placing will not be affected by any or all of the Second Tranche Placing, the Subscription and the Retail Offer failing to complete for any reason. However, the Second Tranche Placing, the Subscription and the Retail Offer are conditional upon the First Tranche Placing having completed.

Admission to AIM

Application will be made to the London Stock Exchange plc for admission of the First Tranche Placing Shares to trading on AIM, subject to completion of the Bookbuild ("First Admission"). Subject to completion of the Bookbuild, First Admission is expected to occur on or around 10 July 2026 or such later time and/or date as the Bookrunners and the Company may agree (being in any event no later than 8.00 a.m. on 24 July 2026).

Application will be made to the London Stock Exchange plc for admission of the Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares to trading on AIM, subject to, inter alia, completion of the First Tranche Placing and the passing of the Resolutions at the General Meeting.

The times and dates set out throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised times and dates which will also be notified to the London Stock Exchange and, where appropriate, shareholders of the Company. Shareholders of the Company may not receive any further written communication.

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

Notice to Distributors

UK Product Governance Requirements

EU Product Governance Requirements

Notice to overseas persons

General

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

Panmure Liberum, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Bookrunner and Joint Broker to the Company in connection with the Placing. Panmure Liberum will not be responsible to any person other than the Company for providing the protections afforded to clients of Panmure Liberum or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Panmure Liberum is not making any representation or warranty, express or implied, as to the contents of this Announcement. Panmure Liberum has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Panmure Liberum for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Panmure Liberum for its own fraud.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing, the Subscription or the Retail Offer. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information.

Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Bookbuild, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement (including Appendix I) in its entirety, to be making or accepting such offer on the terms and subject to the conditions of the Placing set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix I.

APPENDIX I

No prospectus

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Allenby Capital, Panmure Liberum or the Company or any other person and none of Allenby Capital, Panmure Liberum, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). 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.

Details of the Placing Agreement and the Placing Shares

Allenby Capital and Panmure Liberum (the "Bookrunners") are acting as joint brokers and joint bookrunners in connection with the Placing and have entered into a placing agreement with the Company (the "Placing Agreement") under which, on the terms and subject to the conditions set out in the Placing Agreement, each of the Bookrunners, as agents for and on behalf of the Company, has severally agreed to use its respective reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten by either of the Bookrunners or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed is 91 pence (the "Issue Price"). The timing of the closing of the book and allocations are at the discretion of the Bookrunners, in consultation with the Company.

By participating in the Placing, Placees agree to subscribe for Placing Shares. The Placing will be conducted in two tranches. An initial tranche of up to 11,787,723 Placing Shares (the "First Tranche Placing Shares") will be allotted and issued within the Directors' existing authorities to allot and issue Ordinary Shares in the Company on a non-pre-emptive basis. Allotment and issue of the balance of the Placing Shares (the "Second Tranche Placing Shares") will be subject inter alia to the passing of the necessary resolutions of the shareholders of the Company (the "Resolutions") at a General Meeting to be held on or around 27 July 2026. Allenby Capital and Panmure Liberum are acting as joint brokers and joint bookrunners in connection with the Placing. The Bookrunners shall have the right to determine, in their reasonable discretion, Placees' participation in the Placing as between the First Tranche Placing Shares and the Second Tranche Placing Shares (each, a "Tranche" of the Placing) in consultation with each Placee and the Company.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange plc for admission of the Placing Shares to trading on AIM.

It is expected that admission to trading on AIM of the First Tranche Placing Shares ("First Admission") will occur at 8.00 a.m. on 10 July 2026 (or such later time or date as the Bookrunners may agree with the Company, being no later than 8.00 a.m. on 24 July 2026) and that dealings in the First Tranche Placing Shares on AIM will commence at that time.

Subject to the passing of the Resolutions, it is expected that admission of the Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares ("Second Admission") will occur at 8.00 a.m. on 29 July 2026 (or such later time or date as the Bookrunners may agree with the Company, being no later than 8.00 a.m. on 12 August 2026) and that dealings in the Second Tranche Placing Shares, the Subscription Shares and the Retail Offer Shares on AIM will commence at that time.

Bookbuild

The Bookrunners will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees (the "Bookbuild"). 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 Placing Shares.

Participation in, and principal terms of, the Placing

1. The Bookrunners are severally acting as brokers and bookrunners to the Placing, as agent for and on behalf of the Company, on the terms and subject to the conditions of the Placing Agreement. Allenby Capital is acting as nominated adviser to the Company in connection with the Placing and Admission. Each of Allenby Capital and Panmure Liberum are authorised and regulated entities in the United Kingdom by the FCA and are acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company in relation to the matters described in this Announcement.

• Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by one of the Bookrunners. Each Bookrunner may itself agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of its group to do so.
• Following a successful completion of the Bookbuild, the Company will confirm the closing of the Placing via the Placing Results Announcement.
• To bid in the Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Allenby Capital or Panmure Liberum. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by the Bookrunners on the basis referred to in paragraph 6 below. Each Bookrunner reserves the right not to accept bids or to accept bids in part rather than in whole. The acceptance of the bids shall be at the Bookrunners' absolute discretion, subject to agreement with the Company.
• The Bookbuild is expected to close at or around 6.00 p.m. on 6 July 2026 but may be closed earlier or later at the discretion of the Bookrunners. The Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon the prior agreement of the Bookrunners) to vary the number of shares to be issued pursuant to the Placing, in its absolute discretion.
• In conducting the Placing, the Bookrunners shall jointly lead all consultation with the Company regarding the Placing process, the identity of the Placees and the pricing and allocation strategy, and shall keep each other reasonably informed of such discussions. The Bookrunners shall have the right to determine jointly, in their reasonable discretion, Placees' participation in the Placing as between the First Tranche Placing Shares and the Second Tranche Placing Shares in consultation with each Placee and the Company. Allocations will be confirmed orally by each Bookrunner to its respective Placees and a trade confirmation will be despatched as soon as possible thereafter. A Bookrunner's oral confirmation to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of that Bookrunner and the Company, to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price in respect of each such share on the terms and conditions set out in this Appendix and in accordance with the Articles of Association of the Company. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.
• Each Placee's allocation and commitment will be evidenced by a trade confirmation issued to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.
• To the fullest extent permissible by law, none of Allenby Capital, Panmure Liberum, the Company nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of Allenby Capital, Panmure Liberum, the Company, nor any of their respective affiliates, agents, directors, officers, employees or advisers shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of the conduct of the Placing or of such alternative method of effecting the Placing as the Bookrunners and the Company may agree.
• The Placing Shares will be issued subject to the terms and conditions of this Appendix and each Placee's commitment to subscribe for Placing Shares on the terms set out in this Appendix will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunners' conduct of the Placing.

Conditions of the Placing

The Placing is conditional, amongst others, upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Bookrunners' obligations under the Placing Agreement are conditional on customary conditions, (the "Conditions"), including (amongst others):

• First Admission occurring no later than 8.00 a.m. on 10 July 2026 (or such later time or date as the Bookrunners may otherwise agree with the Company, being no later than 8.00 a.m. on 24 July 2026);
• in respect of the Second Tranche Placing Shares only, the Resolutions having been passed;
• in respect of the Second Tranche Placing Shares only, Second Admission occurring no later than 8.00 a.m. on 29 July 2026 (or such later time or date as the Bookrunners may otherwise agree with the Company, being no later than 8.00 a.m. on 12 August 2026); and
• the Placing Agreement not having been terminated in accordance with its terms.

The Bookrunners may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of its obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof, save in respect of Conditions 1, 2 and 3 above relating to First Admission and Second Admission taking place and the passing of the Resolutions. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If: (i) any of the Conditions are not fulfilled or (where permitted) waived by the Bookrunners by the relevant time or date specified (or such later time or date as the Bookrunners may agree with the Company, being no later than 8.00 a.m. on 10 July 2026 in relation to the First Tranche Placing Shares or 8.00 a.m. on 29 July 2026 in relation to the Second Tranche Placing Shares); or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed (save to the extent that any Tranche of the Placing has already completed) and the Placees' rights and obligations hereunder in relation to any Tranche of the Placing Shares that has not been unconditionally issued at such time shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

Neither of the Bookrunners, nor 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 Bookrunners.

Right to terminate under the Placing Agreement

The Bookrunners are entitled, at any time before Second Admission becomes effective, to terminate the Placing Agreement in relation to any Tranche of the Placing Shares that has not at that time been unconditionally issued in accordance with its terms in certain circumstances including (amongst other things):

• a matter has arisen that is likely to give rise to a claim under any of the indemnities given by the Company to the Bookrunners under the Placing Agreement;
• the occurrence of certain material adverse changes or significant events;
• the occurrence of certain events of force majeure,

which, in each case, either of the Bookrunners (acting in good faith) considers is or would likely be material and prejudicial to the Placing.

In such circumstances, either Bookrunner may by written notice to the other Bookrunner and to the Company elect to terminate its obligations under this Agreement (an "Allenby Termination" in the case of Allenby, and a "Panmure Liberum Termination" in the case of Panmure Liberum). Upon any such termination, the parties to the Placing Agreement shall (subject to certain exceptions) be released and discharged, except for any liability arising before or in relation to such termination, from their respective obligations under or pursuant to the Placing Agreement in relation to any Tranche of the Placing Shares that has not been unconditionally issued at such time, subject to certain exceptions.

Where either Bookrunner gives notice to terminate the Placing Agreement , it shall simultaneously copy notice to the other Bookrunner. The non-terminating Bookrunner shall then have the right (but not the obligation), exercisable in its absolute discretion, to give written notice to the Company (copied to the terminating Bookrunner) within two Business Days of receipt of that termination notice electing to continue its obligations under the Placing Agreement as sole broker and sole bookrunner (an "Allenby Sole Broker Election" where Allenby makes such election following a Panmure Liberum Termination, and a "Panmure Liberum Sole Broker Election" where Panmure Liberum makes such election following an Allenby Termination). If such an election is made, the electing Bookrunner shall continue to be bound by the Placing Agreement as sole broker, and the terminating Bookrunner shall be released from all further obligations thereunder (save in respect of accrued rights and obligations and certain continuing provisions of the Placing Agreement). If no such election is made within the relevant two Business Day period, the termination shall be treated as a termination of the Placing Agreement in its entirety.

By participating in the Placing, each Placee agrees that (a) the exercise by the Bookrunners of any right of termination or of any other discretion under the Placing Agreement shall be within the absolute discretion of each Bookrunner and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise or failure to so exercise, and (b) its rights and obligations terminate only in the circumstances described above under "Right to terminate under the Placing Agreement" and "Conditions of the Placing", and its participation will not be capable of rescission or termination by it after oral confirmation by either Bookrunner of the allocation and commitments following the close of the Bookbuild.

Restriction on Further Issue of Shares

Under the terms of the Placing Agreement, the Company has undertaken to the Bookrunners that it will not, until the date falling 90 days from the date of Second Admission (or First Admission, if Second Admission has not become effective on or before 8.00 a.m. on 12 August 2026) offer, issue, sell, contract to sell, issue options, convertibles or derivatives in respect of or otherwise dispose of (including any sale or transfer or any disposition whatsoever, including an agreement to effect any of the foregoing or the creation of any option or charge which could lead to any of the foregoing) any Ordinary Shares or other securities of the Company or any other member of its group (or any interest therein or in respect thereof) or any other securities exchangeable for, or convertible into, or substantially similar to, Ordinary Shares or any share in any other member of the Company's group, or enter into any transaction having substantially the same effect or agree to do any of the foregoing, other than (i) as contemplated by the Placing Agreement; or (ii) with the prior written consent of the Bookrunners (such consent not to be unreasonably withheld or delayed).

By participating in the Placing, Placees agree that the exercise by the Bookrunners of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of the Bookrunners and that they need not make any reference to, or consult with, Placees and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BN7F1618) following Admission will take place within the computerised settlement system to facilitate transfer of the title to an interest in securities in uncertificated form operated by Euroclear UK & International Limited ("CREST"), subject to certain exceptions. The Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

The Company will deliver (or will procure the delivery of) each Tranche of the Placing Shares to a CREST account operated by each Bookrunner as agent for the Company and each Bookrunner will enter its delivery instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the First Tranche Placing Shares will take place on 10 July 2026 on a delivery versus payment basis, and (subject inter alia to the passing of the Resolutions) settlement in respect of the Second Tranche Placing Shares will take place on 29 July 2026 on a delivery versus payment basis.

Each Placee is deemed to agree that, if it does not comply with these obligations, each Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant Bookrunner's account and benefit, an amount equal to the aggregate amount owed by that Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax ("SDRT") or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued 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 Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or SDRT. If there are any circumstances in which any stamp duty or SDRT or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or SDRT is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither of the Bookrunners or the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Allenby Capital and Panmure Liberum (in their capacity as Bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

2. the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and EU Market Abuse Regulation (EU/596/2014) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended) ("UK MAR"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

• to be bound by the terms of the Articles of Association of the Company;
• the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither of the Bookrunners nor the Company will be responsible for any liability to stamp duty or SDRT or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Bookrunners and the Company on an after-tax basis in respect of any Indemnified Taxes;
• neither the Bookrunners nor any of their respective affiliates, agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;
• time is of the essence as regards its obligations under this Appendix;
• any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Bookrunners;
• in connection with the Placing, either of the Bookrunners and any of its affiliates acting as an investor for its own account may subscribe for Placing Shares and in that capacity may retain, purchase or sell for its own account such Placing Shares and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares to the Bookrunners or any of their respective affiliates acting in such capacity;
• The Bookrunners and their respective affiliates may enter into financing arrangements and swaps with investors in connection with which either Bookrunner and any of their respective affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;
• The Bookrunners do not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;
• neither Bookrunner owes any fiduciary or other duties to any Placee in respect of any discretions, obligations, representations, warranties, undertakings or indemnities in the Placing Agreement;
• its participation in the Placing is on the basis that it is not and will not be a client of either Bookrunner in connection with its participation in the Placing and that neither Bookrunner has any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any discretions, obligations, representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
• the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company (and such other persons specifically identified as accepting responsibility to certain parts thereto (if any)) and neither the Bookrunners nor any of their respective affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, the Placing Documents, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Placing Documents, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;
• it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by either Bookrunner nor the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;
• neither the Bookrunners nor the Company nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested either of the Bookrunners or the Company or any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;
• it may not rely, and has not relied, on any investigation that either Bookrunner, any of their respective affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and no such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;
• in making any decision to subscribe for Placing Shares it:
• will not look to either Bookrunner for all or any part of any such loss it may suffer;
• is able to sustain a complete loss of an investment in the Placing Shares;
• has no need for liquidity with respect to its investment in the Placing Shares;
• has conducted its own due diligence, examination, investigation and assessment of the Company and its group, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;
• duly authorised to do so and has full power to make the acknowledgments, representations and agreements in this Announcement on behalf of each such person; and
• will remain liable to the Company and/or the Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);
• it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) and will honour such obligations and that it has not taken any action or omitted to take any action which will or may result in either of the Bookrunners or the Company or any of their respective affiliates and its and their directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;
• it irrevocably appoints any duly authorised officer of the relevant Bookrunner as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Appendix;
• no action has been or will be taken by any of the Company or the Bookrunners or any person acting on behalf of the Company or the Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;
• it may be asked to disclose in writing or orally to the Bookrunners:
• if he or she is an individual, his or her nationality; or
• it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company nor either Bookrunner makes any representation or warranty with respect to the same. Accordingly, neither the Company nor the Bookrunners can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor either of the Bookrunners undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;
• if it is within the United Kingdom, it is a Qualified Investor as defined in Paragraph 15 of Part 2 of Schedule 1 of POATR and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;
• if it is a financial intermediary, as that term is used in POATR, the Placing 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 the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of the Bookrunners has been given to each proposed offer or resale;
• if in the United Kingdom, unless otherwise agreed by the Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
• it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by either of the Bookrunners in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;
• in order to ensure compliance with the Regulations, each of the Bookrunners (for itself and as agent on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Bookrunners or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Bookrunners' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identify each of the Bookrunners (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either of the Bookrunners and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;
• it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Appendix on the due time and date set out in this Announcement, failing which the relevant Placing Shares may be placed with other subscribers or sold as the relevant Bookrunner may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, SDRT or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;
• any money held in an account with a Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence, this money will not be segregated from the Bookrunners' money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee;
• its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that either of the Bookrunners or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;
• neither of the Bookrunners nor any of their respective affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and neither Bookrunner is acting for it or its clients, and that the Bookrunners will not be responsible for providing the protections afforded to clients or customers of the Bookrunners or for providing advice in respect of the transactions described in this Announcement;
• it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation, contract note or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Bookrunners' conduct of the Placing;
• the rights and remedies of the Company and each Bookrunner under the terms and conditions in this Appendix are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others; and
• these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England 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 (including any dispute regarding the existence, validity or termination of such contract or relating to any non- contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or either Bookrunner in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well as each Bookrunner and are irrevocable. Each of the Bookrunners and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings.

Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company and each Bookrunner to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, each of the Bookrunners and their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by either Bookrunner, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of that Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after completion of the Placing.

The Placing Shares will not be admitted to trading on any stock exchange other than AIM.

Allenby Capital Limited is authorised and regulated by the FCA in the United Kingdom and is acting as Nominated Adviser, Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. Allenby Capital's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

Panmure Liberum Limited is authorised and regulated by the FCA in the United Kingdom and is acting as Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the Placing and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Taxation

Such statements assume that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealings in the Placing Shares, stamp duty or SDRT or other similar taxes or duties may be payable, for which neither the Company nor either of the Bookrunners will be responsible and the Placees shall indemnify the Company and each Bookrunner on an after-tax basis for any stamp duty or SDRT or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or either of the Bookrunners in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Bookrunners accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company and each of the Bookrunners are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify the Bookrunners and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold either of the Bookrunners and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, SDRT and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.