Proposed Placing, Subscription and Retail Offer

Phoenix Copper Limited (AIM: PXC, OTCQX: PXCLY), the AIM-quoted USA-focused base and precious metals emerging producer and exploration company, announces its intention to raise approximately £2.2 million (before expenses) through the issue of new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") at 11.5 pence per Ordinary Share (the "Issue Price") (the "Fundraise") to fund the purchase of mining and processing equipment (as detailed below) at a potential substantial discount to new value, and for general working capital purposes, whilst the Company continues to work towards completion of the Company's proposed corporate bond issue.

Summary

• The Company intends to raise approximately £2.2 million, in aggregate, pursuant to the Fundraise (further details outlined below). The allotment and issue of the new Ordinary Shares pursuant to the Fundraise will be within the Company's existing share authorities granted at the Company's annual general meeting in June 2023.
• Certain Directors of the Company and members of the Company's advisory board have indicated their intention to participate in the Fundraise, by way of a direct subscription with the Company.
• The Directors intend that net proceeds of the Fundraise will be used to fund the purchase of mining and processing equipment (as detailed below and subject to agreement of terms) at a substantial discount to new value, and for general working capital purposes. In the unlikely event that the purchase of the mining equipment does not progress, all the net proceeds will be used for general working capital purposes and to progress the work at the Company's Empire Open Pit Mine in Idaho.
• In addition to the Fundraise, and as previously announced on 5 January 2024, the Company remains in advanced discussions on its proposed corporate copper bond financing and remains in negotiations with the lender to roll the Company's existing short-term loan facility into a new and larger facility before the repayment date of 23 March 2024. During such discussions the lender has agreed to waive its conversion rights on the short-term loan facility for one month from 25 January 2024.
• In the event that the Bond Financing does not complete and a new facility is not put in place before 23 March 2024, the Company will be required to seek alternative sources of funding to fund the future working capital and capex requirements of the Company, and to repay the Facility.

The Fundraise, which is being undertaken whilst the Company continues to work towards completion of the Company's proposed corporate bond issue, will comprise:

• a placing raising approximately £1.2 million (the "Placing") through the issue of new Ordinary Shares (the "Placing Shares") at the Issue Price;
• a subscription of approximately £1.0 million (the "Subscription") by certain Directors, advisory board members of the Company and certain other investors for new Ordinary Shares (the "Subscription Shares"); and
• a retail offer of up to £0.2 million to eligible existing retail Shareholders on the BookBuild Platform at the Issue Price (the "Retail Offer"). The Retail Offer aims to provide existing retail investors in the UK with an opportunity to participate in the Fundraise. A separate announcement will be made in due course regarding the Retail Offer and its terms.

The Placing is subject to the terms and conditions set out in Appendix III to this Announcement. Panmure Gordon (UK) Limited ("Panmure Gordon") and WH Ireland Limited ("WH Ireland") are acting as joint bookrunners (the "Joint Bookrunners") in connection with the Placing. Tavira Financial Limited ("Tavira") are acting as lead bookrunner for the Subscription. The allotment and issue of the Placing Shares, and any new Ordinary Shares pursuant to the Retail Offer and Subscription, will take place pursuant to the Company's existing share authorities granted at the Company's annual general meeting in June 2023.

Rationale for the Fundraise

As announced on 18 January 2024, the pre-feasibility study ("PFS") for the Empire Open-Pit Mine is nearing completion and, barring any unforeseen delays, is anticipated for delivery to the Company by late Q1 2024 or early Q2 2024. The final PFS report will include a comprehensive mine plan, mineral processing design, compliant mineral reserves calculated as deliverable metal for smelting or refining, net of mining dilution, detailed operating and capital cost estimates, and final economic analysis and cashflow. The completion of this report will represent a significant milestone for the Company and will enable the Directors to make final amendments to the Plan of Operations for permitting purposes and, subject to finance, to procure the remaining capital equipment items.

The milling and recovery process developed for the Empire Open-Pit Mine is crush-grind and acid tank leach-cementation copper. As part of the estimation and pricing of capital equipment for the PFS, the Company has been given an opportunity to purchase certain equipment in good operating condition at a significant discount to the price of that equipment when new. If it completes, this purchase should give the Company a significant capex reduction and the Directors anticipate it will have a material impact on the PFS economic analysis, as well as reducing the time required to purchase certain long lead-time items.

The Company is anticipating purchasing, amongst other items, a grinding circuit and related components, including spare parts (the "Equipment"). The purchase of any Equipment is subject to negotiations and completion of final purchase documentation.

Use of Proceeds and working capital

As set out above the net proceeds of the Fundraise will be used to progress the purchase of the Equipment (including taxes and shipping) and for general working capital purposes. In the unlikely event that the purchase of the Equipment does not complete, all funds will be applied for general working capital purposes and to progress the work at the Company's Empire Open Pit Mine in Idaho, USA.

In addition to the Fundraise, and as previously announced on 5 January 2024, the Company remains in advanced discussions with a number of interested bond investors in relation to the Company's proposed corporate copper bond financing which is intended to finance construction of the Empire Open-Pit Mine in Idaho, USA (the "Bond Financing"). Furthermore, with respect to its $2 million short-term loan facility (the "Facility"), the lender has agreed to waive its conversion rights for one month from 25 January 2024, whilst the Company remains in negotiations with the lender to roll the Facility into a new and larger facility before the repayment date of 23 March 2024. The Directors remain confident that the Bond Financing will be closed and that the Facility will be rolled into a new and larger facility. At this stage, however, there can be no certainty that the Company will receive the Bond Financing or that the Facility will be rolled into a new facility.

In the event that the Bond Financing does not complete and a new facility is not put in place before 23 March 2024, the Company will be required to seek alternative sources of funding to fund the future working capital and capex requirements of the Company, and to repay the Facility. Further announcements relating to the Bond Financing and the Facility will be made as appropriate.

The Fundraise

The Placing

The Placing is being conducted by the Joint Bookrunners. A placing agreement has been entered into between the Company and the Joint Bookrunners in connection with the Placing (the "Placing Agreement"). The Placing is not being underwritten.

The Placing Shares are being offered by way of the Bookbuild, which will open immediately following the release of this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course.

The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Joint Bookrunners.

Members of the public are not eligible to take part in the Placing.

The Placing is conditional upon, amongst other things, the admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission") becoming effective and the Placing Agreement between the Company and the Joint Bookrunners becoming unconditional and not having been terminated in accordance with its terms.

The Joint Bookrunners have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate or are misleading when given or the Company fails to comply with any of its obligations under the Placing Agreement prior to Admission. The Joint Bookrunners may also terminate the Placing Agreement if there has been, or is reasonably likely to occur, a material adverse change in national or international political, military, diplomatic, economic, financial or market conditions (including disruption to trading on any relevant stock exchange) or currency exchange rates or exchange controls or any statutory or regulatory matter, which in the opinion of the Joint Bookrunners has a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable.

If this termination right is exercised, or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The Subscription

Marcus Edwards-Jones, Ryan McDermott, Richard Wilkins and Andre Cohen, being Directors of the Company, Dennis Thomas and Harry Kenyon-Slaney, being members of the Company's Advisory Board, and certain other investors have indicated their intention to subscribe for new Ordinary Shares at the Issue Price pursuant to the terms and conditions of subscription letters to be entered into between the relevant Directors and the Company on or about the date hereof.

The Subscription Shares will be subscribed for on the basis agreed pursuant to subscription agreements between the Company and the relevant subscribers, rather than pursuant to the terms and conditions of the Placing contained in the Appendix III to this Announcement.

Tavira is acting as lead bookrunner for the Subscription and further details relating to the Subscription, including the total number of new Ordinary Shares to be subscribed for and the aggregate gross proceeds of the Subscription, will be announced as soon as practicable after closure of the Bookbuild.

The Retail Offer

The Company also intends to raise up to £0.2 million by way of the Retail Offer. The issue of the Retail Offer Shares will be at the Issue Price and will also rely upon the existing authorities to allot equity securities granted at the Company's annual general meeting in June 2023.

The terms and conditions in respect of the Retail Offer will be set out in a separate announcement to be made shortly.

Completion of the Retail Offer is conditional upon the completion of the Placing but completion of the Placing is not conditional on the completion of the Retail Offer or the Subscription

Since 2017, Phoenix has carried out extensive drill programmes which have defined a NI 43-101 completed PEA (preliminary economic assessment) for an open pit heap leach solvent extraction and electrowinning ("SX-EW") mine, which was updated in October 2020. From the 2020 PEA, the measured and indicated resource is 22,909,059 tonnes at an average grade of 0.38% copper, 0.324 grammes per tonne ("g/t") gold, 10.3 g/t silver, and 0.19% zinc. The contained metal for the measured and indicated resource is 87,543 tonnes of copper, 238,406 ounces of gold, 7,595,198 ounces of silver and 43,871 tonnes of zinc.

In addition to Empire, the district includes the historic Horseshoe, White Knob and Blue Bird Mines, past producers of copper, gold, silver, zinc, lead and tungsten from underground mines. A new discovery at Red Star, 330 metres northwest of the Empire Mine proposed open pit, has revealed high grade silver / lead sulphide ore, and from three shallow exploration drill holes a maiden inferred resource of 103,000 tonnes containing 173.4 g/t silver, 0.85 g/t gold and 3.85% lead (1.6 million ounces silver equivalent) was reported in an NI 43-101 technical report published in May 2019. Additionally, the district includes Navarre Creek, a volcanic hosted precious metals target in a 16.09 sq km area. The Company's total land package at Empire comprises 8,434 acres (34.13 sq kms).

APPENDIX I

Expected Timetable of Principal Events

Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Joint Bookrunners or by an announcement through a Regulatory Information Service, as the case may be.

APPENDIX II

Definitions

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

APPENDIX III

Information to Distributors

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in their entirety. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if the Joint Bookrunners confirms to such Placee its allocation of Placing Shares.

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

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners and the Company have entered into a Placing Agreement, under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not being underwritten by the Joint Bookrunners or any other person.

The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares, are at the discretion of the Joint Bookrunners, following consultation with the Company. Allocations will be confirmed orally or by email by the Joint Bookrunners following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing Shares. Subject (amongst other things) to the passing of the Resolution, it is expected that settlement of any such shares and Admission will become effective at 8.00 a.m. on or around 1 February 2024 and that dealings in the Placing Shares will commence at that time.

Placing

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

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

The principal terms of the Placing are as follows:

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

Conditions of the Placing

The Joint Bookrunner's obligations under the Placing Agreement are conditional on, inter alia:

• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission becoming effective by no later than 8.00 a.m. on 01 February 2024 or such other date and time as may be agreed between the Company and the Joint Bookrunners, not being later than 8.00 a.m. on 29 February 2024 (the "Long Stop Date"); and

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

Right to terminate the Placing Agreement

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

• if any of the warranties given in the Placing Agreement are not true and accurate or are misleading when given;
• the Company has failed to comply with its obligations under the Placing Agreement in the period prior to Admission;
• there has been, or is reasonably likely to occur, a material adverse change in national or international political, military, diplomatic, economic, financial or market conditions (including disruption to trading on any relevant stock exchange) or currency exchange rates or exchange controls or any statutory or regulatory matter, which in the opinion of the Joint Bookrunners has a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable.

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

No Admission Document or Prospectus

Registration and Settlement

Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Joint Bookrunners, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

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

Settlement of transactions in the Placing Shares (ISIN: VGG7060R1139) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Bookrunners reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will take place in accordance with the instructions set out in the contract note or trade confirmation.

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

Representations, Warranties and Further Terms

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

4. that these terms and conditions represent the whole and only agreement between it, the Joint Bookrunners and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

• that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners is not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described herein;
• that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Joint Bookrunners or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;
• that neither the Joint Bookrunners or the Company or any of their respective affiliates, agents, directors, officers, consultants or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;
• that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Joint Bookrunners or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;
• that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Joint Bookrunners;
• that, unless otherwise agreed by the Joint Bookrunners, it is a Qualified Investor;
• that, unless otherwise agreed by the Joint Bookrunners, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;
• that any money held in an account with the Joint Bookrunners (or their respective nominees) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Joint Bookrunners' (or their respective nominees') money in accordance with such client money rules and will be used by the Joint Bookrunners in the course of its own business and each Placee will rank only as a general creditor of the Joint Bookrunners;
• that it appoints irrevocably any director of either of the Joint Bookrunners as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;
• that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Joint Bookrunners nor the Company has considered its particular objectives, financial situation and needs;
• that it will indemnify and hold the Company and the Joint Bookrunners and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Joint Bookrunners will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Joint Bookrunners and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Joint Bookrunners for itself and on behalf of the Company and will survive completion of the Placing and Admission;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Joint Bookrunners to provide any legal, financial, tax or other advice to it;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993, FSMA and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which the Joint Bookrunners may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide in its absolute discretion;
• that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;
• that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Joint Bookrunners;
• that the Joint Bookrunners owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• that the Joint Bookrunners may, in their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;
• undertakes that it (and any person acting on its behalf) 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 herein, failing which the relevant Placing Shares may be placed with other acquirers or sold as the Joint Bookrunners may in their 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 Issue Price and the number of Placing Shares allocated to it and may be required to bear any stamp duty, stamp duty reserve tax or other similar taxes (together with any interest or penalties) which may arise upon the sale of such Placee's Placing Shares;
• that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to acquire, and that the Joint Bookrunners and/or the Company may call upon it to acquire a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum; and

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