Proposed Placing, Subscription and Retail Offer

Phoenix Copper Limited (AIM: PXC), the AIM quoted, 100% USA focused base and precious metals emerging producer and exploration company, announces a proposed Placing and Subscription to raise gross proceeds of approximately £2.3 million (net proceeds of approximately £2.0 million) through the issue of c.460,000,000 new ordinary shares in the Company ("Placing Shares" or "New Ordinary Shares", together the "Fundraising"), and a proposed Retail Offer as detailed below to raise approximately £0.5 million. The Fundraising is conditional upon, amongst other things, the passing of the Resolutions at the Annual General Meeting of the Company to be convened for on or around 24 July 2026.

Summary

• The Company intends to raise gross proceeds of approximately £2.3 million, in aggregate, pursuant to the Placing and Subscription (further details outlined below)
• The Company also intends to launch a retail offer to raise approximately £0.5 million to eligible existing retail Shareholders on the BookBuild Platform at the Issue Price (the "Retail Offer").
• A director of the Company has indicated their intention to participate in the Fundraising, by way of the Subscription.
• The net proceeds from the Fundraising are intended to be used for the repayment of short-term debt (as detailed below), process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.
• The Issue Price is 0.5 pence per Ordinary Share, which represents a discount of approximately 54.5 per cent. to the closing mid-market price of 1.1 pence per Ordinary Share on 2 July 2026, being the latest practicable date prior to the announcement of the Fundraising.
• Completion of the Placing, the Subscription and the Retail Offer is expected to take place on or around 27 July 2026, subject to, and following, the passing of the Resolutions at the Annual General Meeting.

The Fundraising

The Fundraising will comprise:

• a placing to raise gross proceeds of approximately £1.7 million (the "Placing") through the issue of new ordinary shares (the "Placing Shares") at the Issue Price;
• a subscription to raise gross proceeds of approximately £0.6 million (the "Subscription") for New Ordinary Shares (the "Subscription Shares"); and
• a retail offer of approximately £0.5 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 Shareholders in the UK with an opportunity to participate in the Fundraising. A separate announcement will be made in due course regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. For the avoidance of doubt, the Retail Offer forms no part of the Placing.
• In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.

As set out above, the issue of the Placing Shares, Subscription Shares and Retail Offer Shares will be conditional (amongst other things) on the passing of the Resolutions to be proposed at the Annual General Meeting of the Company to be held on or around 24 July 2026 (or any adjournment thereof) which will renew the Company's authorities to issue shares on a non-pre-emptive basis.

Zeus is acting as sole broker in connection with the Placing. The Placing will be conducted by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming the closing of the Bookbuild and the number of New Ordinary Shares to be issued pursuant to the Placing and Subscription is expected to be made in due course.

The Placing is conditional upon (amongst other things) the Placing Agreement not having been terminated prior to Admission. The Placing is not conditional on a minimum amount being raised.

The expected timetable of principal events is set out in Appendix I to this Announcement.

Persons who have chosen to participate in the Placing, by making an oral or written offer to acquire Placing Shares, will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions herein, and to be providing the representations, warranties, agreements, acknowledgements and undertakings contained in Appendix III.

The Company announces a proposed Placing and Subscription to raise gross proceeds of approximately £2.3 million (USD$3.0 million) (net proceeds of approximately £2.0 million) through the issue of c.460,000,000 new ordinary shares in the Company ("Placing Shares" or "New Ordinary Shares", together the "Fundraising"), and a proposed Retail Offer as detailed below to raise approximately £0.5 million. The net proceeds of the Fundraising will be used, inter alia, for the repayment of short-term debt (as detailed below), engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.The Company will require share authorities to issue the New Ordinary Shares and the Warrants pursuant to the Fundraising. Accordingly, the Placing, Subscription and Retail Offer and the issue of the Warrants are each conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, to be convened for on or about 24 July 2026.

Admission of the New Ordinary Shares is expected to occur at 8.00 a.m. on or around 27 July 2026 (or such later time and/or date as Zeus and the Company may agree, not being later than 28 August 2026). The Placing Shares, Retail Offer Shares and Subscription Shares will rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the New Ordinary Shares after Admission.

Background to, and reasons for, the Fundraising

Phoenix Copper Limited is a US-focused base and precious metals emerging producer and exploration company whose flagship asset is the 80%-owned Empire project near Mackay, Idaho. In September 2024 the Company published a Pre-Feasibility Study ("PFS") for the Empire open-pit, outlining Proven and Probable mineral reserves of 10.1 million tonnes containing approximately 109.5 million pounds of copper, 104,000 ounces of gold and 4.65 million ounces of silver. The PFS demonstrated a pre-tax NPV (at 7.5%) of US$87.86 million, an internal rate of return of 46.4% and cumulative net free cash flow of approximately US$153 million over an eight-year mine life, with total cash costs of US$2.44 per copper equivalent pound. These figures were calculated with reference to the 3 year trailing average price of metals at the time of publication. The Company has since advanced the project through detailed engineering design and the procurement of pre-owned milling equipment and an assay laboratory at significant discounts to new, reducing estimated project capital expenditure. In its audited results for 2025, the Company reported investment in the Empire Mine of US$45.32 million, net assets of US$38.27 million and a reduced loss of US$4.40 million.

Beyond the open-pit, the Company's portfolio includes the Empire Copper Sulphide Vein System, a high-grade underground target where 2021 drilling intercepted 8.38% copper, 2.9 g/t gold, 187 g/t silver and 4.93% zinc, and the Navarre Creek grassroots gold exploration project, where 2023 drilling identified a continuous zone of anomalous gold mineralisation across the Lehman Creek target.

Construction of the Empire Mine remains to be fully financed. The Company entered into a subscription for US$80 million of non-convertible copper bonds, secured over its interests in the Empire Mine, with NIU Invest SE, but to date only an initial US$5 million has been advanced under that programme.

During 2025 the Company supplemented its resources through an equity raise and a US$2.1 million unsecured convertible loan facility with Indigo Capital LLP, of which US$1.564 million of principal remains outstanding.

The net proceeds of the Fundraising are intended to be used to repay the existing short-term debt with Indigo Capital LLP (as set out below), fund ongoing operational costs, advance detailed engineering at Empire and provide additional working capital. The Directors believe the Fundraising will provide the financial flexibility to sustain the Company for the short term, but the Directors anticipate that, in addition to sourcing the funding required for the construction of the Empire Mine, further funds will be required to progress the Company's activities in the near term and in any event before the end of September 2026.

Corporate Update

The Company provides the following additional updates:

Indigo Capital Limited

As set out above, the Company intends to use the proceeds of the Fundraising to repay all amounts outstanding under the Indigo Capital LP convertible loan note agreement which the Company announced via RNS on 4 December 2025. The final repayment of principal to Indigo amounts to c.£1.176 million (US$1.564 million) and the final interest payment amounting to £188,000, is intended to be settled via the issue of 40,000,000 new Ordinary Shares with 13,333,334 additional warrants on the same terms as other investors in the Fundraising. In addition, it is intended that Indigo's current holding of warrants over 10,000,000 ordinary shares, with an exercise price of 5p and expiring on 31 October 2028, will be repriced to an exercise price of 2.5p per ordinary share.

NIU Invest SE

On 10 April 2026 the Company announced that warrants which were held by NIU Invest SE ("NIU") had been cancelled, as no further funding had been forthcoming following NIU's initial investment of $5 million into the Company's copper bonds in June 2024. The Company wishes to clarify that NIU still holds warrants to subscribe for 3,764,892 Ordinary Shares (the "NIU Warrants"). The NIU Warrants carry anti-dilution protection, which does not apply to the issue of further Ordinary Shares, but applies to issues of securities that are convertible, exchangeable or otherwise exercisable for Ordinary Shares at a value which is less than the value of the NIU Warrants.

Following the partial conversion of the Company's convertible loan note agreement with Indigo, which was announced on 23 January 2026, the anti-dilution protection entitles NIU to warrants to subscribe for an additional new Ordinary Shares at nil cost. The Company has accordingly agreed to issue NIU with 29,195,052 additional warrants. The anti-dilution protection will also apply to the additional warrants being issued in the Fundraising. The final calculation will be determined following the completion of the Fundraising and announced in due course, along with NIU's revised holding in the Company's enlarged share capital.

Background to NIU relationship:

The Company's US$300,000,000 Floating Rate Secured Bond programme (the "Programme") was constituted on 27 December 2023 by way of a Bond Trust Deed and a related Security Trust Deed, in each case with M&G Trustee Company Limited acting as trustee. The facility allows bonds to be issued up to the aggregate Programme limit, to one or more bondholders, secured by a mortgage granted by the Company's subsidiary, Lost River Resources Inc., over certain patented mining claims forming part of the Empire Open Pit Mine in Idaho (the "Lost River Mortgage"). The Lost River Mortgage does not extend to the Empire Mine as a whole, to Lost River Resources Inc. itself, or to the Company's other assets or share capital.

On 15 May 2024 the Company announced it had entered into a Subscription Letter with NIU Invest SE ("NIU") pursuant to which NIU committed to subscribe for up to US$80,000,000 of bonds under the Programme.

The Company announced on 5 June 2024 that NIU had funded an initial tranche of US$5,000,000. NIU did not fund any of the four subsequent tranches scheduled under the parties' drawdown arrangements, the final deadline for which passed in April 2025. As NIU's outstanding commitment of US$75,000,000 was unfunded, no further bonds were issued to either NIU or any other bond investors under the Programme.

In lieu of arrangement and drawdown fees for NIU's subscription, the Company issued NIU 33,884,031 Ordinary Shares and granted NIU warrants over a further 3,764,000 Ordinary Shares at an exercise price of 11.5 pence, exercisable on a cashless basis, which are still held by NIU, as described above. The Company also agreed to discharge certain of NIU's legal and other costs.

Protections

The Bond Trust Deed provides a structured and multi-layered protection against unilateral action by any bondholder. The Company's principal protections are summarized below.

Individual bondholders have no right under the Bond Trust Deed to take direct enforcement action against the Company or the security. Any enforcement action must be taken by the Bond Trustee, who may only act only in the circumstances described below.

The Bond Trustee is not obliged to take any enforcement action unless directed to do so by an Extraordinary Resolution of bondholders (requiring a 75% majority) or by a written request from bondholders holding at least one-quarter of the bonds then outstanding, provided the size of their holding satisfies the Bond Trustee that they meet the threshold for enforcement.

Before any enforcement step may be taken, the Bond Trustee must be satisfied that a valid Event of Default has occurred and that such default is materially prejudicial to the interests of bondholders.

The Bond Trustee is not obliged to take any enforcement step unless first indemnified and/or secured and/or prefunded to its satisfaction against all costs and liabilities it may incur. This requirement applies regardless of whether the threshold described above is met, and is a separate and independent condition to any enforcement action.

The Directors confirm that the Company has at all times remained current and up to date with all coupon payments due under the bonds. The most recent coupon payment, which was due on 30 June 2026, has been paid in full to NIU. The next coupon payment is due to be paid to NIU in December 2026.

New Share Option Scheme

The Company also announces that the Board is planning to approve the implementation of a new Share Option Scheme (the "Share Option Scheme"), designed to incentivise the Company's current and future directors and members of the senior management team (the "Participants"). The Company intends to grant Share Options to future hires, specifically a new Chief Financial Officer and a new Non-Executive Director. For the avoidance of any doubt, all previous share options have now lapsed.

The intention is that the Share Option Scheme will be established to encourage long-term value creation for the Shareholders and to align the interests of the Participants with Shareholders. Awards under the Share Option Scheme will take the form of premium priced options over Ordinary Shares, which are intended to be exercisable from the first anniversary of the date of grant (subject to several market standard specific exceptions) (the "Options").

The Share Option Scheme will be a scheme of the kind commonly adopted by listed companies. The earliest date on which the Options can be exercised is one year from the date of grant or following the Company's 2027 AGM, whichever is the later, subject to certain conditions being met. The Share Option Scheme will allow for up to 10 per cent of the Company's issued share capital to be allocated to Participants and includes malus and clawback clauses.

Each Participant's Option grant shall be divided into three equal tranches, exercisable at 3p, 5p and 8p over 10 years. Vesting is subject to both a share price milestone condition and a time condition, both of which must be satisfied before an Option tranche may vest and be exercised.

The implementation of the Share Option Scheme will be subject to the approval of the Company's shareholders at the Annual General Meeting.

If approved, the Company intends to grant Options to Directors and members of the Company's senior management team. The total number of Options granted will depend on the Company's enlarged share capital following AGM, and will be allocated as follows:

Catherine Evans: 2%

Ryan McDermott: 2%

Chief Financial Officer: 1% (pending appointment)

David Jarvis: 0.5%

Non-Executive Director: 0.5% (pending appointment)

Paul de Gruchy: 0.5%

Lenie Wilkie: 0.25%

Harry Kenyon-Slaney: 0.25%

Jason Riley: 0.25%

Reserved: 2.75%

Riverfort Dispute

In January 2026, the Company became aware that Riverfort Global Opportunities PCC Limited ("Riverfort") had asserted a contractual entitlement to approximately US$2.1 million, comprising alleged prepayment penalties, lost conversion rights and a lost funding opportunity, following the Company's repayment in full of its short-term loan facility with Riverfort during the year. Riverfort contends that the repayment should have been treated as a prepayment under the terms of the facility. No proceedings have been issued; in April 2026, Riverfort indicated it may provide draft particulars of claim as part of an effort to reach a negotiated settlement. The Board considers Riverfort's position to be unwarranted, save for an early payment penalty of US$64,000 (representing 10% of the prepayment amount), which has been provided for in the Company's financial statements and remains disputed by Riverfort. The Company will robustly resist any claim should proceedings be issued, while remaining open to a commercial resolution.

Details of the Fundraising

Subject to the satisfaction of the conditions in respect of the Fundraising including, inter alia, the passing of the Resolutions, the Company intends to issue approximately 460,000,000 New Ordinary Shares in the Placing and the Subscription, at the Issue Price raising in aggregate gross proceeds of approximately £2.3 million (net proceeds of approximately £2.0 million), before expenses.

The Company intends to raise approximately £0.5 million through the proposed Retail Offer.

In addition, the Company also proposes to issue warrants to subscribe for new Ordinary Shares to all participants in each of the Placing, Subscription and Retail Offer on the basis of one Warrant for every three Ordinary Shares subscribed for in the Fundraising. Each Warrant will grant the holder the right to subscribe for one new Ordinary Shares at 1.0 pence per share (the "Warrant Price") and will be exercisable for a period of 2 years from the date of issue of the Warrants (the "Warrant Exercise Period"). The Warrants will be issued in certificated form. The Warrants will not be admitted to trading on AIM or any other regulated market.

The Issue Price represents a discount of approximately 54.5 per cent. to the mid-market price of 1.1 pence per share at which the Ordinary Shares were quoted on AIM as at close of trading on 2 July 2026, being the latest practicable date prior to the announcement of the Fundraising.

Details of the Placing

The Placing comprises the placing of approximately 334,000,000 New Ordinary Shares at the Issue Price. The Placing will raise gross proceeds of approximately £1.7 million. The Placing is conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, compliance by the Company in all material respects with its obligations under the Placing Agreement and Admission.

Pursuant to the terms of the Placing Agreement, Zeus, as agent for the Company, has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. The Placing is not underwritten and is not conditional on a minimum amount being raised.

Details of the Subscription and Related Party Transaction

The Subscription comprises the issue of approximately 125,000,000 New Ordinary Shares at the Issue Price. The Subscription is conditional, inter alia, upon Shareholders approving the Resolutions at the Annual General Meeting, on the close of the Placing, Admission and the Placing Agreement not being terminated prior to Admission. Further details of the Subscription are to be announced at the same time as the closing of the Bookbuild.

Catherine Evans, the Company's interim Chair, and certain members of her family have indicated their intention to subscribe directly and indirectly for 70,000,000 Subscription Shares and 20,000,000 Placing Shares, being in aggregate 90,000,000 New Ordinary Shares at the Issue Price.

Catherine Evans is a director of the Company and her proposed participation in the Placing and the Subscription will therefore constitute a related party transaction in accordance with AIM Rule 13. Further information regarding the related party transaction will be provided along with the result of the Fundraising.

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.

Details of the Retail Offer

The Company also intends to raise approximately £0.5 million by way of the Retail Offer. The issue of the Retail Offer Shares will be at the Issue Price. The Retail Offer is conditional upon Shareholders passing the Resolutions at the Annual General Meeting. Completion of the Retail Offer is also conditional upon the completion of the Placing but completion of the Placing and Subscription are not conditional on the completion of the Retail Offer.

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

Details of the Warrants

As referred to above, the Company has also agreed to issue certain Warrants to participants in the Placing, Subscription and Retail Offer on the basis of one Warrant for every three new Ordinary Shares subscribed for as part of the Fundraising.

1 Warrant for every 3 New Ordinary Shares

Such Warrants would be issued shortly following Admission, with each Warrant granting the holder the right to subscribe for one new Ordinary Share at the Warrant Price within the Warrant Exercise Period.

The Warrants may be exercised in whole or in part during the Warrant Exercise Period and are not secured.

The Warrants are to be issued in certificated form. There are also provisions in the Warrant Instrument for convening meetings of the holders of Warrants and for modification of rights under the Warrant Instrument.

Settlement and dealings

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue.

Application will be made to the London Stock Exchange for admission of the Placing Shares, Retail Offer Shares and Subscription Shares to trading on AIM. It is expected that Admission of the New Ordinary Shares will take place at 8.00 a.m. on or around 27 July 2026 and that dealings in the New Ordinary Shares on AIM will commence at the same time.

It is expected that CREST accounts will be credited with entitlements to the New Ordinary Shares (via Depositary Interests) as soon as practicable after 8.00 a.m. on the day of Admission and that share certificates (where applicable) will be despatched as soon as practicable after, and in any event within 14 days of, Admission.

The New Ordinary Shares, assuming full take-up of the Retail Offer and completion of the Subscription, represent approximately 194 per cent. of the Existing Ordinary Shares, and approximately 66 per cent. of the Enlarged Share Capital.

Use of proceeds

The net cash proceeds of the Placing and the Subscription, are expected to be approximately £2.0 million.

The net proceeds will be used for the repayment of short-term debt (as detailed above), process design engineering activities, UK and US operational costs, current operational debt service and for working capital purposes.

Qualified Person

The foregoing technical information in this news release has been reviewed and verified by Dennis Thomas, ACSM, FIMMM, FGS, CEng, Eurlng, co-founder of Phoenix Copper Limited and Member of the Company's Advisory Board. Mr. Thomas has held both executive and non-executive roles in a number of international private and public natural resources companies and is a chartered mining engineer from the Camborne School of Mines. He is a Qualified Person under the AIM Rules and consents to the inclusion of the information in the form and the context in which it appears.

APPENDIX I

Expected Timetable for the Fundraising

2026

Notes:

• References to times in this announcement are to London time (unless otherwise stated).

APPENDIX II

Definitions

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

APPENDIX III

EEA product governance

UK product governance

Details of the Placing Agreement and the Placing Shares

The New Ordinary Shares will trade on AIM (via Depositary Interests) under PXC with ISIN VGG7060R1139.

Application for admission to trading

Application will be made to London Stock Exchange for admission to trading of the Placing Shares (via Depositary Interests) on AIM.

It is expected that Admission of the Placing Shares will take place on or before 27 July 2026 and that dealings in the Placing Shares on AIM will commence at the same time.

Bookbuild

Zeus will today commence the Bookbuild 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.

Participation in, and principal terms of, the Placing

• Zeus is arranging the Placing as agent for the Company.
• Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by Zeus. Zeus is entitled to participate in the Placing as principal.
• The Bookbuild will establish the number of Placing Shares to be placed at the Issue Price.

Conditions of the Placing

• the Resolutions having been duly passed without amendment at the Annual General Meeting;
• the issue and allotment of the New Ordinary Shares, conditional only upon Admission;
• Admission occurring by no later than 8.00 a.m. (London time) on 27 July 2026 or such other date and time as may be agreed between the Company and the Bookrunner, not being later than 8.00 am (London time) on 28 August 2026 (the "Long Stop Date"); and
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

• the Company is in breach of any of its obligations under the Placing Agreement or any applicable law or regulation in respect of the Placing;
• any of the warranties given in the Placing Agreement is or becomes untrue or inaccurate or misleading;
• there occurs or arises prior to Admission any significant change or new material matter which the Bookrunner determines should be notified to Placees or Shareholders;
• an event of force majeure occurs which, in the good faith opinion of the Bookrunner, would prevent any party from performing its obligations under the Placing Agreement;
• the Bookrunner becomes aware there has been, or is reasonably likely to occur, any material adverse change in any 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 would have or be likely to have a material and adverse effect on the Placing or Admission or otherwise render the Placing or Admission temporarily or permanently impracticable or inadvisable; or

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix),the business and financial information that the Company is required to publish in accordance with the AIM Rules and the Market Abuse Regulation and any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement (the "Exchange Information").

Registration and Settlement

Following the close of the Bookbuild, 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 Zeus, stating the number of Placing Shares (via Depositary Interests) allocated to it at the Issue Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.

Settlement of transactions in the Placing Shares (via Depositary Interests) (ISIN:VGG7060R1139) following Admission, will take place within the system administered by Euroclear UK & International Limited ("CREST") provided that, subject to certain exceptions, Zeus reserve 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 be on the date of Admission in accordance with the instructions set out in the form of confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above SONIA.

Representations, Warranties and Further Terms

7. 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 neither Zeus nor 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, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or the Exchange Information; nor has it requested Zeus, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

• that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Announcement and Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement and Exchange Information;
• that neither Zeus nor the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information;
• that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its New Ordinary Shares in accordance with the Company's articles of association, which incorporate the requirements of the Disclosure Guidance and Transparency Rules published by the FCA;
• that it will indemnify and hold the Company and Zeus 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 Zeus 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 Zeus and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to Zeus for themselves and on behalf of the Company and will survive completion of the Placing and the Admission;
• that time shall be of the essence as regards its obligations pursuant to this Appendix;
• that (i) it has complied with its obligations under the Criminal Justice Act 1993, the Market Abuse Regulation, (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 (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; (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 it 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 Zeus such evidence, if any, as to the identity or location or legal status of any person which Zeus 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 Zeus 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 Zeus may decide in its absolute discretion;

When a Placee or person acting on behalf of the Placee is dealing with Zeus, any money held in an account with Zeus 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 rules and regulations of the FCA made under the FSMA. The 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 Zeus's money in accordance with the client money rules and will be used by Zeus in the course of its own business; and the Placee will rank only as a general creditor of Zeus.

Time is of the essence as regards each Placee's obligations under this Appendix.