Proposed Fundraising

596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

RC FORNAX PLC

("RC Fornax", the "Company" or the "Group")

Proposed Fundraising

RC Fornax (AIM: RCFX), the UK-based consultancy delivering high-impact engineering solutions for critical military platforms - accredited, in-demand, and built to scale - is pleased to announce a proposed Fundraising, comprising the Placing to raise minimum gross proceeds of £2.25 million, and the Retail Offer to raise maximum gross proceeds of £0.5 million, each at the Issue Price of 6 pence per New Share.

Pursuant to the Retail Offer, the Company intends to offer existing shareholders and new retail investors the opportunity to subscribe for Retail Offer Shares at the Issue Price via the RetailBook Platform. A separate announcement will be made in due course regarding the Retail Offer and its terms. The Placing is not conditional upon the Retail Offer and, for the avoidance of doubt, the Retail Offer is not part of the Placing.

Highlights of the Fundraising

• Placing with new and existing institutional investors and management to raise minimum gross proceeds of 2.25 million.

o Paul Reeves, Daniel Clark, Rob Shepherd, Nigel Harper and Mark Fahy, co-founders and management of the Company, intend to participate in the Placing to raise, in aggregate, £156,800.

• Proposed Retail Offer to raise up to £0.5 million, via RetailBook, for which an announcement will be made in due course.
• The Issue Price represents a discount of approximately 38.5 per cent. to the closing mid-market price of an Ordinary Share of 9.75 pence on 14 November 2025 (being the latest practicable mid-market closing price prior to the release of this Announcement).
• The net proceeds of the Fundraising will be used to:

o develop the Procure X Marketplace, a self-serve marketplace which aims to connect verified SMEs with defence buyers quickly and securely, and Smart Suite; and

o provide working capital support for upcoming potential contract wins.

The Placing

The Placing will be effected by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.

A Placing Agreement has been entered into between the Company, Strand Hanson Limited ("Strand Hanson") and Cavendish Capital Markets Limited ("Cavendish") in connection with the Placing. Further details of the Placing, which is subject to the terms and conditions set out in the Appendix to this Announcement, are set out below.

Strand Hanson is acting as nominated adviser in connection with the Placing and Admission. Cavendish is acting as sole bookrunner in connection with the Placing.

Further information on the Fundraising, including the terms and conditions of the Placing and the expected timetable of principal events, is set out below. This Announcement should be read in its entirety.

As announced on 23 October 2025, RC Fornax has made strong progress in reshaping its commercial model and aligning with next-generation defence priorities. The Company is currently in advanced discussions on several major new commercial agreements, two of which are with defence primes in support of major land vehicle and maritime programmes. Additionally, market access has expanded significantly since publication of the SDR, with the Company participating in seven procurement frameworks which has generated over 20 new bid opportunities since April 2025.

Innovation remains central to RC Fornax's growth strategy. Continued progress has been made on Smart Scope, an AI-powered solution that automates the creation of compliant Statements of Work in minutes, which is currently at MVP stage. Building on this success, RC Fornax is beginning work to develop Procure X, an intelligent self-serve marketplace which aims to connect verified SMEs with defence buyers quickly and securely. Integrated with Smart Suite, Procure X will streamline bidding, compliance, and supplier matching.

Commercial Progress

RC Fornax has re-established strong momentum across its client base and pipeline. The Company has participated in seven new general frameworks, including Allied Command Operations, ASTRID, Futures Lab, and is progressing several direct buyer frameworks with unnamed primes representing up to £80 million in annual spend. Additionally, the Company has identified a significant unfactored sales funnel of approximately £50 million for FY26, with 1.8 million of new orders already booked, as at 16 October 2025.

Prior to the SDR, the Directors believed that the Company's diverse customer base across multiple platforms provided sufficient hedging against potential slowdown in spending ahead of the SDR publication. However, it transpired that all customers were anticipating that SDR would drive a fundamental shift in MoD investment priorities and were consequently slowing progress. The Company's internal governance systems lacked robustness and failed to provide early warnings that contracts were highly correlated given their focus on the 'swing' workforce.

Following the SDR, the Company has received a significant increase in customer engagement, generating more growth opportunities. In addition, RC Fornax has updated its governance and internal delivery systems to capitalise on new leads and projects, and to improve responsiveness to potential downturns.

Financial Performance (unaudited)

As announced on 23 October 2025, RC Fornax expects to report revenue of £4.1 million for FY25 (FY24: £6.5 million) gross profit of £1.0 million (FY24: £1.6 million), and a loss before tax of £1.5 million (FY24: £0.8 million profit).

As at 31 August 2025, the Company held cash and cash equivalents of £1.0 million (31 August 2024: £0.6 million), reflecting larger-than-expected one-off investments in its new Bristol headquarters and strategic investments in talent and capability to support future growth.

Development of Procure X and Smart Suite

Despite £16.2 billion in new MoD contracts last year, 39 per cent. went to just 10 suppliers. SMEs remain largely excluded from the defence procurement ecosystem, blocked by a risk-averse culture that currently favours incumbents. RC Fornax views this as a structural inefficiency - one that stifles innovation, slows capability insertion, and prevents agile, high-quality providers from scaling.

To address this, RC Fornax is developing Procure X, an AI-powered marketplace, which aims to connect verified SMEs with buyers in minutes, not months. The Procure X marketplace is being developed as a self-serve ecosystem designed for UK defence procurement, serving as a central hub for buyers to connect with SMEs. It will seek to challenge traditional frameworks and indirect procurement models, and the Board believes it will be scalable to other industries and regions. The platform will leverage the following products that the Company is developing:

• Smart Scope: automatically generates SoW, currently at MVP stage. Clients can upload files, generate, approve, and update SoWs, and produce team-based skill demand reports.
• Smart Team: replaces traditional CVs with digital skill profiles. It evaluates project requirements and assembles qualified teams, with features including substitutions, dynamic buyer opportunities. Enables fully integrated SME-only solutions delivered by RC Fornax.
• Smart Bid: connects SME capabilities to framework and buyer opportunities. Enables fully integrated SME-only solutions delivered by RC Fornax.

By streamlining these steps, Procure X aims to materially reduce procurement overheads and should enable faster, more transparent engagement across the supply chain. It is the foundation of a new SME Alliance and a scalable commercial model, positioning RC Fornax not just as a service provider, but as a strategic orchestrator of capability, compliance, and sovereign resilience - unlocking speed, trust and transformation across UK defence.

Use of proceeds

The Company is seeking to raise capital in order to take advantage of a UK defence industry that is hindered by an outdated system. In light of the Company's short and medium-term strategy and objectives, the expected application of the net proceeds received by the Company pursuant to the Fundraising is summarised as follows:

• develop the Procure X Marketplace and Smart Suite; and
• provide working capital support for upcoming contract wins.

Looking ahead, RC Fornax expects improved financial performance in FY26 and FY27, driven by a significant increase in customer engagement following publication of the SDR that has created material new growth opportunities, as well as the commercialisation of Procure X which the Directors believe will supercharge growth.

The Board remains confident in the Company's strategic direction and its ability to deliver sustainable growth and long-term shareholder value.

EIS / VCT

Although the Directors believe that the New Shares to be issued pursuant to the Fundraising will be 'eligible shares' and will be capable of being a qualifying holding for the purposes of investment by VCTs and will also satisfy the conditions of section 173 of ITA for the purposes of the EIS and the Directors are not aware of any subsequent change in the qualifying conditions or the Company's circumstances that would prevent the New Shares from being eligible for EIS and VCT investments on this occasion, neither the Directors nor the Company nor Cavendish, nor any of their respective directors, officers, employees, affiliates or advisers give any warranty or undertaking or other assurance that relief will be available in respect of any investment in the New Shares, nor do they warrant or undertake or otherwise give any assurance that the Company will conduct its activities in a way that qualifies for or preserves its status.

Admission

Application will be made for the New Shares to be issued pursuant to the Fundraising to be admitted to trading on AIM, which is expected to take place on or around 8.00 a.m. on 8 December 2025 (or such later date as the Company, Strand Hanson and Cavendish may agree, but in any event not later than 8.00 a.m. on 19 December 2025).

Expected Timetable of Principal Events

2025

Notes:

• Unless otherwise indicated, all times stated are London times.
• Each of the above times/dates is subject to change at the absolute discretion of the Company, Strand Hanson and Cavendish.
• All events listed in the above timetable following the General Meeting are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

Information to Distributors

UK Product Governance Requirements

The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

EU Product Governance Requirements

The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

APPENDIX

No prospectus

Each Placee, by participating in the Placing, agrees that the content of the Announcement 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 either Cavendish or the Company or any other person and neither Cavendish, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement. 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. No Placee should consider any information in this Announcement to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Information to Distributors

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment").

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

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, Distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Bookbuild

Following the release of this Announcement, Cavendish will commence an accelerated bookbuilding process in respect of the Placing (the "Bookbuild") to determine demand for participation in the Placing by the Placees. The Bookbuild will open with immediate effect following release of this Announcement. Members of the public are not entitled to participate in the Placing. This Appendix gives details of the terms and conditions of, and the mechanics of participating in, the Placing.

Cavendish and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their absolute discretion, determine.

Details of the Placing Agreement and the Placing Shares

Cavendish and Strand Hanson have entered into the Placing Agreement with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.

Application for admission to trading

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

It is expected that Admission will take place on 8 December 2025 and that dealings in the Placing Shares on AIM will commence at the same time.

Principal terms of the Placing

• Cavendish is acting as broker and bookrunner pursuant to the Placing, as agent for and on behalf of the Company.
• Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to participate in the Placing as principal.
• The Bookbuild, if successful, will establish the number of Placing Shares which will be included in the Placing. The number of Placing Shares and the aggregate proceeds to be raised through the Placing will be agreed between Cavendish and the Company following completion of the Bookbuild.
• To bid in the Bookbuild, Placees should communicate their bid by telephone or in writing to their usual sale contact at Cavendish. Each bid should state the number of Placing Shares with the prospective Placee to acquire at the Placing Price. Bids in the Bookbuild may be scaled down by Cavendish on the basis referred to in paragraph 9 below.
• The Bookbuild is expected to close no later than 7.00 a.m. on 17 November 2025, being the first Business Day after the date of this Announcement, but may be closed earlier or later, at the absolute discretion of Cavendish (after consultation with the Company). Cavendish may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.
• Each Placee's allocation will be confirmed to Placees orally, or in writing (which can include email), by Cavendish and a trade confirmation or contract note will be dispatched as soon as possible thereafter, following the close of the Bookbuild. Cavendish's oral or written confirmation will give rise to an irrevocable, legally binding commitment by that Placee, in favour of Cavendish and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on these Terms and Conditions. Except with the consent of Cavendish and the Company, such commitment will not be capable of variation or revocation.
• The Placing Price is fixed at 6 pence per Placing Share and is payable to Cavendish (as agent for the Company) by all Placees.
• Each Placee's allocation and whether such Placee participates in the Placing will be determined by agreement between Cavendish and the Company and will be confirmed by Cavendish.
• Subject to paragraphs 3 and 4 above, Cavendish may choose to accept bids, either in whole or in part, on the basis of allocations determined at the discretion of Cavendish and the Company and may scale down any bids for this purpose on such basis as they may determine or be directed. Cavendish reserves the right to scale back the number of Placing Shares to be subscribed by any Placee in the event that the Placing is oversubscribed. Cavendish also reserves the right not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of Cavendish and 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 Cavendish's and the Company's consent, will not be capable of variation or revocation after the time in which it is submitted.
• Except as required by law or regulation, no press release or other announcement will be made by Cavendish or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.
• Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, in each case on the basis explained below under "Registration and settlement".
• All obligations under the Bookbuild and the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".
• By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.
• To the fullest extent permissible by law and applicable FCA rules, neither:
• Cavendish;
• any of its affiliates, agents, advisers, directors, officers, consultants or employees; nor
• to the extent not contained within (a) or (b), any person connected with Cavendish as defined in FSMA ((b) and (c) being together "affiliates" and individually an "affiliate" of Cavendish),

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Bookbuild or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and settlement

By participating in the Placing, 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 Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.

Settlement of transactions in the Placing Shares (ISIN: GB00BTTQ2F04) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST will be on a delivery versus payment basis ("DVP") unless otherwise notified by Cavendish and is expected to occur on the date of Admission.

However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cavendish may agree that the Placing Shares (or any of them) should be issued in certificated form. Cavendish reserves the right to require settlement for any of the Placing Shares, and to deliver any of the Placing Shares to any Placees, by such other means as they deem necessary if delivery or settlement to any Placee is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Subject to the paragraph below, the Company will deliver the relevant Placing Shares in accordance with the Placing Agreement, to a CREST account operated by Cavendish as agent for the Company and Cavendish will enter its delivery (DEL) instruction into the CREST system. Cavendish will hold any Placing Shares delivered to this account as nominee for the relevant Placees procured by it. 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.

If agreed in advance between a Placee ("Certificated Placee") and Cavendish, and notified in advance by Cavendish to the Company, the Company will (subject to the remainder of this paragraph) arrange for delivery of a share certificate in the name of the Certificated Placee for the relevant Placing Shares. Funds must be received by Cavendish from the Certificated Placees at least three days prior to the date of Admission. Subject to receipt of the relevant funds by Cavendish and subject and conditional upon Admission, the Company shall arrange for delivery of the relevant share certificate to the relevant Certificated Placee. In the event that Admission does not become effective by the Long Stop Date, any funds received by Cavendish from any Certificated Placee shall be returned, without interest, to the relevant drawee bank account.

Interest is chargeable daily on payments not received from Placees on or before the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 3 percentage points above prevailing base rate of Barclays Bank plc as determined by Cavendish.

Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of their Placing Shares on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Placing Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf.

Conditions of the Placing

The obligations of Cavendish and Strand Hanson under the Placing Agreement are, and the Placing of the Placing Shares is, conditional upon, inter alia:

• the Resolutions having been passed, without amendment not approved by Cavendish or Strand Hanson by the required majority at the General Meeting; and
• Admission having occurred not later than 8.00 a.m. on 8 December 2025 or such later date as the Company, Cavendish and Strand Hanson may agree, but in any event not later than 8.00 a.m. on the Long Stop Date.

All conditions to the obligations of Cavendish included in the Placing Agreement are together referred to in these Terms and Conditions as the "conditions".

If any of the conditions are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish or Strand Hanson may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing (or such part of it as may then remain to be completed) will lapse and the Placee's rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

Cavendish and Strand Hanson may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of certain conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions (including as regards the Placing Shares the condition relating to Admission referred to in paragraph (b) above) may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Cavendish or Strand Hanson may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Cavendish, Strand Hanson nor any of its affiliates, agents, advisers, directors, officers or employees nor the Company 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 any of them 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 (or any part thereof) nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally (or any part thereof) and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of Cavendish and Strand Hanson.

Termination of the Placing

Cavendish or Strand Hanson may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

• the Company fails to comply with any of its obligations under the Placing Agreement or it commits a breach of the rules and regulations of the FCA and/or London Stock Exchange and/or the AIM Rules, FSMA, MAR or any other applicable law; or
• it comes to the notice of Cavendish or Strand Hanson that any statement contained in the Placing Documents were untrue, incorrect or misleading at the date of such document in any respect which Cavendish or Strand Hanson considers to be material in the context of the Placing; or
• it comes to the notice of Cavendish or Strand Hanson that any statement contained in any of the Placing Documents have become untrue, incorrect or misleading in any respect which Cavendish or Strand Hanson considers to be material in the context of the Placing or any matter which Cavendish or Strand Hanson considers to be material in the context of the Placing has arisen which would, if the Placing were made at that time, constitute a material omission therefrom; or
• it comes to the notice of Cavendish or Strand Hanson that any of the Warranties given by the Company was not at the date of this Agreement true and accurate in any respect which Cavendish or Strand Hanson considers to be material in the context of the Placing by reference to the facts subsisting at the time when the notice referred to below is given; or
• it comes to the notice of Cavendish or Strand Hanson that a matter has arisen which is likely to give rise to a claim under any of the indemnities given by the Company in Clause 9 of the Placing Agreement which Cavendish or Strand Hanson considers to be material in the context of the Placing by reference to the facts subsisting at the time when the notice referred to below is given; or
• any of the Warranties, given by the Company by reference to the circumstances prevailing from time to time has ceased to be true and accurate in any respect which Cavendish or Strand Hanson considers to be material in the context of the Placing by reference to the facts subsisting at the time when the notice is given.

Cavendish or Strand Hanson may also, after having to the extent practicable in the circumstances consulted with the Company, give notice in writing to the Company prior to Admission to rescind the Placing Agreement in certain circumstances, including where there is a general moratorium on commercial banking activities in London or the outbreak or escalation of hostilities involving the United Kingdom.

By participating in the Bookbuild, each Placee agrees with the Company, Cavendish and Strand Hanson that the exercise by the Company, Cavendish or Strand Hanson of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company, Cavendish or Strand Hanson or for agreement between the Company, Cavendish and Strand Hanson and that neither the Company, Cavendish or Strand Hanson need make any reference to such Placee and that none of the Company, Cavendish, Strand Hanson nor any of their respective affiliates, agents, advisers, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By agreeing with Cavendish as agent of the Company to subscribe for Placing Shares under the Placing, a Placee (and any person acting on a Placee's behalf) will irrevocably acknowledge and confirm and warrant and undertake to, and agree with, each of the Company, Cavendish and Strand Hanson, in each case as a fundamental term of such Placee's application for Placing Shares and of the Company's obligation to allot and/or issue any Placing Shares to it or at its direction, that its rights and obligations in respect of the Placing (or any part of it) will terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it in any other circumstances.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) represents, warrants, acknowledges, undertakes, confirms and agrees (for itself and for any such prospective Placee) that (save where Cavendish expressly agrees in writing to the contrary):

1. it has read and understood these Terms and Conditions in their entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in the Announcement and the Publicly Available Information;

• is required under any applicable law; and
• has been or will be prepared in connection with the Placing,
• and, in particular, that the Retail Offer referred to in the Announcement and the Circular relating thereto are separate from the Placing and do not form part of any offer or agreement concerning the Placing and/or any Placing Shares;
• 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 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;
• it has made its own assessment of the Placing Shares and the terms of the Placing and has relied on its own investigation of the business, financial position and other aspects of the Company in accepting a participation in the Placing and neither Cavendish, Strand Hanson nor the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor 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 the Announcement and these Terms and Conditions or the Publicly Available Information; nor has it requested Cavendish, Strand Hanson, the Company, any of their respective affiliates, agents, advisers, directors, employees or officers or any person acting on behalf of any of them to provide it with any such information;
• neither Cavendish, Strand Hanson nor any person acting on behalf of them nor any of its affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in the Terms and Conditions excludes the liability of any person for any fraudulent misrepresentation made by that person;

7.

• the only information which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in the 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 and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on the Announcement and the Publicly Available Information;
• neither Cavendish, Strand Hanson, nor any of its respective affiliates, agents, directors, officers or employees have 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 any documentation issued by the Company in connection with the Placing or the Publicly Available Information;
• it has not relied on any investigation that Cavendish, Strand Hanson or any person acting on their behalf may have conducted with respect to the Company, the Placing or the Placing Shares;
• the content of the Announcement and the other Publicly Available Information as well as any information made available (in written or oral form) in presentations or as part of roadshow discussions with investors relating to the Company (the "Information") has been prepared by and is exclusively the responsibility of the Company and that Cavendish, Strand Hanson nor any persons acting on its behalf is responsible for or has or shall have any liability for any such Information, representation, warranty or statement relating to the Company contained in therein nor will they be liable for any Placee's decision to participate in the Placing based on any Information or any representation, warranty or statement contained therein or otherwise. Nothing in these Terms and Conditions shall exclude any liability of any person for fraudulent misrepresentation;
• it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with these Terms and Conditions by the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;
• it and/or each person on whose behalf it is participating:
• has fully observed such laws and regulations;
• neither Cavendish, not its respective affiliates or any person acting on behalf of any of it is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of Cavendish and that Cavendish have no duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any 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;
• it will make payment to Cavendish for the Placing Shares allocated to it in accordance with these Terms and Conditions on or by the specified time (being the date of Admission), failing which the relevant Placing Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in these Terms and Conditions) which may arise upon the sale of such Placing Shares on its behalf;
• 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 Cavendish 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;
• the person who it specifies for registration as holder of the Placing Shares will be:
• the Placee; or
• a nominee of the Placee, as the case may be;
• neither Cavendish nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax payable on the acquisition of the Placing Shares. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares will be allotted to a CREST stock account of Cavendish or transferred to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;
• as far as it is aware it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company, save as previously disclosed to Cavendish;
• it has only communicated or caused to be communicated and it 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 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 neither these Terms and Conditions nor the Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
• 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, any person save in circumstances in which the express prior written consent of Cavendish has been given to the offer or resale;
• dealt (or attempted to deal) in the securities of the Company;
• encouraged, recommended or induced another person to deal in the securities of the Company; or
• neither Cavendish, Strand Hanson, the Company nor any of their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of Cavendish, Strand Hanson the Company nor their respective affiliates, agents, advisers, directors, officers or employees nor any person acting on behalf of any 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 nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Cavendish's or Strand Hanson's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;
• Cavendish and its respective affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in the Announcement and/or these Terms and Conditions to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its respective affiliates acting as an investor for its or their own account(s). Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;
• it:
• is not a person:

(all such statutes, rules and regulations referred to in this paragraph 36 together, the "Regulations") and if making payment on behalf of a third party, 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 Cavendish such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the 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 Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide at their discretion;

• its commitment to acquire Placing Shares on the Terms and Conditions 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 Cavendish's conduct of the Placing;
• it irrevocably appoints any duly authorised officer of Cavendish 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 which it agrees to acquire upon these Terms and Conditions;
• the Company, Cavendish and others (including each of their respective affiliates, agents, advisers, directors, officers and employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;
• time is of the essence as regards its obligations under these Terms and Conditions;
• 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 Cavendish;
• it will be bound by the terms of the articles of association of the Company;
• the Placing Shares will be issued subject to these Terms and Conditions; and
• these Terms and Conditions and all documents into which these Terms and Conditions are incorporated by reference or of which they otherwise validly form a part and/or any agreements entered into pursuant to these Terms and Conditions and all agreements to acquire Placing Shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute (contractual or otherwise) or matter 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 interest chargeable thereon) may be taken by the Company or Cavendish 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of its 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 these Terms and Conditions or incurred by Cavendish, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in these Terms and Conditions, and further agrees that the provisions of these Terms and Conditions shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, directly by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cavendish shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cavendish accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that any of the Company and/or Cavendish have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in these Terms and Conditions are given to Cavendish and Strand Hanson and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that neither Cavendish nor Strand Hanson owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

The provisions of these Terms and Conditions may be varied, waived or modified as regards specific Placees or on a general basis by Cavendish and Strand Hanson provided always that such variation, waiver or modification is not materially prejudicial to the interests of the Company.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy their obligations to procure Placees by themselves agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish 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 Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in the Terms and Conditions are to London time, unless otherwise stated.

Each Placee may be asked to disclose in writing or orally to Cavendish and, if so, undertakes to provide:

• if he is an individual, his nationality;
• such other "know your client" information as Cavendish may reasonably request.

DEFINITIONS

The following definitions apply in this Announcement: