Proposed Placing to raise up to £1,000,000

Strategic Minerals plc (AIM: SML; USOTC: SMCDF), an international mineral exploration and production company, announces its intention to raise gross proceeds of up to £1,000,000 by means of a placing of new Ordinary Shares to certain new and existing eligible investors at a price of 0.3 pence per share (the "Placing").

The Placing Price represents a discount of approximately 25 per cent. to the Closing Price of 0.4 pence per Ordinary Share on 15 April 2025, being the latest practicable date prior to the publication of this Announcement.

The Company is also pleased to announce the appointment of Zeus Capital as Joint Broker with immediate effect.

Placing Highlights

• The Company intends to raise up to £1,000,000 before expenses through the Placing arranged by Zeus Capital Limited ("Zeus") and SP Angel Corporate Finance LLP ("SP Angel") (together, the "Joint Bookrunners") by way of the issue of up to 333,333,333 new Ordinary Shares (the "Placing Shares") at the Placing Price.
• Placing to be conducted via an accelerated bookbuild process launching today.
• The Placing is conditional, amongst other things, upon the passing of the Resolutions at the General Meeting.
• The Placing Shares, assuming full take-up of the Placing will represent approximately 16.5 per cent. of the Enlarged Issued Share Capital.
• The Placing Price represents a 25 per cent. discount to the Closing Price of 0.4p per Ordinary Share on 15 April 2025, being the latest practicable date prior to the publication of this Announcement.
• The net proceeds of the Placing will be principally used to progress activities at the Company's Redmoor Tungsten-Tin-Copper project in Cornwall and for working capital purposes.

The Placing

The Company intends to issue up to 333,333,333 Placing Shares, to raise gross proceeds of up to £1,000,000, to participants in the Placing. The Placing Shares are expected to be admitted to trading on AIM on or around 6 May 2025.

Zeus and SP Angel are acting as joint bookrunners in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement.

The allotment and issue of the Placing Shares is conditional, inter alia, upon:

• the passing, without amendment, of the Resolutions at the General Meeting;
• Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 6 May 2025 (or such later time and / or date as the Company and the Joint Bookrunners shall agree, not being later than 30 May 2025);
• the delivery by the Company to the Joint Bookrunners of certain documents required under the Placing Agreement;
• the Placing Agreement not having been terminated in accordance with its terms prior to Admission.

The timing of the closure of the Bookbuild and the allocation of the Placing Shares to be issued at the Placing Price are to be determined at the discretion of the Company and the Joint Bookrunners.

Admission to trading

Application will be made to the London Stock Exchange for Admission of the Placing Shares to trading on AIM. Subject to the satisfaction of the relevant conditions, it is expected that Admission will become effective and dealings in the Placing Shares will commence at 8.00 a.m. on or around 6 May 2025.

For further information on the Company, please visit www.strategicminerals.net or contact:

Admission of the Placing Shares is conditional, inter alia, upon the passing of the Resolutions and the General Meeting and the Placing Agreement not having been terminated and becoming unconditional in all respects.

The Joint Bookrunners (acting in good faith) have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that there is a breach, or an alleged breach, of any of the warranties set out in the Placing Agreement where such breach or alleged breach is material. The Joint Bookrunners may also terminate the Placing Agreement if there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges which, in the opinion of the Joint Bookrunners (acting in good faith), makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

Placing Shares

Subject to satisfaction of the relevant conditions, it is expected that Admission will take place on or around 8.00 a.m. on 6 May 2025 and that dealings in the Placing Shares on AIM will commence at the same time.

APPENDIX I

Definitions

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

APPENDIX II

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 their respective reasonable endeavours to procure subscribers for Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Bookrunners or any other person.

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

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "SML" and with ISIN GB00B4W8PD74.

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 Resolutions, it is expected that settlement of any such shares and Admission will become effective on or around 8.00 a.m. on 6 May 2025 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Joint Bookrunners will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing 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 principal terms of the Placing are as follows:

• The Joint Bookrunners are arranging the Placing as agent for, and joint brokers 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 a Joint Bookrunner.
• The Bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Joint Bookrunners, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following completion of the Bookbuild.
• To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the relevant Joint Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. 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 Bookbuild 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 relevant Joint Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the relevant Joint Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant Joint Bookrunner 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 the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the relevant Joint Bookrunner's consent, such commitment will not be capable of variation or revocation.
• 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 Bookbuild 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 relevant Joint Bookrunner's consent, will not be capable of variation or revocation from the time at which it is submitted.
• Except as required by law or regulation, no press release or other announcement will be made by either Joint Bookrunner 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.
• 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 their respective 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 of the Joint Bookrunners, nor any of their 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 Bookrunners' 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 either Joint Bookrunner or any other person.

Conditions of the Placing

Each of the Joint Bookrunner's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

• the Resolutions having been duly passed at the General Meeting;
• the issue and allotment of the Placing Shares, conditional only upon Admission;
• Admission occurring by no later than 8.00 a.m. (London time) on 6 May 2025 or such other date and time as may be agreed between the Company and the Joint Bookrunners, not being later than 8 am (London time) on 30 May 2025 (the "Long Stop Date"); and

The Joint Bookrunners may, at their discretion and upon such terms as they 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.

Neither of the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate the Placing Agreement

• the Joint Bookrunners becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;
• any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Joint Bookrunners or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement;
• there occurs or arises prior to Admission any significant change or new material matter which the Joint Bookrunners, in its discretion, determines should be notified to Placees or Shareholders; or
• there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction, which, in the opinion of the Joint Bookrunners, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical 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

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company or their respective officers, directors, employees or agents. 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. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial, business or other advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure 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 the relevant Joint Bookrunner, stating the number of Placing Shares allocated to it at the Placing 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 relevant Joint Bookrunner in accordance with the standing CREST settlement instructions which they have in place with that Joint Bookrunner.

Settlement of transactions in the Placing Shares (ISIN: GB00B4W8PD74) following Admission will take place within CREST provided that, subject to certain exceptions, a Joint Bookrunner 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.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Joint Bookrunner may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for such 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 relevant Joint Bookrunner 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) 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:

3. that the exercise by a Joint Bookrunner of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunner and the Joint Bookrunners need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

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 any Joint Bookrunner 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 are not acting for it or its clients, and that neither Joint Bookrunner will be responsible for providing the protections afforded to its customers 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 either Joint Bookrunner 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 none of the Joint Bookrunners, 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 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 relevant Joint Bookrunner;
• that, unless otherwise agreed by the relevant Joint Bookrunner, it is a Qualified Investor;
• that, unless otherwise agreed by the relevant Joint Bookrunner, 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 relevant Joint Bookrunner (or its nominee) 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 Bookrunner's (or their nominee's) money in accordance with such client money rules and will be used by the Joint Bookrunner in the course of its own business and each Placee will rank only as a general creditor of the Joint Bookrunner;
• that it appoints irrevocably any director of the relevant Joint Bookrunner 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 of the Joint Bookrunners or the Company has considered its particular objectives, financial situation and needs;
• that it will indemnify and hold the Company and each of 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 each of 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 relevant Joint Bookrunner and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to each 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 either Joint Bookrunner 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 and 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 and Terrorist Financing Regulations 2019 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 relevant Joint Bookrunner such evidence, if any, as to the identity or location or legal status of any person which such Joint Bookrunner 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 relevant Joint Bookrunner 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 and/or purchased 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 their 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 any Joint Bookrunner 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 and may be sent by post to such Placees at an address notified to the relevant Joint Bookrunner;
• that neither of the Joint Bookrunners owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;
• that either Joint Bookrunner or its respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

Each of the Company, the Joint Bookrunners and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to the Joint Bookrunners for themselves and on behalf of the Company and are irrevocable.

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 each of the Joint Bookrunners in the event that any of the Company and/or either of 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.

All times and dates in this Announcement (including the Appendices) may be subject to amendment. The relevant Joint Bookrunner shall notify the Placees and any person acting on behalf of the Placees of any changes.