Fundraising and Notice of General Meeting

SRT, the AIM-quoted developer and supplier of maritime surveillance systems and navigation safety products notes that further its announcement on 28 October 2024, it is pleased to announce a conditional fundraising of £8.5 million (before expenses) comprising a fully underwritten Subscription, Placing and Retail Offer (together the "Fundraising"). The net proceeds of the Fundraising are expected to fund working capital to further strengthen the Company's balance sheet and facilitate the growth of both the surveillance systems and navigation transceivers businesses.

Certain defined terms used herein are set out in Appendix III to this Announcement.

The Company has placed 3,237,594 new ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 35 pence per Placing Share (the "Issue Price") to raise approximately £1.13 million (before expenses) (the "Placing") from certain existing shareholders.

Additionally, the Company has raised at least £5.36 million by way of a subscription agreement entered into between the Company and Ocean Infinity, an existing shareholder (the "Subscription Agreement"). Ocean Infinity has committed to participating in the Fundraising and will subscribe under the terms of the Subscription Agreement for a minimum of 15,333,834 New Ordinary Shares at the Issue Price (the "Subscription" and the "Subscription Shares").

In addition to the Subscription and the Placing, existing Shareholders will be given the opportunity to subscribe for, in aggregate, up to 5,714,285 New Ordinary Shares via the Bookbuild Platform at the Issue Price by way of a retail offer to raise up to approximately £2.0 million (before expenses) (the "Retail Offer"). A separate announcement will be made regarding the Retail Offer and its terms.

The Fundraising is being underwritten in full by Ocean Infinity.

The Fundraising is conditional on, amongst other things, the Fundraising Resolutions being duly passed at the General Meeting and Admission. The Subscription and the Placing are not conditional upon the Retail Offer or on any minimum take-up under the Retail Offer. For the avoidance of doubt the Retail Offer forms no part of the Subscription or the Placing.

The Company currently has approximately £13.3 million drawn down under its loan note programme. In connection with the Fundraising, the Company has agreed with David Brierwood and Sandra Brierwood (the "Noteholders") that the Company will redeem £1,030,000 in respect of principal and accrued interest owing under the Noteholders' loan notes in consideration of the issue by the Company of a total of 2,942,857 New Ordinary Shares at the Issue Price (the "Redemption Shares"). The redemption of those loan notes and the issue of the Redemption Shares will result in a reduction of the Company's indebtedness by an equivalent amount.

The Company intends to publish and send a shareholder circular and notice of General Meeting (the "Circular") to Shareholders in connection with the Resolutions and the Fundraising on or around 14 November 2024.

Highlights:

• Fundraising with existing investors to raise £8.5 million (before expenses) through the issue of 24,285,713 New Ordinary Shares at the Issue Price including a Retail Offer to be made available to existing shareholders for up to 5,714,285 New Ordinary Shares to be subscribed for at the Issue Price to raise up to £2.0 million.
• Of the expected proceeds of the Fundraising, a minimum of £5.36 million is being invested by way of a direct Subscription to the Company by existing shareholder, Ocean Infinity, a highly reputable marine technology company founded in 2017 with more than 500 global employees located across the US, Canada, UK, Portugal, Sweden, Norway, Australia, New Zealand and Singapore. The Fundraising is also being fully underwritten by Ocean Infinity, such that the total number of New Ordinary Shares as part of the Placing, Subscription and Retail Offer will be no less than 24,285,713, raising in aggregate £8.5 million. Therefore it is possible that, if the Retail Offer is not fully taken up, the number of Subscription Shares will increase to a maximum of 21,048,119 New Ordinary Shares, raising up to £7.36 million.
• In connection with the Fundraising, the Company has agreed with the Noteholders that the Company will redeem £1,030,000 in respect of principal and accrued interest owing under the Noteholders' loan notes in consideration of the issue by the Company of a total of 2,942,857 Redemption Shares. The redemption of those loan notes and the issue of the Redemption Shares will result in a reduction of the Company's indebtedness by an equivalent amount.
• Further information about Ocean Infinity and the System Contract Support Package is set out in paragraph 4 of the section below.
• The net proceeds of the Fundraising will be used to strengthen the Company's balance sheet and facilitate the growth of both the systems and transceivers businesses.
• The New Ordinary Shares will represent approximately 10.90 per cent. of the Enlarged Share Capital.
• The Issue Price represents a discount of approximately 9.0 per cent. to the closing mid-market price of 38.5 pence per existing Ordinary Share on 12 November 2024, being the Latest Practicable Date.
• The Company requires further Shareholder authorities in order to issue and allot, amongst others, the Subscription Shares, the Placing Shares and the Retail Shares. The Subscription, the Placing and the Retail Offer are therefore conditional, inter alia, upon the Fundraising Resolutions being duly passed by Shareholders at the General Meeting to be held at 11:00 a.m. at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF on 2 December 2024. A detailed timetable of events is set out in Appendix I to this Announcement.

Simon Tucker, CEO of SRT, commented:

"This transaction strengthens our balance sheet and provides working capital for us to maximise the growing opportunities for our transceiver and systems businesses."

Oliver Plunkett, CEO of Ocean Infinity, commented:

"We're excited at the possibilities for SRT, and Ocean Infinity, founded on our investment in the company. The burgeoning partnership we have formed allows us both to better serve our clients in the maritime data and services market. We firmly believe in the company and its management to deliver as well as in the commercial opportunities for us to work together for the benefit of both businesses."

Cavendish Capital Markets Limited ("Cavendish") acted as Bookrunner in connection with the Placing.

The Company intends to publish and send the Circular to Shareholders on 14 November 2024. The Circular will also be available on the investor section of the Company's website (www.srt-marine.com) once published.

Information to Distributors

Solely for the purposes of the product governance requirements contained within Chapter 3 of the FCA Handbook Production 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 New 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 investors who meet the criteria of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; (b) the New Ordinary Shares offer no guaranteed income and no capital protection; and (c) an investment in the New 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 the requirements of any contractual, legal or regulatory selling restrictions in relation to the Fundraising. 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.

INTRODUCTION

As announced on 28 October 2024, the Company has agreed a substantial investment and short-term finance bridge support package with existing shareholder Ocean Infinity, worth approximately £31 million (the "System Contract Support Package"), in order to enable the satisfaction of a substantial performance bond required under the terms of a $213 million contract to deliver an integrated SRT maritime surveillance system. That contract was signed with the Kuwait Ministry of Interior on 30 October 2024.

Pursuant to the terms of the System Contract Support Package:

• on 28 October 2024, the Company issued 10,000,000 warrants over Ordinary Shares (the "Initial Warrants") to Ocean Infinity;
• the Company agreed to issue the Additional Warrants to Ocean Infinity conditional upon the passing of the Fundraising Resolutions (the "Additional Warrant Issue");
• the Company agreed to raise additional capital by way of the Subscription, Placing and Retail Offer (the "Fundraising") conditional upon passing of the Fundraising Resolutions; and
• the Company agreed to appoint Oliver Plunkett, a board member and CEO of Ocean Infinity to the Board as a non-executive director following completion of the Fundraising.

On 13 November 2024, the Company announced that it had conditionally raised £6.5 million, before expenses, by way of a conditional Subscription and a conditional Placing of, in aggregate, 18,571,428 New Ordinary Shares, in each case, at the Issue Price.

The Company currently has approximately £13.3 million drawn down under its loan note programme. In connection with the Fundraising, the Company has agreed with David Brierwood and Sandra Brierwood (the "Noteholders") that the Company will redeem £1,030,000 in respect of principal and accrued interest owing under the Noteholders' loan notes in consideration of the issue by the Company of a total of 2,942,857 New Ordinary Shares at the Issue Price (the "Redemption Shares"). The redemption of those loan notes and the issue of the Redemption Shares will result in a reduction of the Company's indebtedness by an equivalent amount. The Redemption Shares are not part of the Fundraising but the issue of them is conditional upon the passing of the Fundraising Resolutions and Admission.

In addition, to provide Shareholders who have not taken part in the Placing with an opportunity to participate in the Fundraising, the Company is providing all existing Shareholders with the opportunity to subscribe for up to 5,714,285 Retail Shares at the Issue Price, via the Bookbuild Platform, to raise up to £2.0 million (before expenses), by way of the Retail Offer.

The Fundraising is being fully underwritten by Ocean Infinity. The maximum total amount that the Company will raise under the Fundraising (including the Retail Offer) is therefore approximately £8.5 million (before expenses).

The minimum Net Proceeds of approximately £8.10 million (after expenses) will be used to provide general working capital to strengthen the balance sheet, as detailed in paragraph 5 below.

The Fundraising comprises:

• A minimum of 15,333,834 Subscription Shares (in aggregate) subscribed for by Ocean Infinity at the Issue Price, raising proceeds of approximately £5.36 million before fees and expenses. The Subscription is conditional, amongst other things, on the Fundraising Resolutions being duly passed at the General Meeting and Admission. Further details of the Subscription are set out in paragraph 8 below.
• 3,237,594 Placing Shares conditionally placed by Cavendish as agent of the Company with institutional investors at the Issue Price, raising proceeds of approximately £1.13 million before fees and expenses. The Placing is conditional, amongst other things, on the Fundraising Resolutions being duly passed at the General Meeting and Admission. Further details of the Placing are set out in paragraph 6 below.
• Up to 5,714,285 Retail Shares to be issued pursuant to the Retail Offer to Retail Investors through intermediaries at the Issue Price, raising proceeds of up to £2.0 million before fees and expenses. The Retail Offer is conditional, amongst other things, on the Fundraising Resolutions being duly passed at the General Meeting and Admission. Further details of the Retail Offer are set out in paragraph 9 below. For the avoidance of doubt, the Retail Shares are not part of the Placing or the Subscription and are not Placing Shares or Subscription Shares.

The Fundraising is being fully underwritten by Ocean Infinity.

The Issue Price represents a discount of 9.0 per cent. to the Closing Price on the Latest Practicable Date, being 38.5 pence per Existing Ordinary Share.

The Subscription Shares, the Placing Shares and the Retail Shares will represent, respectively, approximately 6.14 per cent., 1.30 per cent. and 2.29 per cent. of the Enlarged Share Capital.

The background to and reasons for the Fundraising and further details of the Placing, the Subscription and the Retail Offer are set out at paragraphs 2, 6, 8 and 9 respectively below.

The issue of New Ordinary Shares may only be implemented pursuant to the shareholder authorities proposed pursuant to the Fundraising Resolutions, as set out in the Notice of General Meeting.

The Subscription, the Placing and the Retail Offer are conditional, amongst other things, on the passing of the Fundraising Resolutions and Admission.

Shareholder approval of the Fundraising Resolutions will be sought at the General Meeting, which will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 11:00 a.m. on 2 December 2024. The formal notice of the General Meeting will be set out at the end of the Circular.

Should approval of the Fundraising Resolutions not be obtained at the General Meeting, the Subscription, the Placing and the Retail Offer will not proceed.

BACKGROUND TO, AND REASONS FOR, THE FUNDRAISING

The Company anticipates commencing the implementation of multiple MDA system contracts in the Middle East and SE Asia, along with launching a new transceiver product (NEXUS) simultaneously in the coming months. The Fundraising strengthens the balance sheet and provides working capital required to support all these activities and opportunities.

CURRENT TRADING AND OPERATIONAL UPDATE

The Company continues to invest in the development of its core SRT-MDA System technology, and to complete the NEXUS VHF/DSC/AIS transceiver. Alongside these core development activities, the Company has also invested in the system contract sales opportunities that are now converting, resulting in the expected commencement of multiple system contracts and the launch preparation for NEXUS. This means that the year ending June 2024 was a year of very significant product and implementation preparation investment, resulting in an expected significant loss for the year. However, in the year ending June 2025, due to the confluence of system implementation and new product launches the Company expects to be significantly profitable.

SYSTEM CONTRACT SUPPORT PACKAGE

Ocean Infinity

Ocean Infinity first became a shareholder in the Company through the fundraising announced on 21 December 2023, where it strategically invested £7.0 million.

Ocean Infinity is a marine technology company specialising in the development and deployment of robotics for large-scale, subsea data acquisition. Ocean Infinity is developing a range of innovative technologies to transform operations at sea, enabling people and the planet to thrive.

Since its establishment in 2017, Ocean Infinity has pioneered the use of fleets of robotics to play a vital part in ambitious offshore projects, including the search for missing airliner MH370, and the discovery of the missing Argentinian submarine, ARA San Juan. Today, Ocean Infinity serves governments, energy organisations and scientific institutions all over the world.

Employing more than 500 technology and data specialists located in offices and operations centres across Europe, South East Asia, North America and Australasia, Ocean Infinity owns and operates a fleet of advanced robotic lean/uncrewed ships. As well as over 20 robotic ships currently in operation or in build it has a fleet of subsea robots which it can deploy from the ships or on a stand-alone basis to deliver a wide variety of outcomes for its clients.

Over the past year, SRT and Ocean Infinity have started to explore commercial synergies such as the use of USV's in maritime surveillance systems and bathymetric surveying to enhance fisheries management.

The Performance Bond

In order to secure the Kuwait contract which was signed on 30 October 2024, the Company was required to provide a performance bond in short order prior to signing the contract. Due to the short timeframe, traditional methods of financing the performance bond were unavailable to the Company. As such, the Company had very few options.

Ocean Infinity has provided a $21.4m guarantee to SRT to enable SRT to issue a contract performance bond of similar value. The Ocean Infinity guarantee is initially provided as a cash loan of $21.4m with an interest rate of 0.75 per cent. per month. The loan is expected to be repaid by SRT with a period of approximately one month and replaced with a bank guarantee on Ocean Infinity's behalf. It is intended that the Ocean Infinity bank guarantee itself will then be replaced within the next 6 months using a combination of SRT's own resources and UKEF export guarantee program. In return for providing this guarantee, Ocean Infinity has been granted 10,000,000 warrants (and is to be granted a further 10,000,000 warrants conditional upon the Fundraising Resolutions being duly passed) in each case at a strike price of 35p, with an exercise period of 3 years from grant, which when exercised will inject up to a further £7m of equity for SRT. In the event that SRT does not replace the Ocean Infinity guarantee within 8 months, the Company has agreed to issue an additional 4,000,000 warrants per month with a strike price equal to a 15 per cent. discount on the share price at the relevant time.

Oliver Plunkett, board member and CEO of Ocean Infinity, will join SRT's board as a non-executive director following the completion of the Fundraising.

USE OF PROCEEDS

The up to £8.10 million net proceeds raised via the Fundraising is expected to fund working capital to strengthen the Company's balance sheet and enable the growth of both the systems and transceivers businesses.

DETAILS OF THE PLACING

6.1. Structure

At the 2024 GM, certain resolutions were passed by Shareholders which granted the Directors the authority to grant rights to subscribe for or convert any security into shares, on a non-pre-emptive basis, up to an aggregate nominal amount of £10,000 and subject to such terms as the Directors may determine. As noted in paragraph 1 of this Part I above, the Directors used all such existing authorities to issue the Initial Warrants to Ocean Infinity on 28 October 2024, in part satisfaction of the Company's obligations under the terms of the System Contract Support Package.

The Fundraising and the Additional Warrant Issue will only be implemented if the new shareholder authorities being sought pursuant to the Fundraising Resolutions are duly passed at the General Meeting.

6.2. Placing

The Company has conditionally raised £1.13 million (before fees and expenses) by way of a conditional, non-pre-emptive placing of 3,237,594 Placing Shares pursuant to the Placing Agreement at the Issue Price. The Placing Shares will be issued and allotted subject to the Fundraising Resolutions being duly passed at the General Meeting.

The Placing is conditional, amongst other things, upon:

• the passing of the Fundraising Resolutions at the General Meeting;
• the Placing Agreement becoming unconditional in all respects in connection with the Placing and not having been terminated in accordance with its terms prior to Admission; and
• admission of the Placing Shares to trading on AIM becoming effective by no later than 8.00 a.m. on 3 December 2024 (or such later time and/or date as the Company and Cavendish may agree (being no later than 8.00 a.m. on the Long Stop Date)).

Alongside the Placing, the Company is making the Retail Offer available to existing Shareholders pursuant to which it may raise a further amount of up to approximately £2.0 million (before expenses). The Issue Price of 35 pence per Retail Share is the same price as the price at which the Placing Shares and the Subscription Shares are being issued pursuant to the Placing and Subscription, respectively.

The Fundraising is being fully underwritten by Ocean Infinity. Therefore, regardless of whether the Retail Offer is fully taken up, the total aggregate number of New Ordinary Shares that may be issued pursuant to the Fundraising is 24,285,713 New Ordinary Shares, representing approximately 9.72 per cent. of the Enlarged Share Capital.

The Issue Price represents a discount of approximately 9.0 per cent. to the Closing Price of 38.5 pence per Existing Ordinary Share on the Latest Practicable Date.

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, be identical to and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all distributions, declared, paid or made in respect of the Ordinary Shares following the date of Admission.

THE PLACING AGREEMENT

In connection with the Placing, the Company and Cavendish have entered into the Placing Agreement pursuant to which Cavendish has agreed, in accordance with its terms, to use reasonable endeavours to procure, as agent for the Company, placees for the Placing Shares at the Issue Price. The Placing is being underwritten by Ocean Infinity.

The Placing Agreement is conditional, amongst other things upon, the passing of the Fundraising Resolutions, the conditions in the Placing Agreement being satisfied or (if capable of waiver) waived, the Placing Agreement not having been terminated in accordance with its terms prior to Admission and Admission occurring on or before 3 December 2024 (or such later date as the Company and Cavendish may agree).

The Placing Agreement contains certain customary warranties given by the Company in favour of Cavendish concerning, amongst other things, the accuracy of information given in this announcement and the Circular to be published by the Company in respect of the Fundraising, as well as other matters relating to the Group and its business.

The Placing Agreement is terminable by Cavendish in certain circumstances up until the time of Admission, including amongst other things, should there be a breach of a warranty contained in the Placing Agreement or a force majeure event takes place or a material adverse change occurs to the business of the Company or the Group. The Company has also agreed to indemnify Cavendish in a customary form in respect of all losses, costs, charges and expenses which Cavendish may suffer or incur as a result of, occasioned by or attributable to the carrying out of its duties under the Placing Agreement.

The Subscription is not conditional on the Retail Offer proceeding or on any minimum take-up under the Retail Offer.

Details of the Subscription

The Company has conditionally raised at least £5.36 million (before expenses) through the issue, in aggregate, a minimum of 15,333,834 Subscription Shares to Ocean Infinity at the Issue Price, pursuant to the Subscription. The Subscription Shares will be issued conditional on the Fundraising Resolutions being duly passed at the General Meeting and Admission.

The Subscription is not conditional on the Placing or the Retail Offer proceeding or on any minimum take-up under the Placing or the Retail Offer.

DETAILS OF THE RETAIL OFFER

Pursuant to the terms of the Retail Offer, the Company has made the Retail Offer to Retail Investors only through Intermediaries via the Bookbuild Platform.

Conditional on, amongst other things, the Fundraising Resolutions being duly passed at the General Meeting and Admission, up to 5,714,285 Retail Shares will be issued through the Retail Offer at the Issue Price to raise proceeds of up to approximately £2.0 million (before expenses).

The Retail Offer is being fully underwritten by Ocean Infinity.

If the Retail Offer is taken up in full, the Retail Shares will represent approximately 2.29 per cent. of the Enlarged Share Capital. The Retail Shares, when issued and fully paid, will rank pari passu in all respects with the Existing Ordinary Shares then in issue.

A further announcement will be made by the Company today regarding further details of the Retail Offer and how investors may participate in the Fundraising.

THE ADDITIONAL WARRANTS

Subject to the passing of the Fundraising Resolutions, the Company has agreed to issue additional warrants to subscribe for up to 10,000,000 new Ordinary Shares ("Additional Warrant Shares") to Ocean Infinity. Each Additional Warrant will grant the holder the right to subscribe for one new Ordinary Share. The Additional Warrants will be exercisable at a price of 35 pence per Ordinary Share for a period of three years commencing on the date of issue.

Accordingly, taking together with the Initial Warrants, following the issue of the Additional Warrants (and assuming no Warrant has been exercised), there will be 20,000,000 Warrants in issue in respect of up to 20,000,000 new Ordinary Shares.

The other material terms and conditions of the Additional Warrants are set out below:

• Adjustment to Subscription Rights - the subscription rights conferred by the Additional Warrants and/or the exercise price of the Additional Warrants shall be adjusted by the Board in its sole discretion on the occurrence of certain events in relation to the Company, including:
• a subdivision, consolidation or reclassification of the Ordinary Shares;
• a cancellation or reduction of share capital, share premium account or the capital redemption reserve of the Company;
• a capitalisation of profits or reserves; and
• any other event where the Company determines that an adjustment should be made,

with the intention, in broad terms, that any such adjustment will leave the holder in a similar position to the position it was in immediately before the event giving rise to the adjustment.

• Transfer - the Additional Warrants will only be transferable by the holders to members of the same group of companies as the holder.
• Security - the Additional Warrants are not secured.
• EFFECT OF THE FUNDRAISING AND EXERCISE OF WARRANTS ON THE COMPANY'S SHARE CAPITAL

Upon completion of the Fundraising, and assuming full take up of the Retail Offer, the Subscription Shares will represent approximately 6.14 per cent. of the Enlarged Share Capital, the Placing Shares will represent approximately 1.30 per cent. of the Enlarged Share Capital, and the Retail Offer Shares will represent approximately 2.29 per cent. of the Enlarged Share Capital.

The New Ordinary Shares will represent approximately 10.90 per cent. of the Enlarged Share Capital and the Existing Ordinary Shares will represent approximately 89.10 per cent. of the Enlarged Share Capital.

If the Initial Warrants and the Additional Warrants are exercised in full, the Initial Warrant Shares and the Additional Warrant Shares issued would represent approximately 7.41 per cent. of the Company's issued share capital immediately after Admission.

DILUTIVE IMPACT OF THE FUNDRAISING AND EXERCISE OF WARRANTS

The proposed issue of the New Ordinary Shares pursuant to the Fundraising will dilute existing shareholdings of Shareholders. Shareholders will be able to reduce the extent of this dilution by participating in either the Placing or the Retail Offer.

The maximum dilution which a Shareholder will be subject to if he/she does not participate in the Fundraising as a result of completion of the Fundraising (assuming none of the Initial Warrants or Additional Warrants are exercised), is 12.23 per cent.

The maximum dilution which a Shareholder will be subject to if he/she does not participate in the Fundraising as a result of completion of the Fundraising (assuming all of the Initial Warrants and Additional Warrants are exercised in full), is 21.21 per cent.

APPLICATION FOR ADMISSION OF THE NEW ORDINARY SHARES

Application will be made to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on AIM. Subject, amongst other things, to the passing of the Fundraising Resolutions, Admission is expected to take place, and dealings on AIM in the Subscription Shares, the Placing Shares and the Retail Shares are expected to commence, at 8.00 a.m. on 3 December 2024 (or such later time and/or date as may be agreed between the Company and Cavendish, being no later than 8.00 a.m. on the Long Stop Date).

The New Ordinary Shares will, following Admission, rank pari passu in all respects with the Existing Ordinary Shares in issue at the date of Admission and will carry the right to receive all dividends and distributions declared, made or paid on or in respect of the New Ordinary Shares after Admission.

For those Shareholders who hold New Ordinary Shares in uncertificated form, it is expected that on 3 December 2024 the CREST account of Cavendish will be credited with New Ordinary Shares subscribed for by investors in the Placing and the Retail Offer. Cavendish will settle with investors from the Placing and the Retail Offer within CREST by delivery versus payment (DVP).

For New Ordinary Shares to be held in certificated form (if any), it is expected that certificates of title will be despatched within 10 business days of Admission.

Pending despatch of the share certificates or the crediting of CREST accounts, the Registrar will certify any instruments of transfer against the register.

PRINCIPAL RISKS AND UNCERTAINTIES

The attention of Shareholders is drawn to the section of the Company's annual report and accounts for the year ended 31 March 2023 headed "Principal Risks and Uncertainties".

RELATED PARTY TRANSACTION

Mr and Mrs Persey and their associates are a related party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial Shareholder. Mr and Mrs Persey and associates have committed to subscribe for 1,009,768 New Ordinary Shares in the Fundraising via the Retail Offer, representing in total 0.40 per cent. of the Enlarged Share Capital. The Directors, being independent Directors for this purpose, consider, having consulted with the Company's Nominated Adviser, Cavendish, that the terms of Mr and Mrs Persey's and their associates' participation in the Fundraising is fair and reasonable insofar as Shareholders are concerned.

GENERAL MEETING

The General Meeting, notice of which will be set out in the Circular, will be held at the offices of CMS Cameron McKenna Nabarro Olswang LLP, Cannon Place, 78 Cannon Street, London, EC4N 6AF at 11:00 a.m. on 2 December 2024. The General Meeting is being held for the purpose of considering and, if thought fit, passing the Fundraising Resolutions which are required to implement, amongst others, the Placing, the Subscription and the Retail Offer and the Additional Warrant Issue, together with certain other resolutions.

A summary and explanation of the Resolutions will be set out in the Circular.

RECOMMENDATION

The Directors consider the Fundraising and the Resolutions to be proposed at the General Meeting to be in the best interests of the Company and the Shareholders as a whole. Consequently, the Directors unanimously recommend that you vote in favour of the Resolutions to be proposed at the General Meeting, as they intend to do in respect of the 18,366,999 Ordinary Shares held, directly or indirectly, by them representing approximately 8.25 per cent. of the Existing Ordinary Shares.

The Fundraising is conditional, inter alia, upon the passing of the Fundraising Resolutions at the General Meeting. Shareholders should be aware that if the Fundraising Resolutions are not approved at the General Meeting, the Subscription, the Placing, the Retail Offer, the issue of the Redemption Shares and the Additional Warrant Issue will not proceed.

APPENDIX I - EXPECTED TIMETABLE OF PRINCIPAL EVENTS

2024

Notes:

• Each of the dates and times set out in the above timetable and mentioned in this Announcement is subject to change at the absolute discretion of the Company (with the agreement of Cavendish), in which event details of the new times and dates will be notified to the London Stock Exchange and the Company will make an appropriate announcement to a Regulatory Information Service.
• All events listed in the above timetable following the General Meeting are conditional on, inter alia, the passing of the Fundraising Resolutions at the General Meeting.
• All of the above times refer to London time.

APPENDIX II - KEY STATISTICS

Notes:

* Assumes that: (i) no further Ordinary Shares are issued as a result of the exercise of any options or awards vesting under any employee share incentive plan between the Latest Practicable Date and Admission; (ii) full take up of the Retail Offer; (iii) no issue of new Ordinary Shares in connection with the exercise of the Initial Warrants or the Additional Warrants prior to Admission.

** The Redemption Shares are not part of the Fundraising but the issue of them is conditional upon the passing of the Fundraising Resolutions and Admission.

APPENDIX III - DEFINITIONS

All references in this announcement to "£", "pence", "p" or "pounds sterling" are to the lawful currency of the UK.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA 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 and any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules for Companies (the "AIM Rules")) by or on behalf of the Company on or prior to the date of the Announcement (the "Publicly Available Information") and subject to any further terms set out in the contract note, electronic trade or other (oral or written) confirmation to be sent to individual Placees.

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 Cavendish or the Company or any other person and none of Cavendish , the Company nor any other person acting on such person's behalf nor any of their respective Representatives 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 the Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Cavendish will shortly enter into a placing agreement (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, will agree to use its reasonable endeavours to procure Placees for the Placing Shares.

The Placing Shares will, when issued, be subject to the memorandum and articles of association of the Company be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.1 pence each ("Ordinary Shares") in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of Admission.

Lock-up

As part of the Placing, the Company has agreed that it will not for a period of two months after (but including) Admission, directly or indirectly, issue, offer, sell, lend, pledge, contract to sell or issue, grant any option, right or warrant to purchase or otherwise dispose of any Ordinary Shares (or any interest therein or in respect thereof) or other securities of the Company exchangeable for, convertible into or representing the right to receive Ordinary Shares or any substantially similar securities or otherwise enter into any transaction (including derivative transaction) directly or indirectly, permanently or temporarily, to dispose of any Ordinary Shares or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent (i) the grant or exercise of options or awards under any of the Company's existing share incentives and share option schemes, or (ii) following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence, or (iii) the issue by the Company of any Ordinary Shares in relation to the Fundraising.

Applications for admission to trading

Subject to, amongst other things, the Placing Resolutions being passed by the requisite majorities at the General Meeting, it is expected that settlement of the Placing Shares and Admission will become effective on or around 8.00 a.m. on 3 December 2024 and that dealings in the Placing Shares on AIM will commence at that time or such later time and/or dates as the Company and Cavendish may agree (being in any event no later than 8.00 a.m. on 31 December2024).

The Bookbuilding Process

This Appendix IV 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.

Principal terms of the Bookbuilding Process and Placing

• Cavendish is arranging the Placing as broker and placing agent of the Company.
• The price per Placing Share (the "Issue Price") is fixed at 35 pence.
• Each Placee's allocation and commitment to acquire Placing Shares 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 consent will not be capable of variation or revocation after the time at which it is submitted. Following Cavendish's oral or written confirmation of each Placee's allocation and commitment to acquire Placing Shares, each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.
• To the fullest extent permissible by law and applicable FCA rules and regulations, none of:
• Cavendish;
• any of its Representatives; or

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, neither 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 Bookbuilding Process or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and Settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a contract note or electronic trade confirmation or other (oral or written) confirmation which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.

Settlement of transactions in the Placing Shares (ISIN: GB00B0M8KM36) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur (subject to the Placing Resolutions having been duly passed at the General Meeting), on 3 December 2024 (each a "Settlement Date"), in accordance with the contract notes or electronic trade confirmation or other (oral or written) confirmation. Settlement will be on a delivery versus payment basis. 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 should be issued in certificated form. Cavendish reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional contract note or the electronic trade confirmation or other (oral or written) confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax. If there are any circumstances in which any United Kingdom stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer or agreement to transfer Placing Shares), the Company shall not be responsible for payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional in all respects and not having been terminated in accordance with its terms prior to Admission. Cavendish's obligations under the Placing Agreement are conditional on customary conditions including (amongst others) (the "Conditions") set out below:

• the Company having complied, in the opinion of Cavendish (acting in good faith), with all of its obligations under the Placing Agreement (to the extent that such obligations fall to be performed before Admission and there having occurred no material default or breach by the Company of its terms at any time immediately prior to Admission);
• in the opinion of Cavendish (acting in good faith), each of the warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and the date of Admission as though they had been given and made on such dates by reference to the facts and circumstances at the relevant time;
• the General Meeting having taken place on the date set out in the Notice of General Meeting, no adjournment of the General Meeting having occurred without the prior written consent of Cavendish and each of the Placing Resolutions having been passed thereat by the requisite majority without amendment;
• completion of the Subscription (save for the condition relating to Admission); and
• Admission occurring no later than 8.00 a.m. on 3 December2024 (or such later time and/or date, not being later than 5.00 p.m. on 31 December 2024, as Cavendish may otherwise agree with the Company provided that each of the parties shall perform its obligations under the Placing Agreement until such time (if any) as any of the conditions under the Placing Agreement shall have been incapable of being satisfied and have not been waived).

Cavendish may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company with the whole or any part of certain of the Company's obligations in relation to the conditions in the Placing Agreement or extend the time or date provided for fulfilment of certain such conditions in respect of all or any part of the performance thereof.

The conditions in the Placing Agreement relating to (amongst other things) Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

If: (i) any of the conditions are not fulfilled or (where permitted) waived by Cavendish by the relevant time or date specified (or such later time or date as the Company and Cavendish may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below under 'Right to terminate under the Placing Agreement', the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

None of Cavendish, the Company, or 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 Cavendish.

Termination of the Placing

Cavendish is entitled, at any time on or before Admission, to terminate its obligations under the Placing Agreement in accordance with its terms in certain circumstances, including, inter alia:

• the Company fails to comply with its obligations under the Placing Agreement or under the terms of the Placing which, in any such case, Cavendish (acting in good faith) considers to be material; or
• any of the warranties or undertakings contained in the Placing Agreement is untrue or inaccurate by reference to the facts or circumstances subsisting at the time or a matter has arisen that might reasonably be expected to give rise to a claim under the indemnity contained in the Placing Agreement, in each case in any respect which Cavendish (acting in good faith) considered to be material; or
• it comes to the notice of Cavendish that any statement contained in, amongst other things, the Announcement or the Circular was or has become untrue, incorrect or misleading in any respect which Cavendish (acting in good faith) considers to be material or that any matter which Cavendish (acting in good faith) considers to be material has arisen which would if the Placing were made at that time, constitute a material omission therefrom; or
• the occurrence of certain force majeure events, the effect of which is such as to make it, in the judgment of Cavendish (acting in good faith), impracticable or inadvisable to proceed with the Placing in the manner contemplated in the Placing Agreement or which may materially and adversely affect the success of the Placing or dealings in the Placing Shares.

Upon termination, Cavendish shall be released and discharged (except for any liability arising before or in relation to such termination) from its obligations under or pursuant to the Placing Agreement, subject to certain exceptions. If Cavendish exercises its right to terminate the Placing Agreement before Admission, then the Placing Agreement shall cease and terminate and the Placing will not proceed.

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

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as placing agent of the Company in respect of the Placing) that (save where Cavendish expressly agrees in writing to the contrary):

1. it has read and understood the Announcement in its 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 the Prospectus Regulation or other applicable law; and
• has been or will be prepared in connection with the Placing;
• 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 Cavendish nor the Company nor any of their respective Representatives 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 or the Publicly Available Information; nor has it requested Cavendish , the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

6.

• the only information on 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 information in the Announcement and the Publicly Available Information;
• the content of the Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf nor any of its Representatives is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in the Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in the Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;
• where it is acquiring Placing Shares for one or more managed accounts, represents and warrants that 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 the Announcement of which it forms part; and (c) to receive on its behalf any investment letter relating to the Placing in the form provided to it by Cavendish;
• it has the funds available to pay for the Placing Shares for which it has agreed to acquire and acknowledges and agrees that it will pay the total amount in accordance with the terms of the Announcement on 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;
• it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or be located or have an address in, or subject to the laws of, the United States, Australia, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;
• none of Cavendish, the Company nor any of their respective Representatives nor any person acting on behalf of any of them 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 Cavendish and that Cavendish does not have any duties or responsibilities to it for providing the protections afforded to its 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 the terms and conditions of the Announcement on the due times and dates set out in the Announcement, 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 the Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;;
• 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,
• it has not offered or sold and will not offer or sell any Placing Shares to persons in a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or within the meaning of the UK Prospectus Regulation, or an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;
• 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 the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;
• it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the MAR in respect of anything done in, from or otherwise involving the United Kingdom);
• if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to each proposed offer or resale;
• if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it has not:
• Cavendish and its 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 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 affiliates acting as an investor for its or their own account(s). Neither 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:
• it acknowledges that its commitment to acquire Placing Shares on the terms set out in the Announcement and in the contract note, through the electronic trade confirmation or other (oral or written) confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or 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 for which it agrees to acquire upon the terms of the Announcement;
• time is of the essence as regards its obligations under this Appendix;
• the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

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 their respective Representatives harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in the Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

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