Proposed Fundraise

Serval Resources Plc (AIM: SRVL), a company focused on building an independent copper and future metals developer, is pleased to announce a proposed fundraise to raise in aggregate a minimum amount of £6.5 million (before expenses) at a price of 25 pence per new ordinary share of the Company (the "Fundraise", "Issue Price" and "New Ordinary Shares" respectively).

The Fundraise will comprise a firm placing to raise approximately £2.5 million (US$3.3 million) (the "Firm Placing") and, subject to shareholder approval, a conditional placing to raise approximately £3.5 million (US$4.6 million) (the "Conditional Placing" and together with the Firm Placing, the "Placing"), a direct subscription with the Company to raise approximately £0.5 million (US$0.7 million) (the "Subscription") and a separate retail offer to raise additional proceeds (the "Retail Offer").

The proposed Fundraise is expected to enable Serval to accelerate exploration across its prospective African copper portfolio, including a large-scale drilling programme in Namibia. In addition, the proposed Fundraise is intended to fund a maiden drilling programme in Botswana and continued exploration work on the Duékoué project in Côte d'Ivoire.

Capital DI Limited ("Capital Drilling"), an existing significant shareholder of the Company, and associated partners have agreed to invest £3.8 million (US$5 million) in aggregate under the Conditional Placing and Subscription, via the issue of 14,180,000 New Ordinary Shares pursuant to the Conditional Placing and the issue of 1,020,000 New Ordinary Shares in the Subscription, which will form part of the Conditional Fundraise Shares. The Company proposes to enter into a Drilling Services Agreement with a subsidiary of Capital Drilling in respect of the drilling programme at the Company's Kaoko Basin project in Namibia. Serval Resources will use £3 million (US$4 million) of the proceeds to fund the drilling programme.

The Retail Offer will be conducted through Retail Book Limited ("Retail Book"). A further announcement will be made by the Company shortly in connection with the Retail Offer.

In addition to the New Ordinary Shares issued in connection with the Fundraise, the Company will also issue 4,365,526 additional consideration warrants to subscribe for New Ordinary Shares to KCL Investments Limited ("KCI") at nominal value ("Additional Consideration Warrants") and 401,445 additional report warrants to subscribe for New Ordinary Shares at nominal value (the "Additional Report Warrants"), pursuant to the terms and conditions of the share purchase agreement between the Company and KCI, as varied on 31 March 2026 ("SPA"), the KCI Agreement (as defined below) and warrant instruments to be constituted by the Company ("Warrant Instruments").

The Company has engaged S.P. Angel Corporate Finance LLP ("SP Angel"), its Nominated Adviser and Broker, and H&P Advisory Limited ("H&P") as joint bookrunner to the Placing (H&P together with SP Angel, the "Joint Bookrunners").

CEO Robin Birchall, commented:

"Capital Drilling's support in the Fundraise is a major endorsement of the quality of our Kaoko Basin copper-silver ("Cu-Ag") project in Namibia, where we have already delineated multiple high-grade Cu-Ag prospects and can aim to commence drilling by the end of this year. We are delighted to be finalising a drilling services agreement with Capital Drilling which is expected to allow for a large-scale drilling programme to accelerate the evaluation of the Kaoko Basin project. The Fundraise and drilling services agreement will support delivery of a possible maiden mineral resource estimate in Namibia, the confirmation of expected mineralised contact in our highest priority Botswana licences and ongoing exploration work at our project in Côte d'Ivoire."

For the purposes of this announcement an exchange rate of £1:$1.32 has been used.

Rationale for the Fundraise

Since its Ordinary Shares were admitted to trading on AIM in April 2026, Serval has made significant progress in establishing itself as a copper-focused exploration and development company with exposure to African mining jurisdictions that rank favourably for mining policy and investment attractiveness.

The completion of the acquisition of Kalahari Copper Limited ("KCL") gave Serval a substantial land position across two highly prospective but relatively under-explored copper districts: the Kaoko Basin in Namibia and the Kalahari Copper Belt in Botswana. Management has highlighted the geological similarities between these regions and the world-class Central African Copper Belt, suggesting the potential for significant sediment-hosted copper discoveries, with additional exposure to valuable by-products such as silver.

In Namibia, the Company has followed its strategy to carry out systematic fieldwork to confirm and define both existing and new Cu-Ag mineralisation occurrences. This has been achieved by a combination of geological mapping and sampling, with the Company recently announcing high-grade Cu-Ag sample results from ALS Laboratories across multiple prospects. The Fundraise is expected to allow Serval to accelerate its evaluation of this emerging copper region by funding a large-scale drilling campaign of ca. 20,000 metres, which it proposes to appoint Capital Drilling to conduct, and Capital Drilling, along with associated persons, are also participating in the Fundraise. Given there is already historic drilling data on the Namibian projects from KCL, Serval has the opportunity to work towards a maiden mineral resource for the Kaoko Basin project in 2027.

In Botswana, Serval is focused on its two highest priority licences which are on strike to MMG Limited's major Khoemacau operation. The Company's approach here is to use a combination of geophysical techniques, backed up by soil sampling and other fieldwork, with the aim of establishing the more precise location of the expected mineralised contact. The Fundraise is expected to allow Serval to define targets by Q2 2027, with a maiden drilling programme of ca. 3,000 metres intended to be carried out in H2 2027 on the Sweet Thorn Pan and Somelo prospects.

In addition to its Namibian and Botswanan assets, Serval continues to maintain exposure to the Duékoué Project in Côte d'Ivoire through a joint venture and earn-in arrangement with La Minière de L'Eléphant SARL. The Company believes the project exhibits characteristics associated with iron oxide copper-gold ("IOCG") or porphyry-style mineralisation systems, providing diversification beyond its sediment-hosted copper opportunities.

Copper market fundamentals remain attractive, underpinned by long-term demand growth and expected constrained future supply. Copper is a critical metal for electrification, and the new digital economy, as well as an underpin to industrial development and global growth. On the supply side, declining ore grades, a shortage of new large-scale discoveries and increasingly lengthy mine development timelines are limiting the industry's ability to bring new supply to market. This structural outlook has led S&P Global Energy & Market Intelligence in 2025 to forecast a potential 10 Mt deficit by 2040 without investment in new supply, creating a promising backdrop for companies such as Serval which are focused on the discovery and development of new copper resources in favourable jurisdictions.

Highlights of the Fundraise

The proposed Fundraise comprises of:

the Firm Placing to raise, approximately £2.5 million (US$3.3 million) through the issue of 9,689,164 New Ordinary Shares at the Issue Price (the "Firm Placing Shares");

the Conditional Placing to raise approximately £3.5 million (US$4.6 million) (before expenses) through the issue of 14,180,000 New Ordinary Shares at the Issue Price (the "Conditional Placing Shares" and together with the Firm Placing Shares, the "Placing Shares");

the Subscription to raise approximately £0.5 million (US$0.7 million) through the issue of 2,182,000 New Ordinary Shares at the Issue Price (the "Subscription Shares");

the Retail Offer to raise additional funds through the issue of New Ordinary Shares at the Issue Price (the "Retail Offer Shares"). A further announcement will be made shortly in connection with the Retail Offer;

Capital Drilling, an existing significant shareholder, and associated partners, will invest in aggregate US$5 million under the Conditional Placing and Subscription;

the Fundraise will be completed in two tranches. The first tranche will consist of Firm Placing Shares, which will be issued pursuant to existing shareholder authorities approved at the Annual General Meeting on 24 June 2026 (the "AGM Authorities"). The Firm Placing Shares are expected to be admitted to trading on AIM on or around 16 October 2026 ("First Admission"). At First Admission, the Company will also issue the Additional Consideration Warrants and Additional Report Warrants to KCI; and

the second tranche will consist of the issue of 14,180,000 Conditional Placing Shares, 2,182,000 Subscription Shares and the Retail Offer Shares (if any) (the "Conditional Fundraise Shares"). The issue of the Conditional Fundraise Shares will be conditional upon shareholder approval being received at a general meeting of the Company, which is proposed to be convened at such date and time to be fixed and announced by the Company in due course (the "General Meeting"). Subject to and conditional on, among other things, the receipt of shareholder approval at the General Meeting, the Conditional Fundraise Shares are expected to be admitted to trading on AIM on or around 3 November 2026 ("Second Admission"). At Second Admission, the Company will also issue the Broker Warrants (as defined below) to the Joint Bookrunners.

The Placing will be effected by way of an accelerated bookbuild (the "Bookbuild"). The Bookbuild will open immediately following the release of this Announcement.

General Meeting

At the annual general meeting of the Company held on 24 June 2026, the Company obtained the AGM Authorities, which gave the Directors authority to issue and allot new Ordinary Shares for cash up to a maximum aggregate nominal amount of £127,011.50 (representing approximately 75 per cent. of the Company's issued share capital). The AGM Authorities will not be sufficient to issue all of the New Ordinary Shares and the warrants to subscribe for Ordinary Shares proposed to be issued pursuant to the Fundraise (including the Additional Consideration Warrants, the Additional Report Warrants and the Broker Warrants), and therefore the Fundraise will be completed in two tranches, as set out above.

The Company notes that following the announcement of the results of the Fundraise, it will publish a shareholder circular, which will include a Notice of General Meeting setting out the shareholder resolutions for approval in respect of the Conditional Fundraise Shares and the Broker Warrants (as defined below) ("Fundraise Resolutions"), and the Board's recommendation to vote in favour of such resolutions. It is expected that the General Meeting will be held in early November 2026.

Use of Proceeds

The Company intends to deploy the net proceeds of the Fundraise as follows:

The Placing

The Placing will be completed in two tranches. The first tranche will consist of 9,689,164 Firm Placing Shares, which will be issued pursuant to the AGM Authorities. The Firm Placing Shares are expected to be admitted to trading on AIM on or around 16 October 2026, at First Admission. The second tranche will consist of the issue of 14,180,000 Conditional Placing Shares. The issue of the Conditional Placing Shares will be conditional upon, amongst other things, shareholder approval being received at the General Meeting.

The final number of Conditional Placing Shares to be issued pursuant to the Placing will be determined by the Company and the Joint Bookrunners following closure of the Bookbuild. The Placing Shares, when issued, will be fully paid and will rank "pari passu" in all respects with the existing ordinary shares of 0.5 pence each in the capital of the Company ("Ordinary Shares").

The Placing has been arranged by SP Angel and H&P as Joint Bookrunners in accordance with the terms and conditions set out in the Appendix to this Announcement. The Bookbuild will determine final demand for and participation in the Placing. The Bookbuild is expected to close not later than 7 a.m. (London time) on 15 October 2026.

Details of the result of the Placing will be announced as soon as practicable after closure of the Bookbuild. Attention is drawn to the detailed terms and conditions of the Placing described in the Appendix (which forms part of this Announcement). By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions in it, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

The Subscription

The Company will enter into subscription agreements with certain existing shareholders of the Company, pursuant to which the Company will agree to issue the Subscription Shares to such investors, at the Issue Price, raising for the Company approximately £0.5 million (US$0.7 million) (the "Subscription Agreements"). The Subscription Shares will be subscribed for on the basis agreed pursuant to the Subscription Agreements, rather than pursuant to the terms and conditions of the Placing contained in the Appendix to this Announcement.

Robin Birchall, John Treacy, Andrew Benitz, Brian Gordon and Maximillian Denning (together, the "Subscribing Directors") have agreed to subscribe for an aggregate of 284,311 Subscription Shares at the Issue Price, raising gross proceeds of £72,500.

The Subscription Shares, when issued, will be fully paid and will rank "pari passu" in all respects with each other and with the existing Ordinary Shares, including, without limitation, as regards the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Subscription is conditional upon the passing of the Fundraise Resolutions and Second Admission. The Subscription is also conditional upon the Placing Agreement becoming unconditional in all respects and not being terminated in accordance with its terms.

The Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares in issue.

KCI Arrangements

Pursuant to the terms of the SPA, KCI has an anti-dilution right to be issued additional warrants to subscribe at nominal value in respect of the first 8,398,890 new Ordinary Shares issued pursuant to the Firm Placing. The Company and KCI have agreed that KCI will be issued, conditional on First Admission, 4,365,526 Additional Consideration Warrants.

In addition, KCI will be issued 401,445 Additional Report Warrants to subscribe for Ordinary Shares at nominal value. The Additional Report Warrants will be issued in respect of the Ordinary Shares issued under the IPO retail offer and which should have been included in the calculation of the 1,006,477 warrants granted to KCI under the Report Warrant Instrument dated 27 April 2026.

KCI has further agreed to waive its additional right under the SPA to subscribe for New Ordinary Shares to maintain its pro rata shareholding in the Company, in respect of: (i) the remaining Ordinary Shares to be issued pursuant to, and which form part of, the Firm Placing; (ii) any Conditional Fundraise Shares issued at Second Admission; and (iii) the Broker Warrants or any Ordinary Shares issued pursuant to the Broker Warrants.

The terms of the arrangements with KCI detailed above have been documented in an agreement entered into by the Company and KCI on 14 October 2026 ("KCI Agreement"). The KCI Agreement also includes an irrevocable undertaking from KCI to vote in favour of the Fundraise Resolutions, in respect of their current holding of 27.34% of the issued share capital of the Company and the shares issued to them in connection with the Firm Fundraise.

Drilling Services Agreement and subscription

Serval is proposing to enter into a drilling services agreement with a Capital Drilling subsidiary for an aggregate value of £3 million (US$4 million), which will allow for a 20,000 metres drilling programme at the Company's Kaoko Basin project in Namibia. The agreement is expected to be conditional upon the Company making a pre-payment equal to the value of the contract.

Capital Drilling and associates will invest a total of £3.8 million (US$5 million) in Serval Resources which form part of the Conditional Fundraise Shares. Serval Resources will use £3 million (US$4 million) of this to fund the drilling programme.

The drilling services agreement is expected to have a start date of 1 November 2026, at which point mobilisation of two diamond drill rigs to Serval's site in Namibia will commence.

Related Party Transactions

The entry by the Company into the KCI Agreement and the constitution by the Company of the Warrant Instruments and the issue of the Additional Consideration Warrants and the Additional Report Warrants thereunder, are each deemed to be a Related Party Transaction pursuant to AIM Rule 13 of the AIM Rules for Companies. Accordingly, the Directors of the Company, other than Andrew Benitz (being KCI's nominated director), having consulted with S.P. Angel Corporate Finance LLP, the Company's nominated adviser, consider the issue of the KCL Warrants to KCI to be fair and reasonable in so far as all shareholders are concerned.

The Subscribing Directors being Robin Birchall, John Treacy, Andrew Benitz, Brian Gordon and Maximillian Denning have each subscribed for Subscription Shares as follows:

The Subscribing Directors Shares will be allotted and issued subject to and conditional on, among other things, the receipt of shareholder approval at the General Meeting.

The updated percentage holdings of the significant shareholders will be disclosed in due course along with the result of the Retail Offer.

The Retail Offer

The Directors value the Company's retail investor base and believe that it is appropriate to provide private and other investors with an opportunity to participate in the Fundraise alongside institutional investors. The Company therefore intends to open this opportunity to individual investors through RetailBook and further announcements will be made shortly in connection with the Retail Offer. For the avoidance of doubt, the Placing and the Subscription are not conditional on the Retail Offer and the Retail Offer is not part of the Placing. The Retail Offer is the sole responsibility of the Company. SP Angel and H&P have no responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.

Broker Warrants

As part of the commission payable to the Joint Bookrunners in respect of the Placing, the Company intends to issue Broker Warrants to the Joint Bookrunners, to be split equally between them. The Broker Warrants are exercisable at the Issue Price for a period of 24 months from the date of Second Admission. The issue of the Broker Warrants is conditional upon the passing of the Fundraise Resolutions at the General Meeting, and upon Second Admission.

The Broker Warrants will not be admitted to trading on AIM or any other stock exchange.

Issue of Equity and Admission

Applications will be made to the London Stock Exchange for admission of the Firm Placing Shares, the Conditional Fundraising Shares to trading on AIM ("Admission").

Applications will be made to the London Stock Exchange for the First Admission and the Second Admission, respectively. It is expected that settlement of the Firm Fundraise Shares will take place on or around 16 October 2026 and First Admission will become effective and dealings in the First Fundraise Shares will commence at that time. It is expected that, subject to the passing of the Fundraise Resolutions, settlement of the Conditional Fundraise Shares will take place as soon as practicable following the General Meeting.

Other Information

The TIDM for the Company's Ordinary Shares is SRVL. The Company's LEI is 213800OGUKNP4BM2CS8.

Attention is drawn to the section headed 'Important Information' in this Announcement and the terms and conditions of the Placing (representing important information for Placees only) in the Appendix to this Announcement.

Capital Access Window

As announced on 7 October 2026, the Company decided to utilise a Capital Access Window in connection with the Fundraise. This is a voluntary pause to the trading of a Company's shares to make it easier for companies to reach a broader range of investors during a fundraise. The Company remains in a Capital Access Window, and trading in the Ordinary Shares will remain paused, until a further announcement is made detailing the results of the Fundraise.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments, as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing measures (together, the "MiFID II Product Governance Requirements"); and (b) the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements" and, together with the MiFID II Product Governance Requirements, the "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such Placing Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II or the FCA Handbook Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for distribution through all distribution channels as are permitted distribution by MiFID II or the FCA Handbook Product Intervention and Product Governance Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors (for the purposes of the Product Governance Requirements) should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing 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 Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

Terms & Conditions

APPENDIX

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 or any other competent authority in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and the Publicly Available Information (as defined below), subject to any further terms set forth in the trade confirmation to be sent to individual Placees. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs or the EU Prospectus Regulation.

Each Placee, by participating in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, 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 this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Application for admissions to trading

The Placing is being conducted in two tranches ("Firm Placing" and "Conditional Placing"). The first tranche of Placing Shares ("Firm Placing Shares") will be allotted and issued pursuant to the Placing and are expected to be admitted to trading on AIM on or around 16 October 2026 ("First Admission"). The Firm Placing will utilise the Company's existing shareholder authorities to allot and issue new shares (being the Firm Placing Shares) on a non-pre-emptive basis for cash.

Subject to the passing of the requisite shareholder resolutions ("Fundraise Resolutions"), the second tranche of Placing Shares ("Conditional Placing Shares") will be allotted and issued pursuant to the Placing and are expected to be admitted to trading on AIM on or around 3 November 2026 ("Second Admission").

Applications have been, or will be made to the London Stock Exchange for the admission of the Firm Placing Shares and Conditional Placing Shares to trading on AIM (together, "Admissions").

First Admission is conditional, inter alia, upon the Placing Agreement (as defined below) not having been terminated and becoming unconditional in respect of the Firm Placing Shares. Second Admission of the Conditional Placing Shares is subject to the same conditions but is also conditional, inter alia, upon the passing of the Fundraise Resolutions by the Shareholders at the General Meeting to be held at 11.00 a.m. on 2 November 2026 and upon the Placing Agreement not having been terminated and becoming unconditional in respect of the Conditional Placing Shares.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners have today entered 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, the Joint Bookrunners, as agents for and on behalf of the Company, have agreed to use their reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.

The Placing Shares will, when issued, be subject to the 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 0.5 pence each (the "Existing 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 Existing Ordinary Shares after the date of issue of the Placing Shares.

As part of the Placing, the Company has agreed that subject to certain exceptions, it will not, for a period of 90 days after (but including) Second Admission (or First Admission if Second Admission does not occur), without the prior consent of the Joint Bookrunners allot or issue, or enter into any agreement or arrangement which would give rise to an obligation or an increased obligation (in each case whether contingent or otherwise) to allot or issue, any share or any instrument or security convertible into a share in the capital of the Company. This agreement is subject to certain exceptions and does not prevent, inter alia, the allotment and issue of the Conditional Placing Shares, the Subscription Shares under the Subscription or the Retail Offer Shares pursuant to the Retail Offer, the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or the issue by the Company of any convertible security in existence or to be issued as described in the announcement of which this Appendix forms part or any ordinary shares of the Company upon the exercise of any right or option or the conversion of a security as described in the announcement of which this Appendix forms part or already in existence.

Conditions to the Firm Placing and Conditional Placing

The Firm Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms prior to First Admission.

The obligations of the Joint Bookrunners under the Placing Agreement, in so far as they relate to the Firm Placing, are, and the Firm Placing is, conditional upon, inter alia:

none of the Warranties being untrue and inaccurate in any material respect and not misleading as of the date of the Placing Agreement and on First Admission, and no matter having arisen prior to First Admission which might reasonably be expected to give rise to a claim under the Placing Agreement for a breach of Warranty;

the Company complying with its obligations under the Placing Agreement in all material respects to the extent that the same fall to be performed prior to First Admission;

the Firm Placing Shares having been issued and allotted subject only to First Admission in accordance with the Placing Agreement;

First Admission taking place not later than 8:00 a.m. on 16 October 2026 or such later date as is agreed in writing between the Company and the Joint Bookrunners, but in any event not later than 8:00 a.m. on 30 October 2026 (the "First Long Stop Date");

the KCI Agreement remaining in full force and effect, not having lapsed or been rescinded or terminated (or been the subject of a notice of termination) or amended (except with the prior written consent of the Joint Bookrunners or where such amendment is not, nor could reasonably be expected to be, material) prior to First Admission and no event having arisen prior to First Admission which gives a party thereto a right to rescind or terminate the KCI Agreement;

the subscription agreements in connection with the Subscription not having been rescinded, withdrawn, terminated or lapsed prior to First Admission;

there not having arisen or occurred before First Admission any matter, fact, circumstance or event such that in the opinion of the Joint Bookrunners (acting in good faith) a supplementary circular should be posted to shareholders of the Company and/or a supplementary announcement should be released by the Company to RIS which the Joint Bookrunners consider (acting in good faith) to be materially adverse in the context of the Placing or First Admission; and

there not occurring, in the opinion of the Joint Bookrunners, a material adverse change prior to First Admission.

The Conditional Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in respect of the Conditional Placing in accordance with its terms prior to Second Admission.

The obligations of the Joint Bookrunners under the Placing Agreement, in so far as they relate to the Conditional Placing, are, and the Conditional Placing is, conditional upon, inter alia:

First Admission having occurred no later than 8:00 a.m. on the First Long Stop Date;

the General Meeting having taken place on the date set out in the Notice or, with the prior written consent of the Joint Bookrunners (such consent not to be unreasonably withheld or delayed) on any adjourned date for the General Meeting and each of the requisite Fundraise Resolutions having been passed thereat by the requisite majority without any material amendment not approved by the Joint Bookrunners (such consent not to be unreasonably withheld or delayed);

the Company complying with its obligations under the Placing Agreement in all material respects to the extent that the same fall to be performed prior to Second Admission;

the Company having allotted, subject only to Second Admission, the Conditional Placing Shares in accordance with the Placing Agreement;

none of the Warranties being untrue and inaccurate in any material respect and not misleading as of the date of the Placing Agreement and on the Second Admission, and no matter having arisen prior to Second Admission which might reasonably be expected to give rise to a claim under the Placing Agreement for a breach of Warranty;

Second Admission having become effective at or before 8.00 a.m. on 3 November 2026 or such later time as the Joint Bookrunners may agree with the Company (not being later than 8.00 a.m. on 17 November 2026 (the "Second Long Stop Date");

the subscription agreements in connection with the Subscription having become unconditional in all respects (subject only to Second admission) and (unless they are being settled on a dvp basis through one of the Joint Boorkrunners) payment for such Subscription Shares having been received by the Company by 12:00 p.m. the Business Day prior to Second Admission and not having been rescinded, withdrawn, terminated or lapsed prior to Second Admission;

there not having arisen or occurred before Second Admission any matter, fact, circumstance or event such that in the opinion of the Joint Bookrunners (acting in good faith) a supplementary circular should be posted to shareholders of the Company and/or a supplementary announcement should be released by the Company to RIS which the Joint Bookrunners consider (acting in good faith) to be materially adverse in the context of the Placing or Second Admission;

there not occurring, in the opinion of the Joint Bookrunners, a material adverse change prior to First Admission,

(all conditions to the obligations of each of the Joint Bookrunners included in the Placing Agreement in respect of First Admission and Second Admission (and either or both of them as the context requires) being together, the "Conditions").

If any of the Conditions set out in the Placing Agreement in relation to the Firm Placing are not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms prior to First Admission, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

If any of the Conditions set out in the Placing Agreement in relation to the Conditional Placing are not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and the Joint Bookrunners may agree), or the Placing Agreement is terminated in accordance with its terms after the First Admission but prior to Second Admission, the Conditional Placing will lapse and the Placees' rights and obligations in respect of the Conditional Placing (including the Conditional Placing Shares) shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Condition relating to First Admission referred to in paragraphs ‎c and ‎d above and Condition relating to Second Admission referred to in paragraphs ‎d and ‎f above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither the Joint Bookrunners nor any of their respective affiliates nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them 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.

In consideration for its services in relation to the Placing and Admissions and conditional upon completion of the Placing, the Joint Bookrunners will be paid a commission based on the aggregate value of the Placing Shares (excluding any Placing Shares issued to certain excluded investors not procured by the Joint Bookrunners) at the Issue Price.

Termination of the Placing

Firm Placing Termination

The Joint Bookrunners (or either of them) may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to First Admission if, inter alia:

any Warranty, in the good faith opinion of the Joint Bookrunners was, when given, untrue, inaccurate or misleading in any respect; or

any Warranty, in the good faith opinion of the Joint Bookrunners, is not, or has ceased to be, true, accurate or not misleading or would not be true, accurate or not misleading if then repeated as at First Admission by reference to the facts subsisting at the time; or

the Company has failed to or is unable to comply with any of its obligations under the Placing Agreement; or

there has occurred, in the opinion of the Joint Bookrunners (or either of them), acting in good faith, a material adverse change, since the date of the Placing Agreement; or

any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is, in the good faith opinion of the Joint Bookrunners, incorrect or that there has been an omission therefrom or has become or been discovered to be untrue, inaccurate or misleading; or

a supplementary circular has been published by the Company;

in the opinion of the Joint Bookrunners (acting in good faith), there has been a force majeure event and, in the opinion of the Joint Bookrunners, be likely to prejudice materially the Company or the Placing, or make the success of the Placing doubtful or makes it impracticable or inadvisable to proceed with the Placing, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable.

Conditional Placing Termination

The Joint Bookrunners (or either of them) may, in their absolute discretion, by notice to the Company, terminate the Placing Agreement at any time between First Admission and Second Admission if, inter alia:

any Warranty, in the good faith opinion of the Joint Bookrunners was, when given, untrue, inaccurate or misleading in any respect; or

any Warranty, in the good faith opinion of the Joint Bookrunners, is not, or has ceased to be, true, accurate or not misleading or would not be true, accurate or not misleading if then repeated as at Second Admission by reference to the facts subsisting at the time; or

the Company has failed to or is unable to comply with any of its obligations under the Placing Agreement; or

there has occurred, in the opinion of the Joint Bookrunners (or either of them), acting in good faith, a material adverse change, since the date of the First Admission; or

any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is, in the good faith opinion of the Joint Bookrunners, incorrect or that there has been an omission therefrom or has become or been discovered to be untrue, inaccurate or misleading; or

a supplementary circular has been published by the Company; or

in the opinion of the Joint Bookrunners (acting in good faith), there has been a force majeure event and, in the opinion of the Joint Bookrunners, be likely to prejudice materially the Company or the Second Admission, or make the success of the Second Admission doubtful or makes it impracticable or inadvisable to proceed with the Second Admission, or render the creation of a market in the ordinary share capital of the Company temporarily or permanently impracticable.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof, save that if the Placing Agreement is terminated following First Admission but prior to Second Admission then Second Admission will not occur but such Placees' obligations will remain fully effective in respect of the Firm Placing Shares and First Admission.

By participating in the Bookbuild, each Placee agrees with the Company and the Joint Bookrunners that the exercise by the Company or either of the Joint Bookrunners of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or the Joint Bookrunners or for agreement between the Company and the Joint Bookrunners (as the case may be) and that neither the Company nor the Joint Bookrunners need make any reference to such Placee and that none of the Company, the Joint Bookrunners nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against the Joint Bookrunners, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by the Joint Bookrunners of a trade confirmation email confirming that Placee's allocation and commitment in the Placing.

Principal terms of the Placing

1 The Joint Bookrunners are acting as joint bookrunners to the Placing, as agents for and on behalf of the Company.

2 Participation in the Placing will only be available to persons who may lawfully be, and are, invited by a Joint Bookrunner to participate. The Joint Bookrunners and any of their respective affiliates are entitled to participate in the Placing as principal.

3 The Issue Price is fixed at 25 pence per Placing Share and is payable to the Joint Bookrunners (as agents for the Company) by each Placee.

4 The Joint Bookrunners will, following consultation with the Company and at the discretion of the Company, determine the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by a Joint Bookrunner as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.

5 Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by a Joint Bookrunner. The terms of this Appendix will be deemed incorporated in any such trade confirmation.

6 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 the Joint Bookrunners' consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint Bookrunner (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.

7 Except as required by law or regulation, no press release or other announcement will be made by the Joint Bookrunners 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.

9 All obligations under and in respect of Firm Placing and Conditional Placing will be subject to satisfaction of the relevant conditions referred to above under "Conditions of the Firm Placing and Conditional Placing" and to the Placing not being terminated in respect of the Firm Placing or the Conditional Placing, as the case may be, on the basis referred to above under "Termination of the Placing".

10 By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described above and will not be capable of rescission or termination by the Placee.

11 To the fullest extent permissible by law and applicable FCA rules, neither:

the Joint Bookrunners;

any of the Joint Bookrunners' affiliates, agents, directors, officers, consultants, partners or employees; nor

to the extent not contained within a or b, any person connected with a Joint Bookrunner as defined in the FSMA (b and c being together "affiliates" and individually an "affiliate" of a Joint Bookrunner);

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 the Joint Bookrunners nor any of their respective affiliates 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 agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them in each of the Firm Placing and the Conditional Placing, the Issue Price and the aggregate amount owed by them to the Joint Bookrunners.

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

Settlement of transactions in the Placing Shares (ISIN: GB00BVRY1W08) following the Admissions will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 16 October 2026 with respect to the Firm Placing Shares ("First Settlement Date") and at 8.00 a.m. on 3 November 2026 with respect to the Conditional Placing Shares (the "Second Settlement Date") in accordance with the trade confirmations. 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 the Joint Bookrunners may agree that the Placing Shares should be issued in certificated form. The Joint Bookrunners reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems 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.

The relevant settlement details for the Placing Shares are as follows:

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

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for the Joint Bookrunners' own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on the Joint Bookrunners all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional trade 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. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuild 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 the Joint Bookrunners (in their capacity as joint bookrunner and joint placing agent of the Company in respect of the Placing) that (save where the Joint Bookrunners expressly agree in writing to the contrary):

1 it has read and understood this 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 the Admissions, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;

is required under the PRM or any other applicable law; and

has been or will be prepared in connection with the Admissions or the Placing;

3 the Existing Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4 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 the Joint Bookrunners 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 this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested the Joint Bookrunners, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5 the Joint Bookrunners nor any person acting on behalf of them nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

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 this Announcement, 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 this Announcement;

neither the Joint Bookrunners, nor the Company (nor any of their respective Representatives) have made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;

it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

it has not relied on any investigation that the Joint Bookrunners or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

6 the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither the Joint Bookrunners nor any persons acting on their behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this 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 this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

7 neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan;

9 it may be asked to disclose in writing or orally to the Joint Bookrunners: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

10 it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due times and dates set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as the Joint Bookrunners determine;

11 it and/or each person on whose behalf it is participating:

has fully observed such laws and regulations;

12 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 with an address in, or subject to the laws of, the United States, Australia, New Zealand, 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, New Zealand, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

16 it understands that:

17 it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

pursuant to another exemption from registration under the Securities Act, if available,

19 it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

21 it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing Shares and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

23 none of the Joint Bookrunners, 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 the Joint Bookrunners and that the Joint Bookrunners have no 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;

24 it will make payment to the Joint Bookrunners for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as the Joint Bookrunners determine in their absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the 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 this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

26 no action has been or will be taken by any of the Company, the Joint Bookrunners or any person acting on behalf of the Company or the Joint Bookrunners that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

27 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,

and that the Joint Bookrunners and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and the Joint Bookrunners in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of the Joint Bookrunners who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

29 if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)(a)-(d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

30 it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Second Admission (or First Admission if Second Admission does not occur) 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 of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR, or an offer to the public in any member state of the EEA (within the meaning of the EU Prospectus Regulation);

31 if it is within the United Kingdom, it is a Qualified Investor within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

32 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 this Announcement has not been approved by a Joint Bookrunner 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;

34 if it is a financial intermediary, the Placing Shares acquired by it 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 (within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR), or in circumstances in which the express prior written consent of the Joint Bookrunners has been given to each proposed offer or resale;

37 the Joint Bookrunners, nor the Company nor any of their respective Representatives nor any person acting on behalf of the Company, the Joint Bookrunners or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

38 the Joint Bookrunners and their respective affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this 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, the Joint Bookrunners and/or any of their respective affiliates acting as an investor for its or their own account(s). Neither the Joint Bookrunners 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;

39 it:

is not a person:

named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

(together with the Money Laundering Regulations, the "Regulations") and if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Joint Bookrunners such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Joint Bookrunners on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Joint Bookrunners may decide at their sole discretion;

40 in order to ensure compliance with the Regulations, the Joint Bookrunners (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity. Pending the provision to the Joint Bookrunners or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at the Joint Bookrunners' absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at the Joint Bookrunners' or the Company's registrars', as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity the Joint Bookrunners (for themselves and as agents on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, either a Joint Bookrunner and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

42 any money held in an account with the Joint Bookrunners on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from a Joint Bookrunner's money in accordance with the client money rules and will be used by a Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of such Joint Bookrunner;

43 a Joint Bookrunner may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;

44 neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

45 it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade 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 the Joint Bookrunners' conduct of the Placing;

47 it irrevocably appoints any duly authorised officer of the Joint Bookrunners 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 this Announcement;

48 the Company, the Joint Bookrunners and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to the Joint Bookrunners on their own behalf and on behalf of the Company and are irrevocable;

will remain liable to the Company and the Joint Bookrunners for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

51 time is of the essence as regards its obligations under this Appendix;

52 any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to a Joint Bookrunners;

53 the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

54 the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuild Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, the Joint Bookrunners 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 the Joint Bookrunners, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

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

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to the Joint Bookrunner on their own behalf and on behalf of the Company and are irrevocable.

The Joint Bookrunners are authorised and regulated by the FCA in the United Kingdom and are acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and the Joint Bookrunners will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

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

When a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with a Joint Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from a Joint Bookrunner's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

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

The New Ordinary Shares to be issued pursuant to the Fundraise will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.