Not for release to US wire services or distribution in the United States

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX AND THE INFORMATION CONTAINED HEREIN), IS FOR INFORMATION PURPOSES ONLY AND IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, AND DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INTO OR FROM THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY NEW ORDINARY SHARES OF NEOMETALS LTD IN THE UNITED STATES, CANADA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK VERSION OF REGULATION (EU) NO. 596/2014 ON MARKET ABUSE, AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("UK MAR").

20 November 2023

Neometals Ltd

("Neometals" or the "Company")

PROPOSED EQUITY RAISING TO ADVANCE DEVELOPMENT AND EXPANSION OF PRIMOBIUS

Highlights

·      Neometals intends to undertake an equity placement (the "Placement") to raise gross proceeds of approximately A$7.0 million (equivalent to approximately £3.7¹ million) and a non-renounceable entitlement issue (the "Entitlement Issue") to raise up to approximately A$13.0 million (equivalent to approximately £6.8¹ million). The Placement is to be conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following the release of this Announcement (including the Appendix) (the "Announcement").

·      The Placement price of A$0.19 per New Ordinary Share (as defined below) (equivalent to £0.10¹ pence) (the "Placement Price") represents a discount of approximately 24.0 per cent to the last closing price of A$0.25 per share on the Australian Securities Exchange ("ASX") on 20 November 2023 and discount of approximately 26.1 per cent to the 5-day volume weighted average price on the ASX of A$0.2571 per share up to and including 20 November 2023.

·      The proceeds of the Placement are intended to be used primarily to advance the development and expansion of the Company's Primobius lithium-ion battery ("LIB") recycling Joint Venture ("JV") (the "Primobius JV") and to progress Neometals' other businesses.

·      Euroz Hartley Limited ("Euroz") is acting as lead manager ("Lead Manager") to the Placement in Australia, pursuant to a mandate letter entered into with the Company on 20 November 2023 ("Australian Placement Agreement") and Cavendish Capital Markets Limited ("Cavendish") is acting as co-manager, bookrunner and agent ("Co-Manager") in connection with the Placement in the UK, pursuant to a placement agreement entered into with the Company on 20 November 2023 ("UK Placement Agreement"; and, together with the Australian Placement Agreement, the "Placement Agreements").

Innovative battery materials recycler, Neometals Ltd (ASX: NMT & AIM: NMT), announces that it intends to raise gross proceeds of approximately A$7.0 million (£3.7 million¹) by way of a Placement at the Placement Price.

The Placement will comprise the issue of new ordinary shares of no-par value each in the capital of the Company (the "New Ordinary Shares"). The Bookbuild will be launched immediately following the release of this Announcement. The exact number of New Ordinary Shares ("Placement Shares") to be issued in Australia and in the UK will be agreed by the Lead Manager, the Co-Manager and the Company at the close of the Bookbuild. Details of the number of the New Ordinary Shares to be issued will be announced as soon as practicable after the close of the Bookbuild.

The Entitlement Issue will be offered to eligible Neometals shareholders with registered addresses in Australia or New Zealand to raise up to an additional A$13.0 million. The Entitlement Issue will be priced at the Placement Price.

Chris Reed, Neometals' Managing Director and Chief Executive Officer, commented:

"We have not raised equity capital for 11 years and welcome new investors to join the register as well as those existing shareholders topping up their holdings. Not only will the Placement and Entitlement Issue allow us to bridge finance ahead of more material revenues to the Primobius JV, it also allows us to bolster what has historically been a retail dominated register."

¹Calculated by reference to a GBP:AUD exchange rate of 1:1.90 as at 9:00 a.m. UK time on 20 November 2023

Background to and Reasons for the Placement

Neometals' key LIB recycling business, Primobius, is focused on exploiting a proprietary process ("Recycling Technology") to produce nickel, cobalt and lithium (amongst other products) from production scrap and end-of-life LIBs in a 50:50 incorporated JV with leading global plant builder SMS group. The Primobius JV is the recycling technology partner to Mercedes-Benz, which has ordered a 2,500tpa shredding 'Spoke' plant which has commenced the installation phase in southern Germany in Q4 2023 with commissioning set to commence in Q1 2024. This marks a significant milestone for Primobius as it represents the first commercial recycling plant supply agreement to a global electric vehicle OEM. 

The Primobius 2,500tpa Spoke can now be supplied to existing licensees and new customers and similar supply arrangements for the Hub is targeted for Q4 2023. Primobius expects a separate Hub purchase order from Mercedes-Benz in Q4 2023.

In addition, Primobius has an option to purchase company equity in a Recycling Technology licensee (Stelco in Canada) which plans to own the first 20,000tpa operation ("Option"). If the Option is not exercised, Stelco will retain its North America technology license and Primobius will be entitled to a gross revenue royalty.

The Company intends to conduct the Placement to raise proceeds primarily to advance the development and expansion of the Primobius LIB recycling JV whilst also progressing Neometals' other businesses. In particular, funds raised from the Placement will support Primobius in delivering its 2,500tpa Spoke plant for Mercedes-Benz by the end of H1 2024 and enable Primobius to secure the separate Hub purchase order to deliver a fully integrated plant for Mercedes-Benz by the end of H2 2024. In addition, Primobius intends to progress the construction and installation of a 20,000tpa Spoke plant for Stelco by the end of H2 2024.

The proposed proceeds of the Placement and Entitlement Issue, in addition to existing cash on hand, are intended to be used by Neometals over the next 18-months as follows:

·      A$15.5 million to fund activities at the Primobius LiB recycling development

·      A$1.2 million to fund Lithium Chemical research development activities

·      A$2.5 million to fund the Vanadium and Titanium business units

·      A$6.9 million for corporate and working capital purposes

Details of the Placement

The Company announces today that it intends to raise gross proceeds of approximately A$7.0 million / £3.7 million through the issue of approximately 36.8 million New Ordinary Shares at a Placement Price of A$0.19 per New Ordinary Share (£0.10¹) utilising Neometals' existing placement capacity under ASX Listing Rule 7.1.

The total number of Placement Shares is expected to represent approximately 6.67 per cent of the Company's existing issued share capital. The Company, in conjunction with the Lead Manager and the Co-Manager, reserves the right to accept over-subscriptions for Placement Shares and to determine the maximum number of Placement Shares that will be issued in the Placement.

Placement Shares will rank equally with existing Neometals shares from the date of issue.

The Placement will be conducted by way of an accelerated bookbuild process, which will be launched immediately following the release of this Announcement and will be made available to eligible institutional, professional, and sophisticated investors ("Placees"). The Bookbuild is expected to close no later than 11.00 p.m. (UK time) on 21 November 2023.

The timing of the closing of the Bookbuild and allocations are at the discretion of Neometals together with the Lead Manager and the Co-Manager. Final details of the Placement and the number of Placement Shares will be announced as soon as practicable after the close of the Bookbuild.

An indicative timetable for the Placement and Entitlement Issue is set out below. The timetable remains subject to change at the Company's discretion, subject to compliance with applicable laws, the ASX Listing Rules and the AIM Rules for Companies.

The Placement will be conducted in accordance with the terms and conditions set out in the Appendix (which forms part of this Announcement).

Application will be made to the ASX and the London Stock Exchange for the relevant Placement Shares to be admitted to trading on ASX and AIM. It is expected that admission to trading on ASX ("ASX Admission") of the relevant Placement Shares will commence on ASX on 29 November 2023 and that admission to trading on AIM ("UK Admission") (together with ASX Admission "Admission") will become effective and that dealings in the relevant Placement Shares will commence on AIM at 8.00 a.m. (UK time) on 29 November 2023.

Euroz is acting as Lead Manager in Australia and Cavendish is acting as Co-Manager in the UK in connection with the Placement.  The Placement is not underwritten.

Further details of the Placement are also set out in the Company's investor presentation lodged with the ASX today. The investor presentation contains important information including key risks of investing in Neometals and foreign selling restrictions with respect to the Placement.

Conditions to the Placement

The Placement is conditional on Admission becoming effective and the Placement Agreements not being terminated in accordance with their terms. If the Australian Placement Agreement is terminated in accordance with its terms the Placement will not proceed.  If the UK Placement Agreement is terminated in accordance with its terms the UK component of the Placement will not proceed.

Your attention is drawn to the detailed terms and conditions of the Placement described in the Appendix to this Announcement. By choosing to participate in the Placement and by making an oral and legally binding offer to acquire Placement 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. In particular, investors should read and understand the information provided in the 'Important Information' section of this Announcement.

Details of the Entitlement Issue

Eligible Neometals shareholders, being shareholders who had a registered address in Australia or New Zealand on Neometals' register at 5.00pm (Perth time) on 24 November 2023, will be invited to subscribe for 1 new share for every 8 fully paid ordinary shares at the offer price of A$0.19 per New Ordinary Share (being the same as the Placement Price) ("Offer Price").

It is intended that the Entitlement Issue will raise up to A$13.0 million / £6.8 million. Eligible shareholders who take up their full entitlement, may also apply for additional New Ordinary Shares in excess of their Entitlement, at the Offer Price (subject to compliance with application laws and to the terms set out in the Entitlement Issue Offer Booklet). Additional New Ordinary Shares will only be available where there is a shortfall between applications received from eligible shareholders and the number of New Ordinary Shares proposed to be issued under the Entitlement Issue. Neometals retains the flexibility to scale back applications for additional New Ordinary Shares at its discretion. New Ordinary Shares issued under the Entitlement Issue will rank equally with existing Neometals shares from the date of issue. The Entitlement Issue is not underwritten.

Further details of the Entitlement Issue will be set out in the Entitlement Issue Offer Booklet, which will be released to ASX and made available to eligible shareholders in Australia and New Zealand on or around 29 November 2023. The Entitlement Issue Offer Booklet will contain instructions on how to participate in the Entitlement Issue. The Entitlement Issue is subject to the terms and conditions set out in the Entitlement Issue Offer Booklet.

Indicative Placement and Entitlement Issue Timetable

These dates are indicative only and are subject to change without notice. All times and dates refer to times and dates in Perth, Australia. Subject to the requirements of the Corporations Act 2001 (Cth) ("Corporations Act"), the ASX Listing Rules and any other applicable laws, Neometals has the right, with the consent of the Lead Manager and the Co-Manager (in certain circumstances), to amend the timetable, including extending the Entitlement Issue offer period or accepting late applications (either generally or in particular cases) without notice. The Company encourages eligible shareholders who wish to participate in the Entitlement Issue to act promptly in submitting their application forms. The Company reserves the right to close the Entitlement Issue early, by making an announcement to the ASX.

Further information and securityholder enquiries in relation to the Entitlement Issue

A copy of the Entitlement Issue Offer Booklet along with information about how to apply under the Entitlement Issue will be available from the offer open date at www.computersharecas.com.au/nmtoffer. If you have any questions in relation to how to participate in the Entitlement Issue, please contact the Offer Information Line from 8.30am to 5.00pm (Sydney time) Monday to Friday on 1300 850 505 (for callers within Australia) or +61 3 9415 4000 (for callers outside Australia) or consult your financial or other adviser.

Market Abuse Regulation Disclosure

The information contained within this Announcement is deemed by the Company to constitute inside ‎information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR"). Market Soundings, as defined in UK MAR, were taken in respect of the proposed Placement with the result that certain persons became aware of this inside information, as permitted by UK MAR. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and therefore those persons that received inside information in the market sounding are no longer in possession of such inside information relating to the Company and its securities. The person ‎responsible for arranging and authorising the release of this Announcement on behalf of the Company is Chris Reed, Managing Director & CEO.

Authorised on behalf of Neometals by Chris Reed, Managing Director & CEO

For more information, please contact:

About Neometals

Neometals has developed and is commercialising three environmentally-friendly processing technologies that produce critical and strategic battery materials at lowest quartile costs with minimal carbon footprint.

Through strong industry partnerships, Neometals is demonstrating the economic and environmental benefits of sustainably producing lithium, nickel, cobalt and vanadium from lithium-ion battery recycling and steel waste recovery. This reduces the reliance on traditional mine-based supply chains and creating more resilient, circular supply chains to support the energy transition. 

The Company's three core business units are seeking to exploit the technologies under principal, joint venture and licensing business models:

Lithium-ion Battery ("LIB") Recycling (50% technology)

Commercialisation via Primobius GmbH JV (NMT 50% equity). All plants built by Primobius' co-owner (SMS group 50% equity), a 150-year-old German plant builder. Providing recycling service as principal in Germany and commenced plant supply and licensing activities as technology partner to Mercedes-Benz. Primobius targeting first commercial 20,000tpa plant offer to Canadian company Stelco in the DecQ 2023.

Lithium Chemicals (70% technology) 

Commercialising patented ELi™ electrolysis process, co-owned 30% by Mineral Resources Ltd, to produce battery quality lithium hydroxide from brine and/or hard-rock feedstocks at lowest quartile operating costs. Co-funding Pilot Plant trials in 2023 with planned Demonstration Plant trials and evaluation studies in 2024 for potential 25,000tpa LiOH operation in Portugal under a JV with related entity to Bondalti, Portugal's largest chemical company.

Vanadium Recovery (100% technology)

Aiming to enable sustainable production of high-purity vanadium pentoxide from processing of steelmaking by-product ("Slag") at lowest-quartile operating cost. Targeting partnerships with steel makers and participants in the vanadium chemical value chain under a low risk / low capex technology licensing business model.

ADDITIONAL INFORMATION

This Announcement should be read in its entirety, including the Appendix. Investors' attention is drawn to the detailed terms and conditions of the Placement described in the Appendix (which forms part of this Announcement).

The information contained in this Announcement does not constitute investment or financial product advice (nor taxation, accounting or legal advice), is not a recommendation to acquire Neometals shares and is not intended to be used or relied upon solely as the basis for making any investment decision. The information in this Announcement does not contain all the information necessary to fully evaluate an investment in Neometals. It should be read in conjunction with the other materials lodged with ASX in relation to the Placement and the Entitlement Issue (including the investor presentation and the key risks set out therein), and Neometals' other periodic and continuous disclosure announcements. This Announcement has been prepared without taking into account the investment objectives, financial situation or needs of any individuals. Before making any investment decisions, prospective investors should consider the appropriateness of the information having regard to their own investment objectives, financial situation and needs and should seek legal, accounting and taxation advice appropriate to their jurisdiction. Neometals is not licensed to provide investment or financial product advice in respect of Neometals shares. Cooling off rights do not apply to the acquisition of New Ordinary Shares pursuant to the Placement or Entitlement Issue.

Forward Looking Statements

This Announcement contains certain forward-looking statements. These forward-looking statements are based on Neometals' expectations and beliefs concerning future events. Forward-looking statements are necessarily subject to risks, uncertainties and other factors, many of which are outside the control of Neometals, which could cause actual results to differ materially from such statements. Forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance. Actual results, performance or achievements may differ materially from those expressed or implied in such statements and any projections and assumptions on which these statements are based. These statements may assume the success of Neometals' business strategies. The success of any of those strategies will be realised in the period for which the forward-looking statement may have been prepared or otherwise. Readers are strongly cautioned not to place undue reliance on forward-looking statements. Neometals makes no undertaking to subsequently update or revise the forward-looking statements made in this Announcement, to reflect the circumstances or events after the date of this Announcement.

Not for release to US wire services or distribution in the United States.

This Announcement has been prepared for publication in Australia and the United Kingdom and may not be released to US wire services or distributed in the United States. This Announcement does not constitute an offer of securities for sale in the United States or any other jurisdiction. Any securities described in this Announcement have not been and will not be registered under the US Securities Act 1933 (as amended) or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States absent registration under the US Securities Act of 1933 (as amended) or an exemption from registration.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Lead Manager or the Co-Manager or by any of their respective affiliates or representatives as to, or in relation to, the contents of the information contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any of the Lead Manager and the Co-Manager or any of their respective affiliates or representatives in connection with the Company or the Placement Shares and any liability therefor is expressly disclaimed. The Lead Manager and the Co-Manager and each of their respective affiliates or representatives accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any of the Lead Manager or the Co-Manager or any of their respective affiliates or representatives as to the accuracy, completeness or sufficiency of the information contained in this Announcement. Members of the public are not eligible to take part in the Placement. This Announcement and the terms and conditions set out herein are for information purposes only and are directed at and may only be communicated to persons in member states of the European Economic Area (the "EEA) who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "EU Prospectus Regulation") ("Qualified Investors"). In addition, in the United Kingdom this Announcement and the terms and conditions set out herein are directed at and may only be communicated to persons who are "qualified investors" within the meaning of Article 2(e) of the UK version of the Regulation (EU) 2017/1129 as it forms part of the UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation") and who are also persons (i) who have professional experience in matters relating to investments and fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) who are high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order; or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this Announcement relates is only available in the EEA, to Qualified Investors, and in the United Kingdom, to Relevant Persons, and will be engaged in only with such persons. Any person in the EEA who is not a Qualified Investor and any person in the United Kingdom who is not a Relevant Person should not act or rely on this Announcement.

Persons distributing this Announcement must satisfy themselves that is lawful to do so. This Announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire securities in any jurisdiction in which any such offer or solicitation would be unlawful. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdictions. Persons needing advice should consult an independent financial adviser.

The distribution of this Announcement and the offering, placing and/or issue of the Placement Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Lead Manager or the Co-Manager or any of their respective affiliates or representatives that would permit an offer of the Placement Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such Placement Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company and the Lead Manager and the Co-Manager to inform themselves about and to observe any such restrictions.

Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. This Announcement does not constitute a recommendation to acquire any securities of the Company.

In connection with the Placement, the Lead Manager and the Co-Manager may release communications to the market as to the extent to which the book is "covered". A communication that a transaction is, or that the books are, "covered" refers to the position of the order book at that time. It is not an assurance that the books will remain covered, that the transaction will take place on any terms indicated or at all, or that if the transaction does take place, the securities will be fully distributed by the Lead Manager and the Co-Manager.

Euroz is regulated in Australia by the Australian Securities & Investments Commission. Cavendish is authorised and regulated in the United Kingdom by the Financial Conduct Authority. Cavendish and Euroz are acting exclusively for the Company and no one else in connection with the Placement, the content of this Announcement and other matters described in this Announcement. Cavendish and Euroz will not regard any other person as their respective clients in relation to the Placement, the content of this Announcement and other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to their respective clients or for providing advice to any other person in relation to the Placement, the content of this Announcement or any other matters referred to in this Announcement.

In connection with the Placement, each of Cavendish and Euroz and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placement as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placement or otherwise. Accordingly, references to Placement Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Lead Manager and the Co-Manager and any of their affiliates acting in such capacity. In addition, the Lead Manager and the Co-Manager and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Lead Manager and the Co-Manager and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Lead Manager and the Co-Manager do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR 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 MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placement Shares have been subject to a product approval process, which has determined that the Placement Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as respectively defined in paragraphs 3.5 and 3.6 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placement Shares may decline and investors could lose all or part of their investment; the Placement Shares offer no guaranteed income and no capital protection; and an investment in the Placement 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 UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placement. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Co-Manager will only procure investors in the UK who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placement Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the securities referred to herein and determining appropriate distribution channels.

EU Product Governance Requirements

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

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placement Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placement Shares and determining appropriate distribution channels.

APPENDIX - TERMS AND CONDITIONS OF THE PLACEMENT

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACEMENT

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACEMENT. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION") ("EU QUALIFIED INVESTORS"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE UK VERSION OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION") WHO ARE (I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"), OR (II) PERSONS WHO ARE HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS OR PARTNERSHIPS OR TRUSTEES OF HIGH VALUE TRUSTS AS DESCRIBED IN ARTICLE 49(2)(A) TO (D) OF THE ORDER ("UK QUALIFIED INVESTORS"); OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFUL TO COMMUNICATE IT TO (EACH SUCH PERSONS IN (A), (B) AND (C) REFERRED TO AS "RELEVANT PERSONS"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. 

THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), CANADA, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL OR REQUIRE A PROSPECTUS OR SIMILAR DOCUMENT TO BE FILED. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THE PLACEMENT SHARES (AS DEFINED BELOW) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACEMENT SHARES IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT ITS OWN ADVISERS AS TO LEGAL, BUSINESS, FINANCIAL, TAX AND RELATED ASPECTS OF ACQUIRING THE PLACEMENT SHARES.

THIS ANNOUNCEMENT IS BEING DISTRIBUTED AND COMMUNICATED TO PERSONS IN THE UK ONLY IN CIRCUMSTANCES TO WHICH SECTION 21(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") DOES NOT APPLY. ALL OFFERS OF THE PLACEMENT SHARES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE UK PROSPECTUS REGULATION FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS.

General

Persons who are invited to and who choose to participate in the placement (the "Placement") of the Placement Shares (as defined below) by the Co-Manager by making an oral or written offer to acquire Placement Shares (including any individuals, funds or others on whose behalf a commitment to acquire Placement Shares is given) ("Placees") will be deemed to have read and understood this Announcement (including its Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing (and shall only be permitted to participate in the Placement on the basis that they have provided) the representations, warranties, indemnities, acknowledgements, undertakings and agreements, contained in this Appendix. In particular, each such Placee represents, warrants, acknowledges and agrees to each of Neometals Ltd (the "Company"), the Lead Manager and the Co-Manager, that:

1.              it is a Relevant Person, and undertakes that it will acquire, hold, manage or dispose of any Placement Shares that are allocated to it for the purposes of its business;

2.              it is acquiring the Placement Shares for its own account or is acquiring the Placement Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgments, undertakings and agreements contained in this Announcement;

3.              it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement (including this Appendix);

4.              if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and the UK Prospectus Regulation, it understands that any Placement Shares subscribed for by it in the Placement 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 circumstances which may give rise to an offer of securities to the public other than an offer or resale in a member state of the EEA to EU Qualified Investors or the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the Co-Manager has been given to each such proposed offer or resale;

5.              it understands that the Placement Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

6.              it and the person(s), if any, for whose account or benefit it is acquiring the Placement Shares are either (a) outside the United States and will be outside the United States at the time the Placement Shares are acquired by it, or (b) a dealer or other professional fiduciary organized or incorporated in the United States that is acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which it exercises investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the Securities Act, and, in both (a) and (b), acquiring the Placement Shares in an "offshore transaction" within the meaning of Regulation S; and

7.              the Company, the Lead Manager and the Co-Manager will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

The Placement Shares have not been approved and will not be approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placement or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

No representation is made by any of the Lead Manager, the Co-Manager or their respective affiliates to any Placees regarding an investment in the Placement Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACEMENT

Bookbuild

Following this Announcement, the Lead Manager and the Co-Manager will commence an accelerated bookbuilding process in respect of the Placement (the "Bookbuild") to determine demand for participation in the Placement by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placement. No commissions will be paid to Placees or by Placees in respect of any Placement Shares. Members of the public are not entitled to participate.

The Lead Manager and the Co-Manager shall be entitled to effect the Placement by such alternative method to the Bookbuild as they may, in agreement with the Company, determine.

Details of the Placement Agreements and of the Placement Shares

The Company has entered into a mandate letter with the Lead Manager in respect of the Placement dated 20 November 2023 (the "Australian Placement Agreement") and a conditional placement agreement with the Co-Manager (the "UK Placement Agreement"; and, together with the Australian Placement Agreement, the "Placement Agreements"). 

Under the UK Placement Agreement, subject to the terms and conditions set out therein, the Co-Manager has agreed, severally and not jointly or jointly and severally, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for, in aggregate, approximately 36.8 million New Ordinary Shares at a Placement Price of A$0.19 per New Ordinary Share (£0.10 pence) to raise gross proceeds of approximately A$7.0 million / £3.7 million utilising Neometals' existing placement capacity under ASX Listing Rule 7.1.

The Placement Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing ordinary shares of no par value each in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the Placement Shares. The Placement Shares will be issued free of any claims, encumbrances, liens, charges or other security interests.

Applications for listing and admission to trading

Applications (the "Applications for Admission") will be made for the Placement Shares to be admitted: (a) to trading on the AIM market operated by the London Stock Exchange plc ("AIM") ("UK Admission"), and (b) to the Australian Securities Exchange ("ASX") for commencement of official quotation of the Placement Shares on the official list of the ASX ("ASX Admission" and, together with UK Admission, "Admission").

It is expected that UK Admission will become effective: (a) at or around 8.00 a.m. (UK time) on 29 November 2023 and that dealings in the Placement Shares will commence at that time, and (b) at or around 10.00 a.m. (Sydney time) on 29 November 2023 in respect of the Placement Shares on ASX and that dealings in the Placement Shares will commence at that time. The Placement is conditional upon, among other things, UK Admission becoming effective, and the Placement Agreements not being terminated in accordance with its terms.

Participation in, and principal terms of, the Placement

1.              Euroz Hartleys Limited ("Euroz") is acting as the lead manager in connection with the Placement ("Lead Manager"). Cavendish Capital Markets Limited ("Cavendish") is acting as co-manager, bookrunner and agent of the Company in connection with the Placement ("Co-Manager").

2.              Cavendish will act as settlement agent for the relevant Placement Shares in the UK and Euroz will act as settlement agent for the relevant Placement Shares in Australia.

3.              Participation in the Placement in the UK will only be available to persons who may lawfully be, and are, invited to participate by the Co-Manager. Each of the Lead Manager and the Co-Manager and their respective agents and affiliates are each entitled to enter bids in the Bookbuild as principal.

4.              The final number of Placement Shares will be jointly agreed by the Company and the Lead Manager and the Co-Manager following completion of the Bookbuild. The final number of Placement Shares to be issued will be announced on a FCA-listed regulatory information service (a "Regulatory Information Service") and on the ASX following the completion of the Bookbuild.

5.              To bid in the Bookbuild, prospective Placees should communicate their bid by telephone or in writing to their usual sales contact at Cavendish. Each bid should state the number of Placement Shares which the prospective Placee wishes to subscribe for at the Placement Price. Bids may be scaled down by the Lead Manager and the Co-Manager on the basis referred to in paragraph 12 below.

6.              A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the Co-Manager, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and the Co-Manager. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to Cavendish as agent of the Company, to pay in cleared funds immediately on the settlement date, in accordance with the registration and settlement requirements set out below, an amount equal to the product of the Placement Price and the number of Placement Shares such Placee has agreed to subscribe for and the Company has agreed to allot to them.

7.              The Bookbuild is expected to close no later than 11.00 p.m. (UK time) on 21 November 2023, but may be closed earlier or later at the absolute discretion of the Lead Manager and the Co-Manager. The Co-Manager may, in agreement with the Company, accept bids in respect of the Placement in the UK that are received after the Bookbuild has closed.

8.              Each prospective Placee's allocation will be determined by the Company and will be confirmed orally or in writing by the Co-Manager (as agent of the Company) following the close of the Bookbuild. The oral or written confirmation to such Placee will constitute an irrevocable legally binding commitment upon that person (who will at that point become a Placee) in favour of the Co-Manager and the Company to subscribe for the number of Placement Shares allocated to it at the Placement Price on the terms and conditions set out in this Appendix and in accordance with the Company's constitution and each Placee will be deemed to have read and understood this Announcement (including this Appendix) in its entirety.

9.              Each prospective Placee's allocation and commitment will be evidenced by a contract note or trade confirmation issued to such Placee by the Co-Manager. The terms of this Appendix will be deemed incorporated by reference therein.

10.            All obligations under the Bookbuild and Placement will be subject to fulfilment or, where applicable, waiver of the conditions referred to below under "Conditions of the Placement" and to the Placement not being terminated on the basis referred to below under "Right to terminate under the Placement Agreement".

11.            By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placement will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by the Co-Manager.

12.            Subject to paragraphs 5 and 6 above, the Lead Manager and the Co-Manager will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placement Shares, and may scale down any bids for this purpose on such basis as they may determine. The Lead Manager and the Co-Manager may also, notwithstanding paragraphs 5 and 6 above, subject to the prior consent of the Company: (a) allocate Placement Shares after the time of any initial allocation to any person submitting a bid after that time, and (b) allocate Placement Shares after the Bookbuild has closed to any person submitting a bid after that time. The Company reserves the right (upon agreement with the Lead Manager and the Co-Manager) to reduce or seek to increase the amount to be raised pursuant to the Placement.

13.            Except as required by law or regulation, no press release or other announcement will be made by any of the Lead Manager and Co-Manager 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.

14.            Irrespective of the time at which a Placee's allocation pursuant to the Placement is confirmed, settlement for all Placement Shares to be subscribed for pursuant to the Placement will be required to be made at the same time, on the basis explained below under "Registration and settlement".

15.            To the fullest extent permissible by law, none of the Lead Manager and the Co-Manager or the Company or any of their respective affiliates or any of their respective directors, officers, partners, employees, advisers or agents (collectively, "Representatives") shall have any responsibility or liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, none of the Lead Manager and the Co-Manager or the Company or any of their respective affiliates or any of their respective Representatives shall have any responsibility or liability (including, to the fullest extent permissible by law, any fiduciary duties) in respect of the conduct of the Bookbuild or of such alternative method of effecting the Placement as the Lead Manager and the Co-Manager and the Company may agree.

Conditions of the Placement

The Placement to the extent undertaken pursuant to the UK Placement Agreement is conditional upon the UK Placement Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Co-Manager under the UK Placement Agreement in respect of the Placement Shares are conditional on, inter alia:

1.              the release of this Announcement through (i) a Regulatory Information Service by no later than 6.00 p.m. (UK time) on the date of the Placement Agreement (or such later time and/or date as the Company and the Co-Manager may agree);

2.              the delivery of certain documents as specified within the UK Placement Agreement;

3.              the Company preparing and releasing an Appendix 3B Proposed Issued of Securities under the ASX Listing Rules on the ASX in respect of the Placement and the Company having announced to ASX any information that is "excluded information" (within the meaning of sub-sections 708A(7) and (8) of the Corporations Act) (if any) by no later than 7.00am (Sydney time) on the business day following the date of this Announcement;

4.              the Placement Shares to be issued on AIM having been allotted, conditional only on Admission and the Placement Shares to be issued on ASX having been allotted, conditional only on Admission;

5.              the Company receiving binding commitments from Placees to subscribe for Placing Shares with an aggregate value, at the Placing Price, of not less than A$7.0 million by not later than 11.00 p.m. (UK time) on 21 November 2023;

6.              the Company having complied with all of its material obligations in respect of the Placement and having satisfied all of its obligations to be satisfied under the UK Placement Agreement, including, but not limited to, the conditions therein, which fall to be performed or satisfied on or prior to UK Admission;

7.              none of the warranties set out in the UK Placement Agreement being untrue or inaccurate or misleading in any material respect at the date of this Announcement or becoming untrue or inaccurate or misleading in any material respect at any time between the date of this Announcement and UK Admission, by reference to the facts and circumstances from time to time subsisting; and no matter having arisen prior to Admission which is reasonably likely to give rise to a claim under the indemnities in the UK Placement Agreement;

8.              there not having arisen or occurred before Admission any matter, fact, circumstance or event such that in the reasonable opinion of the Co-Manager a supplementary press announcement is required to be made unless the Co-Manager consents otherwise;

9.              the Company having, following the issue of the Placement Shares and prior to 9.30 a.m. (U.K. time) on the date of issue of the Placement Shares, lodged the Cleansing Statement with ASX; and

10.            UK Admission occurring not later than 8.00 a.m. (UK time) on 29 November 2023 (or such later time and/or date as the Company and the Co-Manager may agree, being not later than 13 December 2023).

The Co-Manager has discretion to waive compliance with certain of the conditions and/or agree an extension in time for their satisfaction (but not later than 13 December 2023). Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If (a) any of the conditions contained in the UK Placement Agreement, including those described above, are not fulfilled (or, where permitted, waived or extended in writing by the Co-Manager) or become incapable of fulfilment on or before the date or time specified for the fulfilment thereof (or such later date and/or time as the Co-Manager may agree, but not later than 13 December 2023), or (b) the UK Placement Agreement is terminated in the circumstances specified below, the UK component of the Placement will not proceed and the Placees' rights and obligations hereunder in relation to the Placement Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

Neither the Co-Manager nor any of its affiliates nor any of their respective Representatives shall have any responsibility or 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 the date for the satisfaction of any condition to the Placement nor for any decision they may make as to the satisfaction of any condition or in respect of the Placement generally, and by participating in the Placement each Placee agrees that any such decision is in the absolute discretion of the Co-Manager.

Lock-up

The Company has undertaken that it will not, and will procure that none of its subsidiaries will, at any time between the date of the UK Placement Agreement and the date which is 90 days after the date of Admission, without the prior written consent of the Co-Manager, enter into certain transactions involving or relating to the New Ordinary Shares, subject to certain customary carve-outs agreed between the Co-Manager and the Company.

By participating in the Placement, Placees agree that the exercise by the Co-Manager of any power to consent to waive the undertaking by the Company of a transaction which would otherwise be subject to the lock-up under the UK Placement Agreement shall be within the absolute discretion of the Co-Manager, and that they do not need to make any reference to, consult with, or seek consent from, Placees and that the Co-Manager shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Right to terminate under the UK Placement Agreement

The Co-Manager, for itself in its capacity as a bookrunner, is entitled, in its absolute discretion, at any time before UK Admission, to terminate the UK Placement Agreement by giving notice to the Company in certain circumstances, including (but not limited to) where (a) any of the relevant conditions in the UK Placement Agreement are not satisfied at the required times (unless waived); (b) there has been a material breach by the Company of any of the warranties, undertakings or obligations in the UK Placement Agreement or any of the warranties has ceased to be true, accurate and not misleading in any material respect; (c) there has occurred a material adverse change in the business of the Group or in the financial or trading position or prospects of the Group or the Company; or (d) there has been (i) any material adverse change in financial markets; (ii) any incident of terrorism or outbreak or escalation of hostilities or any declaration by the UK, Australia or the US of a national emergency or war or any other calamity or crisis; (iii) any suspension or termination of trading in the Company's shares or AIM or the ASX generally; or (iv) a banking moratorium in the UK or Australia, which in the reasonable opinion of the Co- Manager, acting in good faith, would or would be likely to prejudice materially the Group or the Placement.

If any of the termination conditions as specified in the UK Placement Agreement shall occur, then the Co-Manager may, in its absolute discretion (a) allow the Placement in the UK to proceed on the basis of this Announcement, or (b) give notice to the Company to terminate the UK Placement Agreement. Upon notice being given by the Co-Manager to the Company, the parties to the UK Placement Agreement shall be released and discharged (except for any liability arising before or in relation to such termination) from their respective obligations under or pursuant to the UK Placement Agreement, subject to certain exceptions.

By participating in the Placement, Placees agree that the exercise or non-exercise by the Co-Manager of any right of termination or other discretion under the UK Placement Agreement shall be within the absolute discretion of the Co-Manager, and that it does not need to make any reference to, consult with, or seek consent from, Placees and that the Co-Manager shall have no liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No prospectus and basis of commitments

The Placement 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 admission document, prospectus or other offering document to be published in the United Kingdom or in any other jurisdiction. No offering document or prospectus has been or will be submitted to be approved by the London Stock Exchange or by the exchange operated by the ASX, or by the FCA or by any other regulatory body in relation to the Placement. Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placement and the Placement Shares based on information contained in this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service or the ASX by or on behalf of the Company on or prior to the date of this Announcement and subject to the further terms set forth in the trade confirmation to be provided to individual prospective Placees.

Each Placee, by accepting a participation in the Placement, agrees that the content of this Announcement (including this Appendix) and all other publicly available information previously and simultaneously published by or on behalf of the Company by notification to a Regulatory Information Service or the ASX is exclusively the responsibility of the Company and has not been independently verified by the Lead Manager or the Co-Manager. Each Placee, by participating in the Placement, further confirms that it has neither received nor relied on any other information, representation, warranty, or statement made by or on behalf of the Company or the Lead Manager or the Co-Manager or any other person and none of the Company or the Lead Manager and the Co-Manager or any of their respective affiliates or any of their respective Representatives will be liable for any Placee's decision to participate in the Placement based on any other information, representation, warranty or statement which the Placee may have obtained or received. 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 Placement. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Registration and settlement

Settlement of transactions in the Placement Shares (ISIN: GB00BL0L5G04) following UK Admission will take place within the system administered by Euroclear UK & International Limited ("CREST") by the issue of depository interests in respect of Placement Shares, subject to certain exceptions. In the event of any difficulties or delays in the admission of the New Ordinary Shares to CREST or the use of CREST in relation to the Placing, the Company and the Co-Manager may agree that the Placement Shares should be issued in certificated form. The Co-Manager and the Company reserve the right to require settlement for and delivery of the Placement Shares (or a portion thereof) to Placees in certificated form or by such other means as they deem necessary if delivery or settlement is not possible or practicable within the CREST system or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Settlement of the New Ordinary Shares on ASX will occur through the CHESS system on a delivery versus payment basis. The terms and conditions of settlement of the New Ordinary Shares through the CHESS system, in addition to those contained in this Appendix, will be contained in the confirmation letter provided to Placees in respect of such New Ordinary Shares.

Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the Co-Manager.

Settlement of transactions with the Co-Manager in CREST will take place by the crediting of depository interests to the CREST account operated by the Co-Manager as agent for the Company and the Co-Manager will enter its delivery (DEL) instruction into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant depository interests to that Placee against payment.

It is expected that settlement will be on 28 November 2023 on a T+3 basis and on a delivery versus payment basis in accordance with the instructions given to the Co-Manager.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by the Co-Manager.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Co-Manager may sell any or all of the Placement Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the account and benefit of the Co-Manager, 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 aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (together with any interest or penalties thereon) imposed in any jurisdiction which may arise upon the sale of such Placement Shares on such Placee's behalf. By communicating a bid for Placement Shares, each Placee confers on the Co-Manager all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Co-Manager lawfully takes on such Placee's behalf in pursuant of such sale.

If Placement Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note or trade confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placement 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 Placement Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any other circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, allotment, issue or delivery of the Placement Shares (or for the avoidance of doubt if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placement Shares), neither of the Co-Manager or the Company shall be responsible for the payment thereof.

Placees (or any nominee or other agent acting on behalf of a Placee) will not be entitled to receive any fee or commission in connection with the Placement.

Representations and warranties

By submitting a bid and/or participating in the Placement by the Co-Manager, each prospective Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Lead Manager and the Co-Manager and the Company, in each case as a fundamental term of its application for Placement Shares, that:

1.              it has read and understood this Announcement (including this Appendix) in its entirety and that its participation in the Bookbuild and the Placement and its acquisition of Placement Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and it undertakes not to redistribute or duplicate this Announcement 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 Bookbuild, the Placement, the Company, the Placement Shares or otherwise;

2.              that no offering document, offering memorandum, admission document or prospectus has been or will be prepared in connection with the Placement or is required under the EU Prospectus Regulation or UK Prospectus Regulation and it has not received and will not receive a prospectus, offering memorandum, admission document or other offering document in connection with Bookbuild, the Placement or the Placement Shares;

3.              the Placement does not constitute a recommendation or financial product advice and the Lead Manager and the Co-Manager have not had regard to its particular objectives, financial situation and needs;

4.              (a) it has made its own assessment of the Company, the Placement Shares and the terms of the Placement based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service or the ASX by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); (b) acknowledges that the Company's ordinary shares are admitted to trading on AIM and listed on the ASX and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FCA, the AIM Rules for Companies and the ASX Listings Rules, which includes a description of the Company's business and the Company's financial information, including balance sheets and income statements, and that it is able to obtain or access such information, or comparable information concerning other publicly traded companies, in each case without undue difficulty; (c) the Company's ordinary shares are admitted for quotation on the ASX and publicly available information regarding the Company can be obtained from the ASX; and (d) it has had access to such financial and other information (including the business, financial condition, prospects, creditworthiness, status and affairs of the Company, the Placement and the Placement Shares, as well as the opportunity to ask questions) concerning the Company, the Placement and the Placement Shares as it has deemed necessary in connection with its own investment decision to acquire any of the Placement Shares and has satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placement. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placement;

5.              if it received any "inside information" as defined in UK MAR and the Corporations Act concerning the Company or New Ordinary Shares or other securities or related financial instruments in advance of the Placement, it has not (a) dealt in the securities of the Company, (b) encouraged or required another person to deal in the securities of the Company, or (c) disclosed such information to any person except as permitted by the Corporations Act and UK MAR, prior to the information being made publicly available;

6.              it has the power and authority to carry on the activities in which it is engaged, to subscribe and/or acquire Placement Shares and to execute and deliver all documents necessary for such subscription and/or acquisition;

7.              none of the Lead Manager or the Co-Manager or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Placement Shares or the Company or any other person other than this Announcement, nor has it requested any of the Lead Manager or the Co-Manager, the Company or any of their respective affiliates or any of their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

8.              it has not received and will not receive a prospectus or other offering document in connection with the Placement or the Placement Shares;

9.              any Placement Shares that it is allocated in the Placement delivered through CREST will be allotted and issued to Computershare Investor Services PLC, being the "Depository", and that the Company shall procure that the Depository shall issue depository interests representing the Placement Shares allocated to it in accordance with the procedures set out under 'Registration and settlement' herein, and that neither the Lead Manager nor the Co-Manager shall have responsibility or liability in respect of the acts of, or failure to act by, the Depository;

10.            (a) none of the Company or the Lead Manager or the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has made any warranties or representations to it, express or implied, with respect to the Company, the Placement and the Placement Shares or the accuracy, fairness, completeness or adequacy of the Publicly Available Information, and each of them expressly disclaims any liability in respect thereof; and (b) it will not hold the Lead Manager and the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf responsible for any misstatements in or omissions from any Publicly Available Information. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

11.            the content of this Announcement is exclusively the responsibility of the Company and that neither the Lead Manager and the Co-Manager nor any of their respective affiliates nor any of their respective Representatives nor any person acting on their behalf has or shall have any responsibility or liability for any information, representation or statement contained in this Announcement or any information previously or subsequently published by or on behalf of the Company, including, without limitation, any Publicly Available Information, and will not be liable for any Placee's decision to participate in the Placement based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placement Shares is contained in this Announcement and any Publicly Available Information, such information being all that it deems necessary and/or appropriate to make an investment decision in respect of the Placement Shares and that it has neither received nor relied on any other information given, investigation made or representations, warranties or statements made by either of the Lead Manager and the Co-Manager or the Company or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and neither the Lead Manager and the Co-Manager nor the Company nor any of their respective affiliates nor any of their respective Representatives nor any person acting on its or their behalf will be liable for any Placee's decision to accept an invitation to participate in the Placement based on any other information, representation, warranty or statement;

12.            it has not relied on any information relating to the Company contained in any research reports prepared by the Lead Manager or the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf and understands that (a) none of the Lead Manager or the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for public information or any representation, (b) none of the Lead Manager or the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication of such information, the date of this Announcement or otherwise; and (c) none of the Lead Manager and the Co-Manager or any of their respective affiliates or any of their respective Representatives or any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

13.            any exercise by the Co-Manager of any right to terminate the UK Placement Agreement or of other rights or discretions under the UK Placement Agreement shall be within the Co-Manager's absolute discretion and the Co-Manager shall have no liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

14.            it will provide the Co-Manager with such relevant documents as it may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placement, subject to its legal, regulatory and compliance requirements and restrictions;

15.            in making any decision to acquire Placement Shares (a) it has sufficient knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of taking up the Placement Shares, (b) it is experienced in investing in securities of a similar nature to the New Ordinary Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placement, (c) it has relied on its own examination, due diligence and analysis of the Company and its affiliates taken as a whole, including the markets in which the Company and its affiliates operate, and the terms of the Placement, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of either of the Lead Manager and the Co-Manager, (d) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placement Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed decision with respect to making an investment in the Placement Shares for the purposes of its investigation, and (e) it will not look to the Company, the Lead Manager or the Co-Manager, any of their respective affiliates, any of their respective Representatives or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

16.            the subscription for and purchase of the Placement Shares will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

17.            unless otherwise specifically agreed with the Co-Manager, it and each account it represents is not and, at the time the Placement Shares are acquired, will not be, a resident of Australia;

18.            it and each account it represents is either (i) outside the United States and will be outside the United States at the time the Placement Shares are acquired by it, or (ii) a dealer or other professional fiduciary organized or incorporated in the United States that is acting for a discretionary or similar account (other than an estate or trust) held for the benefit or account of persons that are not US persons and for which it exercises investment discretion, within the meaning of Rule 902(k)(2)(i) of Regulation S under the Securities Act, and, in both (i) and (ii); and (iii) acquiring the Placement Shares in an "offshore transaction" within the meaning of Regulation S;

19.            it is not acquiring any of the Placement Shares as a result of any form of "directed selling efforts" within the meaning of Regulation S or as a result of any form of "general solicitation" or "general advertising" within the meaning of Rule 502(c) under the Securities Act;

20.            (a) it and each account it represents is acquiring the Placement Shares for investment purposes, and is not acquiring the Placement Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly of any such Placement Shares in or into the United States, Canada, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful; and (b) it understands, and each account it represents has been advised, that the Placement Shares have not been and will not be registered or qualified for distribution by way of a prospectus under the securities legislation of the United States, Canada, the Republic of South Africa, Japan and, subject to certain exceptions, may not be offered, sold, acquired, renounced, distributed or delivered or transferred, directly or indirectly, within or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

21.            it understands, and each account it represents has been advised, that (a) the Placement Shares have not been and will not be registered under the Securities Act or with any regulatory authority of any state or other jurisdiction of the United States, (b) the Placement Shares are being offered and sold only in an "offshore transaction" within the meaning of and pursuant to Regulation S under the Securities Act, and (c) the Placement Shares may only be reoffered or resold in transactions exempt from, or not subject to, the registration requirements of the Securities Act and no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placement Shares;

22.            it will not distribute, forward, transfer or otherwise transmit this Announcement or any other materials concerning the Placement (including any electronic copies thereof), directly or indirectly, whether in whole or in part, in or into the United States, Canada, the Republic of South Africa or Japan;

23.            if it is a pension fund or investment company, its acquisition of Placement Shares is in full compliance with applicable laws and regulations;

24.            neither it, nor the person specified by it for registration as holder of Placement Shares is, or is acting as nominee or agent for, and the Placement Shares will not be allotted to, a person who is or may be liable to stamp duty or stamp duty reserve tax under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services), it is not participating in the Placement as nominee or agent for any person to whom the allocation, allotment, issue or delivery of the Placement Shares would give rise to such a liability and the Placement Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placement Shares into a clearance service;

25.            it has complied and will continue to comply with its obligations under the Criminal Justice Act 1993, EU MAR, UK MAR, any delegating acts, implementing acts, technical standards and guidelines and Section 118 of FSMA thereunder, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and the Money Laundering Sourcebook of the FCA 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. If within a reasonable time after a request for verification of identity, the Co-Manager has not received such satisfactory evidence, the Co-Manager may, at its absolute discretion, terminate the Placee's Placement participation in which event all funds delivered by the Placee to the Co-Manager will be returned without interest to the account of the drawee bank or CREST account from which they were originally debited;

26.            if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, that the Placement Shares subscribed for by it in the Placement will not be subscribed for on a non-discretionary basis on behalf of, nor will they be subscribed for with a view to their offer or resale to, persons in a member state of the EEA other than EU Qualified Investors or the United Kingdom other than UK Qualified Persons, or in circumstances in which the prior consent of the Lead Manager and the Co-Manager has been given to the proposed offer or resales;

27.            if it is in a member state of the EEA, it is an EU Qualified Investor or, if it is in the United Kingdom, it is a UK Qualified Investor and undertakes that it will subscribe for, hold, manage or dispose of any Placement Shares that are allocated to it for the purposes of its business;

28.            it understands that any investment or investment activity to which this Announcement relates is available only to UK Qualified Investors in the United Kingdom and EU Qualified Investors in a member state of the EEA and will be engaged in only with UK Qualified Investors in the United Kingdom and EU Qualified Investors in a member state of the EEA, and further understands that this Announcement must not be acted on or relied on by persons who are not UK Qualified Investors in the United Kingdom and EU Qualified Investors in a member state of the EEA;

29.            that it has not offered or sold and will not offer or sell any Placement Shares to persons in the United Kingdom, except to UK Qualified Investors 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;

30.            that any offer of Placement Shares may only be directed at persons in member states of the EEA who are EU Qualified Investors and represents, warrants and undertakes that it has not offered or sold and will not offer or sell any Placement Shares to persons in the EEA prior to UK Admission except to EU Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

31.            it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placement Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

32.            it has complied and will comply with all applicable laws (including all relevant provisions of FSMA in the United Kingdom) with respect to anything done by it in relation to the Placement Shares;

33.            if in the United Kingdom, it is a UK Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation and is also a person (a) having professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order, or (b) who falls within Article 49(2)(a) to (d) of the Order, or (c) to whom this Announcement may otherwise lawfully be communicated;

34.            if it is in a member state of the EEA, it is an EU Qualified Investor;

35.            no action has been or will be taken by either the Company or Lead Manager or the Co-Manager or any person acting on behalf of the Company or Lead Manager or the Co-Manager that would, or is intended to, permit a public offer of the Placement Shares in any country or jurisdiction where any such action for that purpose is required;

36.            it is acting as principal only in respect of the Placement or, if it is acting for any other person (a) it is duly authorised to do so and has full power to make the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person, and (b) it is and will remain liable to the Company and/or the Lead Manager and the Co-Manager for the performance of all its obligations as a Placee in respect of the Placement (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placement Shares by or on behalf of any person for whom it is acting;

37.            (a) it and any person acting on its behalf is entitled to acquire the Placement Shares under the laws of all relevant jurisdictions which apply to it; (b) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; (c) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities and that it has not taken any action or omitted to take any action which will or may result in the Lead Manager or the Co-Manager, the Company or any of their respective affiliates or any of their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placement; and (d) the acquisition of the Placement Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

38.            it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placement and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

39.            it (and any person acting on its behalf) has the funds available to pay for the Placement Shares it has agreed to acquire and acknowledges, agrees and undertakes that it (and any person acting on its behalf) will make payment for the Placement Shares allocated to it in accordance with the terms and conditions of this Announcement (including this Appendix) on the due time and date set out herein, failing which the relevant Placement Shares may be placed with other persons or sold as the Co-Manager may in its absolute discretion determine and without liability to such Placee, and it will remain liable for any amount by which the net proceeds of such sale falls short of the product of the Placement Price and the number of Placement Shares allocated to it and may be required to bear any stamp duty or stamp duty reserve tax or other similar taxes (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 Placement Shares on its behalf;

40.            its allocation (if any) of Placement Shares will represent a maximum number of Placement Shares which it will be entitled, and required, to acquire, and that the Co-Manager or the Company may call upon it to acquire a lower number of Placement Shares (if any), but in no event in aggregate more than the aforementioned maximum;

41.            neither the Lead Manager nor the Co-Manager nor any of their respective affiliates nor any of their respective Representatives nor any person acting on behalf of any of them, are making any recommendations to it or advising it regarding the suitability or merits of any transactions it may enter into in connection with the Placement and participation in the Placement is on the basis that it is not and will not be a client of any of the Lead Manager or the Co-Manager and the Lead Manager and the Co-Manager have no duties or responsibilities to it for providing the protections afforded to their respective clients or customers or for giving advice in relation to the Placement nor in respect of any representations, warranties, undertakings or indemnities contained in the Placement Agreements nor for the exercise or performance of any of their rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right. In addition, it acknowledges and agrees that neither the Lead Manager or the Co-Manager nor their affiliates are acting for the Company with respect to the Placement and will have no responsibilities, duties or liabilities, whether direct or indirect, whether arising in tort, contract or otherwise in connection with the Placement or to any person in connection with the Placement;

42.            the person whom it specifies for registration as holder of the Placement Shares will be (a) itself, or (b) its nominee, as the case may be. Neither the Lead Manager nor the Co-Manager nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Lead Manager and the Co-Manager and their respective affiliates and each of their respective Representatives in respect of the same on an after-tax basis on the basis that the Placement Shares will be allotted to the CREST stock account of the Lead Manager or the Co-Manager (or either one of them) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

43.            it will indemnify, on an after-tax basis, and hold harmless the Company, each of the Lead Manager and the Co-Manager and their respective affiliates and their respective Representatives from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising, directly or indirectly, out of or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placement;

44.            it acknowledges that it irrevocably appoints any director or authorised signatories of the Co-Manager as its agent for the purposes 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 Placement Shares agreed to be taken up by it under the Placement;

45.            in connection with the Placement, any of the Lead Manager and the Co-Manager and any of their respective affiliates acting as an investor for their own account may acquire Placement Shares and in that capacity may acquire, retain, purchase or sell for their own account such New Ordinary Shares in the Company and any other securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placement. Accordingly, references in this Announcement to shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to the Lead Manager and the Co-Manager or their respective affiliates in such capacity. In addition, the Lead Manager and the Co-Manager may enter into financing arrangements and swaps with investors in connection with which the Lead Manager and the Co-Manager may from time to time acquire, hold or dispose of such securities of the Company, including the Placement Shares. Neither the Lead Manager nor the Co-Manager nor their respective affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so;

46.            a communication that the transaction or the book is "covered" (i.e., indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Lead Manager and the Co-Manager. The Lead Manager and the Co-Manager reserve the right to take up a portion of the securities in the Placement as a principal position at any stage at their sole discretion, inter alia, to take account of the Company's objectives, MiFID II requirements and/or their allocation policies;

47.            its commitment to acquire Placement Shares on the terms set out in this Announcement (including this Appendix) and in the contract note or trade confirmation will continue notwithstanding any amendment that may in the future be made to the terms and conditions of the Placement 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 Co-Manager's conduct of the Placement;

48.            neither the Company nor the Co-Manager owes any fiduciary or other duties to any Placee in respect of any acknowledgements, confirmations, representations, warranties, undertakings or indemnities in the Placement Agreements;

49.            it understands and agrees that it may not rely on any investigation that any of the Lead Manager or the Co-Manager or any person acting on its behalf may or may not have conducted with respect to the Company and its affiliates, the Placement Shares or the Placement and the Lead Manager and the Co-Manager have not made any representation or warranty to it, express or implied, with respect to the suitability or merits of any transactions it may enter into in connection with the Placement, or as to the condition, financial or otherwise, of the Company and its affiliates, or as to any other matter relating thereto, and no information has been prepared by, or is the responsibility of, the Lead Manager and the Co-Manager for the purposes of the Placement;

50.            acknowledges and agrees that time is of the essence as regards its obligations under this Appendix;

51.            these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including any non-contractual obligations arising out of or in connection with such agreements) shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such agreements and such non-contractual obligations, except that enforcement proceedings in respect of the obligation to make payment for the Placement Shares (together with any interest chargeable thereon) may be taken by the Co-Manager 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; and

52.            the Company, the Lead Manager and the Co-Manager and their respective affiliates and their respective Representatives and others will rely upon the truth and accuracy of the acknowledgements, representations, warranties, indemnities, undertakings and agreements set forth herein and which are given to each of the Lead Manager and the Co-Manager on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises the Company and the Lead Manager and Co-Manager to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein. It agrees that if any of the acknowledgements, representations, warranties, undertakings and agreements made in connection with its subscribing and/or acquiring of Placement Shares is no longer true or accurate, it shall promptly notify the Company and the Co-Manager.

The agreement to allot and issue Placement Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of stamp duty and stamp duty reserve tax relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placement Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty and representation from each Placee, that the Placement Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placement Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placement Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Lead Manager and the Co-Manager will be responsible and each Placee shall indemnify on an after-tax basis and hold harmless the Company, the Lead Manager and the Co-Manager and their respective affiliates and their respective Representatives for any stamp duty or stamp duty reserve tax or other similar tax paid or otherwise payable by them in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify the Co-Manager accordingly.

Neither the Company nor the Lead Manager and the Co-Manager is liable to bear 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 in or outside the United Kingdom by any Placee or any other person on a Placee's acquisition of any Placement Shares or the agreement by a Placee to acquire any Placement Shares. Each Placee agrees to indemnify on an after-tax basis and hold harmless the Company, each of the Lead Manager and the Co-Manager and their respective affiliates and their respective Representatives from any and all interest, fines or penalties in relation to any such duties or taxes.

Each Placee should seek its own advice as to whether any of the above tax liabilities arise and notify the Co-Manager accordingly.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that the Lead Manager and the Co-Manager and/or any of their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placement Shares. Each Placee acknowledges and is aware that the Lead Manager and the Co-Manager are receiving a fee in connection with their role in respect of the Placement as detailed in the Placement Agreements. When a Placee or person acting on behalf of the Placee is dealing with the Co-Manager any money held in an account with the Co-Manager on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under 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 the Co-Manager 's money in accordance with the client money rules and will be used by the Co-Manager in the course of its own business; and the Placee will rank only as a general creditor of the Co-Manager.

The rights and remedies of the Lead Manager and the Co-Manager and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

All times and dates in this Announcement may be subject to amendment by the Co-Manager (in its absolute discretion). The Co-Manager shall notify the Placees and any persons acting on behalf of the Placees of any changes.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, any of the Lead Manager and the Co-Manager or their respective affiliates or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.