Quadrise PLC

07 July 2026

THIS ANNOUNCEMENT (INCLUDING APPENDIX 1) AND THE INFORMATION HEREIN (THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, TRANSMISSION, RELEASE, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY, IN PARTICULAR, PERSONS RECEIVING THIS ANNOUNCEMENT SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE "IMPORTANT NOTICES" SECTION OF THIS ANNOUNCEMENT. 

FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN QUADRISE PLC (THE "COMPANY") IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE SECURITIES DISCUSSED HEREIN ARE NOT AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, UNLESS REGISTERED UNDER THE SECURITIES ACT, OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES AND THE COMPANY DOES NOT CURRENTLY INTEND TO REGISTER ANY SECURITIES UNDER THE SECURITIES ACT.

CERTAIN OF THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU 596/2014) PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE ("RIS"), THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

7 July 2026

Quadrise Plc

(the "Company" and together with its subsidiaries the "Group" or "Quadrise")

Proposed Placing, Subscription and Retail Offer

Quadrise Plc (AIM: QED), the manufacturer of lower cost, lower emission, replacement fuels and biofuels for shipping and heavy industry, is pleased to announce its intention to conduct a placing (the "Placing") and subscription (the "Subscription") of new ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") at a price of 1.0 pence per new Ordinary Share (the "Issue Price") to institutional and other investors to raise gross proceeds of up to £1.2 million.

In addition to the Placing and the Subscription, and in recognition of the continuing support from long-term shareholders, the Company also announces that it will be providing existing eligible retail investors with the opportunity to participate in a retail offer to raise additional gross proceeds of up to £1.2 million at the Issue Price (the "Retail Offer") (together with the Placing and the Subscription, the "Fundraise"). A separate announcement will be made by the Company in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing and the Subscription.

Quadrise has entered a new phase, transitioning from a research-led organisation to a commercially focused, market-led business following the appointment of its Chief Executive Officer, Peter Borup, in October 2025. Engagement across the marine and refining value chain has accelerated, with active discussions now underway with four refineries supported by growing customer demand for lower-cost, readily available alternatives to conventional fuel oil.

The Company's commercial products, MSAR® and bioMSAR™, target the US$147 billion (360 million tonnes) per annum global fuel oil market with fuels that are typically 10% (c.US$40/tonne) lower in cost for producers and consumers alike, more energy efficient and produce fewer emissions. With a number of projects now progressing to industrial-scale trials, the Company is seeking to raise up to £2.4 million (before expenses) to accelerate delivery towards commercial supply and profitability.

The net proceeds of the Fundraise will be utilised for:

·    Progression of commercial marine trials with MSC (the world's largest container shipping company) and Cargill (a global leader in commodities trading and fuel supply) through to commercial supply, including the establishment of an MSAR® and bioMSAR™ supply hub in Antwerp, a key marine bunkering location, supporting ongoing fuel production for the marine sector.

·    Advancing projects with OCP in Morocco (the world's largest phosphate fertiliser supplier), Valkor (a heavy oil producer) and industrial power projects in the Americas through commercial-scale trials, with investment in equipment and trial activities to build commercial volumes, supporting sustained fuel production and positive cashflow generation from FY 2028-29.

·    Strengthening the balance sheet to demonstrate funded counterparty status to commercial partners, supporting confidence in the Company's ability to deliver commercial-scale projects and execute contractual commitments.

As commercial milestones are delivered, the Company expects to be well positioned to pursue non-dilutive funding options to support further growth, including project-level financing, technology partnerships and capital expenditure financing for additional Multifuel Manufacturing Units ("MMUs").

The Issue Price represents a discount of approximately 35% to the closing mid-market price of 1.55 pence per Ordinary Share on 6 July 2026.

Shore Capital Stockbrokers Limited ("Shore Capital") and VSA Capital Limited ("VSA Capital") (together, the "Bookrunners") are acting as joint bookrunners and placing agents in connection with the Placing. Shore Capital will also be acting as retail offer coordinator in relation to the Retail Offer. Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser to the Company.

The Placing will be conducted through an accelerated bookbuild (the "Accelerated Bookbuild") which will be launched immediately following this Announcement. The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement.

The new Ordinary Shares to be issued in the Fundraise will be issued and allotted under the Company's existing allotment and disapplication of pre-emption rights authorities obtained at the Company's last annual general meeting held on 28 November 2025.

Peter Borup, Chief Executive Officer of Quadrise, commented:

"Since joining Quadrise, my focus has been on increasing engagement across the marine and refining value chain, strengthening our commercial readiness and ensuring we convert opportunity into delivery. The progress we are making with ship operators, fuel partners and refiners underpins our confidence in the scale of the opportunity ahead.

Quadrise is operating at a time of significant change and opportunity in global fuel markets. Geopolitical disruption, a heightened focus on fuel security and tightening emissions regulation are reshaping customer priorities and increasing demand for solutions such as ours that deliver material cost savings and improved fuel efficiency.

The proposed Fundraise provides existing shareholders with a timely opportunity to participate as we progress towards key commercial milestones, while recognising the importance of disciplined execution and capital management.

This Fundraise will support our transition to commercial supply, with a clear pathway towards profitability, and strengthen the Company's balance sheet."

Investor Presentation via Investor Meet Company.

CEO Peter Borup, CTO Jason Miles and CFO David Scott will provide a live presentation relating to the Retail Offer and business update via the Investor Meet Company platform on 10 July 2026 at 12:00 noon - registration details are outlined below.

The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 9 July 2026 at 09:00 a.m., or at any time during the live presentation.

Investors can sign up to Investor Meet Company for free and add to meet Quadrise via: https://www.investormeetcompany.com/quadrise-plc/register-investor

Investors who already follow Quadrise on the Investor Meet Company platform will automatically be invited.

For further information please contact: Quadrise Plc +44 (0)20 7031 7321 Andy Morrison, Chairman Peter Borup, Chief Executive Officer Jason Miles, Chief Technology Officer Nominated Advisor Cavendish Capital Markets Limited Ben Jeynes George Lawson +44 (0)20 7220 0500 Joint Brokers Shore Capital Stockbrokers Limited Toby Gibbs, Harry Davies-Ball (Corporate Advisory) Fiona Conroy (Corporate Broking) +44 (0)20 7408 4090 VSA Capital Limited Andrew Raca (Corporate Finance) Andrew Monk (Corporate Broking) +44 (0)20 3005 5000 Public & Investor Relations Tavistock Communications (Financial PR & IR) Simon Hudson Nick Elwes Saskia Sizen +44 (0) 20 7920 3150

Expected timetable of principal events

	2026
Announcement of the Fundraise	7 July
Announcement of the results of the Placing and Subscription	8 July
Announcement of the Retail Offer	8 July
First Admission	8.00 a.m. on 10 July
CREST accounts to be credited for the Placing Shares and Subscription Shares to be held in uncertificated form	10 July
Dispatch of definitive share certificates for the Placing Shares and Subscription Shares to be held in certificated form	within 10 working days of First Admission
Expected close of the Retail Offer	13 July
Announcement of the result of the Retail Offer	13 July
Second Admission	16 July
CREST accounts to be credited for the Retail Offer Shares to be held in uncertificated form	8.00 a.m. on 16 July
Dispatch of definitive share certificates for the Retail Offer Shares to be held in certificated form	within 10 working days of Second Admission

Background to and Rationale for the Fundraise

Introduction

Quadrise is targeting a US$147 billion per annum global fuel oil market in which both fuel consumers and refiners face increasing pressure to optimise costs and improve efficiency while still being compliant with international emissions regulations such as Fuel EU.

The Company's commercial products, MSAR® and bioMSAR™, provide a lower-cost alternative to fuel oil alongside improved energy efficiency and emissions performance.

·    MSAR®: Commercially proven, providing a lower-cost, readily available alternative to conventional fuel oil, delivering cost savings to producers and consumers alike, improved efficiency and reduced emissions using existing infrastructure.

·    bioMSAR™: Successfully tested on diesel engines, offering a lower-cost alternative to traditional biofuels and providing a practical pathway to emissions compliance, delivering reduced greenhouse gas emissions within existing fuel systems without the need for significant capital investment.

These fuels are manufactured using Quadrise equipment which is available now, and existing infrastructure with modest capital outlay, enabling rapid adoption across shipping, refining and industrial applications.

The Market Opportunity

The global fuel oil market of 360 million tonnes yearly (c.6.3 million barrels per day) represents a significant commercial opportunity for Quadrise, where even modest market penetration could generate material revenues.

Fuel oil is produced in oil refineries by blending low-value heavy residues with higher-value distillates to allow use by shipping and heavy industry. MSAR® and bioMSAR™ technologies replace these distillates with water and proprietary additives, delivering lower-cost fuels with improved emissions performance. Quadrise solutions are commercially proven and deployed in existing infrastructure in under 12 months.

Quadrise addresses large, established segments of the global fuel oil market with emulsion fuels that deliver improved profitability and efficiency, lower emissions and a practical pathway to decarbonisation without requiring significant modifications, interruptions or new infrastructure. Market segments are:

Market	Scale & Drivers	Quadrise Value Proposition	Commercial Opportunity
Marine	>US$80bn p.a. fuel market facing cost volatility and tightening emissions regulations.	Quadrise drop-in fuels offer lower cost, improved efficiency and reduced emissions.	Targeting ~12,000 compatible vessels, with MSC/Cargill trials as a commercial reference for fleet rollout.
Industrial	>$60bn p.a. market across power, cement, mining and chemicals with concentrated demand.	Drop-in solution delivering lower cost and ~25% lower NOx with no soot, plus future CO₂ reduction via bioMSAR™.	Large contract sizes per client (1,000-10,000 bpd) support meaningful, recurring revenues.
Refinery supply	Refineries seek to improve margins from low-value residues and optimise yields.	MSAR® enables substitution of distillates, increasing higher-value product output.	Enhances refinery margins and supports scalable supply near key bunkering hubs.
Upstream heavy oil	Significant global reserves constrained by transport cost and diluent dependency.	MSAR® enables transportable fuel production, reducing diluent use, cost, and potentially carbon intensity.	Potential to unlock stranded resources, with Valkor as a near-term demonstration.

Our Response to the Changing Business Environment

Current market conditions, driven by the ongoing conflict in the Persian Gulf, are driving a sharper focus by customers on fuel availability, cost, and operational resilience.  Regulatory pressures also continue to influence decision making, with regional measures such as the EU Emissions Trading Scheme and Fuel EU reinforcing the need for practical and economically viable compliance pathways.

Although these dynamics reinforce the long-term relevance of Quadrise's MSAR® and bioMSAR™ products, they also contribute to extended decision timelines as customers prioritise near-term operational requirements. This has been evident in discussions with large counterparties, including MSC and Cargill, where engagement continues but at a slower pace than originally anticipated.

In response, following the appointment of its Chief Executive Officer, Peter Borup, in October 2025, the Company has adopted a more focused, commercially driven strategy aimed at progressing projects through trials to scalable production and revenue generation.

Key elements of this updated strategic focus include:

•     Enhanced refinery engagement: Active discussions with four strategically located refineries, supported by enhanced economic modelling and an experienced Refinery Specialist.

•     Expanded commercial pipeline: Structured pipeline of shipping and industrial targets, enabling parallel engagement and reducing reliance on individual counterparties.

•     Strengthened delivery platform: Reinforced leadership, technical and governance capability, supported by use cases, digitisation and AI modelling initiatives to accelerate delivery.

•     Resource allocation: Cost reductions implemented, including organisational changes, with further savings identified to extend cash runway. Spending focused on activities directly supporting project delivery.

These initiatives are designed to ensure the Company remains operationally resilient, commercially focused and well positioned to convert project progress into sustainable revenues as market conditions stabilise.

Business update

During 2026, the Company has sharpened its strategic focus on delivering commercial outcomes, prioritising the shipping sector and strengthening its refinery proposition. Progress across key projects is summarised below:

Project  (Driver)	Overview	Commercial Significance	Current Status	Path to commercialisation
MSC / Cargill (Lower cost, cleaner marine fuels)	MSC is the world's largest container shipping company, with a substantial number of vessels suitable for MSAR® and bioMSAR™. The project aims to demonstrate commercial scale application.	Establishes a commercial reference case to support fleet adoption and scalable marine fuel demand to MSC and other marine operators.	·  Final agreements pending a few items and signature. ·  Belgian branch established, permitting & ISCC certification underway. ·  Trial equipment completed and ready to deploy.	·    Trial agreements and installation at MAC² terminal. ·    MSAR® / bioMSAR™ proof-of-concept followed by LONO vessel trials. ·    Targeting commercial supply agreement during LONO phase ahead of wider fleet roll-out.
Refinery Engagement (Distillate yield & margin improver)	Development of MSAR® production capability aligned to demand from marine and industrial markets.	Critical enabler of fuel supply and alignment with commercial demand.	·  Active discussions with four refinery operators. ·  Focus on facilities near major bunkering hubs.	·  Advance commercial agreements. ·  Establish scalable production capability.
OCP Morocco (Lower cost, cleaner industrial fuels)	Industrial application of MSAR® with a major phosphate producer.	Potential for wider deployment across OCP and other Morocco industrial users, supporting recurring demand.	·  Pilot trial at Khouribga successfully complete. ·  Commercial trial to be completed at Jorf Lasfar, trial plan in negotiation, Quadrise equipment is on site, client commitment reaffirmed.	·  Finalise trial agreement and complete site preparation. ·  Successfully execute trial and target post-trial commercial agreement. ·  Signature of supply agreement with regional supply partner.
Central America (Lower cost, cleaner industrial and marine fuels)	Regional strategy combining marine traffic and power generation demand, with a focus on anchoring supply through industrial users.	Opportunity to establish and regional supply hub linking industrial demand with future marine uptake in key strategic marine hub.	·  Successful testing completed at Sparkle Power. ·  Permitting underway. ·  Engagement with regional customers and fuel suppliers via regional representatives.	·  Complete permitting and widen customer base. ·  Finalise feedstock sourcing and supply arrangements.
Valkor Utah (Heavy oil for less carbon intensive industrial and marine fuels)	Upstream project demonstrating conversion of heavy sweet oil into less carbon intensive MSAR® and bioMSAR™ for local and export markets.	Demonstrates upstream model to unlock stranded heavy oil and enable scalable fuel supply direct to marine and power sectors, reducing carbon-intensity.	·  US$950k license payment due Q3 2026. ·  Pilot plant approved and under construction. ·  Feedstock samples collected for testing. ·  Quadrise equipment prepared for deployment.	·  Samples testing ahead of MMU deployment to site. ·  Valkor pilot plant commissioning (est Q4 2026). ·  Marketing to US customers, transition from pilot to commercial supply.
bioMSAR™ & Technology Development (Improving the cost and abundance of sustainable biofuels)	Development of sustainable biofuel pathways and optimisation of emulsion technologies.	Supports long-term scalability and regulatory alignment through sustainable fuel development.	·  Partnerships with Vertoro, BTG, Alder and Licella. ·  Participation in SEASTARS EU programme. ·  Ongoing R&D into biofuel feedstocks.	·  Continued development of second-generation biofuel inputs. ·  Expansion of RDI partnerships and programmes.

Fundraise Rationale:

The Board considers this period an inflection-point with the Company preparing to move from preparation to delivery and seeks to provide existing shareholders with the opportunity to participate ahead of further milestones being reached.

At 22 June 2026, the Group had a cash balance of c.£2.2 million (unaudited). Based on current projections and forecast project activity, and without any additional funding, the Company expects to have sufficient cash resources to continue operations through to 31 December 2026.

The Board believes that, assuming project progression in accordance with anticipated milestones and timelines, proceeds (before expenses) of £1.2 million from the Placing and the Subscription will provide Quadrise with sufficient working capital resources to 30 June 2027. This will enable the Company to:

·    Commence commercial-scale MSC/Cargill marine trials.

·    Complete trials with OCP (Morocco) and Valkor (Utah) with MMU deployment to both sites.

·    Progress refinery engagement to secure supply agreements.

·    Strengthen the balance sheet to support project execution and counterparty confidence.

Should the Retail Offer of up to £1.2 million (before expenses) be fully subscribed, this will provide additional resources to enable the Company to:

·    Progress projects and trials to commercial revenue generation, with an expected positive cash contribution of approx. £3.6m to 30 June 2028.

·    Support working capital requirements through to positive cashflows in FY 2028-29.

·    Progress our carefully assessed near-term priority business development pipeline, R&D activity and digitalisation initiatives. 

The Board considers the Fundraise to be in the best interests of the Company and its Shareholders as a whole and certain Directors, PDMRs and employees of the Company intend to participate in the Fundraise in respect of an aggregate of 5,400,000 new Ordinary Shares in the Company.

The Board notes that the achievement of significant commercial milestones is expected to position the Company to pursue non-dilutive funding options to accelerate commercialisation without further shareholder dilution. This is a parallel workstream under active management.

Details of the Fundraise

Placing and Subscription

The Placing will be effected through the issue of new Ordinary Shares (the "Placing Shares") to certain new and existing investors. In addition to the Placing, the Company proposes to raise further funds from a direct subscription by certain Directors and PDMRs of the Company ("Subscribers") for new Ordinary Shares ("Subscription Shares") at the Issue Price.

The Placing is subject to the terms and conditions set out in Appendix 1 to this Announcement. The Bookrunners will commence the Accelerated Bookbuild in respect of the Placing immediately following the release of this Announcement. The number of Placing Shares will be determined at the close of the Accelerated Bookbuild and will be announced as soon as practicable after the close of the Accelerated Bookbuild.

The timing of the closing of the Accelerated Bookbuild, pricing and allocations of the Placing Shares are at the absolute discretion of the Bookrunners, in consultation with the Company.

Certain Directors and PDMRs have indicated an intention to participate in the Placing and/or Subscription (the latter by way of a direct subscription with the Company for Subscription Shares) as follows: 

Director/PDMR	Total intended Fundraise participation	Total New Ordinary Shares
Peter Borup	£10,000	1,000,000
Tony Foster	£10,000	1,000,000
Jason Miles	£10,000	1,000,000
Andy Morrison	£6,000	600,000
Michael Covington	£5,000	500,000
David Scott	£3,000	300,000

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

The Placing and Subscription are conditional upon, inter alia, (i) the Placing Agreement not being terminated in accordance with its terms and (ii) First Admission becoming effective.

The Placing is not being underwritten nor is it conditional on the Retail Offer taking place.

The Placing Agreement contains customary indemnities and warranties from the Company in favour of Shore Capital, VSA Capital and Cavendish together with provisions which enable Shore Capital and VSA Capital, after prior consultation with Cavendish to the extent practicable, to terminate the Placing Agreement in certain circumstances, including circumstances where any of the warranties are found to be untrue or inaccurate in any material respect.

Appendix 1 to this Announcement sets out further information relating to the Accelerated Bookbuild and the terms and conditions of the Placing.

Retail Offer

The Company values its Retail Shareholder base and believes that it is appropriate to provide eligible Retail Investors in the United Kingdom with the opportunity to participate in the Retail Offer via the Bookbuild Platform.

The Retail Offer will, at all times, only be made to, directed at and may only be acted upon by those persons who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes persons who are Shareholders). Furthermore, the Retail Offer is offered in the United Kingdom under an exemption from the requirement to publish a prospectus contained in Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"). As such, there is no need for publication of a prospectus or MTF admission prospectus as defined in the POATR. The Retail Offer is not being made into any jurisdiction other than the United Kingdom.

Under the Retail Offer, up to 120,000,000 new Ordinary Shares (the "Retail Offer Shares") will be made available at the Issue Price, although, in the event the Retail Offer is oversubscribed, the amount to be raised pursuant to the Retail Offer may be increased depending on the additional demand. The Retail Offer will be conditional upon, inter alia, completion of the Placing and the Subscription and First Admission.

The Retail Offer Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares and the other New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

The Retail Offer is not made subject to the terms and conditions set out in Appendix 1 to this Announcement. Further information about the Retail Offer and its terms will be set out in a separate announcement to be made by the Company in due course.

Admission, settlement and dealings

Placing and Subscription

Application will be made to the London Stock Exchange for the Placing Shares and the Subscription Shares to be admitted to trading on AIM.

Settlement of the Placing Shares and the Subscription Shares is expected to take place on or around 8.00 a.m. on 10 July 2026 ("First Admission") (or such later date as may be agreed between the Bookrunners, Cavendish and the Company being no later than 8.00 a.m. GMT on 10 August 2026) and dealings in the Placing Shares and the Subscription Shares are expected to commence at that time. 

The Placing Shares and the Subscription Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following First Admission, settlement of transactions in the Placing Shares and the Subscription Shares may take place within the CREST system.

Retail Offer

Application will be made to the London Stock Exchange for the Retail Offer Shares to be admitted to trading on AIM.

 Settlement of the Retail Offer Shares is expected to take place on or around 8.00 a.m. on 16 July 2026 ("Second Admission") (or such later date as may be agreed between the Bookrunners, Cavendish and the Company being no later than 8.00 a.m. GMT on 10 August 2026) and dealings in the Retail Offer Shares are expected to commence at that time.  

 The Retail Offer Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Second Admission, settlement of transactions in the Retail Offer Shares may take place within the CREST system. 

DEFINITIONS

The following definitions apply in Appendix 1 and, as the context shall admit, in the Announcement:

"Accelerated Bookbuild"	the bookbuilding process to be conducted by Shore Capital and VSA Capital to arrange participation by Placees in the Placing
"Admission"	means First Admission and/or Second Admission as the context requires
"AIM"	AIM, a market operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies published by the London Stock Exchange (as updated from time to time)
"Announcement"	this announcement
"Bookbuild Platform"	the online capital markets platform developed by BB Technology Ltd, a company registered in England and Wales with company number 13508012 and whose registered office is at Kinetic Business Centre, Theobald Street, Elstree, Hertfordshire, England, WD6 4PJ
"Bookrunners"	together, Shore Capital and VSA Capital
"Business Day"	any day (excluding Saturdays and Sundays) on which banks are open in London for normal banking business
"Cargill"	Cargill NV, a company organised and existing under the laws of Belgium, having its registered office at Bedrijvenlaan 9, 2800 Mechelen, Belgium
"Cavendish"	Cavendish Capital Markets Limited
"certificated" or "in certificated form"	refers to an Ordinary Share which is not in uncertificated form (that is, not in CREST)
"Company"	Quadrise plc
"CREST"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in the CREST Regulations)
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (S.I. 2001 No 3755) (as amended)
"Directors"	the directors of the Company or any duly authorised committee thereof
"EEA"	the European Economic Area
"Euroclear"	Euroclear UK & International Limited, the operator of CREST
"Existing Ordinary Shares"	the 2,006,154,069 ordinary shares of £0.01 each in issue in the capital of the Company at the date of this Announcement, all of which are admitted to trading on AIM
"FCA"	the Financial Conduct Authority
"First Admission"	admission of the Placing Shares and Subscription Shares to trading on AIM
"Form of Confirmation"	the form of confirmation or contract note made between Shore Capital or VSA Capital (as applicable) and the Placees which incorporate by reference the terms and conditions of the Placing contained in this Announcement
"FSMA"	the Financial Services and Markets Act 2000, as amended
"Fuel EU"	FuelEU Maritime Regulation (Regulation (EU) 2023/1805)
"Fundraise"	means the Placing, the Subscription and the Retail Offer
"Group"	the Company and its subsidiary undertakings (and "Group Company" shall be construed accordingly)
"ISCC"	International Sustainability & Carbon Certification
"Issue Price"	1 pence per Ordinary Share
"London Stock Exchange"	London Stock Exchange plc
"LONO"	Letter of No Objection
"MAC²"	MAC2 Solutions NV, a company organised and existing under the laws of Belgium, having its registered office at Blauwe Weg 7 - kaai 261 2030, Antwerp, Belgium
"MAR"	the EU Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 and as modified by or under the European Union (Withdrawal) Act 2018 or other domestic law
"MMU"	MSAR® Manufacturing Unit
"MSC"	MSC Shipmanagement Limited, a limited company registered in Cyprus and located at 8 Spyrou Kyprianou Avenue, Limassol, which is a 100% subsidiary of the MSC Group, a global shipping company which provides worldwide seaborne transportation solutions, including in the container sector
"New Ordinary Shares" or "New Shares"	the  new Ordinary Shares to be issued in the capital of the Company pursuant to the Fundraise
"OCP"	OCP S., a company incorporated under the laws o Morocco and having its registered office at 2, reu Al Abtal, Hay Erraha, 20200, Casablanca, Morocco
"Ordinary Shares"	means ordinary shares of £0.01 each in the capital of the Company
"Placees"	persons who agree to subscribe for Placing Shares at the Issue Price
"Placing"	the conditional placing of the Placing Shares by Shore Capital and VSA Capital on behalf of the Company at the Issue Price, in accordance with the Placing Agreement
"Placing Agreement"	the conditional agreement dated 7 July 2026 between the Company, Cavendish, Shore Capital and VSA Capital in relation to the Placing and the Retail Offer
"Placing Results Agreement"	the terms of the Placing setting out the Issue Price and the number of Placing Shares to be issued in the Placing, to be executed in accordance with the Placing Agreement by the Company, Shore Capital and VSA Capital
"Placing Shares"	the new Ordinary Shares to be issued pursuant to the Placing
"QIL"	Quadrise International Limited, a wholly-owned subsidiary of the Company
"Retail Investors" or "Retail Shareholders"	existing Shareholders, who are resident in the United Kingdom and are a customer of an intermediary who agrees conditionally to subscribe for Retail Offer Shares in the Retail Offer
"Retail Offer"	the proposed conditional offer of Retail Offer Shares to Retail Investors through intermediaries on the Bookbuild Platform
"Retail Offer Shares"	up to 120,000,000 new Ordinary Shares being made available pursuant to the Retail Offer
"RIS"	shall have the same meaning as in the AIM Rules
"Second Admission"	admission of the Retail Offer Shares to trading on AIM
"Shareholder"	a holder of Ordinary Shares from time to time
"Shore Capital"	Shore Capital Stockbrokers Limited, joint broker to the Company and placing agent in respect of the Placing
"Sparkle"	Sparkle Power S.A, a Panamanian company having its registered office at Rio Duque, El Giral, Buena Vista, province of Colon
"Subscribers"	means each subscriber for the Subscription Shares
"Subscription Letters"	the agreements to be entered into between the Company and each of the Subscribers dated on or around the date of this Announcement
"Subscription Shares"	the number of new Ordinary Shares as will be recorded in the Subscription Letters from each of the Subscribers to the Company pursuant to the Subscription at the Issue Price, and "Subscription Share" shall be construed accordingly
"Valkor"	means Valkor Technologies LLC, a Delaware limited liability company
"VSA Capital"	VSA Capital Limited, joint broker to the Company and placing agent in respect of the Placing

IMPORTANT NOTICES

This Announcement, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa, or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction (the "Restricted Jurisdictions").

The New Ordinary Shares referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, in or into the United States except in transactions exempt from, or not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares are being offered and sold solely outside the United States in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act. No public offering of New Ordinary Shares is being made in the United States.

This Announcement does not constitute or form part of an offer to sell or issue or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in any jurisdiction including, without limitation, the Restricted Jurisdictions or any other jurisdiction in which such offer or solicitation would be unlawful. This Announcement and the information contained in it is not for publication or distribution, directly or indirectly, to persons in a Restricted Jurisdiction, unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

No action has been taken by the Company, the Bookrunners or Cavendish or any of their respective directors, officers, partners, agents, employees or affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement.

THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF  PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATRs") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING, WITHOUT LIMITATION, NOMINEES AND TRUSTEES) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO AND SHOULD SEEK APPROPRIATE ADVICE BEFORE TAKING ANY ACTION. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, INVESTORS REPRESENT AND AGREE THAT THEY ARE A RELEVANT PERSON. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT OR THE PLACING RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

This Announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by Cavendish, the Bookrunners or any other person authorised under FSMA. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

No prospectus or offering document will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the POATRs and the Prospectus Rules: Admission to Trading on a Regulated Market Sourcebook) to be published.

Certain statements in this Announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Group's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of such statements and, except as required by the FCA, the London Stock Exchange or applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Group.

Cavendish, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser exclusively for the Company and no one else in connection with the Fundraise and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Fundraise or any other matter referred to in this Announcement. Cavendish's responsibilities as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed to the London Stock Exchange and the Company and not to any other person.

Shore Capital and VSA Capital, who are authorised and regulated in the United Kingdom by the FCA, are acting exclusively for the Company as joints bookrunners and brokers and no one else in connection with the Fundraise and will not regard any other person (whether or not a recipient of this Announcement) as their client in relation to the Fundraise and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice, in relation to the Fundraise or any other matter referred to in this Announcement. The responsibilities of Shore Capital and VSA Capital as the Company's joint brokers are owed to the London Stock Exchange and not to any other person.

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 or on behalf of the Company, Cavendish, Shore Capital or VSA Capital or by their affiliates or their respective agents, directors, officers and employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than to trading on AIM.

Appendix 1 to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in Appendix 1.

Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.

APPENDIX 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS APPENDIX 1 CONTAINS IMPORTANT INFORMATION FOR INVITED PLACEES REGARDING THE PLACING. THIS INFORMATION AND THE TERMS AND CONDITIONS SET OUT HEREIN (THE "PLACING TERMS") DO NOT APPLY TO THE RETAIL OFFER.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX 1 AND THE PLACING TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") (WHICH IS FOR INFORMATION PURPOSES ONLY) ARE DIRECTED ONLY AT:  (A) PERSONS IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" WITHIN THE MEANING OF ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AS AMENDED AND/OR SUPPLEMENTED FROM TIME TO TIME AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN ANY MEMBER STATE) (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, PERSONS WHO ARE, UNLESS OTHERWISE AGREED BY THE BOOKRUNNER, "QUALIFIED INVESTORS" WITHIN THE MEANING OF  PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATRs") WHO ARE ALSO: (I) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "ORDER"); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (C) OTHERWISE, PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A), (B) AND (C), TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT 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 RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE ANY SECURITIES IN THE COMPANY.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES OR UNDER ANY SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD, PLEDGED, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT, IN EACH CASE, AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS").

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX OR BUSINESS CONSEQUENCES AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.

The Placing Shares have not been 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 Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) eligible counterparties (each as defined in MiFID II (as defined below)); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares 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 Placing Shares have been subject to a product approval process which has determined that the Placing Shares are: (i) compatible with an end target market of: (A) retail investors; (B) investors who meet the criteria of professional clients; and (C) 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 Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The 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 Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the EU Target Market Assessment does not constitute an assessment of suitability or appropriateness for the purposes of MiFID II, or a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of the Terms and Conditions (or any part of them) should seek appropriate advice before taking any action.

The Terms and Conditions should be read in their entirety. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement should seek appropriate advice before taking any action.

Unless otherwise defined in these Terms and Conditions, capitalised terms used in these Terms and Conditions shall have the meaning given to them in the Announcement to which these Terms and Conditions are appended.

This Announcement (including this Appendix 1) should be read in its entirety. In particular, any Placee should read and understand the information provided in the "Important Notices" section of this Announcement.

By participating in the Accelerated Bookbuild (as defined below) and the Placing, each Placee will be deemed (i) to have read and understood this Announcement in its entirety, (ii) to be participating, making an offer to acquire and acquiring Placing Shares on the terms and conditions contained herein and (iii) to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Announcement (including for the avoidance of doubt this Appendix 1).

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2.    it is acquiring the Placing Shares for its own account or is acquiring the Placing 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, acknowledgements, undertakings and agreements contained in this Announcement (including for the avoidance of doubt this Appendix 1);

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 Appendix 1; and

4.    except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 2 above) is outside the United States acquiring the Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of their own assessment of the Company, the Placing Shares and the Placing, based on the information contained in this Announcement, the announcement of the pricing of the Placing (the "Result of Placing Announcement") (together, the "Placing Documents") and any information publicly announced through a regulatory information service ("RIS") by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information") and subject to any further terms set forth in the Form of Confirmation sent to Placees by Shore Capital or VSA Capital to confirm their acquisition of Placing Shares.

Each Placee, by participating in the Placing, agrees that the content of the Placing Documents is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of Shore Capital, VSA Capital or the Company or any other person and none of Shore Capital, VSA Capital the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any responsibility or liability for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. No Placee should consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own attorney, tax advisor and business advisor for legal, tax and business advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

Shore Capital and VSA Capital are acting as bookrunners and placing agent in connection with the Placing and have entered into the Placing Agreement with the Company and Cavendish under which, on the terms and subject to the conditions set out in the Placing Agreement, Shore Capital and VSA Capital, as agent for and on behalf of the Company, have agreed to use their reasonable endeavours to procure placees for the Placing Shares. The Placing is not being underwritten by Shore Capital, VSA Capital or any other person.

The price per Ordinary Share at which the Placing Shares are to be placed is 1.0 pence per Placing Share (the "Issue Price") and the final number of Placing Shares will be decided at the close of the Accelerated Bookbuild following the execution of the placing terms by the Company, Shore Capital and VSA Capital (the "Placing Results Agreement"). The timing of the closing of the book and allocations are at the discretion of the Company, Shore Capital and VSA Capital. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Accelerated Bookbuild.

The Placing Shares will be duly authorised and will, when issued, be credited as fully paid up and will be issued subject to the Company's articles of association in place at the time and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares, and will on issue be free of all pre-emption rights, claims, liens, charges, encumbrances and equities.

Application for admission to trading on AIM

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

It is expected that First Admission of the Placing Shares will occur at or before 8.00 a.m. on 10 July 2026 (or such later time or date as Shore Capital, VSA Capital and Cavendish may agree with the Company, being no later than 8.00 a.m. on 10 August 2026) and that dealings in the Placing Shares will commence at that time.

Accelerated Bookbuild

Shore Capital and VSA Capital will today commence the accelerated bookbuilding process to determine demand for participation in the Placing by Placees at the Issue Price (the "Accelerated Bookbuild"). This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

Shore Capital, VSA Capital and the Company shall be entitled to effect the Placing by such alternative method to the Accelerated Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1.    Shore Capital and VSA Capital are arranging the Placing as bookrunners and placing agents of the Company.

2.    Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by Shore Capital and/or VSA Capital. Shore Capital and VSA Capital may themselves agree to be a Placee in respect of all or some of the Placing Shares or may nominate any member of their group to do so.

3.    The number of Placing Shares to be issued at the Issue Price will be agreed by Shore Capital and VSA Capital (in consultation with the Company) following completion of the Accelerated Bookbuild. Subject to the execution of the Placing Results Agreement, the Issue Price and the number of Placing Shares to be issued will be announced on an RIS following the completion of the Accelerated Bookbuild via the Result of Placing Announcement.

4.    To bid in the Accelerated Bookbuild, prospective Placees should communicate their bid orally by telephone or in writing to their usual sales contact at Shore Capital or VSA Capital. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. Bids may be scaled down by Shore Capital and VSA Capital on the basis referred to in paragraph 6 below. Shore Capital and VSA Capital reserve the right not to accept bids or to accept bids in part rather than in whole. The acceptance of bids shall be at the absolute discretion of Shore Capital and VSA Capital, subject to agreement with the Company.

5.    The Accelerated Bookbuild is expected to close no later than 6.30 p.m. today (7 July 2026) but may be closed earlier or later at the discretion of Shore Capital and VSA Capital subject to agreement with the Company. Shore Capital and VSA Capital may, subject to agreement with the Company, accept bids that are received after the Accelerated Bookbuild has closed. The Company reserves the right (subject to the agreement of Shore Capital and VSA Capital) to reduce the number of shares to be issued pursuant to the Placing, in its absolute discretion. 

6.    Allocations of the Placing Shares will be determined by Shore Capital and VSA Capital after consultation with the Company (the proposed allocations having been supplied by Shore Capital and VSA Capital to the Company in advance of such consultation). Allocations will be confirmed orally by Shore Capital or VSA Capital and a Form of Confirmation will be despatched as soon as possible thereafter. Shore Capital or VSA Capital oral confirmation, as applicable, to such Placee constitutes an irrevocable legally binding commitment upon such person (who will at that point become a Placee), in favour of Shore Capital, VSA Capital and the Company, to acquire the number of Placing Shares allocated to it and to pay the Issue Price in respect of such Placing Shares on the terms and conditions set out in this Appendix 1 and in accordance with the Company's articles of association. A bid in the Accelerated Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix 1) and will be legally binding on the Placee on behalf of which it is made and except with Shore Capital and VSA Capital consent, such commitment will not be capable of variation or revocation after the time at which it is submitted.

7.    Each Placee's allocation and commitment will be evidenced by a Form of Confirmation issued to such Placee by Shore Capital or VSA Capital. The terms of this Appendix 1 will be deemed incorporated in that Form of Confirmation.

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

9.    All obligations under the Accelerated Bookbuild and the Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

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

11.  To the fullest extent permissible by law, neither Shore Capital, nor VSA Capital nor the Company, nor any of their respective affiliates, agents, directors, officers or employees 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 Shore Capital, VSA Capital, the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any responsibility or liability (including to the extent permissible by law, any fiduciary duties) in respect of Shore Capital or VSA Capital conduct of the Placing.

12.  The Placing Shares will be issued subject to the terms and conditions of this Announcement and each Placee's commitment to subscribe for Placing Shares on the terms set out herein will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, Shore Capital's or VSA Capital's conduct of the Placing.

13.  All times and dates in this Announcement may be subject to amendment. Shore Capital or VSA Capital, as applicable, shall notify the Placees and any person acting on behalf of the Placees of any changes.

Conditions of the Placing

The Placing is conditional upon, inter alia, (i) the conditions in the Placing Agreement relating to the Placing being fulfilled and (ii) the Placing Agreement not having been terminated in accordance with its terms. The obligations of Shore Capital and VSA Capital under the Placing Agreement in relation to the Placing are conditional on customary conditions, including (amongst others) (the "Conditions"):

1.    the London Stock Exchange agreeing to admit the Placing Shares and the Subscription Shares to trading on AIM (subject only to allotment);

2.    the Placing Results Agreement having been executed by the Company and the Bookrunners no later than 7.00 a.m. on 8 July 2026 (or such later time or date as Shore Capital and VSA Capital may otherwise agree with the Company);

14.  the delivery by the Company to Shore Capital and VSA Capital of a warranty confirmation certificate signed by a Director for and on behalf of the Company prior to the date on which First Admission is expected to occur (and dated as of such date);

15.  the Company having complied in all material respects with its obligations which fall to be performed on or prior to First Admission under the Placing Agreement;

16.  the Subscription having become unconditional in accordance with its terms, save for any condition as to First Admission; and

17.  First Admission occurring no later than 8.00 a.m. on 10 July 2026 (or such later time or date as Shore Capital and VSA Capital may otherwise agree with the Company, being no later than 8.00 a.m. on 10 August 2026).

Shore Capital and VSA Capital may, at their discretion and upon such terms as they think fit, waive compliance by the Company with the whole or in part of any of the Company's obligations in relation to the Conditions or extend the time or date provided for fulfilment of any such Conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

If (i) any of the Conditions are not fulfilled or (where permitted) waived by Shore Capital and VSA Capital by the relevant time or date specified (or such later time or date as Shore Capital and VSA Capital may agree with the Company, being no later than 8.00 a.m. on 10 August 2026) or (ii) the Placing Agreement is terminated in the circumstances specified below under "Right to terminate under the Placing Agreement", the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by it or on its behalf (or any person on whose behalf the Placee is acting) in respect thereof.

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

Right to terminate under the Placing Agreement

Each of Shore Capital and VSA Capital is entitled, but after prior consultation with Cavendish, at any time before Admission, to terminate the Placing Agreement in accordance with its terms in certain circumstances, including (amongst other things):

1.    Shore Capital or VSA Capital becomes aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a breach of the warranties in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading by reference to the facts and circumstances then subsisting; or 

2.    the Company fails to comply in any material respect with any of its obligations under the Placing Agreement, or with the requirements of any laws or regulations in relation to the Placing, the Subscription and/or the Retail Offer or it comes to the attention of Shore Capital or VSA Capital that the Company has failed, in any material respect, to comply with any of its obligations under the Placing Agreement; or 

3.    it comes to the attention of Shore Capital or VSA Capital that any statement contained in the Placing Documents and/or in the documentation used in connection with the Retail Offer (together with the Placing Documents, the "Fundraise Documents") is untrue, inaccurate or misleading which Shore Capital or VSA Capital (acting reasonably) considers to be material in the context of the Fundraise or that matters have arisen which would, if the Fundraise Documents were issued at that time, constitute an omission therefrom which Shore Capital or VSA Capital (acting reasonably) considers to be material in the context of the Placing, the Subscription and/or Retail Offer;

4.    the appointment of Shore Capital as the coordinator of the Retail Offer for the Company pursuant to the terms of the Placing Agreement is terminated for whatever reason; or

5.    there has occurred a force majeure event, or any material adverse change has occurred in the financial position or prospects or business of the Company and its subsidiary undertakings (taken as whole) which, in the opinion of Shore Capital or VSA Capital (acting reasonably), will or is likely to be prejudicial to the Placing, the Subscription and/or the Retail Offer.

If either Shore Capital or VSA Capital (the "Withdrawing Bookrunner") elects to terminate the Placing Agreement in accordance with its terms but the other Bookrunner (the "Continuing Bookrunner") elects not to do so, then the Continuing Bookrunner has the right to elect to continue to act as the sole placing agent of the Company in connection with the Placing (the "Step-in Right") and in those circumstances the Placing Agreement will continue, the Continuing Bookrunner will assume all rights of the Withdrawing Bookrunner under the Placing Agreement and all obligations of the Withdrawing Bookrunner will cease and determine, subject to certain exceptions.

Assuming the Step-in Right is not exercised and the Placing Agreement is terminated, upon termination, the parties to the Placing 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 Placing Agreement, subject to certain exceptions.

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

Restriction on Further Issue of Shares

The Company has undertaken to Shore Capital and VSA Capital that, between the date of the Placing Agreement and 90 days after the date of Second Admission (the "Restricted Period"), it will not, without the prior written consent of Shore Capital and VSA Capital directly or indirectly offer, issue, lend, sell or contract to sell, issue options in respect of or otherwise dispose of or announce an offering or issue of any Ordinary Shares (or any interest therein or in respect thereof) or any other securities exchangeable for or convertible into, or substantially similar to, Ordinary Shares or enter into any transaction with the same economic effect as, or agree to do, any of the foregoing (whether or not legally or contractually obliged to do so) provided that the foregoing restrictions shall not restrict the ability of the Company or any other member of the Group during the Restricted Period to grant of options under, or the allotment and issue of shares pursuant to options under, any employee or non-executive share or option schemes or long term incentive plans of the Company (in accordance with its normal practice), or the allotment and issue of the Retail Offer Shares pursuant to the provisions of the Retail Offer.

By participating in the Placing, Placees agree that the exercise by Shore Capital and VSA Capital of any power to grant consent to the undertaking by the Company of a transaction which would otherwise be subject to the restrictive provisions on further issuance under the Placing Agreement shall be within the absolute discretion of Shore Capital and VSA Capital and that it need not make any reference to, or consult with, Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant consent.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B11DDB67) following First Admission will take place within the system administered by Euroclear ("CREST"), subject to certain exceptions. Shore Capital reserves the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they may 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.

Shore Capital is acting as settlement bank. Following the close of the Accelerated Bookbuild, each Placee to be allocated Placing Shares in the Placing will be sent a Form of Confirmation stating the number of Placing Shares allocated to them at the Issue Price, the aggregate amount owed by such Placee to Shore Capital and settlement instructions. 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 in respect of the Placing Shares that it has in place with Shore Capital.

The Company will deliver the Placing Shares to CREST accounts operated by Shore Capital as agent for the Company and Shore Capital will enter its delivery instructions into the CREST system. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement in respect of the Placing Shares will take place on 10 July 2026 on a delivery versus payment basis.

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 SONIA as determined by Shore Capital.

Each Placee is deemed to agree that, if it does not comply with these obligations, Shore Capital may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for Shore Capital account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and will be required to bear any stamp duty or stamp duty reserve tax or other taxes or duties (together with any interest or penalties) imposed in any jurisdiction which may arise upon the sale of such Placing Shares on such Placee's behalf.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the Form of Confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are issued in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. If there are any circumstances in which any stamp duty or stamp duty reserve tax or other similar taxes or duties (including any interest and penalties relating thereto) is payable in respect of the allocation, allotment, issue, sale, transfer or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), neither Shore Capital, VSA Capital nor the Company shall be responsible for payment thereof.

Representations, warranties, undertakings and acknowledgements

By participating in the Placing each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with Shore Capital and VSA Capital (in their capacity as bookrunners and placing agents of the Company in respect of the Placing) and the Company, in each case as a fundamental term of their application for Placing Shares, the following:

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

2.    the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of AIM, 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 has access to such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded companies, without undue difficulty;

3.    to be bound by the terms of the articles of association of the Company;

4.    the person whom it specifies for registration as holder of the Placing Shares will be (a) itself or (b) its nominee, as the case may be. Neither Shore Capital, VSA Capital nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar taxes or duties imposed in any jurisdiction (including interest and penalties relating thereto) ("Indemnified Taxes"). Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, VSA Capital and Shore Capital on an after-tax basis in respect of any Indemnified Taxes;

5.    neither Shore Capital, VSA Capital, nor any of their affiliates agents, directors, officers and employees accepts any responsibility for any acts or omissions of the Company or any of the directors of the Company or any other person in connection with the Placing;

6.    time is of the essence as regards its obligations under this Announcement;

7.    any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Shore Capital or VSA Capital;

8.    it will not redistribute, forward, transfer, duplicate or otherwise transmit this Announcement or any part of it, or any other presentational or other material concerning the Placing (including electronic copies thereof) to any person and represents that it has not redistributed, forwarded, transferred, duplicated, or otherwise transmitted any such documents to any person;

9.    no prospectus or other offering document is required under the POATRs or the EU Prospectus Regulation, nor will one be prepared in connection with the Accelerated Bookbuild, the Placing or the Placing Shares and it has not received and will not receive a prospectus or other offering document in connection with the Accelerated Bookbuild, the Placing or the Placing Shares;

10.  in connection with the Placing, Shore Capital, VSA Capital and any of their affiliates acting as an investor for its own account may subscribe for Placing Shares in the Company and in that capacity may retain, purchase or sell for its own account such Placing Shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to the Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to Shore Capital, VSA Capital or any of their affiliates acting in such capacity;

11.  Shore Capital, VSA Capital and their affiliates may enter into financing arrangements and swaps with investors in connection with which Shore Capital, VSA Capital and any of their affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares;

12.  Shore Capital and VSA Capital do not intend to disclose the extent of any investment or transactions referred to in paragraphs 10 and 11 above otherwise than in accordance with any legal or regulatory obligation to do so;

13.  Shore Capital and VSA Capital do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

14.  its participation in the Placing is on the basis that it is not and will not be a client of any of Shore Capital or VSA Capital in connection with its participation in the Placing and that neither Shore Capital nor VSA Capital have any duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

15.  the content of the Placing Documents and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and neither Shore Capital, VSA Capital nor any of their affiliates agents, directors, officers or employees nor any person acting on behalf of any of them is responsible for or has or shall have any responsibility or liability for any information, representation or statement contained in, or omission from, this Announcement, the Publicly Available Information or otherwise nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by such person;

16.  the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for Placing Shares is contained in the Placing Documents or any Publicly Available Information (save that in the case of Publicly Available Information, a Placee's right to rely on that information is limited to the right that such Placee would have as a matter of law in the absence of this paragraph 16), such information being all that such Placee deems necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares;

17.  it has neither received nor relied on any other information given, or representations, warranties or statements, express or implied, made, by Shore Capital, VSA Capital or the Company nor any of their respective affiliates, agents, directors, officers or employees acting on behalf of any of them (including in any management presentation delivered in respect of the Accelerated Bookbuild) with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of any information contained in the Placing Documents, or the Publicly Available Information or otherwise;

18.  neither Shore Capital, VSA Capital nor the Company, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, nor will provide, it with any material or information regarding the Placing Shares or the Company or any other person other than the information in the Placing Documents or the Publicly Available Information; nor has it requested any of Shore Capital, VSA Capital, the Company, any of their respective affiliates or any person acting on behalf of any of them to provide it with any such material or information;

19.  neither Shore Capital, VSA Capital nor the Company will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

20.  it may not rely, and has not relied, on any investigation that Shore Capital, VSA Capital, any of their affiliates or any person acting on its behalf, may have conducted with respect to the Placing Shares, the terms of the Placing or the Company, and none of such persons has made any representation, express or implied, with respect to the Company, the Placing, the Placing Shares or the accuracy, completeness or adequacy of the information in the Placing Documents, the Publicly Available Information or any other information;

21.  in making any decision to subscribe for Placing Shares it:

(a)            has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of subscribing for the Placing Shares;

(b)            will not look to Shore Capital or VSA Capital for all or part of any such loss it may suffer;

(c)            is experienced in investing in securities of this nature in this sector and is aware that it may be required to bear, and is able to bear, the economic risk of an investment in the Placing Shares;

(d)            is able to sustain a complete loss of an investment in the Placing Shares;

(e)            has no need for liquidity with respect to its investment in the Placing Shares;

(f)             has made its own assessment and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its investment in the Placing Shares; and

(g)            has conducted its own due diligence, examination, investigation and assessment of the Company, the Placing Shares and the terms of the Placing and has satisfied itself that the information resulting from such investigation is still current and relied on that investigation for the purposes of its decision to participate in the Placing;

22.  it is subscribing for the Placing Shares for its own account or for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the acknowledgements, representations and agreements contained in this Announcement;

23.  it is acting as principal only in respect of the Placing or, if it is acting for any other person, it is:

(a)            duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person; and

(b)            will remain liable to the Company and/or Shore Capital or VSA Capital for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

24.  it and any person acting on its behalf is entitled to subscribe for the Placing Shares under the laws and regulations of all relevant jurisdictions that apply to it and that it has fully observed such laws and regulations, has capacity and authority and is entitled to enter into and perform its obligations as a subscriber of Placing Shares and will honour such obligations, and has obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities to enable it to commit to this participation in the Placing 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 and that it has not taken any action or omitted to take any action which will or may result in Shore Capital, VSA Capital the Company or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing;

25.  where it is subscribing for Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account;

26.  it irrevocably appoints any duly authorised officers of Shore Capital or VSA Capital as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe for upon the terms of this Announcement;

27.  the Placing Shares have not been and will not be registered or otherwise qualified and that a prospectus will not be cleared in respect of any of the Placing Shares under the securities laws or legislation of the Restricted Jurisdictions, or any state, province, territory or jurisdiction thereof;

28.  the Placing Shares may not be offered, sold, or delivered or transferred, directly or indirectly, in or into the above jurisdictions or any jurisdiction (subject to certain exceptions) in which it would be unlawful to do so and no action has been or will be taken by any of the Company, Shore Capital, VSA Capital or any person acting on behalf of the Company, VSA Capital or Shore Capital that would, or is intended to, permit a public offer of the Placing Shares in the Restricted Jurisdictions or any country or jurisdiction, or any state, province, territory or jurisdiction thereof, where any such action for that purpose is required;

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

30.  unless otherwise specifically agreed with Shore Capital and VSA Capital, it is not and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of, nor have an address in, Australia, New Zealand, Japan, the Republic of South Africa or any province or territory of Canada;

31.  it may be asked to disclose in writing or orally to Shore Capital or VSA Capital, as applicable:

(a)            if he or she is an individual, his or her nationality; or

(b)            if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

32.  it is and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be (i) outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the US Securities Act or (ii) a QIB and will duly execute a US investor letter and deliver the same to Shore Capital, VSA Capital or their affiliates;

33.  it has not been offered to purchase or subscribe for Placing Shares by means of any "directed selling efforts" as defined in Regulation S under the US Securities Act or by means of any "general solicitation" or "general advertising" within the meaning of Regulation D under the US Securities Act;

34.  it understands that the Placing Shares have not been, and will not be, registered under the US Securities Act and may not be offered, sold or resold, pledged or delivered in or into or from the United States except pursuant to (i) an effective registration statement under the US Securities Act; or (ii) pursuant to an exemption from the registration requirements of the US Securities Act and, in each case, in accordance with applicable United States state securities laws and regulations;

35.  it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the US Securities Act;

36.  it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

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

38.  it understands that the Company has not undertaken to determine whether it will be treated as a passive foreign investment company ("PFIC") for US federal income tax purposes for the current year, or whether it is likely to be so treated for future years and neither the Company, VSA Capital nor Shore Capital make any representation or warranty with respect to the same. Accordingly, neither the Company nor Shore Capital or VSA Capital can provide any advice to United States investors as to whether the Company is or is not a PFIC for the current tax year, or whether it will be in future tax years. Accordingly, neither the Company nor Shore Capital and VSA Capital undertakes to provide to United States investors or shareholders any information necessary or desirable to facilitate their filing of annual information returns, and United States investors and shareholders should not assume that this information will be made available to them;

39.  if in a member state of the EEA, unless otherwise specifically agreed with Shore Capital and VSA Capital in writing, it is a qualified investor as defined in article 2 (e) of the EU Prospectus Regulation ("EEA Qualified Investors");

40.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA except to EEA 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;

41.  if a financial intermediary, as that term is used in Article 7(4) of the POATRs, the Placing Shares subscribed for or acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than qualified investors (as defined in paragraph 15 of Schedule 1 of the POATRs), or in circumstances in which the prior consent of Shore Capital and VSA Capital has been given to each proposed offer or resale;

42.  if in the United Kingdom, that it is a person (i) having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the Order or (ii) who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order, or (iii) to whom it may otherwise lawfully be communicated;

43.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to except to qualified investors (as defined in paragraph 15 of Schedule 1 of POATRs) and who are (i) persons falling within the definition of an 'Investment Professional" in article 19(5) of the Order or (ii) persons who fall within article 49(2)(A) to (D) (High Net Worth Companies, Unincorporated Companies, Unincorporated Associations, etc) of the Order or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of Regulation 7 of the POATRs;

44.  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 Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that the Placing Documents have not and will not have been approved by Shore Capital and VSA Capital in their capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as a financial promotion by an authorised person;

45.  it has complied and will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all applicable provisions in FSMA and MAR) in respect of anything done in, from or otherwise involving, the United Kingdom);

46.  if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

47.  it has complied with its obligations under the Criminal Justice Act 1993 and Articles 8, 10 and 12 of MAR 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 and the Money Laundering Sourcebook of the FCA (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

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

49.  the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

50.  it (and any person acting on its behalf) has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment in respect of the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other subscribers or sold as Shore Capital or VSA Capital may in its sole discretion determine and without liability to such Placee, who will remain liable for any amount by which the net proceeds of such sale falls short of the product of the relevant Issue Price and the number of Placing Shares allocated to it and will be required to bear any stamp duty, stamp duty reserve tax or other taxes or duties (together with any interest, fines or penalties) imposed in any jurisdiction which may arise upon the sale of such Placee's Placing Shares;

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

52.  its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that Shore Capital, VSA Capital or the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

53.  Shore Capital, VSA Capital nor any of their affiliates, nor any person acting on behalf of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing;

54.  if it has received any 'inside information' (for the purposes of MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) in relation to the Company and its securities in advance of the Placing, it confirms that it has received such information within the market soundings regime provided for in article 11 of MAR and associated delegated regulations and it has not:

(a)            used that inside information to acquire or dispose of securities of the Company or financial instruments related thereto or cancel or amend an order concerning the Company's securities or any such financial instruments;

(b)            used that inside information to encourage, require, recommend or induce another person to deal in the securities of the Company or financial instruments related thereto or to cancel or amend an order concerning the Company's securities or such financial instruments; or

(c)            unlawfully disclosed such information to any person, prior to the information being made publicly available;

55.  the rights and remedies of the Company, VSA Capital and Shore Capital under the terms and conditions in this Announcement 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; and

56.  these terms and conditions of the Placing and any agreements entered into by it pursuant to the terms and conditions of the Placing, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by either the Company or Shore Capital or VSA Capital 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.

The foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings are given for the benefit of the Company as well Shore Capital and VSA Capital and are irrevocable. Shore Capital, VSA Capital the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, confirmations, acknowledgements, agreements and undertakings. Each prospective Placee, and any person acting on behalf of such Placee, irrevocably authorises the Company, VSA Capital and Shore Capital 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.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify on an after tax basis and hold the Company, Shore Capital, VSA Capital and their respective affiliates, agents, directors, officers and employees harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings given by the Placee (and any person acting on such Placee's behalf) in this Announcement or incurred by Shore Capital or VSA Capital, the Company or any of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placees' obligations as set out in this Announcement, and further agrees that the provisions of this Announcement shall survive after completion of the Placing.

Taxation

The agreement to allot and issue Placing Shares to Placees (and/or to persons for whom such Placee is contracting as 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 Placing Shares in question. Such agreement also assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax or other similar taxes or duties may be payable, for which neither the Company nor Shore Capital nor VSA Capital will be responsible and the Placees shall indemnify the Company, Shore Capital and VSA Capital on an after- tax basis for any stamp duty or stamp duty reserve tax or other similar taxes or duties (together with interest, fines and penalties) in any jurisdiction paid by the Company or Shore Capital or VSA Capital in respect of any such arrangements or dealings. If this is the case, each Placee should seek its own advice and notify Shore Capital or VSA Capital accordingly. Placees are advised to consult with their own advisers regarding the tax aspects of the subscription for Placing Shares.

The Company, Shore Capital and VSA Capital are not liable to bear any taxes that arise on a sale of Placing Shares subsequent to their acquisition by Placees, including any taxes arising otherwise than under the laws of any country in the EEA. Each prospective Placee should, therefore, take its own advice as to whether any such tax liability arises and notify Shore Capital or VSA Capital and the Company accordingly. Furthermore, each prospective Placee agrees to indemnify on an after-tax basis and hold Shore Capital, VSA Capital and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes in any jurisdiction to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent.

In addition, Placees should note that they will be liable for any 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, whether inside or outside the UK, by them or any other person on the subscription, acquisition, transfer or sale by them of any Placing Shares or the agreement by them to subscribe for, acquire, transfer or sell any Placing Shares.

No statement in the Placing Documents is intended to be a profit forecast or estimate, and no statement in the Placing Documents should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM, a market operated by the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, the Placing Documents.

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