Sun, 05 Dec 2021

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

THIS ANNOUNCEMENT IS NOT FOR PUBLIC RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018.

Equity Fundraise of Approximately US$197 Million Including Placing of Approximately US$75 Million and Proposed Open Offer to Qualifying Shareholders

LONDON, UK / ACCESSWIRE / November 23, 2021 / Horizonte ('Horizonte' or the 'Company') (AIM:HZM) (TSX:HZM), announces its intention to raise aggregate gross proceeds of approximately US$197 million through the issue of new Ordinary Shares in the capital of the Company consisting of:

  • a placing in the United Kingdom and certain other jurisdictions outside Canada and a marketed public offering in Canada to raise, in aggregate, approximately US$75 million before expenses through the issue of new Ordinary shares to new and existing institutional investors;
  • a cornerstone subscription for new Ordinary Shares by Glencore International AG to raise US$7 million;
  • a strategic investment for new Ordinary Shares by Orion Mine Finance Fund III LP to raise approximately US$50 million; and
  • a strategic investment for new Ordinary Shares by La Mancha Investments S.à.r.l. to raise between approximately US$65 million and US$75 million.

In addition to this Equity Fundraise, and the Glencore Subscription, the Company intends to raise a further:

  • US$436.2 million through certain debt and other financing arrangements; and
  • up to US$8 million (before expenses) through an open offer to Qualifying Shareholders.

It is intended that the Equity Fundraise, Glencore Subscription and the Open Offer will result in the Company raising total gross proceeds of up to approximately US$205 million (approximately US$198 million after expenses).

A separate announcement regarding the terms of the Strategic Investments and Other Financing Arrangements was released immediately prior to this announcement (the 'Funding Package Announcement'). The Funding Package Announcement contains details of the proposed use of proceeds and also explains the background to and reasons for the Proposed Funding Package.

Details of the Placing

In connection with the UK Placing, BMO Capital Markets Limited and Peel Hunt LLP, are acting as joint global coordinators and together with H&P Advisory Limited, are acting as the joint bookrunners, and in connection with the Canadian Offering, BMO Nesbitt Burns Inc., Paradigm Capital Inc., Cormark Securities Inc and Cantor Fitzgerald Canada Corporation are acting as Canadian agents.

The UK Placing will be conducted through an accelerated bookbuild process outside of Canada, and the Canadian Offering will comprise a marketed public offering in Canada, both of which will be launched immediately following the release of this Announcement.

The UK Placing will be conducted in accordance with the terms and conditions set out in the Appendix (which forms part of this Announcement) and the Canadian Offering will be conducted on the terms and conditions set out in the Canadian Prospectus.

The Joint UK Bookrunners and the Canadian Agents will commence the Bookbuild immediately following the release of this Announcement. The number of Placing Shares and the price at which the Placing Shares are to be placed will be determined at the end of the Bookbuild. All Equity Fundraise Shares (including the Strategic Investment Shares), the Glencore Subscription Shares and the Open Offer Shares will be subscribed for at such price.

The timing of the closing of the book, pricing and allocations are at the absolute discretion of the Joint UK Bookrunners, Canadian Agents and the Company. Details of the price determined in the Bookbuild and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares will, when issued, rank pari passu in all respects with the existing ordinary shares, including, without limitation, the right to receive dividends and other distributions declared, made or paid after the date of issue.

Open Offer

In addition to the Equity Fundraise, the Company intends to raise up to US$8 million through an Open Offer made to Qualifying Shareholders, to be further described in a circular to be issued by the Company on or about 29 November 2021, to provide shareholders who are not participating in the Placing with an opportunity to subscribe for new Ordinary Shares at the same price and on substantively the same terms as those persons who are participating in the Placing.

The Open Offer is conditional on completion of the Placing and Strategic Investments, but the Placing and Strategic Investments are not conditional on the Open Offer. The Open Offer is not being underwritten.

General

The Circular, containing details of the Proposed Funding Package, the Open Offer and convening the General Meeting to consider the Resolutions, is expected to be posted by the Company to its shareholders on or before 29 November 2021 and subsequently filed on the Company's profile on SEDAR at www.sedar.com and on the Company's website at https://horizonteminerals.com/uk/en/. The General Meeting is expected to be held on 20December 2021.

Application will be made to the London Stock Exchange for admission of the Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares to trading on AIM. Application has been made to the TSX for the Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares to be admitted to trading on the TSX, with listing subject to the approval of the TSX and the Company satisfying all of the requirements of the TSX. It is expected that AIM Admission will take place on or before 8.00 a.m. (London time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares on AIM will commence at the same time. It is expected that trading in the Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares on the TSX will take place on or before 9.30 a.m. (Toronto time) on 22 December 2021 and that dealings in the Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares on the TSX will commence at the same time.

The Placing is conditional upon, amongst other things, AIM Admission becoming effective and upon the placing agreement and agency agreement not being terminated in accordance with its terms. The Appendix to this Announcement sets out further information relating to the terms and conditions of the UK Placing.

Jeremy Martin, Chief Executive Officer of Horizonte, commented:

'I am delighted to announce the Equity Fundraise and the Open Offer. Today's announcements are a culmination of months of hard work by the Horizonte team and our advisors. The strength of the strategic investors we have secured in La Mancha and Orion is testament to the robust economics of the Araguaia Project, our team's technical ability and our best practice sustainability standards.

With very few nickel projects demonstrating credentials as strong as Araguaia's (meaningful production scale, first-quartile costs driving significant projected EBITDA and cash flow generation and substantial embedded organic growth potential), we believe today's news is a pivotal point in Horizonte's story as we continue our journey to become a major nickel producer. This is against a backdrop of strong nickel market fundamentals where we are seeing significant demand in the stainless-steel sector alongside accelerating growth in the EV battery space. With existing mines unable to meet the projected medium-to-long term nickel demand, and few construction-ready nickel projects globally, Horizonte is well positioned to capitalise on the projected future deficit in the nickel market.'

This Announcement (including its Appendix) and the Funding Package Announcement should be read in their entirety. In particular, you should read and understand the information provided in the 'Important Notice' section and the detailed terms and conditions described in the Appendix.

Terms used in this Announcement which are otherwise undefined have the meanings given in the Funding Package Announcement.

Enquiries:

For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (as transposed into the laws of the United Kingdom), the person responsible for arranging for the release of this Announcement on behalf of the Company is Simon Retter, Company Secretary and Chief Financial Officer.

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE FUNDRAISE SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

No action has been taken by the Company, the Joint UK Bookrunners, the Canadian Agents or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, 'Representatives') that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing 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. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

Investors Resident in the United Kingdom and the EEA

This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area (the 'EEA') who are 'qualified investors', as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the 'Prospectus Regulation') ('EEA Qualified Investors'), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the 'UK Prospectus Regulation'), and who (i) have professional experience in matters relating to investments who fall within the definition of 'investment professionals' in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order'); or (ii) are persons falling within Article 49(2)(a) to (d) ('high net worth companies, unincorporated associations, etc') of the Order; or (c) persons to whom it may otherwise be lawfully communicated (each such person in (a), (b) and (c), a 'Relevant Person'). 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 or the Placing 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 sale or subscription of any securities in the Company.

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, a 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.

Investors Resident in the United States

This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the 'U.S. Securities Act'), or with any securities regulatory authority of any state or jurisdiction of the United States, and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the U.S. Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States or elsewhere.

Investors Resident in Canada

This Announcement is not an offer of securities in Canada. The Canadian Agents have been retained to act as agents in connection with the Canadian Offering to conditionally offer Placing Shares for sale if, as and when issued by the Company and accepted by the Canadian Agents on a 'best efforts' basis in accordance with the terms and conditions contained in the Agency Agreement. The Canadian Offering is being made in each of the provinces and territories of Canada, except Québec. Placing Shares will be offered in such provinces and territories through those Canadian Agents or their affiliates who are registered to offer Placing Shares for sale in such provinces and territories and such other registered dealers as may be designated by the Canadian Agents. Prospective investors in the Canadian Offering should rely only on the information contained or incorporated by reference in the Canadian Prospectus. The Company and the Canadian Agents have not authorised anyone to provide purchasers with information different from that contained or incorporated by reference in the Canadian Prospectus.

Investors Resident in Australia

This Announcement is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act 2001 (Cth) (the ''Corporations Act'') or any other Australian law and is not required to, and does not, contain all the information which would be required in a disclosure document under Australian law. This Announcement has not been and will not be lodged or registered with the Australian Securities and Investments Commission or any other regulator in Australia.

In Australia, the Placing Shares may be sold only to sophisticated investors or professional investors as those terms are defined in sub-sections 708(8) and 708(11) of the Corporations Act. The Placing Shares must not be offered for sale in Australia in the period of 12 months after their respective dates of issue, except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 or 708A of the Corporations Act or where the offer is pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act. Any person acquiring Placing Shares must observe such Australian on-sale restrictions.

Investors Resident in Hong Kong

This Announcement has not been reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the Placing. If you are in any doubt about any of the contents of this Announcement, you should obtain independent professional advice.

The Placing Shares have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (a) to ''professional investors'', as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a ''prospectus'' as defined in the Companies (Winding Up and Miscellaneous Provision) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance, and no advertisement, invitation or document relating to the Placing Shares, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong has been or will be issued, nor may it be in the possession of any person for the purpose of issue, whether in Hong Kong or elsewhere (except if permitted to do so under the securities laws of Hong Kong), other than with respect to the Placing Shares which are or are intended to be disposed of only to persons outside Hong Kong or only to ''professional investors'' as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance.

References in this Announcement to Hong Kong are to the Hong Kong Special Administrative Region of the People's Republic of China.

Investors Resident in Singapore

This Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act (Chapter 289 of Singapore (the 'SFA'). Accordingly, this Announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Placing Shares may not be circulated or distributed, nor may the Placing Shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than: (i) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. There are on-sale restrictions in Singapore that may be applicable to investors who acquire the Placing Shares. As such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly. As of the date of this Announcement, the Company has not determined the classification of the Placing Shares under Sections 309B(1) of the SFA pursuant to the exemptions under Regulations 2 and 3 of the Securities and Futures (Capital Markets Products) Regulations 2018 (the 'SF(CMP)R'). Accordingly, the Placing Shares may not be offered or sold or made the subject of an invitation for subscription or purchase nor may this Announcement or any other document or material in connection with the offer or sale or invitation for subscription or purchase of any Placing Shares be circulated or distributed, whether directly or indirectly: (i) to any person in Singapore other than to an institutional investor; or (ii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

No Prospectus Outside Canada

Other than in Canada as contemplated pursuant to the terms of the Agency Agreement, no public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. No prospectus will be made available in the United Kingdom, the United States or elsewhere (other than in Canada) in connection with the matters contained in this Announcement and all offers of the Equity Fundraise Shares, Glencore Subscription Shares and the Open Offer Shares will be made pursuant to an exemption from the requirement to produce a prospectus under the Prospectus Regulation (EU) 2017/1129 (as supplemented by Commission Delegated Regulation (EU) 2019/980 and Commission Delegated Regulation (EU) 2019/979), as amended from time to time and including any relevant implementing measure in any member state and / or as transposed into the laws of the United Kingdom pursuant to the European Union (Withdrawal) Act 2018.

Cautionary Statements Regarding Forward-Looking Information

This Announcement contains 'forward-looking information' including as that term is defined under applicable Canadian securities legislation. Such information includes but is not limited to, the intended use of proceeds, the launch and closing of the anticipated Bookbuild; and the receipt of required approvals, including the approval of the shareholders of the Company and the TSX. Generally, forward-looking information can be identified by the use of words such as 'plans', 'expects' or 'is expected', 'scheduled', 'estimates' 'intends', 'anticipates', 'believes', or variations of such words and phrases, or statements that certain actions, events or results 'can', 'may', 'could', 'would', 'should', 'might' or 'will', occur or be achieved, or the negative connotations thereof. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Company, which could cause the actual results, performance or achievements of the Company to be materially different from the future results, performance or achievements expressed or implied by such information. These risks include, without limitation, risks related to AIM Admission and the approval of the TSX and other applicable securities regulatory authorities, a failure to obtain adequate financing on a timely basis and on acceptable terms, political and regulatory risks associated with mining and exploration activities, including environmental regulation, risks and uncertainties relating to the interpretation of drill and sample results, risks related to the uncertainty of cost and time estimation and the potential for unexpected delays, costs and expenses, risks related to metal price fluctuations, the market for nickel and cobalt products, other risks and uncertainties related to the Company's prospects, properties and business as well as those risk factors discussed or referred to herein and in the Company's disclosure record, including in its annual information form for the year ended December 31, 2020 filed with the securities regulatory authorities in all territories and provinces of Canada, other than Quebec, and available at www.sedar.com. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates, assumptions or opinions should change, except as required by applicable law. The reader is cautioned not to place undue reliance on forward-looking information. The information in this Announcement is subject to change.

Other Cautions

BMO Capital Markets Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Equity Fundraise, Glencore Subscription or the Open Offer and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the Equity Fundraise, Glencore Subscription or the Open Offer or for providing the protections afforded to their respective clients or for giving advice in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Equity Fundraise, Glencore Subscription or the Open Offer and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the Equity Fundraise, Glencore Subscription or the Open Offer or for providing the protections afforded to their respective clients or for giving advice in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement. Peel Hunt LLP's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person.

H&P Advisory Ltd, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and for no one else in connection with the Equity Fundraise, Glencore Subscription or the Open Offer and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the Equity Fundraise, Glencore Subscription or the Open Offer or for providing the protections afforded to their respective clients or for giving advice in relation to the Equity Fundraise, Glencore Subscription or the Open Offer or any other matter referred to in this Announcement.

Except as required by Applicable Canadian Securities Laws, the Canadian Agents are acting exclusively for the Company in connection with the Canadian Offering and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Canadian Offering or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company in connection with the Canadian Offering or for providing the protections afforded to their respective clients or for giving advice in relation to the Canadian Offering or any other matter referred to in this Announcement.

In connection with the Placing, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates acting in such capacity. In addition, the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint UK Bookrunners, the Canadian Agents and any of their respective affiliates may from time to time acquire, hold or dispose of shares. None of the Joint UK Bookrunners nor any of the Canadian Agents intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of any of the Joint UK Bookrunners or any of the Canadian Agents (apart from, in the case of the Joint UK Bookrunners, the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ('FSMA') or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of any of the Joint UK Bookrunners, any of the Canadian Agents and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Equity Fundraise Shares, the Glencore Subscription Shares, the Open Offer Shares, the Proposed Funding Package or the Open Offer and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by any of the Joint UK Bookrunners, any of the Canadian Agents and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the U.S. Securities Act or the applicable laws of other jurisdictions.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Ordinary Shares. Any investment decision to buy Ordinary Shares in the Placing or the Open Offer must be made solely on the basis of publicly available information. This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing or Open Offer. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

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 or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

The Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares to be issued pursuant to the Proposed Funding Package will not be admitted to trading on any stock exchange other than AIM and the TSX. The Equity Fundraise Shares, the Glencore Subscription Shares and the Open Offer Shares will, when issued in accordance with the rules of the TSX, form part of the Ordinary Shares of the Company currently listed for trading on the TSX.

The Appendix sets out the terms and conditions of the UK Placing. By participating in the UK Placing, you will be deemed to have read and understood this Announcement (including the Appendix) and the Funding Package Announcement in their entirety, to be participating in the UK Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

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.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Information to Distributors

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OF THE PLACING SHARES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE JOINT BOOKRUNNERS OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE PLACING SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE PLACING SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, SUCH RESTRICTIONS.

Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Persons (including without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this Announcement (or any part thereof) should seek appropriate advice before taking any action.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the 'UK MiFIR Product Governance Requirements'), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the UK Placing Shares have been subject to a product approval process, which has determined that the UK Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the 'Target Market Assessment'). Notwithstanding the Target Market Assessment, distributors should note that: the price of the UK Placing Shares may decline and investors could lose all or part of their investment; the UK Placing Shares offer no guaranteed income and no capital protection; and an investment in the UK Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the UK Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, each of the Joint UK Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

APPENDIX

TERMS AND CONDITIONS OF THE UK PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE UK PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS 'ANNOUNCEMENT') ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ('EEA'), PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE 'PROSPECTUS REGULATION'); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS, BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF THE UK PROSPECTUS REGULATION, AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF 'INVESTMENT PROFESSIONAL' IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO 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.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES 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, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY (I) OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS AND (II) IN THE UNITED STATES TO A LIMITED NUMBER OF 'QUALIFIED INSTITUTIONAL BUYERS' (AS DEFINED IN RULE 144A UNDER THE US SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) 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, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION. NO PUBLIC OFFERING IS BEING MADE IN THE UNITED STATES.

THE UK PLACING SHARES HAVE NOT BEEN AND WILL NOT BE QUALIFIED FOR DISTRIBUTION OR DISTRIBUTION TO THE PUBLIC UNDER APPLICABLE CANADIAN SECURITIES LAWS. CANADIANS MAY ONLY PARTICIPATE IN THE CANADIAN OFFERING.

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

This Announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the UK Placing Shares is being made in any such jurisdiction.

All offers of the UK Placing Shares will be made pursuant to an exemption from the requirement to produce a prospectus under either the Prospectus Regulation or the UK Prospectus Regulation, as applicable. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the 'FSMA') does not apply.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada (other than in connection with sales under the Canadian Offering), 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 UK Placing Shares and the UK Placing Shares have not been, nor will they be, registered under or offering in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the UK Placing Shares may not be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa and 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 or any other jurisdiction outside the United Kingdom.

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.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notices' section of this Announcement.

By participating in the Bookbuild and the UK Placing, each UK Placee (including individuals, funds or otherwise) by whom or on whose behalf a commitment to subscribe for UK Placing Shares has been given will (i) be deemed to have read and understood this Announcement in its entirety and (ii) be participating, making an offer and subscribing for UK Placing Shares on the terms and conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the UK Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix. Upon being notified of its allocation of UK Placing Shares, a UK Placee who chooses to participate in the UK Placing by making an oral and legally binding offer shall be contractually committed to acquire the number of UK Placing Shares allocated to it and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or ‎otherwise withdraw from such commitment.‎

In particular, each such UK 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 UK Placing Shares that are allocated to it for the purposes of its business;

2 in the case of a Relevant Person in a member state of the EEA or in the UK who acquires any UK Placing Shares pursuant to the Placing:

(a) it is a Qualified Investor within the meaning of Article 2(e) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable; and

(b) in the case of any UK Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation or the UK Prospectus Regulation, as applicable:

(i) the UK Placing Shares acquired by it in the UK Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a member state of the EEA other than EEA Qualified Investors or persons in the United Kingdom other than Relevant Persons, or in circumstances in which the prior consent of the Joint UK Bookrunners have been given to the offer or resale; or

(ii) where UK Placing Shares have been acquired by it on behalf of persons in a member state of the EEA other than EEA Qualified Investors, the offer of those UK Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; or

(iii) where UK Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Relevant Persons, the offer of those UK Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

3 it is acquiring the UK Placing Shares for its own account or is acquiring the UK 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; and

4 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; and

5 it (and any account referred to in paragraph 4 above) is either:

(a) outside the United States acquiring the UK Placing Shares in offshore transactions as defined in, and in accordance with, Regulation S under the US Securities Act; or

(b) a 'qualified institutional buyer' as defined in Rule 144A under the US Securities Act.

No prospectus required for UK Placing Shares

The UK 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 UK Placing or the UK Placing Shares, and UK Placees' commitments will be made solely on the basis of the information contained in this Announcement and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement and subject to any further terms set forth in the contract note sent to individual UK Placees.

Each UK Placee, by participating in the UK Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of the Joint Bookrunners or the Company or any other person and none of the Joint Bookrunners, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any UK Placee's decision to participate in the UK Placing based on any other information, representation, warranty or statement. Each UK 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 UK Placing. No UK Placee should consider any information in this Announcement to be legal, tax or business advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the UK Placing Agreement and the UK Placing Shares

The Joint UK Bookrunners are acting as placement agents in connection with the UK Placing. The Joint UK Bookrunners have entered into a placing agreement (the 'UK Placing Agreement') with the Company under which, on the terms and subject to the conditions set out in the UK Placing Agreement, the Joint UK Bookrunners, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure UK Placees for the UK Placing Shares. The UK Placing Price and the number of UK Placing Shares in the UK Placing will be determined following completion of the Bookbuild and set out in a term sheet to be entered into between Joint UK Bookrunners and the Company. The UK Placing Price and the final number of UK Placing Shares will be decided at the close of the Bookbuild. The timing of the closing of the book and allocations will be at the discretion of the Joint UK Bookrunners. Details of the UK Placing Price and the number of UK Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

In accordance with the terms and subject to the conditions in the UK Placing Agreement, the UK Placing is not underwritten and in the event that subscribers are not obtained for all or any of the UK Placing Shares (being the 'Unplaced Shares') or in the event of a default to make payment by any subscribers procured by the Joint UK Bookrunners, there will be no obligation on any Joint Bookrunner to subscribe for any Unplaced Shares or defaulted UK Placing Shares.

The UK Placing Shares will, when issued, be subject to the articles of association of the Company and credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such Ordinary Shares after the date of issue of the UK Placing Shares.

The UK Placing is conditional upon, amongst other things, the Agency Agreement having been entered into on or before the date of the UK Placing Agreement and remaining in full force and effect and having become unconditional in all respects other than for Admission and the UK Placing Agreement becoming unconditional (described further below).

Details of the Agency Agreement

The Canadian Agents and the Company have entered into the Canadian Agents Engagement Letter. Upon completion of the Bookbuild, the Canadian Agents and the Company will enter into the Agency Agreement which will supersede in all respects the Canadian Agents Engagement Letter and pursuant to which the Canadian Agents will (on a several basis and not on a joint or a joint and several basis) to offer and sell the Canadian Offering Shares on a 'best efforts' marketed basis at the Canadian Offering Price.

Applications for admission to listing and trading

Application will be made to the London Stock Exchange for admission of the Equity Fundraise Shares and the Open Offer Shares to trading on AIM. Application has been made to the TSX for the Equity Fundraise Shares and the Open Offer Shares to be admitted to trading on the TSX.

It is expected that AIM Admission will take place on or before 8.00 a.m. (London time) on 22 December 2021 and that dealings in the Equity Fundraise Shares and the Open Offer Shares on AIM will commence at the same time.

It is expected that trading in the Equity Fundraise Shares and the Open Offer Shares on the TSX will take place on or before 9.30 a.m. (Toronto time) on 22 December 2021 and that dealings in the Equity Fundraise Shares and the Open Offer Shares on the TSX will commence at the same time.

Bookbuild process

Following the release of this Announcement, the Joint UK Bookrunners will today commence the Bookbuild to determine demand for participation in the UK Placing by UK Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the UK Placing. No commissions will be paid to UK Placees or by UK Placees in respect of any UK Placing Shares.

The Joint UK Bookrunners and the Company shall be entitled to effect the UK Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Principal terms of the Bookbuild and UK Placing

1 BMO and Peel Hunt are acting as joint global coordinators to the UK Placing and BMO, Peel Hunt and H&P are acting as joint bookrunners to the UK Placing, as agents of the Company.

2 Participation in the UK Placing will only be available to persons who may lawfully be, and are, invited by the Joint UK Bookrunners to participate. The Joint UK Bookrunners and any of their respective affiliates are entitled to enter bids in the Bookbuild.

3 The number of the UK Placing Shares will be established in the Bookbuild and announced by the Company through a Regulatory Information Service following the completion of the Bookbuild and the entry into the Placing Term Sheet by the Company and the Joint Bookrunners. The Joint UK Bookrunners and the Company reserve the right to increase the amount to be raised and the number of UK Placing Shares to be issued pursuant to the UK Placing in their absolute discretion.

4 The Bookbuild will establish a single price per Ordinary Share payable to the Joint UK Bookrunners by all UK Placees whose bids are successful (the 'UK Placing Price'). The UK Placing Price and the aggregate proceeds to be raised through the Placing will be agreed between the Joint UK Bookrunners and the Company following completion of the Bookbuild. The UK Placing Price will be announced through the Placing Results Announcement following the completion of the Bookbuild.

5 To bid in the Bookbuild, UK Placees should communicate their bid by telephone to their usual sales contact at the relevant Joint UK Bookrunner. Each bid should state the number of UK Placing Shares which a prospective UK Placee wishes to subscribe for at either the UK Placing Price which is ultimately established by the Company and the Joint UK Bookrunners or at prices up to a price limit specified in its bid. Bids may be scaled down by the Joint UK Bookrunners on the basis referred to in paragraph 10 below. The Joint UK Bookrunners are arranging the UK Placing severally, and not jointly, or jointly and severally, as agents of the Company.

6 The Bookbuild is expected to close no later than 7.00 a.m. on 24 November 2021 but may be closed earlier or later at the discretion of the Joint UK Bookrunners. The Joint UK Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed. The Company reserves the right (upon agreement of the Joint UK Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the UK Placing, in its discretion.

7 Each UK Placee's allocation will be determined by the Joint UK Bookrunners following consultation with the Company and will be confirmed orally by the relevant Joint UK Bookrunner to UK Placees. The relevant Joint UK Bookrunner's oral confirmation of an allocation will give rise to a legally binding commitment by the UK Placee concerned, in favour of the relevant Joint UK Bookrunner and the Company, under which it agrees to subscribe for the number of UK Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and the Company's articles of association.

8 The Company will release the Placing Results Announcement following the close of the Bookbuild, detailing the aggregate number of the UK Placing Shares to be issued and the UK Placing Price at which such shares have been placed

9 Each UK Placee's allocation and commitment will be evidenced by a contract note or electronic confirmation issued to such UK Placee by the relevant Joint UK Bookrunner. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and the terms of this Appendix will be deemed incorporated into the contract note, the form of which will be dispatched to each UK Placee as soon as possible after its allocation of UK Placing Shares has been confirmed orally to it by the relevant Joint UK Bookrunner.

10 Subject to paragraphs 6, 7 and 8 above, each of the Joint UK Bookrunners may choose to accept bids, either in whole or in part, on the basis of allocations determined at their discretion and may scale down any bids for this purpose on such basis as they may determine or be directed. The Joint UK Bookrunners may also, notwithstanding paragraphs 6, 7 and 8 above, subject to the prior consent of the Company:

(a) allocate UK Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and

(b) allocate UK Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

11 Each UK Placee will have an immediate, separate, irrevocable and binding obligation, owed to the relevant Joint UK Bookrunner and the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the UK Placing Price and the number of UK Placing Shares such UK Placee has agreed to acquire and the Company has agreed to allot and issue to that UK Placee.

12 By participating in the UK Placing, each UK Placee that is also a Qualifying Shareholder for the purposes of the Open Offer will be deemed to have irrevocably undertaken not to accept their Open Offer Entitlement and to the extent that any such UK Placee seeks to make an application for its Open Offer Entitlement the Company shall, in its absolute discretion, be capable of disregarding such application.

13 Except as required by law or regulation, no press release or other announcement will be made by the Joint UK Bookrunners or the Company using the name of any UK Placee (or its agent), in its capacity as UK Placee (or agent), other than with such UK Placee's prior written consent.

14 Irrespective of the time at which a UK Placee's allocation(s) pursuant to the UK Placing is/are confirmed, settlement for all UK Placing Shares to be acquired pursuant to the UK Placing will be required to be made on the basis explained below under 'Registration and Settlement of the UK Placing Shares'.

15 All obligations under the Bookbuild and UK Placing will be subject to fulfilment of the conditions referred to below under 'Conditions of the Placing' and to the UK Placing not being terminated on the basis referred to below under 'Termination of the Placing'.

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

17 To the fullest extent permissible by law, none of:

(a) the Joint Bookrunners;

(b) any of their respective affiliates, agents, directors, officers, consultants or employees; nor

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

shall have any liability (including to the extent permissible by law, any fiduciary duties) to UK Placees or to any other person whether acting on behalf of a UK Placee or otherwise. In particular, none of the Joint Bookrunners nor any of their respective affiliates nor any of its or their agents, directors, officers or employees shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of the Joint UK Bookrunners' conduct of the Bookbuild or of such alternative method of effecting the UK Placing as the Joint UK Bookrunners and the Company may agree.

Registration and settlement of the UK Placing Shares

If UK Placees are allocated any UK Placing Shares in the UK Placing they will be sent a contract note or electronic trade confirmation which

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