Jubilee Metals Group PLC ("Jubilee" or "the Company" or "the Group") Registration number (4459850) Altx share code: JBL AIM share code: JLP ISIN: GB0031852162 THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN. THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF JUBILEE METALS GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX III WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. 15 December 2023 Proposed Placing to raise approximately £10 million The Company announces its intention to conduct a conditional placing of new ordinary shares in the Company ("Ordinary Shares") to raise gross proceeds of approximately £10 million (approximately US$12 million), before expenses, by way of the issue of new ordinary shares in the capital of the Company (the "Placing") to new and existing eligible investors at a price of 5.5 pence per share (the "Placing Price"). The following sets out the background to, and the reasons for, the Placing and explains why the Directors consider the Placing to be in the best interests of the Company and its Shareholders as a whole. Background As announced on 12 December 2023 (the “JV Announcement”), Jubilee executed a binding agreement, subject to certain conditions, to progress the strategic investment into a historical copper waste rock dump in Zambia. Early estimates suggest that there could be as much as 350 million tonnes of waste rock material on surface, with preliminary surface sampling returning grades of 1.5% copper (the “Project”). In addition, on the same date, the Company announced a binding term sheet with Abu Dhabi based International Resources Holding RSC Limited (“IRH”). Subject to due diligence, and internal consents, it is intended that Jubilee and IRH will form a dedicated special purpose vehicle (“the SPV”) before the end of January 2024, through which both the acquisition of the copper waste rock asset and the implementation of the processing solution will be funded. Jubilee will hold a minimum of 30% funded position of the SPV. In addition, Jubilee will be appointed to manage the date to day operation of the SPV as well as be appointed to design, implement and operate the process solution. The consideration for the acquisition of the waste rock dump is US$30 million, which is to be paid in instalments over a period of 18 months (with an initial payment of US$1.75 million) and project costs are anticipated to be in the order of US$50 million assuming the implementation of only four copper processing units capable of producing an approximate 20 000 tonnes of copper units per annum from historical waste (“Green Copper”. Further details of these arrangements are set out in the JV Announcement. This Green Copper potential is in addition to the existing capitalisation and ramp-up of copper production through the implementation of Jubilee’s integrated Roan concentrator and Sable refinery copper operations, as well as the current expansion of its chrome operations in South Africa. The targeted capital raise specifically focusses on this new Project to enable the accelerated implementation of the Project while maintaining the investment into the expansion of the existing copper and chrome operations. Use of Proceeds The Company is seeking to raise approximately £10 million (approximately US$12 million), before expenses, specifically targeting its Zambian Copper operations, in order to: • Pay the initial payment of US$1.75 million, due under the agreement for the acquisition of the copper waste rock dump announced on 12 December 2023 detailed above and progress resource and process design (a total of c.US$4.5m). • Expand the sulphide recovery circuits at the Company’s Sable Refinery to accommodate increased sulphide concentrate production from newly acquired projects (c.US$5.7m). • Progress the project development phase of the Mufulira slag project, with early-stage bulk trial and processing (c.US$2.5m). • For general working capital purposes. Placing Details • Placing of new Ordinary Shares to raise approximately £10 million (approximately US$12 million) (before expenses). • Placing to be conducted via an accelerated bookbuild process launching immediately following this Announcement. • The Placing is conditional upon the passing of the Resolution at the General Meeting. • The Placing Shares, assuming full take-up and completion of the Placing, will represent approximately 6.23 per cent. of the Enlarged Share Capital. • The Placing Price represents: o a zero per cent. discount to the 30-day volume-weighted average price; and o a discount of approximately 19 per cent. to the Closing Price of 6.8 pence per Ordinary Share on 14 December 2023, being the latest practicable date prior to the publication of this Announcement. Leon Coetzer, CEO of Jubilee, commented: “Jubilee’s copper portfolio continues to expand in Zambia as demonstrated by our ability to secure what we believe to be the best waste rock projects. The partnership announced recently with Abu Dhabi based IRH is a hugely exciting new venture which has the potential to catapult our growth and copper production profile. This partnership affords Jubilee the opportunity to accelerate its copper from waste production profile without the associated capital burden. The money raised will allow us to accelerate the manufacturing of our new copper modules on these new projects and importantly secure the long lead items with suppliers in what is a tight market for key materials. The funds will also allow us to expand our plant at Sable by increasing the copper sulphide capacity to meet the increase in volumes. This proposed fundraise is in addition to our existing funded growth projects in South Africa and Zambia. By fast- tracking this new waste rock project, we will be able to bring forward production and revenues quicker than funding from existing cash flow.” The Placing The Placing is being conducted by WH Ireland and Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg") as joint brokers and joint bookrunners in relation to the Placing (the "Joint Brokers"). A placing agreement has been entered into between the Company and the Joint Brokers in connection with the Placing (the "Placing Agreement"). The Placing Shares are being offered by way of an accelerated bookbuild (the "Bookbuild"), which will open with immediate effect following the release of this Announcement, in accordance with the terms and conditions set out in Appendix III to this Announcement. A further announcement confirming the closing of the Bookbuild and the number of Placing Shares to be issued pursuant to the Placing is expected to be made in due course. The Placing is not being underwritten and the allotment and issue of the Placing Shares is conditional, inter alia, upon: • the passing, without amendment, of the Resolution, at the General Meeting; • Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 (or such other time and/or date, being no later than 8.00 a.m. on 15 February 2024, as the Joint Brokers and the Company may agree); • the conditions in the Placing Agreement being satisfied or (if applicable) waived; and • the Placing Agreement not having been terminated in accordance with its terms prior to Admission . Accordingly, if any of such conditions are not satisfied or, if applicable, waived, the Placing will not proceed. The Placing Shares will be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares then in issue, including the right to receive all future distributions, declared, paid or made in respect of the Ordinary Shares from the date of Admission. The Placing Shares will represent approximately 6.23 per cent. of the Enlarged Share Capital. Subject to satisfaction of the relevant conditions, it is expected that Admission will become effective, and dealing in the Placing Shares will commence, at 8.00 a.m. (London time) on 4 January 2024. The Joint Brokers have the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that any of the warranties set out in the Placing Agreement are not true and accurate when given or the Company fails to comply with any of its obligations prior to Admission. The Joint Brokers may also terminate the Placing Agreement if there has been a material adverse change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction which, in the opinion of the Joint Brokers, makes it impractical or inadvisable to proceed with the Placing or Admission. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed. The timing of the closure of the Bookbuild, the number of Placing Shares and the allocation of the Placing Shares between Placees is to be determined at the discretion of the Company and the Joint Brokers. A further announcement will be made following the closure of the Bookbuild, confirming the results of the Placing and a circular convening the General Meeting to consider the Resolution is expected to be despatched shortly thereafter. The expected timetable of principal events in connection with the Placing is set out in Appendix I to this Announcement. Capitalised terms used but not otherwise defined in this Announcement shall have the meanings ascribed to such terms in Appendix II of this Announcement, unless the context requires otherwise. For further information, please contact: Jubilee Metals Group PLC Tel: +27 (0) 11 465 1913 Leon Coetzer (CEO) / Neal Reynolds (CFO) PR & IR Adviser - Tavistock Tel: +44 (0) 20 7920 3150 Jos Simson/ Gareth Tredway Nominated Adviser - SPARK Advisory Partners Limited Tel: +44 (0) 20 3368 3555 Andrew Emmott/ James Keeshan Joint Broker - Berenberg Tel: +44 (0) 20 3207 7800 Matthew Armitt/ Jennifer Lee/ Detlir Elezi Joint Broker – WH Ireland Tel: +44 (0) 20 7220 1670/ Harry Ansell/ Katy Mitchell +44 (0) 113 394 6618 JSE Sponsor - Questco Corporate Advisory Proprietary Tel: +27 (0) 11 011 9212 Limited Alison McLaren IMPORTANT NOTICES This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy, planned work at the Company's projects and the expected results of such work, mineral grades and mineral reserve and resource estimates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor WH Ireland Limited nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data. SPARK Advisory ("SPARK"), 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 contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on SPARK by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, SPARK accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. SPARK accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of SPARK as the Company's Nominated Adviser under the AIM Rules for Companies and 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 shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise. Berenberg, which is authorised by the German Federal Financial Supervisory Authority (BaFin) and authorised and subject to limited regulation in the United Kingdom by the FCA, is acting as broker exclusively for the Company and no one else in connection with the Placing and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing. Apart from the responsibilities and liabilities, if any, which may be imposed on Berenberg by FSMA or the regulatory regime established thereunder, Berenberg accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Berenberg accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting as broker exclusively for the Company and no one else in connection with the Placing and the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the Placing nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on WH Ireland by FSMA or the regulatory regime established thereunder, WH Ireland accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. WH Ireland accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. No public offering of securities is being made 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, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from 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, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada. No public offering of the Placing Shares is being made in the United States, the United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation, or the UK Prospectus Regulation, (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply. The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements. The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of securities 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 securities. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the UK Prospectus Regulation) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in Member States who are Qualified Investors; and (b) in the United Kingdom, Qualified Investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons 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. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Brokers or by any of its affiliates or agents 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 therefore is expressly disclaimed. No statement in this Announcement is intended to be a profit forecast or estimate, 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 Company. 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, this Announcement. APPENDIX I Expected Timetable of Principal Events Announcement of the Placing 15 December 2023 Announcement of the results of the Placing 15 December 2023 General Meeting 3 January 2024 Admission and commencement of dealing in Placing at 8.00 a.m. on 4 January 2024* Shares CREST accounts credited in respect of Placing Shares on 4 January 2024* in uncertificated form Despatch of definitive share certificates in respect of within 14 days of Admission* Placing Shares to be issued in certificated form *conditional on the passing of the Resolution at the General Meeting and the Placing Agreement otherwise having become unconditional and not having been terminated in accordance with its terms. Each of the times and dates set out in the above timetable and mentioned in this Announcement are subject to change by the Company, in which event details of the new times and dates will be notified to Placees by the Joint Brokers or by an announcement through a Regulatory Information Service, as the case may be. APPENDIX II Definitions The following definitions apply throughout this Announcement unless the context otherwise requires: Act the Companies Act 2006 (as amended); Admission admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules; AIM, a market of that name operated by the London Stock AIM Exchange; AIM Rules the AIM Rules for Companies, as published by the London Stock Exchange and amended from time to time; Announcement this announcement (including the Appendices, which form part of this announcement); Berenberg Joh. Berenberg, Gossler & Co. KG, London Branch of 60 Threadneedle Street, London, EC2R 8HP; Board or Directors the directors of the Company or any duly authorised committee thereof; Bookbuild the accelerated bookbuild to be conducted by the Joint Brokers pursuant to the Placing Agreement and this Announcement; certificated or in certificated form a share or other security not held in uncertificated form (that is, not in CREST); Closing Price the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange; Company or Jubilee Jubilee Metals Group plc, a company incorporated in England and Wales with company number 04459850 whose registered office is at 1st Floor, 7/8 Kendrick Mews, London, SW7 3HG; CREST the computerised settlement system (as defined in the CREST Regulations) operated by Euroclear UK & International Limited, which facilitates the holding and transfer of title to shares in uncertificated form; CREST Regulations the Uncertificated Securities Regulations 2001 (as amended); Enlarged Share Capital the issued share capital of the Company as enlarged by the issue of the Placing Shares; Existing Ordinary Shares the 2,738,129,981 Ordinary Shares in issue at the date of this Announcement; EU Prospectus Regulation Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area; Financial Conduct Authority or FCA the Financial Conduct Authority in its capacity as the competent authority for the purposes of Part IV of FSMA; FSMA the Financial Services and Markets Act 2000 (as amended); General Meeting the general meeting of the Company to be convened and held on 3 January 2024 (or any adjournment thereof); Group the Company and its subsidiaries; Joint Brokers WH Ireland Limited and Berenberg; London Stock Exchange London Stock Exchange plc; Ordinary Shares ordinary shares of 1 pence each in the capital of the Company; Placees subscribers for Placing Shares; Placing the conditional placing of the Placing Shares pursuant to the Placing Agreement; Placing Agreement the conditional agreement dated 15 December 2023 between the Company, Berenberg and WH Ireland in connection with the Placing; Placing Price 5.5p; Placing Shares the new Ordinary Shares to be issued pursuant to the Placing; Publicly Available Information any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; Regulatory Information Service one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information; Qualified Investors in member states of the European Economic Area, “qualified investors” within the meaning of article 2(e) of the EU Prospectus Regulation, and in the UK, “qualified investors” within the meaning of article 2(e) of the UK Prospectus Regulation; Resolution the resolution to be proposed at the General Meeting, which shall be the resolution required to complete the authority of the Directors to issue the Placing Shares; Shareholders the holders of Ordinary Shares; uncertificated or in uncertificated form recorded on the register of members of Jubilee as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST; UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland; UK Prospectus Regulation the EU Prospectus Regulation as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; US$ dollars, the lawful currency of the United States of America; WH Ireland W H Ireland Limited, a company incorporated in England and Wales with company number 02002044 whose registered office is situated at 24 Martin Lane, London EC4R 0DR; and £, pounds, penny or pence sterling, the lawful currency of the United Kingdom. APPENDIX III Terms and conditions of the Placing THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT") AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT BROKERS, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "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"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE PLACING SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES. 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 or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand, or 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 the United States, Australia, Canada, Japan, New Zealand, or South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. Market Abuse Regulation Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018 (as amended) were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities. Information to Distributors Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) 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 investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment"). 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" and/or "distributor" (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) investors who meet the criteria of professional clients and (b) 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 UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; such securities offer no guaranteed income and no capital protection; and an investment in such securities 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. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Brokers will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable. For the avoidance of doubt, each of the UK Target Market Assessment and the EU 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 MiFID II, as applicable; 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 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 or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action. These terms and conditions apply to persons making an offer to acquire Placing Shares and should be read in their entirety. Each Placee hereby agrees with the Joint Brokers and the Company to be bound by these terms and conditions. A Placee shall, without limitation, become so bound if the Joint Brokers confirms to such Placee its allocation of Placing Shares. Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and conditions set out in this Announcement 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 this Appendix, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares has been given. Details of the Placing Agreement and the Placing Shares The Joint Brokers and the Company have entered into a Placing Agreement, under which the Joint Brokers have, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price. The Placing is not being underwritten by the Joint Brokers or any other person. The number of the Placing Shares will be determined following completion of the Placing. The timing of the closing of the Placing and the number and allocation of Placing Shares, are at the discretion of the Joint Brokers, following consultation with the Company. Allocations will be confirmed orally or by email by the Joint Brokers following the close of the Placing. A further announcement confirming these details will then be made as soon as practicable following completion of the Placing. The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares. Application for admission to trading on AIM Application will be made to the London Stock Exchange for admission to trading on AIM of the Placing Shares. Subject (amongst other things) to the passing of the Resolution, it is expected that settlement of any such shares and Admission will become effective at 8.00 a.m. on 4 January 2024 and that dealings in the Placing Shares will commence at that time. Placing The Joint Brokers will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix 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. The Joint Brokers and the Company shall be entitled to effect the Placing by such alternative method to the Placing as they may, in their discretion, determine. The principal terms of the Placing are as follows: 1. The Joint Brokers are arranging the Placing as agent for, and Joint Brokers of, the Company. 2. Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Joint Brokers. 3. The bookbuild, if successful, will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Joint Brokers, in consultation with the Company, following completion of the Placing. The results of the Placing, including the number of Placing Shares, will be announced on a Regulatory Information Service following completion of the Placing. 4. To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at either of the Joint Brokers. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe. Bids may be scaled down by the Joint Brokers on the basis referred to in paragraph 8 below. 5. The timing of the closing of the Placing will be at the discretion of the Joint Brokers. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion. 6. Allocations of the Placing Shares will be determined by the Joint Brokers, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the Joint Brokers following the close of the Placing and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from either of the Joint Brokers will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Joint Brokers and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the Joint Broker's consent, such commitment will not be capable of variation or revocation. 7. The Company will make a further announcement following the close of the Placing detailing the results of the Placing and the number of Placing Shares to be issued at the Placing Price. 8. Subject to paragraphs 4 and 5 above, the Joint Brokers may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Brokers may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time. 9. A bid in the Placing will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Broker's consent, will not be capable of variation or revocation from the time at which it is submitted. 10. Except as required by law or regulation, no press release or other announcement will be made by the Joint Brokers or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent. 11. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement". 12. All obligations of the Joint Brokers under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement". 13. 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. 14. To the fullest extent permissible by law and the applicable rules of the FCA, neither the Joint Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither the Joint Brokers, nor the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Broker’s conduct of the Placing or of such alternative method of effecting the Placing as the Joint Brokers and the Company may determine. 15. The Placing is not subject to any minimum fundraising and no element of the Placing is underwritten by the Joint Brokers or any other person. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The Joint Broker's obligations under the Placing Agreement are conditional on, inter alia: 1. the Resolution having been duly passed at the General Meeting; 2. the delivery by the Company to the Joint Brokers of certain documents required under the Placing Agreement; 3. the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission; 5. the issue and allotment of the Placing Shares, conditional only upon Admission; 6. Admission becoming effective by no later than 8.00 a.m. on 4 January 2024 or such other date and time as may be agreed between the Company and the Joint Brokers, not being later than 8.00 a.m. on 15 February 2024 (the "Long Stop Date"); and 7. the Placing Agreement not having been terminated by the Joint Brokers in accordance with its terms. If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Brokers by the respective time or date where specified (or such later time or date as the Joint Brokers may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, 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 the Placee in respect thereof. The Joint Brokers may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement. Neither the Joint Brokers, 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 the Joint Brokers. Right to terminate the Placing Agreement The Joint Brokers are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia: 1. if any of the warranties given in the Placing Agreement are not true and accurate or are misleading in any material respect when given; 2. the Company has failed to comply with its material obligations under the Placing Agreement in the period prior to Admission; 3. any significant change or new matter arises, or is likely to arise, as a result of which any of the conditions set out in the Placing Agreement will not be satisfied or (if possible to be waived) waived by the requisite time and/or date; 4. there has been any material change in, or any development likely to involve a prospective material change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights, results of operations or prospects of any Group Company; or 5. there has been, or is reasonably likely to occur, a material adverse change in national or international monetary, political, financial or economic conditions or currency exchange rates or foreign exchange controls which in the opinion of the Joint Brokers has a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable. The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Joint Brokers of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Brokers and that the Joint Brokers need not make any reference to Placees in this regard and that neither the Joint Brokers nor any of its respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise. No Admission Document or Prospectus The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information. Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Brokers or any other person and neither the Joint Brokers, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Brokers, the Company or their respective officers, directors, employees or agents. 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. Neither the Company nor the Joint Brokers are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation. Registration and Settlement Following closure of the Placing, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Joint Brokers, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions. Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Joint Brokers in accordance with the standing CREST settlement instructions which they have in place with the Joint Brokers. Settlement of transactions in the Placing Shares (ISIN: GB0031852162) following Admission will take place within CREST provided that, subject to certain exceptions, the Joint Brokers reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction. It is expected that settlement will take place in accordance with the instructions set out in the contract note. Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Bank of England base rate as determined by the Joint Brokers. Each Placee is deemed to agree that, if it does not comply with these obligations, the Joint Brokers may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Joint Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Joint Brokers on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Joint Brokers such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Joint Brokers lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder. 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 registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Joint Brokers nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing. Representations, Warranties and Further Terms By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Joint Brokers for themselves and on behalf of the Company: 1. that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement; 2. that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances; 3. that the exercise by the Joint Brokers of any right or discretion ...