IES Invinity Energy Systems Plc

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

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

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY INVINITY ENERGY SYSTEMS PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR").

1 May 2024

Invinity Energy Systems plc

("Invinity" or the "Company")

Strategic Investment and Placing for a minimum £50 million

Open Offer for up to £6.6 million

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF), a leading global manufacturer of utility-grade energy storage, is pleased to announce its intention to raise £28 million by way of a conditional subscription for new Ordinary Shares of €0.01 each ("Ordinary Shares") (the "Subscription") and a minimum of £22 million, by way of a conditional placing (the "Placing"), both at an issue price of 23 pence per new Ordinary Share (the "Issue Price").

The Placing will be conducted by way of an accelerated bookbuild ("ABB"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement. Subject to demand from potential investors to participate in the Placing, the Directors have reserved flexibility to increase the size of the Placing.

In addition, the Company is also offering all Qualifying Shareholders ("Qualifying Shareholders") the opportunity to participate in an open offer (the "Open Offer", together with the Placing and the Subscription, the "Fundraising") at the Issue Price. The Open Offer will raise up to £6.6 million, pursuant to which up to 28,660,096 new Ordinary Shares (the "Open Offer Shares") will be offered to existing shareholders at the Issue Price on the basis of:

3 Open Offer Shares for every 20 Ordinary Shares held

The Open Offer is in addition to and separate from the funds raised pursuant to the Placing and the Subscription. The Fundraising is not being underwritten. The Issue Price represents a discount of 5 per cent. to the 15-day volume weighted average price to 30 April 2024 of 24.1 pence per Ordinary Share.

Highlights

·    Strategic investments of £25m by the UK Infrastructure Bank (the British state-owned policy bank) and £3m by Korean Investment Partners (an affiliate of Korea Investment Holdings, a leading financial conglomerate in the Republic of Korea) acting through an investment fund

·    Placing with UK institutional investors to raise a minimum of £22m via an accelerated bookbuild and Open Offer to all Qualifying Shareholders to raise a maximum of £6.6m

·    Gross proceeds of the Fundraising to be used to:

o  Provide the working capital to ensure Invinity is fully funded to net cash generation;

o  Invest in Long Duration Energy Storage ("LDES") by taking a minority ownership stake in UK LDES projects. The investment is expected to facilitate the sale of Invinity batteries to a number of large UK LDES projects, generating significant revenues to Invinity and positioning Invinity as a leader within the space;

o  Accelerate manufacturing and deployment of the Company's next-generation Vanadium Flow Battery ("VFB") code-named Mistral;

o  Invest in the Company's UK manufacturing facilities in Scotland; and

o  Strengthen Invinity's balance sheet to unlock large-scale commercial orders.

Larry Zulch, Chief Executive Officer at Invinity said:

"We believe that long duration energy storage has an essential role to play in the global transition to a sustainable electricity system. This investment provides Invinity with the opportunity to scale up to help meet the significant global demand for batteries with the characteristics that make our vanadium flow battery unique: high performance, long asset life, compelling total ownership economics, and no propensity to catch fire.

"We are grateful for the support of the UK Infrastructure Bank as we demonstrate the viability of LDES in the UK with battery systems produced in the UK. We're also grateful for the support of existing investors who enabled us to advance Mistral, our next-generation battery, to near completion, and for the support of new investors, such as Korea Investment Partners, who have embraced our vision of profitably meeting global demand for LDES."

John Flint, CEO at UK Infrastructure Bank said:

"Electricity storage technologies have a crucial role to play in balancing the energy system in response to volatility in supply and demand as the UK transitions to net zero. However, the market of investors in more nascent longer-duration technologies like vanadium flow has developed more slowly than for lithium-ion batteries. Our cornerstone investment has helped Invinity to mobilise the additional private investment needed to scale their manufacturing, supporting the development of a promising new longer-duration technology."

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Enquiries:

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.

Introduction & Expected Timetable

A further announcement will be made in the coming days on the publication of a shareholder circular which will contain further details of the Fundraising and the notice of general meeting (the "Circular"). The Circular will contain notice of an extraordinary general meeting ("Notice of General Meeting") which is expected to be held on 22 May 2024 (the "General Meeting") to, inter alia, approve the resolution required to implement the Fundraising (the "Resolution").

Expected timetable of the Placing, Open Offer and Subscription

Notes:

1.     Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Canaccord Genuity and VSA Capital. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.     All of the above times refer to London time unless otherwise stated.

3.     All events listed in the above timetable following the General Meeting in respect of the Fundraising are conditional on the passing of the Resolution at the General Meeting. The Subscription is also conditional on, amongst other things, shareholder approval.

Summary Use of Proceeds

The Directors believe that the proceeds from the proposed Fundraising will ensure the Company is fully funded to net cash generation. Additionally, the Directors expect that a strengthened balance sheet combined with the endorsement of new and existing partners will help unlock larger commercial orders for Invinity's products.

The proceeds from the Subscription and the Placing are expected to be used as follows:

·    £29.6m to support the Company's working capital requirements;

·    £18.0m invested into LDES projects in the UK utilising Invinity's batteries;

·    £2.0m to invest in plant and equipment at the Company's manufacturing facilities in Scotland, UK; and

·    £0.4m against the transaction expenses, expected to be approximately £2.8m, the balance of which will be paid from existing cash reserves or the proceeds of the Open Offer.

Further detail on use of proceeds is provided later in this Announcement. Open Offer proceeds provide additional working capital to cover fees associated with the Fundraising and will otherwise also be invested in LDES projects in the UK.

Change of Domicile to the UK

The Board also wishes to state its intention to re-domicile the Company from Jersey to the UK following the successful completion of the Fundraising and aims to commence this process as soon as practical after the conclusion of the Fundraising and release of the Company's audited financial statements for the year ended 31 December 2023. It is expected that the re-domiciliation process will be completed by the end of September 2024.

The Fundraising

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following this Announcement and will be made available to new and existing eligible institutional investors. The Placing is subject to the terms and conditions set out in Appendix II to this Announcement. Canaccord Genuity Limited ("Canaccord Genuity") and VSA Capital Limited ("VSA Capital") are together acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing. The Bookbuild will be launched immediately following this Announcement and will be closed at the discretion of the Joint Bookrunners (in consultation with the Company).

The Fundraising is conditional upon shareholders approving the Resolution at the General Meeting that will grant to the Directors the authority to allot the new Ordinary Shares, for cash, on a non-pre-emptive basis. Admission is expected to occur at 8.00 a.m. on 24 May 2024 or such later time and/or dates as the Company, Canaccord Genuity and VSA Capital may agree (being in any event no later than 28 June 2024).

Further Information:

·     The Fundraising is not being underwritten by the Joint Bookrunners or any other party, whether as to settlement risk or otherwise.

·     Allocation of the Placing Shares shall be determined by the Company in consultation with the Joint Bookrunners.

·     Should the Resolution at the General Meeting not be passed and the Fundraising not be completed, the proposed use of proceeds would not be achievable and the Company would have to explore other funding alternatives to support its immediate working capital requirements and to ensure it can continue to trade as a going concern.

·     Detailed terms and conditions of the Placing are contained within this Announcement.

·     The Placing and Open Offer are conditional on the Subscription and the Subscription is conditional on the Placing. It is intended that Admission of all Fundraising Shares will occur at the same time.

In the event that the Open Offer is not fully subscribed, Canaccord Genuity and VSA Capital reserve the right to place the balance of the Open Offer Shares, being the Subsequent Placing Shares at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer (the "Placing Option"). Any exercise of the Placing Option would be on substantially the same terms as the Placing Agreement and the placing of any Subsequent Placing Shares thereunder would be at not less than the Issue Price. However, neither Canaccord Genuity nor VSA Capital is under any obligation to exercise the Placing Option.

Background to and reasons for the Subscription, Placing and Open Offer

Invinity has successfully developed and commercialized its VS3 vanadium flow battery product with more than 1,200 individual battery modules, containing nearly 2,500 cell stacks, manufactured and sold around the world to date. In the past 12 months the Company has successfully delivered on a number of its corporate objectives. These include:

1)   becoming the world's only Tier 1 non-lithium battery manufacturer and securing a position as one of the world's leading vanadium flow battery companies;

2)   recognising significant and growing total income of at least £21.6m for 2023, a 500% increase on prior year; and

3)   growing a pipeline of confirmed commercial interest by 176% year-on-year (when compared to the with total pipeline for May 2023) to more than 6 GWh and announcing almost 100 MWh of projects to be fulfilled by Invinity's next-generation product (code-named "Mistral") for delivery starting late 2024.

These achievements signify important progress for the Company along the pathway to profitability and Invinity is now ready to progress to the next stage of its corporate journey, with the aim of achieving net cash generation and building a self-sustaining, profitable business which returns significant value to shareholders.

The Company believes Mistral will be key to this corporate transition. Jointly developed since May 2021 alongside Gamesa Electric S.A.U. ("Gamesa"), a wholly-owned subsidiary of Siemens Gamesa Renewable Energy, Mistral has been successfully validated through in-house testing and remains on track for its official launch later this year.

The Company believes strategic partnerships such as the one in place with Gamesa are key to Invinity's future success. As was previously communicated to shareholders, the conclusion of ongoing strategic partnership discussions has been an important corporate priority in the past 12 months. The Company has been extremely pleased with the level of interest shown by a number of strategic investors, each of which conducted due diligence on Invinity ahead of their proposed investment. The Company is delighted to have reached agreement with UKIB and KIP Investment Entity who have agreed to invest a total of £28m subject to certain conditions.

Strategic Investors

Details of each of the strategic investors and the nature of their respective agreements with Invinity are summarised in Appendix 1 below. For further information, please see the use of proceeds section later in this Announcement.

UKIB is a British policy bank, wholly owned and backed by HM Treasury. UKIB was launched in June 2021 and partners with the private sector and local government to increase infrastructure investment in pursuit of two strategic objectives: tackling climate change and supporting regional and local economic growth. UKIB's investments must achieve one or both of its strategic objectives, generate a positive financial return and demonstrate additionality - focusing where there is an undersupply of private sector financing and reducing barriers to investment - thereby mobilising private capital. The Bank is based in Leeds and has £22bn of finance to deploy across the capital structure, including loans, credit enhancement, equity investments and guarantees. 

UKIB has agreed to invest a total of £25m pursuant to the UKIB Subscription Agreement, conditional on the proceeds of the Placing and funds raised from other parties participating in the Subscription being at least the same amount. As a result of the investment, UKIB will become a major shareholder in the Company and will have the right to appoint a director to the Board pursuant to the UKIB Relationship Agreement. Invinity's Board have also provided an undertaking to UKIB that they will commence the process of re-domiciling the Company to the UK following the conclusion of the Fundraising. Further details of the UKIB Subscription Agreement and UKIB Relationship Agreement are set out in Appendix I to this Announcement.

KIP is a venture capital and equity house which describes itself as "Asia's leading venture capital and private equity house". Founded in 1986, KIP has 58 active funds and around 4.1 trillion Korean won (approximately £2.4bn) in assets under management. Headquartered in Seoul, KIP is an affiliate of Korea Investment Holdings, one of the top financial conglomerates in Korea.

KIP Investment Entity has agreed to invest £3m pursuant to the KIP Subscription Agreement. Further details of the KIP Subscription Agreement are set out in Appendix I to this Announcement.

In addition to the strategic investors announced above, the Company confirms it is also reviewing a number of potential partnerships concerning vanadium supply, Australian market development and U.S. supply chain.

The gross proceeds conditionally receivable by the Company pursuant to the Placing will be a minimum of £22 million before expenses with the Subscription providing a further £28 million. The maximum gross proceeds receivable by the Company pursuant to the Open Offer (assuming take-up in full of the Open Offer by Qualifying Shareholders or take-up in full under the Placing Option) will be approximately £6.6 million before expenses (being less than the €8 million maximum amount permitted in a year without requiring the publication by the Company of a prospectus under the Prospectus Rules).

Use of Proceeds

The gross proceeds of the Subscription and the Placing total a minimum of £50m. The Directors believe that both the capital injection and new strategic relationships which would result from the Fundraising will unlock a transformational next stage in Invinity's business by ensuring that the Company:

-     is fully funded to net cash generation;

-     will further benefit from endorsement by new strategic investors;

-     has a strengthened balance sheet that will support larger sales; and

-     can further develop its licence and royalty model outside its core markets.

The Company expects to invest the funds raised into the following key areas:

Investment to scale the business to support demand for Invinity's next generation product

Invinity's next-generation Mistral product is on track for official commercial launch later this year. Almost 100 MWh of Mistral launch projects have already been announced, which once delivered, would more than double the number of batteries manufactured and deployed by Invinity to date. Furthermore, Company forecasts indicate that there is sufficient demand for the Mistral product to support gigawatt-hours of future battery manufacturing. Consequently, scaling operational capabilities to meet the expected step-change in demand is considered to be an important priority by the Company.

The Company has already deployed resources into scaling up its manufacturing capabilities over the past 12 months, including a significant expansion of Invinity's manufacturing facility in Vancouver, Canada. The Directors intend to deploy capital from the Fundraising to further expand manufacturing and supply chain activities in the UK and North America in the near term.

In respect of the UK expansion, the Company will deploy up to £2m of the funds received from UKIB to invest in plant and equipment at the Company's manufacturing facilities in Scotland, UK.

In order to support the above activities, the Company will deploy £29.6m towards supporting the Company's working capital requirements and ensuring that the Company is fully funded to net cash generation.

Invinity also intends to deploy proceeds of £0.4m against the transaction expenses, expected to be approximately £2.8m, the balance of which will be paid from existing cash reserves or the proceeds of the Open Offer.

Investment into activities in the UK

£18m of the funds received from UKIB will be deployed by the Company into LDES projects in the UK utilising Invinity's batteries. The Company plans to take a minority , passive equity stake (or purchase and rent back the electrolyte) in these projects, co-investing to enhance customer returns, whilst unlocking significant revenue for Invinity in the form of margin-generative product sales, helping the Company to establish a dominant position as a leading LDES provider both in the UK and globally and generate recurring cash inflows from a durable asset which could be sold and capital recycled at a later date.

The Company sees significant opportunity in the UK market as battery developers and project owners increasingly look towards new longer duration, high-throughput battery business models which align closely with the strengths of Invinity's technology. This viewpoint has been further supported by positive policy developments in the UK including a proposal to introduce a cap and floor mechanism for LDES announced in January 2024 and growing calls from a wide range of stakeholders. This includes a report released by the House of Lords Science and Technology Committee in March 2024, titled "Long-duration energy storage: get on with it" which urges the UK Government to rapidly implement appropriate support mechanisms to ensure LDES technologies such as Invinity's can contribute to the UK's decarbonisation plan.

Invinity is targeting deployment of this ringfenced UK capital into c. 96 MWh of projects which could correspond to c. £43m of sales revenue for Invinity. This initial portfolio of projects being targeted by Invinity includes 2-3 Mistral projects and the previously announced LODES project which is expected to be fulfilled by c. 26 MWh of VS3 batteries.

Proceeds from the Open Offer, net of fees incurred in connection with the Subscription and Placing, will also be deployed into LDES projects in the UK utilising Invinity's batteries.

Current Trading and Prospects

Invinity continues to trade in line with expectations and remains on track to recognise at least £21.6m total income for 2023, a 500% increase on the prior year. The Company has made material progress in a number of commercial and operational areas since the beginning of 2024. The majority of the projects that the Company expect to close during 2024 are timetabled to complete in the second half of the year, and accordingly the Company expects 2024 revenues to be significantly second-half weighted.

A copy of the Company's latest financial statements are available on the Company's website at https://invinity.com/investors/.

Commercial

The Company's pipeline of commercial interest, detailed below, supports the Company's near-term forecasts and ambitions and has increased in total size by 17% since last reported in November 2023 and 47% since September 2023. Live opportunities within this pipeline include both large one-off projects with end users and electricity generators as well as multi-site portfolio opportunities with utility companies, multinational developers and government entities. Projects in more than 15 countries are represented in the pipeline, located across North America, UK & Europe, Australia and Asia.

Next Generation Product Development

Invinity remains on track to officially launch its next-generation Mistral VFB later this year and has hit a number of key milestones along the development pathway in previous months. As announced on 26 February 2024, the Company has now completed initial performance testing of the first operating Mistral prototype. The results of this testing successfully verified Mistral's fundamental performance targets and operating parameters. This significant development milestone has enabled Invinity's team to conclude the development of the production tooling, processes and procedures and initiate the pilot manufacturing phase of the programme.

Outlook and Strategy

McKinsey estimates that the global LDES market could potentially grow to over $1 trillion by 2040, presenting the Company with a significant opportunity to capture an increasing share of a growing market. To address this opportunity and succeed in its corporate objectives, the Group must continue to advance many areas where it has already deployed capital: expand global manufacturing and supply chain capability, increase commercial engagement, and strengthen product development, project management, quality systems, supply chain, manufacturing operations, customer solutions, and logistics.

Invinity is pursuing a two-part market-engagement strategy that relies on partners for regionally-appropriate functions and capabilities, thereby reducing capital requirements and accelerating the schedule required to achieve progress in the essential areas listed above. In the core markets of the UK and North America, the Group intends to work with partners to offer a full set of capabilities, including commercial engagement, product delivery, and after-sales support, whereas outside the core markets Invinity will focus on identifying, engaging with, and supporting partners capable of providing the entire set of services the Company provides directly in North America and the UK.

The Company's capex-light manufacturing strategy also relies on partners except for production of Invinity's cell stack which is currently produced by the Group in leased facilities in Bathgate, UK, and Vancouver, Canada. Invinity has expanded its manufacturing capabilities through the transition to a larger manufacturing partner, Baojia, who is an existing strategic investor in Invinity. Baojia is currently delivering components to Invinity's factories in North America and the United Kingdom and completed products to Invinity customers in the Asia-Pacific region. Invinity has also increased the capacity of its own facilities, recently expanding its Vancouver-based operations significantly in response to growing demand.

Outside of the core markets of UK and North America, the Company's manufacturing strategy is based on a licence and royalty model that leverages the capabilities of Invinity's market-engagement partners. When appropriate, Invinity grants its partner a licence to assemble the Company's batteries in region, reducing working-capital requirements by providing direct access to the Company's supply chain and generating gross margin for the Company in the form of royalty payments made by the partner to Invinity. The Company supplies the required cell stacks, manufacturing them at its own facilities, thereby retaining and protecting this core intellectual property ("IP"). A prominent example of the successful implementation of this model can be seen in Taiwan where Invinity signed a strategic manufacturing agreement with the Company's strategic partner Everdura, announced 26 February 2024.

Through the strategy outlined above, Invinity intends to achieve the following financial targets in the near term and achieve net cash generation in the next two years.

·    Drive cost of storage down

o  Mistral is forecast to achieve a 46% reduction in levelised cost at launch vs the VS3 with an ultimate target of at least -60%

·    Drive margins up

o  Reduced manufacturing costs allow Invinity to achieve industry standard margins or better with Mistral

·    Drive sales up

o  Near-term focus on progressing deals contained within the Base and Advanced section of Invinity's pipeline

·    Improve cash profile of sales

o  Utilise working capital facilities and structure deposits and progress payments to reduce impact of sales driven cash volatility

·    Reduce operational costs

o  Reduce operating expenditure as a percentage of revenue as the business scales

Information on Invinity

Since its formation in April 2020, Invinity has focused on developing and selling energy storage products to accelerate the global energy transition to renewable sources such as wind, solar and tidal power. The need for energy storage remains clear: renewable energy is fundamentally intermittent, yet the future grid must deliver robust and reliable power. Energy storage in many forms will increasingly be required to bridge the gaps across periods of darkness for solar, calm for wind turbines, and slack tide for tidal power.

To date, the only battery energy storage technology widely deployed to meet the need for stationary energy storage uses lithium-ion cells. While very energy dense and highly efficient, and therefore quite appropriate for mobile and personal applications, lithium-based batteries have characteristics making them less than ideal for stationary energy storage: they degrade with use, are prone to thermal runaway and are expensive to recycle at end of life. In addition, global supply of lithium cells is not keeping up with demand from the automotive industry, causing grid storage projects to experience delays and increased costs. However, purchasers of batteries for stationary energy storage have had few proven alternatives to lithium-based batteries to date.

The Invinity VS3, the Company's current energy storage product, is already providing that alternative. The VS3 uses VFB technology that has been developed over more than 15 years, utilising over £60 million of investment to date. The relative maturity of the Company's technology and Invinity's ability to deliver is also well documented with 75 MWh of batteries either already deployed or contracted for delivery across 82 projects in 15 countries on five continents. Invinity has been a pioneer in delivering VFBs as a standardized, factory-built product rather than a bespoke engineering project, yielding the increased quality and decreased costs typically associated with factory manufacture of a standardized product.

What makes the VS3 particularly well-suited to storing and dispatching energy on demand from renewable generation is its "utility-grade" nature. The table below lists the four key characteristics of utility-grade energy storage and highlights the main differences between Invinity's VS3 and lithium-ion batteries. Note that Invinity's products are often suitable for either complementing or replacing systems using lithium-ion technology:

APPENDIX 1

MATERIAL CONTRACTS RELATING TO THE SUBCRIPTION

UKIB Subscription Agreement

UKIB has conditionally agreed to subscribe for 108,695,652 new Ordinary Shares at the Issue Price pursuant to the UKIB Subscription Agreement dated 1 May 2024. The UKIB Subscription Shares will, when issued, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission. Completion of the UKIB Subscription is conditional on, inter alia, Invinity entering into legally binding agreements in relation to any funds raised from other investors (through the issue of new Ordinary Shares) totalling at least the same amount as the UKIB Subscription, and the passing of the Resolution at the General Meeting. The Fundraising is also conditional on completion of the UKIB Subscription.

Subject to the satisfaction of the UKIB Subscription conditions, Invinity will procure the Board to appoint: (a) a director nominated by UKIB (subject to confirmation from the Nominated Adviser that due diligence checks and assessment on the candidate have been completed to its satisfaction as required under the AIM Rules); and (b) a representative nominated by UKIB as a Board observer. More information on the role of the Board observer will be detailed in the Circular.

Under the UKIB Subscription Agreement, the proceeds of the UKIB Subscription can only be applied in a certain specified manner - being: (a) £18.0m to make equity investments in energy storage projects in the UK which incorporate the Company's vanadium flow batteries or to fund the purchase of vanadium electrolyte to be leased by the Company for use in the projects and subject to a rental agreement with the owner(s) of the projects; (b) £4.6m to support working capital costs incurred in the UK; (c) up to £2.0m to invest in UK plant and equipment at the Company's manufacturing sites; and (d) up to £0.4m for fees incurred in connection with the Fundraising.

Invinity will apply the £0.4m proceeds allocated for fees incurred in connection with the Fundraising to pay, in part, the following plus any applicable VAT: (a) the costs and expenses properly and reasonably incurred by UKIB in connection with the UKIB Subscription Agreement, the UKIB Relationship Agreement and the Fundraising generally, up to a maximum amount of £0.5m; and (b) where UKIB nominates an external candidate to be its nominated director, the fees, costs and expenses properly and reasonably incurred by or on behalf of UKIB in recruiting such external candidate (collectively, the "UKIB Costs"). The UKIB Costs shall be payable by the Company: (i) where Admission takes place, within 10 business days; or (ii) where the UKIB Subscription Agreement terminates prior to Admission (other than where such termination is due to the gross negligence, wilful default or fraud of UKIB), within 3 months - in each case, following receipt by the Company of a relevant invoice for such UKIB Costs from UKIB.

The Company will establish an investment committee as a committee of the Board, which shall consider and recommend (where appropriate) proposed investments to be made by the Company in accordance with any reasonable standards mutually agreed between the Company and UKIB. Such committee will comprise a nominee director of UKIB, the chairman of the Board and one executive director.

The UKIB Subscription Agreement contains customary warranties from the Company in favour of UKIB in relation to, inter alia, the accuracy of the information: (a) contained in the Circular and other documents or announcements issued by the Company pursuant to any regulatory obligation; and (b) relating to other matters relating to the Group and its business.

KIP Subscription Agreement

KIP Investment Entity has conditionally agreed to subscribe for 13,043,478 new Ordinary Shares at the Issue Price pursuant to the KIP Subscription Agreement dated 1 May 2024. The KIP Subscription Shares will, when issued, rank pari passu with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of Ordinary Shares after Admission. Completion of the KIP Subscription is conditional on, inter alia, the Fundraising receiving contractual commitments of no less than £40m (of which no less than £7m being committed by a substantial shareholder of the Company) and the passing of the Resolution at the General Meeting. The Fundraising is also conditional on completion of the KIP Subscription.

UKIB Relationship Agreement

Following Admission, UKIB may hold more than 25 per cent. of the Enlarged Share Capital, subject to funds raised via the Placing and the Open Offer. Pursuant to the UKIB Relationship Agreement, which will be effective from Admission, for so long as: (a) the Ordinary Shares are admitted to trading on AIM; (b) UKIB (either alone or together with any member of its group) is interested in the voting rights (attached to the Ordinary Shares) representing 10 per cent. or more of the rights to vote at a general meeting of the Company; and (c) UKIB has not given notice to terminate the UKIB Relationship Agreement as a result of a material breach by the Company, UKIB has agreed (amongst other things) that: (i) the Group will be managed independently of UKIB and any member of UKIB's group; (ii) all transactions and relationships between any member of the Group and UKIB will be on an arm's length basis; and (iii) the remuneration committee, nomination committee, audit and risk committee and any other corporate governance Board committee established by the Board from time to time shall be comprised of at least a majority of independent directors (including the director nominated in accordance with the UKIB Relationship Agreement).

In addition, for so long as UKIB (individually or together with any member of its group) is interested in voting rights representing 10 per cent. or more of the rights to vote at a general meeting of the Company, UKIB will be entitled to nominate one director for appointment to the Board and may require such nominated director's removal from the Board by giving notice in writing (in which case, UKIB will also be entitled to appoint a replacement nominated director). Further, for so long as UKIB (individually or together with any member of its group) is interested in voting rights representing 5 per cent. or more of the rights to vote at a general meeting of the Company, it shall have the right to appoint (and to remove and replace) a representative to attend any meeting of the Board or Board committee (including the investment committee established pursuant to the UKIB Subscription Agreement and/or the UKIB Relationship Agreement) as an observer, and this right to appoint a Board observer will survive termination of the UKIB Relationship Agreement.

The UKIB Relationship Agreement also acknowledges that UKIB may seek to exit its investment under the UKIB Subscription Agreement, which may be by way of a bilateral or brokered sale of some or all of its Ordinary Shares to third parties or by way of a sale made in connection with an issue of Ordinary Shares by the Company. Should UKIB make any reasonable request for support and assistance in connection with its exit at any time after the third anniversary of the UKIB Relationship Agreement, the Company agrees to consider any such reasonable request and provide such support and assistance (including to any prospective purchaser(s) of Ordinary Shares from UKIB).

APPENDIX 2

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT NOTICES

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX 2 (AND TOGETHER WITH APPENDIX 1, 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 OR FROM THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR VSA CAPITAL LIMITED ("VSA CAPITAL") WHO ARE 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) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"), (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ALSO (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 "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE 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. 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.

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,      INCLUDING (WITHOUT LIMITATION) AUSTRALIA, NEW ZEALAND, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA AND THE UNITED STATES OF AMERICA ("RESTRICTED 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 SECURITIES FOR SALE 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 "US 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 REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF 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 LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF 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 DISPOSAL OF SUCH 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 Financial Markets Authority of New Zealand or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, New Zealand, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, New Zealand, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EEA Target Market Assessment"). Notwithstanding the EEA Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or fully predictable return profile, who are not looking for full capital protection or full repayment of the amount invested, 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 EEA Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the EEA Target Market Assessment, Canaccord Genuity and VSA Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EEA Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors, investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Canaccord Genuity and VSA Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Canaccord Genuity, which, in the United Kingdom, is authorised and regulated by the FCA, is acting as joint bookrunner to the Company and, for the purposes of the AIM Rules, nominated adviser in connection with the Placing and will not be acting for any other person (including a recipient of this Announcement) or otherwise be responsible to any person for providing the protections afforded to clients of Canaccord Genuity or for advising any other person in respect of the Placing or any transaction, matter or arrangement referred to in this Announcement. Canaccord Genuity's responsibilities as the Company's nominated adviser are owed solely to London Stock Exchange and as joint bookrunner are owed solely to the London Stock Exchange and AQSE. They are not owed to the Company or to any Director or to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

VSA Capital, which, in the United Kingdom, is authorised and regulated by the FCA, is acting as joint bookrunner, and for the purpose of AQSE Rules, the AQSE Corporate Adviser to the Company in connection with the Placing and will not be acting for any other person (including a recipient of this Announcement) or otherwise be responsible to any person for providing the protections afforded to clients of VSA Capital or for advising any other person in respect of the Placing or any transaction, matter or arrangement referred to in this Announcement. VSA Capital's responsibilities as the Company's joint bookrunner are not owed to any other person in respect of his decision to acquire shares in the Company in reliance on any part of this Announcement.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligation to forward a copy of this Appendix 2 or this 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 the Placing Shares. Each Placee hereby agrees with Canaccord Genuity or VSA Capital (as the case may be), and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if Canaccord Genuity or VSA Capital (as the case may be) confirms to such Placee orally or in writing its allocation of Placing Shares. Each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix 2.  Members of the public are not eligible to take part in the Placing and no public offering of Placing Shares is being or will be made.

Upon being notified orally or in writing of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price 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.

This Announcement may contain, or may be deemed to contain, "forward-looking statements" with respect to certain of the Company's plans and its current goals and expectations relating to its future financial condition, performance, strategic initiatives, objectives and results.  Forward-looking statements sometimes use words such as "aim", "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "seek", "may", "could", "outlook" or other words of similar meaning.  By their nature, all forward-looking statements involve risk and uncertainty because they relate to future events and circumstances which are beyond the control of the Company, including amongst other things, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates and the price of vanadium, the policies and actions of governmental and regulatory authorities, the effect of competition, inflation, deflation, the timing effect and other uncertainties of future acquisitions or combinations within relevant industries, the effect of tax and other legislation and other regulations in the jurisdictions in which the Company and its affiliates operate, the effect of volatility in the equity, capital and credit markets on the Company's profitability and ability to access capital and credit, a decline in the Company's credit ratings; the effect of operational risks; and the loss of key personnel.  As a result, the actual future financial condition, performance and results of the Company may differ materially from the plans, goals and expectations set forth in any forward-looking statements. Any forward-looking statements made in this Announcement by or on behalf of the Company speak only as of the date they are made.  Except as required by applicable law or regulation, the Company expressly disclaims any obligation or undertaking to publish any updates or revisions to any forward-looking statements contained in this Announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

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

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

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

In this Appendix 2, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) who has been invited to participate in the Placing and on whose behalf a commitment to subscribe for or acquire Placing Shares has been given (whether orally or in writing).

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.

Details of the Placing and the Placing Shares

Canaccord Genuity, VSA Capital, and the Company have entered into a Placing Agreement, under which Canaccord Genuity and VSA Capital have, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. It is expected that the Placing will raise a minimum of £22 million in gross proceeds. The Placing is not being underwritten by Canaccord Genuity, VSA Capital, or any other person.

The Placing and Open Offer are conditional on the Subscription, and the Subscription is conditional on the Placing.  It is intended that Admission of all of the Fundraising Shares will occur at the same time.

The Placing Shares and any Subsequent Placing Shares are expected to be issued on 24 May 2024 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 28 June 2024). The issue of the Placing Shares and any Subsequent Placing Shares is conditional on the passing at the General Meeting of the Resolution by the requisite majority and Admission occurring. The Placing Shares will, when issued, be subject to the articles of incorporation of the Company, be credited as fully paid and will 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 relevant Placing Shares.

The Placing Shares will trade on AIM and the AQSE Growth Market under IES with ISIN JE00BLR94N79.

In addition, and as described elsewhere in this Announcement, the Company is undertaking the Subscription and the Open Offer.

Applications for admission to trading of the Placing Shares

Applications will be made to the London Stock Exchange and the AQSE for the Placing Shares to be admitted to trading on AIM and the AQSE Growth Market.

It is expected that Admission will become effective and that dealings in the Placing Shares and any Subsequent Placing Shares will commence on 24 May 2024 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 28 June 2024), subject to the passing of the Resolution which is set out within the Notice of General Meeting.

Placing

This Appendix 2 gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to the Placees or by the Placees in respect of any Placing Shares.

Participation in, and principal terms of, the Placing are as follows:

1.   The Joint Bookrunners are acting as agents of the Company in connection with the Placing on the terms and subject to the conditions of the Placing Agreement.

2.   Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their Affiliates (as defined in paragraph 12 of this section headed "Placing" in this Appendix 2) are entitled to participate in the Placing as principal.

3.   The price per Placing Share (the "Issue Price") is a fixed price of £0.23 and is payable to Canaccord Genuity (as agent for the Company) by all Placees.

4.   Each Placee's allocation will be determined by the Joint Bookrunners in accordance with the principles of allocation discussed between the Joint Bookrunners and the Company and will be confirmed orally or in writing by either Canaccord Genuity or VSA Capital and each Placee's allocation and commitment will be evidenced by a Contract Note issued to such Placee by the relevant Bookrunner. The terms of this Appendix 2 will be deemed incorporated in that Contract Note.

5.   Canaccord Genuity or VSA Capital's oral or written confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Bookrunner and the Company.

6.   Each Placee's allocation and commitment to subscribe for the Placing Shares will be made on the terms and subject to the conditions in this Appendix 2 and in accordance with the Company's articles of association, and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation after the time at which it is submitted.

7.   Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Canaccord Genuity, as agent for the Company, to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

9.   Irrespective of the time at which a Placee's allocation(s) pursuant to the Placing is/are 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".

10. All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate the Placing Agreement".

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

12. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners, nor (b) any of their 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 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 Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Bookrunner nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Nothing in this Appendix 2 shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

13. The Placing is conditional on the Subscription.  It is intended that Admission of all of the Fundraising Shares will occur at the same time.

Conditions of the Placing

The obligations of each of the Joint Bookrunners under the Placing Agreement are, in relation to Admission, conditional upon, inter alia:

1.   the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 5.00 pm on 1 May 2024 or such later time and/or date agreed between the Company and the Joint Bookrunners;

2.   the Second Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 11.00 am on the day following the release of this Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;

3.   the placing term sheet (the form of which is set out in the Placing Agreement) having been duly executed by the parties by no later than 11.00 am on the day following the release of this Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;

4.   the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 3 May 2024 or such later time and/or date agreed between the Company and the Joint Bookrunners;

5.   the passing at the General Meeting of the Resolution by the requisite majority under the Jersey Companies Act and such Resolution remaining in full force and effect as at Admission;

6.   the Applications and all other documents required to be submitted with the Applications, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange and the issuer fees (as defined in the AQSE Rules) payable to the AQSE, being delivered to the London Stock Exchange and the AQSE not later than 8.00 am on 21 May 2024 or such later time and/or date agreed between the Company and the Joint Bookrunners;

7.   the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

8.   none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to Admission by reference to such facts or circumstances;

9.   the obligations of the Joint Bookrunners not being terminated before Admission on the basis referred to below under "Right to terminate the Placing Agreement";

10. the Joint Bookrunners having received, in terms satisfactory to them, legally binding confirmations on the basis of the Announcement from Placees at the Issue Price in respect of all Placing Shares;

11. a meeting of the Board taking place to approve, amongst other things, the execution of the Placing Agreement, and the allotment of the Open Offer Shares, Subscription Shares, Placing Shares and any Subsequent Placing Shares (subject only to Admission);

12. the delivery by the Company to the Joint Bookrunners of those documents required under the Placing Agreement by the agreed times;

13. each condition to enable the Open Offer Entitlements to be admitted as a participating security (as defined in the CREST Regulations) in CREST being satisfied on or before the date of the Circular;

14. the Open Offer Entitlements of Qualifying CREST Shareholders being admitted as a participating security (as defined in the CREST Regulations) to CREST; the Open Offer Entitlements of Qualifying CREST Shareholders being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular; and the Open Offer Entitlements of Qualifying CREST Shareholders becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of the Placing Agreement;

15. Admission taking place no later than 8.00 am on 24 May 2024 (as agreed with the Joint Bookrunners) or such later time as may be agreed between the Company and the Joint Bookrunners not being later than 8.00 am on the Long Stop Date;

16. no Supplementary Circular being required by the AIM Rules, the AQSE Rules or otherwise under the Placing Agreement prior to Admission;

17. the delivery by the Company to the Joint Bookrunners of a duly executed warranty certificate in the form set out in the Placing Agreement by the agreed time;

18. the Brokers (acting reasonably) being satisfied that, at least one Business Day prior to the intended date for Admission, the Company has received, in immediately available cleared funds free from encumbrances, all sums payable to it pursuant to the Subscription Agreements;

19. between execution of the Placing Agreement and immediately prior to Admission, each of the Subscription Agreements being valid, subsisting, in full force and effect, free from encumbrances, and all conditions applicable to either of the Subscription Agreements that are required to have been fulfilled as at immediately prior to Admission (other than the occurrence of Admission) having been fulfilled and, as at immediately prior to Admission, there not having been or occurred any event that constitutes a default under either of the Subscription Agreements, each of the Subscription Agreements not having been lapsed or been breached, amended or terminated by any of the parties thereto and there being no event in existence which could provide a right of termination, rescission or nullification of either of the Subscription Agreements; and

20. all necessary consents and approvals under Jersey law and regulation to the Circular and otherwise in connection to Admission having been given and remaining in full force and effect immediately prior to Admission.

(all conditions to the obligations of the Joint Bookrunners included in the Placing Agreement being together, the "conditions").

If: (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement; or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing and the Subsequent Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither of the Joint Bookrunners, the Company, nor any of their respective Affiliates 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 in the Placing Agreement or in respect of the Placing generally.

The Joint Bookrunners may in their absolute discretion (acting in good faith) waive compliance by the Company or extend the time for fulfilment with certain of the Company's obligations in relation to the conditions in the Placing Agreement. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described below under "Right to terminate under the Placing Agreement", and will not be capable of rescission or termination by the Placee.

Right to terminate the Placing Agreement

The Joint Bookrunners are entitled to terminate the Placing Agreement at any time prior to Admission by giving notice to the Company and after such consultation with the Company as shall be practicable in the circumstances as set out below:

1.   there has been a breach of any Warranty, and where a materiality threshold is not specified in such Warranty such breach is material;

2.   any Warranty would be untrue, inaccurate (in each case where a materiality threshold is not specified in such Warranty, in any material respect) or misleading if it were to be repeated at any time prior to Admission;

3.   any statement in the Placing Documents has become, or an omission in the Placing Documents results in them being, untrue, inaccurate in any material respect or misleading;

4.   either of the Applications is withdrawn or refused by the London Stock Exchange and/or the AQSE;

5.   a Material Adverse Change has occurred after entry into the Placing Agreement (whether or not foreseeable at the date of the Placing Agreement);

6.   the London Stock Exchange, the AQSE, the FCA, or any authority in any jurisdiction launches or threatens to launch an investigation into the affairs of the Group or the trading of the Ordinary Shares, or Canaccord Genuity or VSA Capital ceases to be, or notice is otherwise given pursuant to the Nominated Adviser Agreement or the AQSE Corporate Adviser Agreement (as such terms are defined in the Placing Agreement) to terminate Canaccord Genuity and VSA Capital's respective appointment as the Company's nominated adviser or the Company's AQSE corporate adviser and/or the Company's broker;

7.   there has occurred:

7.1. any material adverse change in financial markets in the United States, the United Kingdom or in any member or associate member of the European Union or the international financial markets, any outbreak or escalation of hostilities, war, act of terrorism, declaration of emergency or martial law or other calamity or crisis or event or any change or development involving a prospective change in national or international political, financial, economic, monetary or market conditions or currency exchange rates or controls; or

7.2. trading in any securities of the Company has been suspended or materially limited by the London Stock Exchange or the AQSE on any exchange or over-the-counter market, or if trading generally on the New York Stock Exchange, the NASDAQ National Market, the AQSE or the London Stock Exchange has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices of securities have been required, by any of said exchanges or by such system or by order of any governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States or in Europe; or

7.3. a banking moratorium has been declared by the authorities in the United States, the United Kingdom or New York or a member or associate member of the European Union, which, in each case, in the opinion of the Joint Bookrunners (acting in good faith) (as applicable), is likely to materially prejudice the success of the Placing or make it impractical or inadvisable to proceed with the Placing; or

7.4. any kind of pandemic in Jersey or the United Kingdom or in any other jurisdiction in which the Group carries on business which materially affects the operations of the Group; or

8.   there has been a material breach of any of the warranties, undertakings, indemnities, covenants, agreements or other obligations on the part of any party to either of the Subscription Agreements, or any matter, fact, circumstance or event has arisen or occurred after entry into the Subscription Agreements which, had it arisen or occurred prior to entry into either of the Subscription Agreements, would constitute such a breach or any party to either of the Subscription Agreements would become entitled to terminate or rescind either of the Subscription Agreements;

9.   either of the Subscription Agreements is terminated or rescinded, or is otherwise not capable of being completed;

10. either of the Subscription Agreements ceases to be valid, subsisting, in full force and effect and free from encumbrances, rights of pre-emption and all other third party rights; or

11. any condition applicable to either of the Subscription Agreements that is required to have been complied with or fulfilled has not been complied with or fulfilled;

If the Placing Agreement is terminated prior to Admission then the Placing will not occur.

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, other than set out in the section entitled "Conditions of the Placing" above. By participating in the Placing, the Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that neither the Joint Bookrunners nor their Affiliates shall have any liability to the 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 be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction other than a prospectus required in Jersey and prepared pursuant to the Companies (General Provisions) (Jersey) Order 2002 ("Jersey Prospectus"). No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA, the AQSE or the London Stock Exchange in relation to the Placing or the Placing Shares, and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix 2) and the business and financial information that the Company is required to publish in accordance with the AIM Rules and the AQSE Rules (the "Exchange Information") or has published via a Regulatory Information Service ("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 neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners nor 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 (including, without limitation, in any investor presentation) 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 Bookrunners, 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 Bookrunners 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

Settlement of transactions in the Placing Shares (ISIN: JE00BLR94N79) will take place within the CREST system, subject to certain exceptions and as stated below. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation stating the number of Placing Shares allocated to it, the Issue Price, the aggregate amount owed by such Placee to Canaccord Genuity and settlement instructions. All payments by Placees in respect to the Placing Shares shall be made to Canaccord Genuity only.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations: (i) the Company may release itself (if it decides in its absolute discretion to do so) and will be released from all obligations it may have to issue any such Placing Shares to such Placee or at its direction which are then unissued; (ii) the Company may exercise all rights of lien, forfeiture and set-off over and in respect of any such Placing Shares to the fullest extent permitted under its articles of association or otherwise by law and to the extent that such Placee then has any interest in or rights in respect of any such Placing Shares; (iii) the Company or the Joint Bookrunners may sell (and each of them is irrevocably authorised by such Placee to do so) all or any of such Placing Shares on such Placee's behalf and then retain from the proceeds, for the account and benefit of the Company or, where applicable, the Joint Bookrunners (a) any amount up to the total amount due to it as, or in respect of, subscription monies, or as interest on such monies, for any Placing Shares, (b) any amount required to cover any stamp duty or stamp duty reserve tax (together with any interest or penalties) arising on the sale of such Placing Shares on such Placee's behalf, and (c) any amount required to cover dealing costs and/or commissions necessarily or reasonably incurred by it in respect of such sale; and (iv) such Placee shall remain liable to the Company and to the Joint Bookrunners (as applicable) for the full amount of any losses and of any costs which it may suffer or incur as a result of it (a) not receiving payment in full for such Placing Shares by the required time, and/or (b) the sale of any such Placing Shares to any other person at whatever price and on whatever terms are actually obtained for such sale by or for it.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the Contract Note is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in the Placee's name or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the Placing Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Subject to the conditions set out above, payment in respect of the Placees' allocation is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST. The relevant settlement details for the Placing Shares are as follows:

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf):

1.   represents and warrants that it has read and understood this Announcement in its entirety (including this Appendix 2) and acknowledges that its participation in the Placing will be governed by the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained in this Announcement (including this Appendix 2) and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement and the Exchange Information and Publicly Available Information (as defined above);

2.   acknowledges that no prospectus or offering document has been or will be prepared in connection with the Placing (other than the Jersey Prospectus) and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares other than the Jersey Prospectus;

3.   agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, their respective Affiliates and any person acting on their behalf from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Announcement and further agrees that the provisions of this Announcement shall survive after completion of the Placing;

4.   acknowledges that the Ordinary Shares are admitted to trading on AIM and the AQSE Growth Market, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the AQSE Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and the Company's admission document, and that it is able to obtain or access such information without undue difficulty and has read and understood such information;

5.   acknowledges that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested either of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6.   acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

7.   acknowledges that it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has had sufficient time to consider and conduct its own investigation with respect to the offer and subscription for the Placing Shares, including the tax, legal and other economic considerations and has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

8.   represents and warrants that it has neither received nor relied on any confidential price sensitive information concerning the Company in accepting its invitation to participate in the Placing;

9.   acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

10. represents and warrants that (i) it is entitled to acquire the Placing Shares under the laws and regulations of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and regulations and obtained all such governmental and other guarantees and other consents and authorities which may be required thereunder and complied with all necessary formalities; (iii) it has all necessary capacity to commit to participation in the Placing and to perform its obligations in relation thereto and will honour such obligations; (iv) it has paid any issue, transfer or other taxes due in connection with its participation in any territory; and (v) it has not taken any action which will or may result in the Company, either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

11. represents and warrants that it understands that the Placing Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state or other jurisdiction of the United States and have been or will only be acquired in "offshore transactions" as defined in and pursuant to Regulation S under the US Securities Act or in transactions exempt from or not subject to the registration requirements of the US Securities Act;

12. represents and warrants that it will not offer or sell, directly or indirectly, any of the Placing Shares in the United States except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act;

13. understands that upon the initial issuance of, and until such time as the same is no longer required under the US Securities Act or applicable securities laws of any state or other jurisdiction of the United States, any certificates representing the Placing Shares (to the extent such Placing Shares are in certificated form), and all certificates issued in exchange therefore or in substitution thereof, shall bear a legend setting out the restrictions relating to the transfer of the certificated security including with respect to restrictions relating to the United States federal securities laws;

14. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the European Economic Area which has implemented the EU Prospectus Regulation other than "Qualified Investors" as defined in Article 2(e) of the EU Prospectus Regulation, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

15. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors (acting as principal or in circumstances to which section 86(2) of FSMA applies), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

16. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the European Economic Area or the United Kingdom except in circumstances falling within the EU Prospectus Regulation or (as the case may be) the UK Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to that regulation;

17. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which it is permitted to do so pursuant to section 21 of FSMA or other applicable securities laws;

18. represents and warrants that it has complied and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from, or otherwise involving the United Kingdom;

19. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Criminal Justice Act 1993, the UK version of the Market Abuse Regulation (2014/596/EU) (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) (the "UK MAR"), the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Anti-terrorism Crime and Security Act 2001, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended), the Money Laundering Sourcebook of the FCA and any similar applicable law or regulation in any other jurisdiction (the "Regulations") and, if it is making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

20. is not a person: (i) with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (ii) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (iii) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law;

21. if in the United Kingdom, represents and warrants that it is a UK Qualified Investor (acting as principal or in circumstances to which section 86(2) of FSMA applies) and a person who has professional experience in matters relating to investments and it is a person (i) falling within Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or (iii) to whom this Announcement may otherwise be lawfully communicated under the FPO;

22. if in a member state of the EEA, represents and warrants that it is a EEA Qualified Investor; and, if in Switzerland, represents and warrants that it is entitled to subscribe the Placing Shares under the laws and regulations of Switzerland without the need for a prospectus or offering memorandum or the taking of any other action on the part of the Company or either of the Joint Bookrunners, and that its subscription of the Placing Shares will not result in the Company, either of the Joint Bookrunners, their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of Switzerland or any canton or other sub-division thereof;

23. represents and warrants that its participation in the Placing would not give rise to an offer being required to be made by it or any person with whom it is acting in concert pursuant to Rule 9 of the City Code on Takeovers and Mergers; undertakes that it (and any person acting on its behalf) will pay Canaccord Genuity for the Placing Shares acquired by it in accordance with this Announcement on the due time and date set out in this Announcement or any trade confirmation or contract note issued pursuant to this Announcement against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as either the Joint Bookrunners or the Company may, in their absolute discretion, determine and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any costs, commissions, stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

24. if it has received any confidential price sensitive information about the Company in advance of the Placing, warrants that it has received such information within the marketing soundings regime provided for in article 11 of UK MAR and associated delegated regulations (or the equivalent legislation in force within the EEA, where applicable) and has not: (a) dealt in the securities of the Company; (b) encouraged or required another person to deal in the securities of the Company; or (c) disclosed such information to any person, prior to the information being made publicly available;

25. acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

26. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

27. acknowledges that any agreements entered into by it pursuant to these terms and conditions, and any non-contractual obligations arising out of or in connection with such agreements, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the courts of England and Wales as regards any claim, dispute or matter arising out of any such contract;

28. acknowledges that it irrevocably appoints any director of the relevant Bookrunner as its agent for the purposes of executing and delivering to the Company and/or its Registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares agreed to be taken up by it under the Placing;

29. represents and warrants that (unless otherwise agreed with the Joint Bookrunners) it is not a resident of any Restricted Jurisdiction and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be cleared or issued in respect of the Placing Shares under the securities legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, taken up, renounced, delivered or transferred, directly or indirectly, within any Restricted Jurisdiction;

30. represents and warrants that any person who confirms to either Bookrunner on behalf of a Placee an agreement to subscribe for Placing Shares and/or who authorises either Bookrunner to notify the Placee's name to the Company's Registrar, has authority to do so on behalf of the Placee;

31. acknowledges that the agreement to settle each Placee's acquisition of Placing Shares (and/or the acquisition of a person for whom it is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to an acquisition by it and/or such person direct from the Company of the Placing Shares in question. Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor either of the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the Joint Bookrunners accordingly;

32. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix 2);

33. acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with the relevant Bookrunner, any money held in an account with the relevant Bookrunner on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Bookrunner money in accordance with the client money rules and will be used by the relevant Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the relevant Joint Bookrunners (as the case may be);

34. acknowledges and understands that the Company, the Joint Bookrunners, and others will rely upon the truth and accuracy of the foregoing representations, warranties, agreements, undertakings and acknowledgements;

35. acknowledges that the basis of allocation will be determined by the Joint Bookrunners at their absolute discretion in consultation with the Company. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

36. if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law and, where applicable, the equivalent legislation in force within the EEA) about the Company in advance of the Placing, it has not: (i) dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company; (ii) encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or (iii) unlawfully disclosed such information to any person, prior to the information being made publicly available;

37. confirm that it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom and, where applicable, the equivalent legislation in force within the EEA);

38. irrevocably authorises the Company and the Joint Bookrunners to produce this Announcement pursuant to, in connection with, or as maybe required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth in this Announcement; and

39. that its commitment to subscribe for Placing Shares on the terms set out in this Announcement will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

The acknowledgements, agreements, undertakings, representations and warranties referred to above are given to each of the Company and the Joint Bookrunners (for their own benefit and, where relevant, the benefit of their respective Affiliates and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Joint Bookrunners, their respective Affiliates or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, charge or expense which it may suffer or incur by reason of or arising from the carrying out by them of the work to be done by them pursuant to this Announcement or the performance of their obligations pursuant to this Announcement or otherwise in connection with the Placing.

No UK stamp duty or stamp duty reserve tax should be payable to the extent that the Placing Shares are issued or transferred (as the case may be) into CREST to, or to the nominee of, a Placee who holds those Placing Shares beneficially (and not as agent or nominee for any other person) within the CREST system and registered in the name of such Placee or such Placee's nominee.

Any arrangements to issue or transfer the Placing Shares into a depositary receipts system or a clearance service or to hold the Placing Shares as agent or nominee of a person to whom a depositary receipt may be issued or who will hold the Placing Shares in a clearance service, or any arrangements subsequently to transfer the Placing Shares, may give rise to stamp duty and/or stamp duty reserve tax, for which neither the Company nor the Joint Bookrunners will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares  has given rise to such stamp duty or stamp duty reserve tax undertakes to pay such stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Joint Bookrunners in the event that any of the Company and/or either of the Joint Bookrunners has incurred any such liability to stamp duty or stamp duty reserve tax. 

In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

All times and dates in this Announcement may be subject to amendment. The Joint Bookrunners shall notify the Placees and any person acting on behalf of the Placees of any such changes.

This Announcement has been issued by the Company and is the sole responsibility of the Company.

Each Placee, and any person acting on behalf of the Placee, acknowledges that the Joint Bookrunners do not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement. Each Placee and any person acting on behalf of the Placee acknowledges and agrees that the Joint Bookrunners or any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

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

Each Placee may be asked to disclose in writing or orally to either of the Joint Bookrunners:

1.   if he is an individual, his nationality; or

2.   if he is a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

DEFINITIONS

The following definitions apply throughout this Announcement (including its Appendices), unless the context requires otherwise:

"£", "pounds sterling", "pence" or "p" are references to the lawful currency of the United Kingdom;

"€" or "Euros" are references to a lawful currency of the European Union;

"Admission" means the admission of the Fundraising Shares to (i) trading on AIM becoming effective within the meaning of Rule 6 of AIM Rules; and (ii) trading on the AQSE Growth Market becoming effective within the meaning of Rule 3.9 of the AQSE Rules;

"AIM" means the AIM Market, operated by the London Stock Exchange;

"AIM Rules" means the AIM Rules for Companies and the AIM Rules for Nominated Advisers;

"AIM Rules for Companies" means the AIM Rules for Companies as issued by the London Stock Exchange, from time to time;

"AIM Rules for Nominated Advisers" means the AIM Rules for Nominated Advisers as issued by the London Stock Exchange, from time to time;

"Announcement" means this announcement (including its appendices);

"Applications" means applications made by (or on behalf of) the Company for Admission in the forms prescribed by the London Stock Exchange and the AQSE;

"Application Form(s)" means the application form to be used by Qualifying Shareholders whose Ordinary Shares are not held in CREST in connection with the Open Offer;

"AQSE" means AQUIS Stock Exchange Limited, a company incorporated in England and Wales with registered company number 04309969 and a recognised investment exchange under section 290 of FSMA;

"AQSE Corporate Adviser" means VSA Capital;

"AQSE Growth Market" means the market (the Apex segment) operated by the AQSE for entrepreneurial companies seeking visibility and access to growth capital;

"AQSE Rules" means the rules contained in the AQSE Growth Market Apex Rulebook issued by the AQSE for issuers in effect from time to time, which set out the admission requirements and continuing obligations of companies seeking admission to and whose securities are admitted to trading on the Apex segment of the AQSE Growth Market;

"Bookbuild" means the accelerated bookbuilding process to be conducted by each Bookrunner to determine demand for participation in the Placing by Placees;

"certificated form" or "in certificated form" means an Ordinary Share recorded on the Company's share register as being held in certificated form (namely, not in CREST);

"Circular" means the circular to be published by the Company in relation to the Subscription, the Placing and the Open Offer and containing the Notice of General Meeting;

"Company" or "Invinity" means Invinity Energy Systems plc, a company incorporated and registered in Jersey with registered number 92432 whose registered office is at Third Floor, IFC5, Castle Street, St Helier, Jersey JE2 3BY;

"Contract Notes" means the notes and forms of confirmation to be sent by the Joint Bookrunners on behalf of the Company to Placees and to be procured by the Joint Bookrunners in relation to the Placing;

"CREST" means the relevant system (as defined in the CREST Regulations);

"CREST Regulations" means the Uncertificated Securities Regulations 2001 (SI 2001 No 3755) in respect of which Euroclear is the operator;

"Director(s)" or "Board" means the directors of the Company;

"Enlarged Share Capital" means the issued Ordinary Shares immediately following Admission;

"Euroclear" means Euroclear UK and International Limited;

"Excess Application Facility" means the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;

"Excess CREST Open Offer Entitlements" means in respect of each Qualifying CREST Shareholder, an entitlement, of the maximum number of Open Offer Shares available through the Open Offer (in addition to their Open Offer Entitlement), to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;

"Excess Open Offer Entitlements" means an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to their Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;

"Existing Ordinary Shares" means the 191,067,307 Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM and the AQSE Growth Market;

"FCA" means the Financial Conduct Authority;

"FCA Handbook" means the rules of guidance issued from time to time by the FCA;

"FSMA" means the Financial Services and Markets Act 2000 as amended;

"Fundraising" means the Subscription, the Placing and the Open Offer;

"Fundraising Shares" means      the Subscription Shares, the Placing Shares and the Open Offer Shares;

"General Meeting" means the extraordinary general meeting of the Company to be convened by the Notice of General Meeting

"Group" means the Company and its subsidiary undertakings;

"Group Company" means every company which is a member of the Group and "Group Companies" shall be construed accordingly;

"Issue Price" has the meaning given in this Announcement;

"Jersey Companies Act" means The Companies (Jersey) Law 1991;

"Joint Bookrunners" means the joint bookrunners, being:

(a)  VSA Capital Limited a company incorporated in England and Wales with registered number 02405923 whose registered office is at Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M 7EB; and

(b)  Canaccord Genuity Limited a company incorporated and registered in England and Wales with registered number 01774003 whose registered office is at 88 Wood Street, London, EC2V 7QR,

each of the Joint Bookrunners is a "Bookrunner";

"KIP Investment Entity" means KIP RE-UP II Fund, a fund incorporated and registered in the Republic of Korea with registration number 121-80-21925 - of which KIP is the general partner;

"KIP Subscription" means the conditional subscription by KIP Investment Entity at the Issue Price in accordance with the KIP Subscription Agreement to raise approximately £3 million before expenses;

"KIP Subscription Agreement" means the subscription agreement dated 1 May 2024 between the Company and KIP Investment Entity relating to the KIP Subscription;

"KIP Subscription Shares" means up to 13,043,478 new Ordinary Shares to be issued by the Company pursuant to the KIP Subscription;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 28 June 2024;

"Material Adverse Change" means any adverse change in the business or financial and trading position or prospects of the Company or the Group, which is material in the context of the Group as a whole;

"MWh" means megawatt hour;

"Nominated Adviser" means Canaccord Genuity;

"Notice of General Meeting" means the notice convening the General Meeting, which is set out at the end of the Circular;

"Open Offer" means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares;

"Open Offer Entitlements" means the entitlements of Qualifying Shareholders pursuant to the Open Offer to subscribe for the number of Open Offer Shares that reflects the agreed ratio to the number of Ordinary Shares held by that Qualifying Shareholder on the Record Date, further details of which are stated in the Announcement and the Circular (with aggregate entitlements being rounded down to the nearest whole number), on and subject to the terms of the Open Offer;

"Open Offer Shares" means up to 28,660,096 new Ordinary Shares to be issued by the Company pursuant to the Open Offer;

"Ordinary Shares" means the ordinary shares of €0.01 each in the capital of the Company;

"Overseas Shareholders" means Shareholders with a registered address outside the United Kingdom;

"Placee" has the meaning given in this Appendix 2;

"Placing" means the placing of the Placing Shares by Canaccord Genuity and VSA Capital, as agents on behalf of the Company, pursuant to the Placing Agreement, conditional on, amongst other things, the passing of the Resolution by the requisite majority and Admission occurring;

"Placing Agreement" means the placing agreement entered into between Canaccord Genuity, VSA Capital, and the Company on 1 May 2024;

"Placing Documents" means together the Announcement, the Circular, the Presentation, the Contract Notes and the Placing Agreement;

"Placing Option" means in the event that the Open Offer is not fully subscribed, any placing with institutional and other investors of the Subsequent Placing Shares by the Joint Bookrunners, pursuant to the Placing Agreement, conditional on, amongst other things, the passing of the Resolution by the requisite majority and Admission occurring, at not less than the Issue Price, in order to raise up to the maximum proceeds under the Open Offer;

"Placing Shares" means the number of new Ordinary Shares to be agreed between the Company and the Joint Bookrunners following the completion of the Bookbuild and recorded in the placing term sheet as set out in the Placing Agreement, and which are proposed to be allotted and issued by the Company and subscribed for by Placees pursuant to the Placing;

"Presentation" means the presentation slides prepared by the Company and used by it in meetings with institutional investors in connection with the Fundraising;

"Prospectus Rules" means the prospectus regulation rules made by the FCA pursuant to section 73A of the FSMA;

"Proxy Form" or "Form of Proxy" means the form of proxy for use in connection with the General Meeting;

"Qualifying CREST Shareholders" means the Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form;

"Qualifying Non-CREST Shareholders" means the Qualifying Shareholders holding Existing Ordinary Shares in certificated form;

"Qualifying Shareholders" means holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction;

"Record Date" means 30 April 2024;

"Registrars" means the Company's registrars being Computershare Investor Services (Jersey) Limited of 13 Castle Street, St. Helier, Jersey, JE1 1ES;

"Regulation S" means Regulation S under the US Securities Act;

"Regulatory Information Service" means a regulatory information service as defined in the glossary of terms in the AIM Rules;

"Resolution" means the special resolution as set out in the Notice of the General Meeting (subject to any amendments which may be agreed between the Company and the Joint Bookrunners);

"Restricted Jurisdiction" has the meaning given in this Announcement;

"Second Announcement" means the announcement by the Company to be made following the completion of the Bookbuild setting out the number of Placing Shares;

"Subscribers" means UKIB and KIP Investment Entity, being the subscribers for the Subscription Shares;

"Subscription" means the proposed subscription by the Subscribers for Ordinary Shares at the Issue Price to raise up to £28 million;

"Subscription Agreements" means the agreements between the Company and the Subscribers relating to the Subscription;

"Subscription Shares" means the 121,739,130 new Ordinary Shares to be allotted and issued pursuant to the Subscription;

"Subsequent Placing" means any placing with institutional and other investors of the Subsequent Placing Shares by the Joint Bookrunners pursuant to the Placing Option, conditional on, amongst other things, the passing of the Resolution by the requisite majority and Admission occurring;

"Subsequent Placing Shares" means any Open Offer Shares not taken up by qualifying shareholders in the Open Offer;

"Supplementary Circular" means any supplementary circular document published by the Company;

"UK" or "United Kingdom" means the United Kingdom of Great Britain and Northern Ireland;

"UKIB" means UK Infrastructure Bank Limited, a private limited company registered in England and Wales, registration number 06816271, that is wholly owned by HM Treasury;

"UKIB Relationship Agreement" means the relationship agreement dated 1 May 2024 between the Company and UKIB;

"UKIB Subscription" means the conditional subscription by UKIB at the Issue Price in accordance with the UKIB Subscription Agreement to raise approximately £25 million before expenses;

"UKIB Subscription Agreement" means the agreement dated 1 May 2024 between the Company and UKIB relating to the UKIB Subscription;

"UKIB Subscription Shares" means up to 108,695,652 new Ordinary Shares to be issued by the Company pursuant to the UKIB Subscription;

"uncertificated" or "in uncertificated form" means an Ordinary Share recorded on the Company's share register 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;

"US" or "United States"   means the United States of America, each State thereof, its territories and possessions (including the District of Columbia) and all other areas subject to its jurisdiction;

"US Securities Act" means the US Securities Act 1933; and

"Warranties" means the warranties contained in the Placing Agreement.