PANR Pantheon Resources Plc

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICITATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ORDINARY SHARES TO ANY PERSON.  IN PARTICULAR, THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

25 July 2024

Pantheon Resources plc

Proposed Placing and Subscription to raise a minimum of $18.5 million

Pantheon Resources plc ("Pantheon" or the "Company"), the oil and gas company with a 100% working interest in the Kodiak and Ahpun projects located in close proximity to pipeline and transportation infrastructure on Alaska's North Slope, is pleased to announce that it intends to raise a minimum of $18.5 million by way of a placing and conditional subscriptions (together the "Fundraise") of new Ordinary Shares at a price of 17 pence per share (the "Issue Price").

The purpose of the Fundraise is principally to fund the drilling of the Megrez-1 well located in the Ahpun Eastern Topset area, and, together with existing cash resources, to cover lease rentals, development of the Company's asset portfolio and provide general working capital for the Group.

Institutional investors will participate by way of a placing of new Ordinary Shares (the "Placing Shares") conducted through an accelerated bookbuild (the "Bookbuild") which will be launched immediately following this Announcement (the "Placing"). Canaccord Genuity Limited ("Canaccord") and Zeus Capital Limited ("Zeus Capital") are acting as joint bookrunners in connection with the Placing (the "Joint Bookrunners" and each a "Bookrunner"). The Placing is not being underwritten.

Certain investors will also be subscribing for new Ordinary Shares (the "Subscription Shares") at the Issue Price directly with the Company (the "Subscription"). The Subscription is conditional on completion of the Placing.

In addition to the Placing and the Subscription, retail investors will be given an opportunity to participate by subscribing for new Ordinary Shares (the "Retail Offer Shares") at the Issue Price (the "Retail Offer") on the PrimaryBid platform. A separate announcement will be made shortly regarding the Retail Offer and its terms. The Placing and Subscription are not conditional upon the Retail Offer. The Retail Offer will close on completion of the Bookbuild process.

The holder of the Convertible Bond has indicated its intention to participate in the Placing for $4 million, subject to a minimum of $18.5 million (inclusive of this amount) being raised in the Fundraise. Additionally, and subject to the same condition, the Company has agreed to prepay at the time of the Placing the final two principal amortisation payments under the Convertible Bond of $2.45 million each, originally falling due in September and December 2026, by way of issuing 22,380,254 new Ordinary Shares at the Issue Price (at a £:$ rate of 1.2879).

The Company considers it important to be able to take advantage of investor demand should investors wish to participate in the Fundraise in excess of $18.5 million. In such an event, therefore, the Company will likely increase the amount proposed to be raised pursuant to the Fundraise. Any additional proceeds above the minimum of $18.5 million, including from the Retail Offer, will be applied towards extended flow testing at Megrez-1 (in a success case), further development of the Company's asset portfolio and general corporate purposes.

The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this Announcement).

The final number of New Ordinary Shares to be issued will be announced immediately following the closing of the Bookbuild process and Retail Offer. The New Ordinary Shares, when issued, will 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 declared, made or paid on or in respect of such shares after the date of issue.

Application will be made for Admission of the New Ordinary Shares and it is expected that Admission will take place at or around 8.00 ‎a.m. (London time) on 2 August 2024 (or such later time and/or date as may be agreed between the ‎Company and the Joint Bookrunners, being not later than 8.00 ‎a.m. (London time) on 9 August 2024). The Fundraise is conditional upon, inter alia, Admission ‎becoming effective. The Placing is also conditional upon the Company having received payment from the Subscription in respect of the Subscription Shares and the Placing Agreement not otherwise being ‎terminated in accordance with its terms.

The Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "IMPORTANT NOTICES" section and the detailed terms and conditions described in the Appendix.

David Hobbs, Executive Chairman, said: "We have seen a year of significant progress, which included receipt of Independent Expert Reports totalling 1.57 billion bbls of Contingent Recoverable Resources of ANS Crude, execution of a Gas Sales Precedent Agreement with AGDC (Alaska Gasline Development Corporation) that may support substantial funding of field development costs, the strengthening of governance, and alignment with shareholders. Success at the Megrez-1 well would prove up the eastern portion of our Ahpun acreage.

The location of these high-quality prospective resources immediately adjacent to the pipeline and highway are a potential gamechanger. Their materially improved reservoir characteristics when compared to the existing topsets in the western portion (and, to an even greater extent, the Alkaid horizon) of Ahpun will provide vital information in our development modelling for the overall Ahpun project. This is especially important in aligning the timetable for achieving FID for Ahpun with the proposed gas supply initiatives from AGDC and the State of Alaska."

Jay Cheatham, CEO of Pantheon Resources, said: "Management estimates have the Megrez-1 well targeting c.600 mmbls of P50 prospective resource in Ahpun's eastern topsets, where we expect excellent reservoir parameters analogous to the proven productive reservoirs now being developed at Horseshoe/Pikka and Willow, which is the source of expected new production growth on the Alaska North Slope. Company-modelled individual well economics in the eastern topsets, if successful, have the potential for very attractive NPV10s exceeding $30/bbl (at $80 oil). Our technical team, which has a 100% drilling success rate encountering oil pay when based on 3D seismic AVO, has assessed the probability of discovering oil at Megrez-1 at 69%, based on data acquired over a decade especially from nearby discoveries in Pantheon's acreage and seismic anomalies. The size, location and potential economic impact of a success case at Megrez-1 make it amongst Pantheon's most impactful drilling ventures with the potential to transform the Greater Ahpun development project and the entire company.

The measure of our confidence in the success of this low risk well on the eastern extension of Ahpun and the wider Pantheon asset portfolio is that all of our Board and certain key advisers are participating for a combined amount of c.$1.0 million in the Fundraise."

Further information:

Background to the Fundraise

Pantheon has made significant progress during the last 12 months on a number of initiatives:

(i)   Receipt of Independent Expert Report by Netherland Sewell & Associates in April 2024, certifying 2C Contingent Resources of 1.2 billion barrels of marketable liquids.

(ii)   Receipt of Independent Expert Report by Lee Keeling & Associates (LKA) in April 2024, certifying 2C Contingent Resources of 79 million barrels of marketable liquids and an estimated NPV10 at $80 oil of $200 - $530 million⁽¹⁾.

(iii)  Receipt of Independent Expert Report by Cawley Gillespie & Associates (CGA) in June 2024, certifying 2C Contingent Resources of 282 million barrels of marketable liquids and an estimated NPV10 at $80 oil of $1.74 billion⁽¹⁾.

(iv)  Execution of Gas Sales Precedent Agreement with AGDC which provides potential for a long term supply contract, which management estimates could provide funding capacity through potential debt backed by Take or Pay Contract, for up to US$250 million⁽²⁾.

(v)  Pantheon was the successful bidder for an additional 66,240 acres of leases at the State of Alaska's December 2023 lease sale. These new leases, immediately to the east of Ahpun and updip to the west and north-west of Kodiak, include some of the highest quality areas of the two fields, at the shallowest depths.

(vi)  Successful testing of the shallower topsets in the Alkaid-2 wellbore, which exceeded our expectations and validated the effectiveness of the revised frac design, achieving a c.2.5x improvement over that achieved at the deeper Alkaid reservoir.

(1) LKA NPV10 calculations are exclusive of federal and state income taxes; CGA NPV10 calculations are after deduction of state production taxes and ad valorem taxes but before consideration of federal income taxes.

(2) Based on 50% of Real NPV10 of post-tax gas revenues with no capital offsets and subject to final gas sales agreement execution.

Following the achievement of these milestones, Pantheon is focused on its stated goals of advancing both the Ahpun and Kodiak projects towards FID, and ultimately development of these projects. Fundamental to this goal is to provide sufficient additional data to both support, and potentially accelerate these objectives. Megrez-1 is located on the new Ahpun East Topset acreage where the reservoir section to be targeted is younger and shallower, with superior reservoir characteristics than in any of Pantheon's wells to date. Pantheon believes this to be a conventional reservoir with reservoir porosities of 20 - 25% and permeabilities of 5 - 35 millidarcies containing high quality light oil consistent with that encountered in Pantheon's other wells. A success at Megrez-1 is expected to accelerate development horizons and will greatly enhance the economics of the full Ahpun development. A successful fundraising at this time allows the possibility to obtain the requisite licences, equipment and services to spud the Megrez-1 well as early as Q4 2024.

Following further analysis undertaken subsequent to receipt of the various Independent Expert Reports, the Company has updated its well modelling estimates which are presented in the table below.

Conceptual per well NPV10 sensitivity analysis

Company estimates - for illustrative purposes only

Principal assumptions and management estimates (Outturn may differ from assumptions)

•       Prices have been discounted by 10% from ANS for quality bank adjustment

•       No revenues for natural gas

•       Combination of TAPS tariff and shipping to US West Coast estimated at $10.00 bbl 

•       Production well cost of $24.5 million ($22.6 million for Ahpun East) includes allocation of:

•       1 injection well for every 3 production wells

•       Well pads and production facilities estimated at $2.5 million per well (based on estimated $50 million for 20 well pad)

•       Royalty rates modelled at between 17.5 - 18%

•       After severance/production taxes

•       Before Federal Taxes

•       These estimates are based upon estimates at the current time and actual outcomes may differ from those presented, so must be considered as for illustrative purposes only.

Summary - Use of Proceeds

The gross minimum proceeds of the Fundraise of $18.5 million are expected to be used as follows:

Drilling of the Megrez-1 well is subject to ordinary course permitting, targeting an Autumn/Winter 2024/25 spud. The Megrez-1 Dry Hole Cost includes logging and fluid sample gathering.

$2.6 million, together with existing cash resources, will be allocated to working capital which includes lease rentals, development of the Company's asset portfolio (including technical work), transaction costs and general working capital.

Based on the use of funds set out above, the Company expects that this amount will provide sufficient working capital for the Group for up to the next 12 months. In forming this view, it is assumed that all quarterly amortisation and interest payments due on the Company's Convertible Bond will continue to be paid in shares.

The minimum fundraise prioritises drilling activities over other Company initiatives and does not include funding for a U.S. IPO, for extended flow testing at Megrez-1 (in a success case) or for advanced engineering on the proposed hot-tap at this time.

Any additional proceeds above the minimum of $18.5 million, including from the Retail Offer, will be applied towards extended flow testing at Megrez-1 (in a success case), further development of the Company's asset portfolio and general corporate purposes.

Directors, management and advisers participation

All of the Directors, as well as certain management and  advisers, have indicated that they intend to participate in the Subscription for an aggregate amount of approximately $1.0 million. The ultimate allocation to the Directors is at the absolute discretion of Canaccord, Zeus Capital and the Company.

Convertible Bond

A summary of the principal terms of the Convertible Bond have been set out previously in an announcement dated 7 December 2021. The holder of the Convertible Bond has indicated its intention to participate in the Placing for $4 million, subject to a minimum of $18.5 million (inclusive of this amount) being raised in the Fundraise. Additionally, and subject to the same condition, the Company has agreed to prepay at the time of the Placing the final two principal amortisation payments under the Convertible Bond of $2.45 million each, originally falling due in September and December 2026, by way of issuing 22,380,254 new Ordinary Shares at the Issue Price (at a £:$ rate of 1.2879 (the "Bond Prepayment Shares"), subject to, and on Admission, after which the outstanding principal owing on the Convertible Bond will reduce to $19.6 million (the "Bond Prepayment"). The Bond Prepayment Shares and the Bond Prepayment do not form part of the Fundraise. As a consequence of the Fundraise, and pursuant to the anti-dilution provisions of the Convertible Bond, the Company expects that there will be a minor adjustment to the conversion price of the Convertible Bond. There are no adjustments to how the amortisation and interest payments will be calculated if to be satisfied by shares.

Share Option Plan

The Company intends to implement a revised long-term incentive plan (LTIP), replacing the old reserves based and option plans, that include both options and restricted stock units (RSUs). The initial grant is expected to represent approximately 2% of the current issued share capital and is expected to be made as soon as practicable after completion of the Fundraising.  The revised LTIP will have an overall limit of 10% of the issued share capital.

Conditions relating to the Fundraise

The Fundraise is conditional, inter alia, upon:

a)       the Placing Agreement becoming unconditional in all respects (save for Admission occurring) and not having been terminated in accordance with its terms;

b)       Admission becoming effective by no later than 8.00 a.m. on 2 August 2024 (or such later time and/or date as the Company and Joint Bookrunners may agree (being not later than 8.00 a.m. on 9 August 2024).

Further details of the conditions of the Placing and the Placing Agreement are set out in the Appendix, under the heading 'Conditions of the Placing'.

Accordingly, if such conditions are not satisfied or, if applicable, waived, the Fundraise will not proceed.

The Fundraise is not underwritten by Canaccord, Zeus Capital or any other person.

Settlement and dealings

The New Ordinary Shares will be in registered form and will be capable of being held in either certificated or uncertificated form (i.e. in CREST). Accordingly, following Admission, settlement of transactions in the Ordinary Shares may take place within the CREST system if a Shareholder so wishes.

The ISIN number of the New Ordinary Shares is GB00B125SX82. The TIDM is PANR.

Risk Factors

Any investment in the Company is subject to a number of material risks and uncertainties. Accordingly, prospective investors should carefully consider the material operational, engineering, geological, commodity price, political, financing, liquidity, foreign exchange, resource estimation and other risks of investing in an AIM-quoted company operating in the natural resources sector, other information contained in this Announcement and any other publicly available information about the Company before making a decision whether to invest in the Company.

Before making an investment, prospective investors are strongly advised to consult an investment adviser authorised under the Financial Services and Markets Act 2000, as amended ("FSMA") who specialises in investments of this kind. A prospective investor should consider carefully whether an investment in the Company is suitable in the light of his or her personal circumstances, the financial resources available to him or her and his or her ability to bear any loss which might result from such investment.

IMPORTANT INFORMATION

This Announcement is released by Pantheon Resources plc and contains inside information for the purposes of Article 7 of UK MAR. It is disclosed in accordance with the Group's obligations under Article 17 of UK MAR.

No action has been taken by the Group or the Joint Bookrunners, or any of their respective affiliates, that would, or which is intended to, permit a public offer of the New Ordinary Shares in any jurisdiction or the possession or distribution of this Announcement or any other offering or publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus has been made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Regulation) to be published.

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

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

In accordance with the AIM Rules - Note for Mining and Oil & Gas Companies - June 2009, the information contained in this Announcement has been reviewed and signed off by Jay Cheatham, a qualified Chemical & Petroleum Engineer, who has over 40 years' relevant experience within the sector.

Information for Distributors

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of investors who meet the criteria of retail and professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary 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 and professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary 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. Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Proposals. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties, as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, neither the UK Target Market Assessment nor the EU Target Market Assessment constitutes: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares pursuant to the Fundraise.

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

IMPORTANT NOTICES

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION; AND/OR (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN THE PROSPECTUS REGULATION WHO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN PANTHEON RESOURCES PLC.

THE NEW ORDINARY SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE NEW ORDINARY SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND WITHIN THE UNITED STATES TO CERTAIN QUALIFIED INSTITUTIONAL BUYERS (WITHIN THE MEANING OF RULE 144A OF THE SECURITIES ACT) OR ACCREDITED INVESTORS AS DEFINED BY REGULATION D UNDER THE SECURITIES ACT IN TRANSACTIONS NOT INVOLVING A PUBLIC ‎OFFERING IN THE UNITED STATES. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE FUNDRAISE OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF THE NEW ORDINARY SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN THE NEW ORDINARY 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 A DISPOSAL OF THEIR SHARES.

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

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

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

This Announcement is not being distributed by, nor has it been approved for the purposes of section ‎‎21 of the Financial Services and Markets Act 2000, as amended ("FSMA") by the Joint Bookrunners or any other persons authorised under FSMA. This Announcement is being distributed and ‎communicated to persons in the United Kingdom only in circumstances in which section ‎‎21(1) of FSMA does not apply or otherwise falls within a relevant exemption. No prospectus will be ‎made available in connection with the matters contained in this Announcement and no such ‎prospectus is required (in accordance with the Prospectus Regulation) to be published. Persons ‎needing advice should consult an independent financial adviser.‎

This Announcement is only directed at persons in Australia, who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and where such action complies with all applicable laws, regulations and directives and does not require any document to be lodged with the Australian Securities and Investments Commission.

This Announcement is only directed at persons in Singapore, who are: (a) "institutional investors" (as defined in section 4A(1)(c) of the Securities and Futures Act 2001 of Singapore (the "SFA")); or (b) a "relevant person" (as defined in section 275(2) of the SFA); or (c) a person to whom an offer is being made, pursuant to section 275(1A) of the SFA, in compliance with all applicable laws, regulations and directives. Pursuant to section 309B of the SFA, persons in Singapore are notified that the New Ordinary Shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission, the Japanese Ministry of Finance or the Financial Markets Authority of New Zealand and the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the New Ordinary Shares and the New Ordinary Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the New Ordinary Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

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

By participating in the Placing, each person who is invited to and who chooses to participate in the Placing (a "Placee") by making an oral and legally binding offer to acquire Placing Shares 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 the Appendix.

This Announcement may 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, risks associated with the oil and gas industry in general (e.g. operational risks in exploration, development and production; the uncertainty of reserve estimates; and health, safety and environmental risks), constraint in the availability of services or equipment, commodity price fluctuations, changes in legislation impacting the oil and gas industry, adverse weather conditions and uncertainties resulting from potential delays or changes in plans with respect to exploration or development projects or capital expenditures, United Kingdom domestic and global economic business conditions, market-related risks such as fluctuations in interest rates and exchange rates, 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 respective 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.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Ordinary Shares. Any investment decision to subscribe New Ordinary Shares in the Fundraise must be made solely on the basis of information contained in this Announcement.

This Announcement has not been approved by any competent regulatory authority. Canaccord is nominated adviser, sole broker and joint bookrunner to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Canaccord will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.

Zeus Capital is joint bookrunner to the Company, authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Fundraise and Admission or any other matters referred to in this Announcement and Zeus Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Fundraise, Admission or any other matters referred to in this Announcement.

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, Zeus Capital  or by any of their respective ‎affiliates or their affiliates' agents, directors, officers and employees, respectively, 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 (whether in tort, contract or otherwise) is expressly disclaimed.‎

The responsibilities of Canaccord as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

No statement in this Announcement or in any previous announcement or in any previous presentation issued by the Company was or is intended to be a profit forecast or estimate, and no statement in this Announcement nor in any previous announcement or in any previous presentation issued by the Company 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 price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.

This Announcement has been issued by, and is the sole responsibility, of the Company. No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord, Zeus Capital or by any of their respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

General

By participating in the Bookbuilding Process and the Placing, 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. Upon being notified of its allocation of Placing Shares, a Placee who chooses to participate in the Placing by making an oral and legally binding offer shall be contractually committed to acquire the number of placing shares allocated to it and to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

Details of the Placing Agreement and the Placing Shares

The Company and the Joint Bookrunners have entered into the Placing Agreement, pursuant to which, each of the Joint Bookrunners have, subject to the terms and conditions set out in that agreement, agreed to use reasonable endeavours, as agents of the Company, to procure subscribers for the Placing Shares pursuant to the Bookbuilding Process described in this Announcement and as set out in the Placing Agreement.

The Placing is conditional on the Placing Agreement becoming unconditional and not being terminated in accordance with its terms.

The Placing is not being underwritten by either of the Joint Bookrunners.

The Placing Shares will, when issued, be subject to the Articles, be credited as fully paid and rank pari passu in all respects with each other and with the New Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid in respect of the New Ordinary Shares after Admission.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for Admission

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction or waiver of the conditions of the Placing Agreement (the "Conditions"), it is expected that Admission will take place and dealings in the Placing Shares will commence on AIM on or around 8.00 a.m. on 2 August 2024 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing (being not later than 8.00 a.m. on 9 August 2024))‎.

Bookbuilding Process

Commencing today, the Joint Bookrunners will be conducting a Bookbuilding Process to determine demand for participation in the Placing by Placees. This Announcement gives details of the terms and conditions of, and the mechanics of participation in, the Placing. However, the Joint Bookrunners will be entitled to effect the Placing by such alternative method to the Bookbuilding Process as it may, after consultation with the Company, determine. No commissions will be paid by or to Placees in respect of any participation in the Placing or subscription for Placing Shares.

Participation in, and principal terms of, the Bookbuilding Process

Participation in the Placing is by invitation only and will only be available to persons who may lawfully be, and are, invited to participate by the relevant Joint Bookrunner. The Joint Bookrunners and the Joint Bookrunners' Affiliates (as defined below) are entitled to participate as Placees in the Bookbuilding Process.

The Bookbuilding Process will establish the number of Placing Shares to be issued pursuant to the Placing.

The Bookbuild has opened and will be closed at the discretion of the Joint Bookrunners (in consultation with the Company). A further announcement will be made by the Company following the close of the Bookbuilding Process detailing the number of Placing Shares to be subscribed for by the Placees at the Issue Price (the "Placing Results Announcement").

A bid in the Bookbuilding Process will be made on the terms and conditions in this Announcement and will be legally binding on the Placee on behalf of which it is made and, except with the Joint Bookrunners' consent will not be capable of variation or revocation after the close of the Bookbuilding Process.

A Placee who wishes to participate in the Bookbuilding Process should communicate its bid by telephone to its usual sales contact at the appropriate Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. If successful, the applicable Bookrunner will re-contact and confirm orally to Placees following the close of the Bookbuilding Process the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. Oral confirmation from the relevant Bookrunner of the size of allocations and each Placee's oral commitments to accept the same will constitute an irrevocable legally binding agreement in favour of the Company and the relevant Bookrunner pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out herein and in accordance with the Articles. Each Placee's allocation and commitment will be evidenced by a trade confirmation issued by the appropriate Bookrunner to such Placee. The terms of this Appendix will be deemed incorporated in that trade confirmation.

The Joint Bookrunners reserve the right to scale back the number of Placing Shares to be subscribed by any Placee, not to accept offers to subscribe for Placing Shares or to accept such offers in part rather than in whole. The acceptance and, if applicable, scaling back of offers shall be at the absolute discretion of  the Joint Bookrunners, after consultation with the Company.

Each Placee's obligations will be owed to the Company and to the relevant Bookrunner. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Company and the relevant Bookrunner, as agent of the Company, to pay to the relevant Bookrunner (or as the Bookrunner may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares allocated to such Placee. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

To the fullest extent permissible by law, neither the Joint Bookrunners nor any Joint Bookrunner Affiliate, nor any person acting on their behalf shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither of the Joint Bookrunners, any Joint Bookrunner Affiliate, nor any person acting on their behalf shall have any liability (including, to the extent legally permissible, any fiduciary duties), in respect of its conduct of the Bookbuilding Process or of such alternative method of effecting the Placing as the Joint Bookrunners may determine.

All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment or waiver of the conditions referred to in this Announcement (including without limitation those referred to below under "Conditions of the Placing") and the Placing Agreement not having been terminated in accordance with their terms. By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

The obligations of the Joint Bookrunners under the Placing Agreement are conditional, among other things, upon:

(a)        the performance by the Company of its obligations under the Placing Agreement to the extent that they fall to be performed prior to Admission;

(b)        the warranties on the part of the Company contained in the Placing Agreement being true and accurate on and as of the date of the Placing Agreement and on Admission;

(c)        the Company having provided evidence satisfactory to the Joint Bookrunners that they have received in cleared funds, the proceeds of the Subscription by no later than 12.00 p.m. on the Business Day prior to ‎Admission;

(d)        the obligations of the Joint Bookrunners not having been terminated pursuant to the Placing Agreement and the Placing Agreement otherwise becoming unconditional; and

(e)        Admission of the Placing Shares occurring not later than 8.00 a.m. on 2 August 2024 or such later time and/or date as the Joint Bookrunners and the Company may agree (but in any event not later than 8.00 a.m. on 9 August 2024).

If (a) any of the Conditions of the Placing Agreement are not fulfilled or to the extent permitted under the Placing Agreement waived by the Joint Bookrunners; or (b) the Placing Agreement is terminated in the circumstances specified below, the 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.

The Joint Bookrunners may, in their absolute discretion and upon such terms as they think fit, waive fulfilment of all or any of the conditions in the Placing Agreement in whole or in part, or extend the time provided for fulfilment of one or more conditions, save that certain conditions including the condition relating to Admission may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

Neither of the Joint Bookrunners, any Joint Bookrunner Affiliate, the Company, nor any subsidiary of the Company, nor any branch, affiliate or associated undertaking of any such company nor any of their respective directors, officers and employees (each a "Pantheon Affiliate") 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 it 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.

By participating in the Placing, each Placee agrees that the Joint Bookrunners' rights and obligations in respect of the Placing terminate, inter alia, in the circumstances described below under "Right to terminate under the Placing Agreement".

Right to terminate under the Placing Agreement

The Joint Bookrunners are entitled to terminate the Placing Agreement in certain circumstances prior to Admission, in particular, in the event that:

1.    any of the warranties given in the Placing Agreement are not true and accurate when given at the date of the Placing Agreement or would not be true and accurate when repeated, which the Joint Bookrunners consider to be material in the context of the Placing;

2.    the Company has failed to comply, in any material respect, with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including UK MAR and the AIM Rules) in relation to the Placing;

3.    there has been any adverse change in, or any development reasonably likely to involve a prospective adverse change in, or affecting, the condition (financial, operational, legal or otherwise), earnings, business, management, properties, assets, rights or results of operations which is material in the context of the Company, taken as a whole; or

4.    there has been a general moratorium on commercial banking activities in the United Kingdom, a change or the introduction of any law, regulation or policy which, in the reasonable opinion of the Joint Bookrunners, is likely to materially and adversely affect the market's position or prospects of the Company taken as a whole or any other crisis of international or national effect or any change in any currency exchange rates or controls or in any financial, political, economic or market conditions or in market sentiment which, in any such case, in the reasonable opinion of the Joint Bookrunners is materially adverse.

By participating in the Placing, each Placee agrees 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, to the fullest extent permitted by law, neither the Company, neither of the Joint Bookrunners, any Joint Bookrunner Affiliate, nor any Pantheon Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise.

No Admission Document or Prospectus

No admission document, offering document or prospectus has been or will be prepared in relation to the Placing and no such prospectus is required (in accordance with the Prospectus Regulation) to be published or submitted to be approved by the FCA and Placees' commitments will be made solely on the basis of the information contained in this Announcement and in any Exchange 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 to the Joint Bookrunners and the Company that it has not relied on any information, representation, warranty or statement made by or on behalf of the Joint Bookrunners (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any Joint Bookrunner Affiliate, any persons acting on their behalf or the Company or any Pantheon Affiliate and neither of the Joint Bookrunners, any Joint Bookrunner Affiliate, any persons acting on their behalf, the Company, any Pantheon Affiliate nor any persons acting on their behalf will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, each Placee acknowledges to and agrees with the Joint Bookrunners for itself and as agent for the Company that, except in relation to the information contained in this Announcement, it has relied on its own investigation of the business, financial or other position of the Company in deciding whether to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and settlement

Settlement of transactions in the Placing Shares following Admission will take place within the CREST system, using the delivery versus payment mechanism, subject to certain exceptions. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means as they may deem necessary, including, without limitation, 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.

The expected timetable for settlement will be as follows:

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 (in pounds sterling) to the Joint Bookrunners and settlement instructions. Placees should settle against the appropriate Bookrunner's CREST ID shown above. It is expected that such trade confirmation will be despatched on the expected trade date shown above. Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with the appropriate Bookrunner.

It is expected that settlement will take place on the Settlement Date shown above on a delivery versus payment basis in accordance with the instructions set out in the trade confirmation unless otherwise notified by the relevant Bookrunner.

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 HSBC Bank Plc.

Each Placee is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the Placing Shares allocated to the Placee on such Placee's behalf and retain from the proceeds, for the Company's own account and profit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The Placee will, however, remain liable for any shortfall below the aggregate amount owed by such Placee and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf and shall indemnify the Joint Bookrunners and the Company on demand in respect of any such amounts.

If Placing Shares are to be delivered to a custodian or settlement agent, the Placee should ensure that the trade confirmation 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 any levy, 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.

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) and acknowledges that its participation in the Placing and the issue of the Placing Shares will be governed by the terms of this Announcement (including this Appendix);

2.     acknowledges that no prospectus, admission document or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Bookbuilding Process, the Placing or the Placing Shares;

3.     agrees to indemnify on an after-tax basis and hold harmless each of the Company, the Joint Bookrunners, Joint Bookrunner Affiliates and Pantheon Affiliates and any person acting on their behalf from any and all costs, losses, 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 Placing Shares will be admitted to trading on AIM and the Company is therefore required to publish and has published certain business and financial information in accordance with the AIM Rules and UK MAR and other applicable laws and regulations (the "Exchange Information"), which includes the Company's announcements and circulars published in the past 12 months, and that the Placee is able to obtain or access this Exchange Information, without undue difficulty, and is aware of the contents of the Exchange Information;

5.     acknowledges that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

6.    agrees that it has no rights against the Joint Bookrunners or the Company, or any of their respective officers, directors or employees, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999 and 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, to the fullest extent permitted by law, neither the Company, the Joint Bookrunners, any Joint Bookrunner Affiliate nor any Pantheon Affiliate shall have any liability whatsoever to the Placees in connection with any such exercise or failure to so exercise;

7.     acknowledges that neither Joint Bookrunners, any Joint Bookrunner Affiliate, or 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 any Joint Bookrunner, nor any Joint Bookrunner Affiliate, nor any person acting on their behalf to provide it with any such material or information;

8.     acknowledges that (i) neither of the Joint Bookrunners or any Joint Bookrunner Affiliate, or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of either of the Joint Bookrunners and that the Joint Bookrunners do not have any duties or responsibilities to it (or any person acting on behalf of a Placee) for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, agreements, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right, and (ii) neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to it similar or comparable to the duties of "best execution" and "suitability" imposed by the Conduct of Business Sourcebook contained in the FCA's Handbook of Rules and Guidance, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible to any person other than the Company for providing protections afforded to its clients;

9.     acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor any Joint Bookrunner Affiliate, 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 Joint Bookrunner Affiliate, 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 the Exchange 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 other information whatsoever and in particular it is not relying on any investigation that the Joint Bookrunners, any Joint Bookrunner Affiliate, 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;

10.   acknowledges: (i) it has sufficient 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; (ii) 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; (iii) it has had sufficient time to consider and conduct its own investigation in connection with its subscription for the Placing Shares, including all tax, legal and other economic considerations; and (iv) it has relied upon its own examination of, and due diligence on, the Company, and the terms of the Placing, including the merits and risks involved;

11.   unless paragraph 12 applies, represents and warrants that it has neither received nor relied on any inside information for the purposes of UK MAR and section 56 of the Criminal Justice Act 1993 ("CJA") in relation to the Company or its participation in the Placing;

12.   it acknowledges and agrees that, if it has received any inside information (for the purpose of UK MAR and section 56 of the CJA) in relation to the Company and its securities in advance of the Placing, it has consented to receive inside information for the purposes of UK MAR and the CJA and it acknowledges that it was an insider or a person who has received a market sounding for the purpose of such legislation and it confirms that it has not: (a) dealt (or attempted to deal) in the securities of the Company (or cancelled or amended an order in relation thereto); (b) encouraged, recommended or induced another person to deal in the securities of the Company (or to cancel or amend an order in relation thereto); (c) unlawfully disclosed inside information to any person, in each case, prior to the information being made publicly available;

13.   acknowledges that it is not entitled to rely on any information (including, without limitation, any information contained in any management presentation given in relation to the Placing) other than that contained in this Announcement (including this Appendix) and in any Exchange Information and represents and warrants that it has not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this Announcement or in any Exchange Information;

14.   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 or any Joint Bookrunner Affiliate, or any person acting on their behalf and understands that (i) none of the Joint Bookrunners, nor any Joint Bookrunner Affiliate, nor any person acting on their behalf has or shall have any liability for any public information relating to the Company or otherwise or any representation; (ii) none of the Joint Bookrunners, nor any Joint Bookrunner Affiliate, 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) none of the Joint Bookrunners, nor any Joint Bookrunner Affiliate, 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;

15.   represents and warrants that (i) it is permitted to acquire the Placing Shares for which it is subscribing 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 or necessary in connection with its subscription for Placing Shares and its participation in the Placing and has complied with all other necessary formalities in connection therewith; (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 subscription for Placing Shares and its participation in the Placing in any territory; and (v) it has not taken any action which will or may result in the Company, the Joint Bookrunners or any Joint Bookrunner Affiliate, or Pantheon Affiliate 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;

16.   represents and warrants that it understands that the Placing Shares have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and are not being offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act;

17.   represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" in the United States as defined in Regulation S;

18.   represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for the Placing Shares is subscribing for the Placing Shares for investment purposes and is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States;

19.   represents and warrants that it and the person(s), if any, for whose account or benefit it is subscribing for Placing Shares is, and at the time it subscribes for the Placing Shares will be either (a) outside the United States of America and acquiring the Placing Shares in an "offshore transaction" as defined in and pursuant to Regulation S; or (b) if in the United States of America, a qualified institutional buyer within the meaning of Rule 144A under the Securities Act and will have duly executed an investor letter in the form provided to it;

20.   represents and warrants that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States of America;

21.   represents and warrants that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares;

22.   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 Securities Act;

23.   represents and warrants that, where it is resident in Australia, it is a person who it is lawful to offer the shares to be issued under the Placing without disclosure under Chapter 6D of the Australian Corporations Act (including those who are "sophisticated investors" as set out in section 708(8) of the Australian Corporations Act or who are "professional investors" as set out in section 708(11) of the Australian Corporations Act), and it acknowledges that no document is being lodged with ASIC;

24.   represents and warrants that, where it is resident in Singapore, it is: (a) an "institutional investor" (as defined in section 4A(1)(c) of the Securities and Futures Act 2001 of Singapore (the "SFA")); or (b) a "relevant person" (as defined in section 275(2) of the SFA); or (c) a person to whom an offer is being made, pursuant to section 275(1A) of the SFA, in compliance with all applicable laws, regulations and directives and that it understands (i) pursuant to section 309B of the SFA, that the Placing Shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products); and (ii) there are on-sale restrictions in Singapore that may be applicable to investors who acquire Placing Shares. As such, investors are advised to consider carefully whether the investment is suitable for them and seek independent professional advice to acquaint themselves with the SFA provisions relating to resale restrictions in Singapore and comply accordingly;

25.   represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the 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 Prospectus Regulation other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation; or persons in the United Kingdom other than "qualified investors" as defined in Article 2(e) of the Prospectus Regulation; or in circumstances in which the prior consent of the Joint Bookrunners has been given to such an offer or resale;

26.   represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares: (i) to the public in any member state of the European Economic Area or (ii) to the public in the United Kingdom, except (in each case) in circumstances falling within Article 1(4) of the Prospectus Regulation which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the Prospectus Regulation;

27.   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 and it acknowledges and agrees that this Announcement has not been approved by the Joint Bookrunners in their capacity as authorised persons under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

28.   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;

29.   represents and warrants: (i) that it has complied, and will comply, with its obligations under the laws and regulations of all relevant jurisdictions which apply to it (including, where applicable, the CJA and MAR, the Criminal Justice Act 1988, the Terrorism Act 2000, the Anti-Terrorism, Crime and Security Act 2001, the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2006, the Counter-Terrorism Act 2008 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, as amended and the Senior Management Arrangements, Systems and Controls (SYSC) Sourcebook of the FCA) and, to the extent applicable, any subordinate legislation and related or similar rules, regulations of any body having jurisdiction in respect thereof (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); and (ii) that it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act 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; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom, the U.S. Commerce Department Bureau of Industry and Security Denied Persons List, Entity List or Unverified List, the U.S. Treasury Department Office of Foreign Asset Controls Specially Designated National and Blocked Persons List or the U.S. State Department Directorate of Defense Trade Controls Debarred Parties List; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations ((i) and (ii), together, the "Regulations");

30.   if in the United Kingdom, represents and warrants that: (a) it is a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5) of the FPO, or (b) it is a person who falls within Article 49(2) (a) to (d) ("High Net Worth Companies, Unincorporated Associations etc") of the FPO, and (c) it is a qualified investor as defined in Article 2(e) of the Prospectus Regulation, acting as principal or in circumstances to which section 86(2) of FSMA applies, and (d) it is person to whom this Announcement may otherwise lawfully be communicated;

31.   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;

32.   undertakes that it (and any person acting on its behalf) will pay for the Placing Shares acquired by it in accordance with this Announcement and with any trade confirmation sent by the appropriate Bookrunner (or on its behalf) to it in respect of its allocation of Placing Shares and their participation in the Placing on the due time and date set out therein (or as otherwise notified by the Joint Bookrunners) against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other Placees or sold as the Joint Bookrunners 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 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 and shall indemnify on an after-tax basis and hold harmless the Company and the Joint Bookrunners in the event that any of the Company or any Pantheon Affiliate or the Joint Bookrunners or any Joint Bookrunner Affiliate has incurred any such liability to stamp duty or stamp duty reserve tax;

33.   acknowledges that neither of the Joint Bookrunners, nor any Joint Bookrunner Affiliate 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 no Joint Bookrunner, nor any Joint Bookrunner Affiliate 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;

34.   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 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 allotted to the CREST stock account of the appropriate Joint Bookrunner 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;

35.   acknowledges that it irrevocably appoints any director of the appropriate Joint 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 the Placing Shares allocated to it and agreed to be taken up by it under the Placing to be credited to the CREST stock account it has specified or for it to be registered as the holder of any of the Placing Shares allocated to it and agreed to be taken up by it under the Placing;

36.   represents and warrants that it is not a resident of Canada, Japan, New Zealand or the Republic of South Africa and acknowledges that the Placing Shares have not been and will not be registered nor will a prospectus be approved, registered or published 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;

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

38.   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 the Joint Bookrunners will be responsible. If this is the case, the Placee should take its own advice and notify the appropriate Joint Bookrunner accordingly;

39.   acknowledges that when a Placee or any person acting on behalf of the Placee is dealing with a Joint Bookrunner, any money held in an account with a Joint 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 and 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 in accordance with the client money rules and will be used by a Joint Bookrunner in the course of its business; and the Placee will rank only as a general creditor of the Joint Bookrunner (as the case may be);

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

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

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

43.   acknowledges and agrees that its commitment to subscribe for Placing Shares on the terms and conditions set out herein 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 or the Joint Bookrunners' conduct of the Placing;

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

45.   acknowledges and agrees that any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to the Joint Bookrunners;

46.   acknowledges and agrees that it will be bound by the terms of the Articles and that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its Ordinary Shares in accordance with the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA;

47.   acknowledges and agrees that these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Placing and any non-contractual obligations arising out of or in connection with such agreements will 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 in relation to any claim, dispute or matter arising out of or in connection with any such agreements and any non-contractual obligations arising out of or in connection with such agreements, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Joint Bookrunners in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange; and

48.   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.

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 any Joint Bookrunner Affiliate or Pantheon Affiliate and any person acting on their behalf) and are irrevocable.

No claim shall be made against the Company, the Joint Bookrunners, any Joint Bookrunner Affiliate, any Pantheon Affiliate, or any other person acting on behalf of any of such persons by a Placee to recover any damage, cost, loss, charge or expense which it may suffer or incur by reason of or arising from or in connection with the performance of its obligations hereunder or otherwise howsoever in connection with the Placing or Admission, to the extent permitted under English law.

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 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 either of 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 or any Pantheon Affiliate or the Joint Bookrunners or any Joint Bookrunner Affiliate 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.

References to time in this Announcement are to London time, unless otherwise stated. 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 and agrees that the Joint Bookrunners, or any Joint Bookrunner Affiliate 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 and, if so, undertakes to provide:

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

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

(c) such other "know your client" information as either of the Joint Bookrunners may reasonably request (including, in order to ensure compliance with the Regulations).

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

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Joint Bookrunners.

DEFINITIONS

The following definitions apply throughout this Announcement, unless the context requires otherwise:

Unless otherwise indicated, all references in this Announcement to "GBP", "£", "pounds sterling", "pounds", "sterling", "pence" or "p" are to the lawful currency of the United Kingdom and all references to "$", "US$", "USD" or "US dollars" are to the lawful currency of the United States.