Acquisition, Placing & Retail Offer

Helix Exploration PLC

02 July 2026

 

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THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (AS AMENDED) (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR.  UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.

2 July 2026

Helix Exploration PLC

("Helix" or the "Company")

Conditional Acquisition of Keyes Helium Complex

&

Placing to raise up to £16 million

and

Retail Offer of up to £1.6 million

Strategic acquisition of liquefaction plant in Oklahoma enables Helix to capture the full margin from wellhead to liquid delivery

Helix Exploration PLC (AIM: HEX, OTCQB: HEXFF), the US based helium producer, is pleased to announce it has entered into a conditional share purchase agreement ("SPA") to acquire the Keyes helium complex ("Keyes Helium Complex"), a strategically located helium purification and liquefaction facility in Oklahoma for aggregate consideration of US$11 million ("Acquisition"). As Helix currently produces raw helium at Rudyard, owning the Keyes Helium Complex will enable the Company to capture the full margin from wellhead to liquid delivery as well as the diversification of revenue streams through third-party tolling liquefaction.

Concurrently with the conditional Acquisition, the Company announces a proposed equity offering to raise up to £16 million (gross proceeds) by way of an institutional placing (the "Placing") of new Ordinary Shares ("Placing Shares") at an issue price of 22 pence per share ("Issue Price") to accelerate resource monetisation at Rudyard and unlock meaningful production and cash flow upside, taking advantage of the macro environment for helium production.  

In addition to the Placing, the Company has separately engaged RetailBook to undertake a retail offer to both existing and new retail investors via the RetailBook platform (the "Retail Offer", together with the Placing, the "Fundraising") of up to £1.6 million (gross proceeds) at the Issue Price via the issue of further new Ordinary Shares (the "Retail Offer Shares"). No part of the proposed Fundraising is being underwritten. A separate announcement will be made shortly by the Company regarding the Retail Offer.

Highlights

Keyes Acquisition

·    Diversification of Revenue - Helix currently produces raw helium at Rudyard. Owning the Keyes Helium Complex enables the potential to capture the full margin from wellhead through to liquid delivery and to diversify the Company's revenue streams.

o  Higher Liquid-Helium Pricing - Critical end uses (MRI, semiconductors, aerospace, cryogenics) have no substitutes in which supports a structural premium for liquid helium.

o  Global Buyer Universe - Liquefaction enables Helix to serve buyers worldwide - well beyond the reach of regional gas customers.

o  Premium Export Channels - In liquid form, helium can move to markets across Asia and North America, where scarcity supports the strongest pricing and the longest dated take or pay contracts.

o  Diversified Offtake Risk - Selling across multiple end markets reduces single-buyer dependence and strengthens leverage on price and contract terms.

o  Multi-Source Aggregation - Intention to combine helium from multiple fields and producers into a single resilient supply stream.

·    Positions Helix as an Independent, Multi-Source US Liquefier with Both Own Production and Liquefaction Infrastructure - unlike liquefiers tied to single sources, Keyes Helium Complex can process helium from Helix's production, third-party suppliers and tube trailers, positioning the Company to monetise increasingly fragmented helium supply as legacy production declines.

o  Keyes Helium Complex is one of only six operational US helium liquefaction facilities and is independent of the major industrial gas companies.

·    Acquiring at a 65% Discount to Replacement Cost - at US$11 million total consideration vs. a ~US$31 million replacement cost (±20%), Helix is acquiring a critical infrastructure asset at a c.65% discount, with an established revenue base of US$2.91 million and EBITDA of US$1.42 million for the 5 months ended 31 May 2026.

·    Keyes Is Well Suited to the Explorer Market - as the Hugoton and Cliffside system continues its well documented decline, the helium produced across the region will increasingly seek new paths to market. The Keyes Helium Complex is a modestly scaled liquefaction unit that is ideally matched to the needs of independent explorers. With the capacity for full, one hundred percent tolling, it can process explorer gas alongside crude helium drawn from the former United States Bureau of Land Management crude helium reserve, giving producers a flexible and dependable route to liquid supply.

Placing & Retail Offer

·    Intention to raise up to £16 million (before expenses) through a Placing at the Issue Price of 22 pence per share.

·    The Issue Price represents a discount of approximately 15.4 per cent to the closing mid-market price of 26 pence per Ordinary Share on 2 July 2026, being the latest practicable date prior to the publication of this Announcement.

·    The Placing is to be conducted by way of an accelerated bookbuild process ("Bookbuild"), to commence immediately following this Announcement and will be subject to the terms and conditions set out in Appendix II to this Announcement.

·    The final number of Placing Shares will be determined by the sole bookrunner, Hannam & Partners ("H&P"), at the close of the Bookbuild (as defined below) and the result of the Placing (the "Placing Results") will be announced as soon as practicable thereafter. The timing for the close of the Bookbuild and the allocation of the Placing Shares will be agreed between H&P and the Company following the close of the Bookbuild.

·    The net proceeds of the Placing are intended to be applied towards the Acquisition and as well as additional Rudyard drilling, with four new production wells targeted at US$1.0 million per well, drilling into known reserves in order to generate material production and cash flow uplift.

·    The Company also intends to conduct a Retail Offer to both existing and new retail investors via the RetailBook platform for up to a further £1.6 million at the Issue Price.

·    The Company's largest shareholder, Drachs Investments No.3 Ltd ("Drachs"), has indicated its intention to invest approximately £7m under the Placing. As part of its investment, Drachs will be entitled to appoint two non-executive directors and one observer to the Board whom will be granted options in three separate tranches on their appointment.

Bo Sears, Chief Executive Officer of Helix, commented: "The conditional acquisition of the Keyes Helium Complex is a strategically significant step that positions Helix within a rapidly tightening US helium market. Domestic supply remains structurally constrained, with the winding down of the BLM Cliffside system, declining production across the Hugoton region, and a supply chain in which a small number of major suppliers manage most of the available allocations. These dynamics have driven spot helium prices up by approximately 33 per cent year over year, with periodic spikes exceeding 50 per cent.

"At the same time, demand is accelerating across critical, high growth industries including artificial intelligence, semiconductors, medical imaging and aerospace. As an independent, multiple source liquefier, Helix combines its own production with strategically located infrastructure and full tolling capability. The Keyes Helium Complex is modestly scaled and well suited to the explorer market as it can process explorer gas alongside crude helium drawn from the former United States Bureau of Land Management reserve.

"This position allows Helix to help bridge the widening gap between supply and demand and to give customers a reliable, independent source of supply. It also allows us to work constructively alongside the established industrial gas companies and smaller producers alike, and we see meaningful opportunity to collaborate on helium sales and distribution as the market continues to evolve."

Share Purchase Agreement

Helix has entered into the SPA with Badger Midstream Energy L.P. ("Badger Midstream" or the "Seller") pursuant to which Helix Keyes, LLC (being a wholly owned subsidiary of Helix) shall acquire all of the issued equity share capital of elcHenergy, LLC and Midstream Energy Services, LLC and its wholly owned subsidiary, Keyes Helium Company, LLC (together, "Keyes Group"). The aggregate consideration for the Acquisition is US$11 million ("Consideration"), of which US$10 million is payable in cash ("Cash Consideration") and US$1 million in new Ordinary Shares in Helix ("Consideration Shares") issued at 37 pence per share (being the 30-day trailing volume weighted average of Helix's shares prior to signing).

The Cash Consideration will be paid out of the proceeds of the Placing and is subject to a standard post-completion working capital adjustment.

The Consideration Shares will be issued to Badger Midstream at Admission (as defined below) and are subject to a customary lock-up for six months from completion ("Completion") and a standard orderly marketing arrangement for a further period of six months thereafter.

The SPA contains customary warranties and covenants with respect to Keyes' business and assets, subject to certain limitations of liability as to time and quantum. US$1 million of the cash component of the Consideration will be held back in escrow with a third party for a period of 12 months from Completion, by way of security against future warranty or indemnity claims made against the Seller under the SPA. 

Completion of the Acquisition is expected to occur shortly following Admission, upon receipt of the Cash Consideration due to the Badger Midstream under the SPA when all of the transaction documents will be released from escrow.

Helix has also entered into certain agreements ancillary to the main SPA including an operating and management agreement and asset management agreement.

Rationale for Acquisition

The acquisition of the Keyes Helium Complex represents a strategically significant and, in the Board's view, transformational step for Helix, delivering both immediate operational value and meaningful long term upside. Through this acquisition, Helix establishes an integrated position that spans the helium value chain, from reserves in the ground through to liquefaction, a combination that few independents have ever held.

One of the most compelling aspects of the asset is its on-site capacity for additional gas processing and helium refining. This built in expansion potential gives Helix the flexibility to increase throughput, including volumes from its Rudyard plant, and to enhance value creation over time, without the delay and complexity of developing entirely new infrastructure.

From a financial perspective, the asset already demonstrates strong underlying performance. The Keyes Helium Complex and Keyes Gathering system together have generated total revenue of approximately US$2.91 million and EBITDA of US$1.42 million for the 5 months ended 31 May 2026 (unaudited), underscoring the commercial relevance of the plant and its ability to contribute to the performance of the Group. This established revenue base is particularly attractive when considered alongside the broader strategic opportunities the acquisition unlocks.

Adding to the strength of the business case, a meaningful share of the plant's revenue is underpinned by established, multi-year tolling relationships with a portfolio of industry customers. This contracted foundation supports visibility of forward revenue and lends resilience to the asset's earnings profile, providing a stable base from which the broader strategic opportunities can be pursued.

Beyond its standalone performance, ownership of the Keyes Helium Complex supports a more diversified and integrated business model for the Group. Helix currently produces raw helium at Rudyard, with material production upside targeted through the end of the decade. By owning the asset, the Company gains the potential to capture the full margin across the value chain, from the wellhead through to liquid helium delivery. This integration strengthens profitability potential, diversifies revenue, and reduces reliance on any single stage of the helium supply chain, creating a more resilient operating platform.

Helix is acquiring this critical infrastructure asset for an aggregate consideration of US$11 million, representing an estimated 65 per cent discount to a replacement cost of approximately US$31 million (plus or minus 20 per cent). Replicating a comparable facility today would likely require more than five years, capital expenditure in excess of US$31 million, and the navigation of a regulatory environment that has changed materially, including access restrictions to federal helium land permits that are no longer available. Viewed in this light, the acquisition offers not only financial value but also access to infrastructure that would be exceptionally difficult to recreate.

The Keyes Helium Complex is one of only six operational helium liquefaction facilities in the United States, and it operates on a neutral, independent basis. The acquisition positions Helix as the only independent producer in the country to own both its own production, at Rudyard, and liquefaction infrastructure. The plant is modestly scaled and well suited to the explorer market. With the capacity for full, one hundred per cent tolling, it can process helium from the Company's own wells, from third party suppliers, and from tube trailers, alongside crude helium drawn from the former United States Bureau of Land Management reserve. This flexibility positions Helix to help consolidate an increasingly fragmented helium supply as legacy production declines.

Strategically, the Keyes Helium Complex is well placed to become an increasingly important plant within the North American helium landscape. As the Hugoton and Cliffside system approaches the end of its life, the helium produced across the region will increasingly seek new and flexible routes to market. Because Keyes offers an independent, multiple source solution sized for independent producers, it is well positioned to serve those future volumes. Just as importantly, its neutral position allows Helix to work constructively alongside the established industrial gas companies and smaller producers alike, and the Company sees meaningful opportunity to collaborate on helium sales and distribution as the market continues to evolve. In this context, Keyes is not simply an acquired asset but a potentially critical piece of infrastructure in a changing market.

Details of the Placing

H&P is acting as sole bookrunner in connection with the Placing.

The Placing is subject to the terms and conditions set out in Appendix II. H&P will commence the Bookbuild in respect of the Placing immediately following this announcement.

The timing of the close of the Bookbuild, the number of Placing Shares to be placed as well as allocation of the Placing Shares will be agreed between H&P and the Company following the close of the Bookbuild. The results of the Placing will be announced as soon as practicable following the close of the Bookbuild.

The total number of Placing Shares will not exceed the Company's authority to issue shares on a non-pre-emptive basis.

The Placing is conditional upon, among other things, the Placing Agreement between the Company and H&P, as well as the SPA, not being terminated in accordance with their terms. Appendix II sets out further information relating to the Bookbuild and the terms and conditions of the Placing.

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

Drachs' Participation in Placing

The Company's largest shareholder, Drachs Investments No3 Ltd ("Drachs"), has indicated its intention to participate in the Placing by subscribing for approximately 31,818,182 Placing Shares. At present, Drachs holds 20,000,000 Ordinary Shares, equating to approximately 10.23 per cent of the Company's issued Ordinary Share Capital. Assuming that the Company raises £17.6 million at the Issue Price pursuant to the Fundraising and on the basis of Drachs' intended participation in the Placing, Drachs will hold approximately 18.8 per cent of the enlarged issued Ordinary Share capital of the Company. As part of its investment in the Company, Drachs will be entitled to appoint two non-executive directors to the board as well as a board observer following Admission. These appointment rights are conditional upon Drachs holding not less than 18.8 per cent of the issued Ordinary Share capital following completion of the Fundraising and subject at all times to it continuing to hold not less than 15 per cent of the issued Ordinary Share capital from time to time. The appointments will be subject to the customary due diligence checks and agreement on the terms of their respective appointments and the entry into standard form non-executive letters of appointment and a consultancy agreement. The fees to be paid are expected to be in line with the existing non-executive directors at £24,000 per annum. In addition, it shall be a condition to Drachs' investment that each of their nominated directors and observer shall be granted options over 4.5m ordinary shares in three separate tranches, as follows on their appointment:

Tranche	Number of Options	Exercise Price	Conditions to Exercise	Vesting Criteria	Exercise Period
1	1,500,000	£0.10	Ordinary Shares trading ≥ £0.40 for 10 consecutive trading days	2 years from Admission	5 years
2	1,500,000	£0.16	Ordinary Shares trading ≥ £0.46 for 10 consecutive trading days	3 years from Admission	5 years
3	1,500,000	£0.22	Ordinary Shares trading ≥ £0.52 for 10 consecutive trading days	4 years from Admission	5 years

Retail Offer

The Company has separately engaged RetailBook to undertake a Retail Offer of the Retail Shares at the Issue Price to both existing and new retail investors through the RetailBook platform alongside the Placing.

The Company values its retail shareholder base and believes that it is appropriate to provide its existing retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer at the via the Retail Book platform.

The Retail Offer will be directed at both existing and new retail investors and is intended to give them an opportunity to participate in the Fundraising at the same Issue Price as the Placing. A separate announcement will be made by the Company following the close of the Placing regarding the Retail Offer and its terms. Those investors who subscribe for Retail Offer Shares pursuant to the Retail Offer will do so pursuant to the separate terms and conditions of the Retail Offer that are contained in that announcement. The Placing is not conditional upon any minimum amount being raised under the Retail Offer. For the avoidance of doubt, the Retail Offer is not part of the Placing. The launch of the Retail Offer will be announced separately following this announcement. If the Placing is terminated prior to Admission, the Retail Offer shall also lapse.

No prospectus will be published in connection with the Retail Offer.

Use of Proceeds

In addition to funding the Cash Consideration for the Acquisition, the net Proceeds from the Fundraising will be allocated to working capital to operate and upgrade the Keyes Helium Complex and the acceleration of an expansive drilling campaign at the Rudyard field to increase production.

Approximately US$14.6 million of the net proceeds are to be allocated towards the Acquisition as detailed below:

-     US$10,000,000: Cash Consideration

-     US$2,026,000: Transaction costs

-     US$1,600,000: Working capital adjustment as agreed in the SPA

-     US$500,000: Upgrades to the Keyes Helium Complex to improve operating efficiency

-     US$500,000: Keyes Helium Complex operating costs and working capital. The Company has entered into an Operating and Maintenance Agreement to ensure a smooth transition immediately following the transfer of ownership. The current operating structure will remain in place for a period of time whilst the Helix management team assesses operations and can ensure that it has the necessary resources in place to support operations.

The balance of funds will be deployed to support and accelerate drilling at the Rudyard field. The Company has identified that it is at a unique juncture in the helium landscape and, although drilling could be funded from initial cash flow from current operations, the ability to expedite drilling through additional funding is expected to be commercially beneficial for the Company. Helix plans to allocate $4,000,000 to drill an additional four wells and believes that post the completion of the TSD Acquisition (announced on 8 June 2026) it has all the required inputs to achieve this over approximately the next 12 months.

As at the date of this announcement, Helix has three production wells connected to the onsite PSA facility and is in the process of connecting the fourth well (Inez). With the current well stock operating at prudent flow rates of 1,500 mcf/day, the membrane capacity of the facility will have been reached. As a result, the Company will be allocating US$500,000 to the purchase and installation of a new membrane. This process is independent of drilling operations and can progress alongside drilling.

The addition of another membrane is expected to effectively double the available throughput capacity of the facility to support production expansion and consequently have a direct impact on potential sales volumes and cash flows. The Board believes that by expediting drilling alongside the Acquisition it could facilitate greater sales optionality and negotiating power.

The remaining funds will be allocated towards improving security at Rudyard, operating expenses relating to Treasure State Drilling and general corporate costs that accompany the growth of the Company.

TSD Acquisition

Further to the announcement on 8 June 2026, the TSD Acquisition is expected to complete at the time of Admission. Pursuant to the terms of the TSD Acquisition, the Company will issue the sellers of TSD, 1,300,461 new Ordinary Shares.

Admission, Settlement and Dealings

Application will be made to the London Stock Exchange for the New  Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the New Shares will commence, at 8.00 a.m. on or around 7 July 2026.

The New Shares will, on Admission, rank pari passu in all respects with the existing Ordinary shares ("Existing Ordinary Shares") in issue and will rank in full for all dividends and other distributions declared, made or paid on Ordinary Shares after Admission.

The ISIN number of the Ordinary Shares is GB00BPK66X70. The TIDM is HEX.

 Expected timetable of events

	2026
Announcement of the Placing and Bookbuild	2 July
Announcement of Retail Offer	2 July
Announcement of Placing Results	by 10 a.m. on 3 July
Announcement of Result of Retail Offer	by midday on 3July
Admission and commencement of dealings in the New Shares	8.00 a.m. on 7 July
CREST stock accounts expected to be credited for the New Shares (where applicable)	7 July
Posting of share certificates for the New Shares to be held in certificated form (where applicable)	within 10 working days of Admission
Long Stop Date	20 July

Notes:

1. The Company reserves the right to alter the dates and times referred to above. If any of the dates and times referred to above are altered by the Company, the revised dates and times will be announced through a Regulatory Information Service without delay.

2. All references to time in this expected timetable of events are to London time, unless otherwise stated.

This announcement contains inside information for the purposes of the UK Market Abuse Regulation, and the Directors of the Company are responsible for the release of this announcement.

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement and the detailed Terms and Conditions described in Appendix I. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions of the Placing, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions, as applicable.

Enquiries

Helix Exploration

Bo Sears
Keith Spickelmier	[e-mail]

Cairn - Nominated Adviser

Liam Murray	[phone]
Ludovico Lazzaretti
James Western

Hannam & Partners - Broker

Neil Passmore	[phone]
Leif Powis

Vigo Consulting - IR / PR

Ben Simons	[phone]
Patrick d'Ancona	[e-mail]

Notes to Editors

Helix is a Montana-focused helium producer, listed on the London Stock Exchange. Its flagship Rudyard Project has rapidly evolved into Montana's first producing helium field.

Rudyard hosts three stacked helium-bearing reservoirs within a proven geological setting, with an initial four wells delivering commercial helium flow rates.

Production commenced in February 2026 through an on-site PSA processing facility, supported by established infrastructure and a helium sales agreement with a major industrial gases group.

The project benefits from shallow reservoir depths, low development costs, negligible hydrocarbons or CO₂, and significant expansion potential.

In July 2026, Helix announced the conditional acquisition of the Keyes Helium Complex in Oklahoma which would result in Helix becoming an independent helium producer that also controls liquefaction, enabling the Company to capture the full margin from wellhead to liquid delivery.

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IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor H&P nor Cairn nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Cairn, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Cairn by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, Cairn accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Cairn accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of Cairn 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.

Hannam & Partners, which is authorised and regulated in the United Kingdom by the FCA, is acting as sole broker and bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on H&P by FSMA or the regulatory regime established thereunder, H&P accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. H&P accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

The Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

No public offering of securities is being made in the United States.

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

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the Regulation (EU) 2017/1129 ("EU Prospectus Regulation"), or under Part 1 of Schedule 1 of the Public Offers and Admissions to Trading Regulations 2024 (the "POATR"), as the case may be, which does not result in any requirement for the publication of a prospectus or contravene regulation 12 of POATR. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA, as amended, does not apply.

The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.

The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of 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 appropriate independent financial adviser.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the EU Prospectus Regulation or the POATR, as the case may be) to be published. This Announcement and the terms and conditions set out herein are for information purposes only and are directed only at persons who are: (a) persons in member states ("Member States") of the European Economic Area ("EEA") who are qualified investors as defined in article 2(e) of Prospectus Regulation (EU) 2017/1129; and (b) in the United Kingdom investors who are persons who (i) have professional experience in matters relating to investments falling within the definition of "investment professionals" in article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); (ii) are persons falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated; (all such persons together being referred to as "Relevant Persons").

This Announcement and the terms and conditions set out herein must not be acted on or relied on by persons who are not relevant persons. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this Announcement and the terms and conditions set out herein relates is available only to relevant persons and will be engaged in only with relevant persons.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by H&P, Cairn or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

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

APPENDIX I

Definitions

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

"Acquisition"	the acquisition of all of the issued equity share capital of the Keyes Group on the terms and subject to the conditions of the SPA;
"Admission"	admission of the New Shares to AIM becoming effective in accordance with Rule 29 of the AIM Rules;
"AIM''	the market of that name operated by the London Stock Exchange;
"AIM Rules"	the AIM Rules for Companies (including the guidance notes) published by the London Stock Exchange and as amended from time to time;
"Announcement"	this announcement (including the Appendices which forms part of this announcement);
"Articles"	the articles of association of the Company as adopted and in force from time to time;
"Badger Midstream" or "Seller"	Badger Midstream Energy L.P., being the seller of the Keyes Group;
"Bookbuild"	the accelerated bookbuilding to be conducted by H&P pursuant to the Placing Agreement and this Announcement;
"Business Day"	any day on which banks are usually open for business in England and Wales for the transaction of sterling business, other than a Saturday, Sunday or public holiday;
"Cairn"	Cairn Financial Advisers LLP, nominated adviser to the Company;
"Closing Price"	the closing middle market price of an Existing Ordinary Share as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange;
"Company" or "Helix"	Helix Exploration plc, a company registered in England and Wales with registered number 15160134;
"Consideration Shares"	the 2,023,280 new Ordinary Shares to be issued to the Keyes Seller at Admission pursuant to the terms of the SPA;
"CREST" or "CREST system"	the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the operator (as defined in those regulations);
"CREST Regulations"	the Uncertificated Securities Regulations 2001 (SI2001/3755);
"Directors" or "Board"	the directors of the Company or any duly authorized committee thereof;
"Drachs"	Drachs Investments No3 Ltd;
"EEA"	the European Economic Area, comprising the European Union, Iceland, Liechtenstein and Norway and "Member State" shall be construed accordingly;
"Enlarged Issued Share Capital"	the Ordinary Shares which shall be in issue immediately following Admission;
"Euroclear"	Euroclear UK & International Limited, the operator of CREST;
"EUWA"	the European Union (Withdrawal) Act 2018, as amended;
"EU Prospectus Regulation"	Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 and any relevant implementing measures in any Member State of the European Economic Area;
"Existing Ordinary Shares"	the 195,502,400 Ordinary Shares in issue at the date of this Announcement;
"FCA"	the Financial Conduct Authority;
"FPO"	The Financial Services And Markets Act 2000 (Financial Promotion) Order 2005 (As Amended);
"FSMA"	the Financial Services and Markets Act 2000, as amended;
"Fundraising"	together the Placing and Retail offer;
"Hannam & Partners" or "H&P"	H&P Advisory Ltd, sole broker and bookrunner to the Company, which is authorised and regulated by the FCA;
"Helix Keyes"	Helix Keyes, LLC, being a wholly owned subsidiary of Helix which has been incorporated for the purpose of making the Acquisition;
"HMRC"	HM Revenue & Customs in the UK;
"Issue Price"	22 pence per Placing Share and Retail Offer Share;
"ITA 2007"	Income Tax Act 2007;
"Keyes Group"	together, elcHenergy, LLC, Midstream Energy Services, LLC and its wholly owned subsidiary, Keyes Helium Company, LLC;
"London Stock Exchange"	London Stock Exchange plc;
"Long Stop Date"	20 July 2026;
"MAR" or the "Market Abuse Regulation"	the Market Abuse Regulation (2014/596/EU) as it forms part of UK domestic law pursuant to the EUWA;
"New Shares"	the new Ordinary Shares to be issued, comprising the Placing Shares, the Retail Offer Shares, the Consideration Shares and the TSD Consideration Shares;
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the Company;
"Placee" or "Placees"	any Relevant Person(s) (as such term is defined in Appendix II) including individuals, funds or others, subscribing for and/or purchasing Placing Shares, or on whose behalf a commitment to subscribe for or acquire Placing Shares has been given, pursuant to the Placing;
"Placing"	the placing of the Placing Shares at the Issue Price by H&P on behalf of the Company pursuant to the Placing Agreement;
"Placing Agreement"	the agreement dated 2 July 2026 between the Company, Cairn and H&P relating to the Placing;
"Placing Results"	the final number of Placing Shares determined by H&P, at the close of the Bookbuild and the result of the Placing;
"Placing Shares"	the new Ordinary Shares to be issued pursuant to the Placing, the number of which will be announced by the Company on completion of the Bookbuild;
"POATR"	means the Public Offers and Admissions to Trading Regulations 2024;
"Publicly Available Information"	any information announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement;
"Qualified Investors"	(a) in respect of persons in any Member State of the European Economic Area, persons who are qualified investors (within the meaning of article 2(e) of the EU Prospectus Regulation); or (b) in respect of persons in the United Kingdom: (i) "Investment Professionals" within the of Article 19(5) the FPO; (ii) persons falling within Article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the FPO ; or (iii) persons to whom it may otherwise be lawfully communicated;
"Registrar"	Share Registrars Ltd, the Company's registrar;
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA to receive, process and disseminate regulatory information;
"RetailBook"	the retail capital raising platform owned and operated by Retail Book Limited and known as RetailBook which will host the Retail Offer;
"Retail Offer"	the offer made by the Company to existing Shareholders and new investors of the Retail Offer Shares at the Issue Price via RetailBook in the United Kingdom;
"Retail Offer Shares"	up to 7,272,727 New Shares to be issued by the Company to retail investors in connection with the Retail Offer;
"Securities Act"	the United States Securities Act of 1933, as amended;
"Shareholders"	the holders of Ordinary Shares (as the context requires) at the relevant time;
"SPA"	the share purchase agreement entered into on 2 July 2026 containing the terms and conditions on which Helix Keyes shall make the Acquisition;
"Terms and Conditions"	the terms and conditions in respect of the Placing set out in Appendix II of this Announcement;
"TSD"	Treasure State Drilling, LLC.
"TSD Acquisition"	the acquisition of TSD, details of which were announced by the Company on 8 June 2026 and which is expected to complete at the time of Admission.
"TSD Consideration Shares"	the 1,300,461 new Ordinary Shares to be issued to the sellers of TSD pursuant to the terms of the TSD Acquisition, which is expected to take place at the time of Admission;
"uncertificated" or "in uncertificated" form"	recorded on the relevant register of Ordinary Shares as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;
"United Kingdom" or ''UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and any other area subject to its jurisdiction;
"US Person"	has the meaning set out in Regulation S of the Securities Act;
"£", "pounds sterling", "pence" or "p"	are references to the lawful currency of the United Kingdom; and
"$", "US Dollar"	are references to the lawful currency of the United States of America.

APPENDIX II

Terms and conditions of the Placing

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY H&P, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, OR FOR THE ACCOUNT OR BENEFIT OF, US PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE US SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF 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 PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

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

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

The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa, New Zealand or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, Japan, New Zealand, or the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. The Placing Shares are being offered and sold outside the United States to non-US persons (as defined in Regulation S under the Securities Act) in "offshore transactions" within the meaning of Regulation S.

Market Abuse Regulation

Market soundings, as defined in the UK version ("UK MAR") of the Market Abuse Regulation No. 596/2014 ("EU MAR"), which is part of English law by virtue of the European Union (Withdrawal) Act 2018, as amended, were taken in respect of the Placing, with the result that certain persons became aware of inside information, as permitted by UK MAR. That inside information is set out in this announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of UK MAR. Therefore, those persons that received inside information in a market sounding are no longer in possession of inside information relating to the Company and its securities.

Information 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 Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the 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 any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, H&P will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

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

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the Announcement of which it forms part should seek appropriate advice before taking any action.

The Terms and Conditions should be read in their entirety.

These Terms and Conditions apply to persons making an offer to acquire Placing Shares. Each Placee hereby agrees with H&P and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if any of H&P confirm to such Placee its allocation of Placing Shares.

By participating in the Placing (such participation to be confirmed in and evidenced by either (i) a recorded telephone conversation; or (ii) a contract note or email correspondence, in either case by representatives of H&P, each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and H&P that:

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

2.   it is acquiring the Placing Shares for its own account or is acquiring the Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions; and

3.   it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agreed to comply with the resale and transfer restrictions set out in these Terms and Conditions;

4.   except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) it is and, at the time the Placing Shares are acquired, will be outside the United States and is acquiring the Placing Shares in an "offshore transaction" as defined in and in accordance with Regulation S under the Securities Act; and

5.   if it is a financial intermediary, as that term is used in Article 7(4) of the POATR, that any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of securities to the public, to Qualified Investors, or in circumstances in which the prior consent of H&P has been given to each such proposed offer or resale.

The Company and H&P will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Issue Price and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

Details of the Placing Agreement and the Placing Shares

H&P is acting as agent for and on behalf of the Company in connection with the Placing and H&P, Cairn and the Company have entered into a Placing Agreement, under which H&P has, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure Placees for Placing Shares at the Issue Price. The Placing is not being underwritten by H&P or any other person.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of H&P, following consultation with the Company. Allocations will be confirmed orally or by email by H&P following the close of the Bookbuild. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.

The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "HEX" and with ISIN GB00BPK66X70.

Application for Admission to trading of the Placing Shares on AIM

Application will be made to the London Stock Exchange for Admission to trading on AIM of the Placing Shares. It is expected that settlement of any such Placing Shares and Admission will become effective on or around 8.00 a.m. on 7 July 2026 and that dealings in the Placing Shares will commence at that time. The Placing is conditional upon, amongst other things, Admission becoming effective and the Placing Agreement and the SPA not being terminated in accordance with their terms.

Bookbuild

H&P will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Issue Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

H&P and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

The principal terms of the Placing are as follows:

1.   H&P is arranging the Placing as agent for, and broker of, the Company.

2.   Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by H&P.

3.   H&P, if successful, will establish the number of Placing Shares to be issued at the Issue Price, which will be determined by H&P, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced via the Regulatory Information Service following completion of H&P.

4.   To bid in the Placing, prospective Placees should communicate their bid by telephone to their usual contact at H&P. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Issue Price. Bids may be scaled down by H&P on the basis referred to in paragraph 8 below.

5.   The timing of the closing of the Bookbuild will be at the discretion of H&P. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6.   Allocations of the Placing Shares will be determined by H&P, following consultation with the Company. Each Placee's allocation will be confirmed to Placees, orally or by email, by H&P following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from H&P will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of H&P and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with H&P's consent, such commitment will not be capable of variation or revocation.

7.   The Company will make a further announcement following the close of H&P detailing the number of Placing Shares to be issued at the Issue Price.

8.   Subject to paragraphs 4 and 5 above, H&P may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at H&P's discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. H&P may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9.   A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and, except with H&P's consent, will not be capable of variation or revocation from the time at which it is submitted.

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

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

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

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

14.  To the fullest extent permissible by law and the applicable rules of the FCA, neither H&P, nor any of their affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither H&P, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of H&P's conduct of the Placing or of such alternative method of effecting the Placing as H&P and the Company may determine.

Conditions of the Placing

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

H&P's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

1.   the delivery by the Company to H&P of certain documents required under the Placing Agreement;

2.   escrow completion of the Acquisition having taken place in accordance with the terms of the SPA, such that completion shall take place shortly after Admission and with all completion deliverables being released from escrow upon receipt of the cash Consideration due under the SPA;

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

4.   each of the warranties given by the Company in the Placing Agreement being true and accurate in all respects and not misleading on the date of the Placing Agreement, the date of the Placing Results Agreement and at Admission;

5.   the issue and allotment of the Placing Shares, conditional only upon Admission;

6.   Admission occurring by no later than 8.00 a.m. (London time) on 7 July 2026 or such other date and time as may be agreed between the Company and H&P, not being later than 8.00 a.m. (London time) on 20 July 2026 (the "Long Stop Date"); and

7.   the Placing Agreement not having been terminated by H&P in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by H&P by the respective time or date where specified (or such later time or date as H&P may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

H&P may, at their discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

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

Right to terminate the Placing Agreement

H&P is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:

1.   H&P becoming aware of any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;

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

3.   any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by H&P or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement;

4.   there occurs or arises prior to Admission any significant change or new material matter which H&P, in their discretion, determines should be notified to Placees or shareholders of the Company; or

5.   there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction,

which, in the opinion of H&P, would or would be likely to prejudice materially the Company or render the Placing (or any material part thereof) or Admission impractical or inadvisable.

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by H&P of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of H&P and that H&P need not make any reference to Placees in this regard and that neither H&P nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom or otherwise. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information.  Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company, Cairn or H&P or any other person and neither H&P, Cairn, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by H&P, Cairn, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company, Cairn nor H&P are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax, financial, business or other advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with H&P, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by H&P in accordance with the standing CREST settlement instructions which they have in place.

Settlement of transactions in the Placing Shares (ISIN: GB00BPK66X70) following Admission will take place within CREST provided that, subject to certain exceptions, H&P reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will take place in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing Sterling Overnight Index Average (SONIA) rate as determined by H&P.

Each Placee is deemed to agree that, if it does not comply with these obligations, H&P may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for H&P's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify H&P on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on H&P such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which H&P lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither H&P nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to H&P for themselves and on behalf of the Company:

1.   that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement;

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

3.   that the exercise by H&P of any right or discretion under the Placing Agreement shall be within the absolute discretion of H&P and H&P need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against H&P or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

4.   that these terms and conditions represent the whole and only agreement between it, H&P and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, H&P nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5.   that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 7(4) of the POATR and Article 5(1) of the EU Prospectus Regulation, (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, (a) persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or (b) persons in the UK in accordance with the POATR, respectively, other than Qualified Investors or in circumstances in which the prior consent of H&P has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation or the POATR (as the case may be) as having been made to such persons;

6.   that neither it nor, as the case may be, its clients expect H&P to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that H&P are not acting for it or its clients, and that H&P will not be responsible for providing the protections afforded to customers of H&P or for providing advice in respect of the transactions described herein;

7.   that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that H&P or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Publicly Available Information; nor has it requested any of H&P, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

8.   that it is: (i) located outside the United States and is not a US Person as defined in Regulation S under the Securities Act ("Regulation S") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

9.   that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and accordingly the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;

10.  that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement and the Publicly Available Information only;

11.  that neither H&P or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

12.  that, unless specifically agreed with H&P, it is not and was not acting on a non-discretionary basis for the account or benefit of a person located within the United States or any US Person at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it 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 or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

13.  that it is not a national or resident of Australia, Canada, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Australia, Canada,  New Zealand, the Republic of South Africa or Japan and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Australia, Canada, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Securities Commission of New Zealand, the Japanese Ministry of Finance or the South African Reserve Bank and that the Placing Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;

14.  that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

15.  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 or to any US Persons;

16.  that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or H&P or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

17.  that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

18.  that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by H&P;

19.  that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

20.  that, unless otherwise agreed by H&P, it is a Qualified Investor;

21.  that, unless otherwise agreed by H&P, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

22.  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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

23.  that any money held in an account with H&P (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from H&P's (or its nominee's) money in accordance with such client money rules and will be used by H&P in the course of its own business and each Placee will rank only as a general creditor of H&P;

24.  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 Articles (which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);

25.  that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

26.  that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

27.  that it appoints irrevocably any director of H&P as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

28.  that the Announcement does not constitute a securities recommendation or financial product advice and that neither H&P nor the Company has considered its particular objectives, financial situation and needs;

29.  that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

30.  that it will indemnify and hold the Company and H&P and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and H&P will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify H&P and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to H&P for itself and on behalf of the Company and will survive completion of the Placing and Admission;

31.  that time shall be of the essence as regards obligations pursuant to this Appendix;

32.  that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or H&P to provide any legal, financial, tax or other advice to it;

33.  that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that H&P shall notify it of such amendments;

34.  that (i) it has complied with its obligations under the Criminal Justice Act 1993 and MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof and the Money Laundering Sourcebook of the FCA and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury or the United States Department of State; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the "Regulations"); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to H&P such evidence, if any, as to the identity or location or legal status of any person which H&P may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by H&P on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as H&P may decide in their absolute discretion;

35.  that it will not make any offer to the public within the meaning of the POATR (as the case may be) of those Placing Shares to be subscribed for and/or purchased by it;

36.  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; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

37.  that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or H&P in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

38.  that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to H&P;

39.  that H&P owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

40.  that H&P or their respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

41.  that no prospectus 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 Placing or the Placing Shares; and

42.  that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, H&P and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to H&P for themselves and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by H&P.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or H&P 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and H&P in the event that any of the Company and/or H&P have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify H&P accordingly.

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

All times and dates in this Announcement (including the Appendices) may be subject to amendment. H&P shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 H&P, Cairn 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.

 

END