Proposed Capital Raising to raise £5.0 million

Ilika plc

02 July 2026

 

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

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN AN INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON FOR THE SALE OR SUBSCRIPTION FOR THE SECURITIES IN ILIKA PLC IN ANY JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION, RECOMMENDATION, OFFER, SUBSCRIPTION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN 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 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.

For immediate release

2 July 2026

Ilika plc

("Ilika", the "Group", or the "Company")

Proposed Capital Raising to raise approximately £5.0 million

Ilika (AIM: IKA), the UK pioneer in solid-state battery technology, today announces a proposed placing of up to 16,000,000 new ordinary shares of one pence each ("Ordinary Shares") in the Company (the "Placing Shares") at a price of 28 pence per Placing Share (the "Issue Price") to raise gross proceeds of approximately £4.5 million (the "Placing").

The Placing Shares represent approximately 8.85 per cent. of the existing issued ordinary share capital of the Company (the "Existing Ordinary Shares") and the Issue Price represents a discount of approximately 3.45 per cent. to the closing mid-market price of 29 pence per Existing Ordinary Share on 1 July 2026, being the latest practicable date prior to the publication of this Announcement.

The Company intends to provide its existing shareholders ("Shareholders") in the United Kingdom with the opportunity to subscribe for up to 1,785,714 new Ordinary Shares (the "Retail Offer Shares") at the Issue Price by way of a retail offer (the "Retail Offer") to be conducted via the Bookbuild platform. A separate announcement will be made in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

In addition, certain directors of the Company (the "Directors" or the "Board") intend to directly subscribe with the Company (the "Director Subscriptions") for, in aggregate, 71,429 new Ordinary Shares at the Issue Price (the "Director Subscription Shares" and, together with the Placing Shares and the Retail Offer Shares, the "New Ordinary Shares").

It is intended that the Placing, the Retail Offer and the Director Subscriptions (together the "Capital Raising") will result in the Company raising total gross proceeds of up to approximately £5.0 million. Completion of the Retail Offer and Director Subscriptions are conditional, inter alia, upon completion of the Placing but completion of the Placing is not conditional upon the Retail Offer and/or Director Subscriptions.

Cavendish Capital Markets Limited ("Cavendish") is acting as nominated adviser and sole broker to the Company. Cavendish and Yellowstone Advisory Limited ("Yellowstone") are acting as joint bookrunners in connection with the Capital Raising.

The Placing will be conducted by way of an accelerated bookbuild process (the "ABB"), which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement. The final number of Placing Shares to be placed at the Issue Price will be determined at the close of the ABB.

The timing of the closing of the ABB and the allocation of Placing Shares to be issued at the Issue Price are to be determined at the discretion of the Company, Cavendish and Yellowstone.

A further announcement will be made following the close of the ABB, confirming final details of the Placing.

Use of proceeds

It is anticipated that alongside cash and cash equivalents of £5.3 million as at 30 April 2026, the funds will provide the Company with the necessary working capital to achieve a number of important technical and commercial milestones. The net proceeds of the Capital Raising will be used to advance the commercial status of the Company's two product lines, specifically supporting the commercial launch and ramp up of the small format Stereax technology, and the continued development and delivery of the large format Goliath technology, through to a position where it will be possible to secure commercial licensing agreements with commercial partners, as outlined below:

·      Up to £2 million to support Stereax commercial rollout and scaling, enabling the following key milestones:

o  Product optimisation support for Cirtec Medical LLC ("Cirtec")

o  Testing and validation of M300 to facilitate battery sales to end customers

o  Triggering initial royalty payments

·      Up to £3million to support Goliath's progression from technical specification finalisation through to licensing, enabling the following key milestones:

o  Prototype and production optimisation

o  Battery formation equipment purchasing

o  Test programme execution

o  10Ah minimum viable product ("MVP") delivery

The Capital Raising will enable Ilika to continue working with the Cirtec team in optimising the Stereax product for an array of end use cases within the active implantable medical devices ("AIMD") market, including providing specific testing and product validation with Cirtec's end customers. This will include integrating the product into Cirtec's product demonstrator, enabling further underlying customer engagement prior to commercial sales being achieved. It is anticipated that the Capital Raising will facilitate the first royalty payments from Cirtec, which will be triggered by delivery of Stereax M300 batteries into customer testing programmes. These royalty payments will constitute a critical commercial milestone and will validate the Company's licensing model.

The Ilika team intends to continue to progress through the Goliath product roadmap, focusing on continuing discussions with the underlying electric vehicle ("EV") customers, and producing a 10Ah (Ampere hour) MVP that is expected to enable initial commercial revenues to be achieved from Goliath in alternative markets including the defence and consumer sectors. This revenue is anticipated to be facilitated via end user testing and development work that the Company aims to continue to support with additional grant funding where possible. The Company expects to continue to progress the Goliath EV commercialisation through the testing and validation of a 10Ah solution for the original equipment manufacturers ("OEMs"), which coupled with the previous development work that has been completed, facilitates options to licence in the EV market. 

Key highlights of the Capital Raising are as follows:

·      Placing to raise gross proceeds of approximately £4.5 million, through the issue of up to 16,000,000 new Ordinary Shares at the Issue Price.

·      Intended Director Subscriptions to raise gross proceeds of approximately £0.02 million, through the issue of 71,429 new Ordinary Shares at the Issue Price.

·      Retail Offer via the BookBuild Platform to raise gross proceeds of up to approximately £0.5 million, through the issue of up to 1,785,714 new Ordinary Shares at the Issue Price.

·      The Capital Raising is not conditional upon approval by Shareholders.

·      The Capital Raising is not being underwritten.

The person responsible for arranging the release of this Announcement on behalf of the Company is Graeme Purdy, Chief Executive of the Company.

For more information contact:
Ilika plc	www.Ilika.com
Graeme Purdy, Chief Executive Officer	Via FTI Consulting
Jason Stewart, Chief Financial Officer
Cavendish Capital Markets Limited (Nominated Adviser, Broker & Joint Bookrunner)
Corporate Finance
Peter Lynch	[phone]
Neil McDonald	[phone]
Hanna Leijonmarck	[phone]
Equity Sales & Corporate Broking
Graham Hall	[phone]
Harriet Ward	[phone]
FTI Consulting (Communications Advisers)	[e-mail]
Ben Brewerton
Elizabeth Adams
Dwight Burden
Yellowstone Advisory Limited (Joint Bookrunner)
Alex Schlich Chris Stebbings	[phone]

About Ilika plc - https://www.Ilika.com

Ilika is a global expert in the development of solid state battery technology for electric vehicles, medical devices and consumer appliances. The Company's pioneering next-generation technologies aim to provide scalable, affordable alternatives to conventional batteries, to industries which need to incorporate a smaller, lighter, and safer power source in their products.

The Company has two product lines. Its Stereax batteries are designed for powering miniature medical implants, industrial wireless sensors and Internet of Things ("IoT") applications and the Goliath large format batteries are designed for EVs and cordless appliances.

Through its licensing business model, Ilika supplies its intellectual property ("IP") portfolio to both original OEMs and manufacturing partners in exchange for a license fee and future royalties.

BACKGROUND TO, AND REASONS FOR, THE CAPITAL RAISING

Founded in 2004, Ilika is a pioneer in solid state battery technology, enabling solutions for applications including MedTech, EVs, industrial IoT, and consumer electronics.

Ilika has two proprietary product lines:

1.   Stereax - a thin-film miniature solid state battery designed to power implantable medical devices and industrial wireless sensors in specialist environments; and

2.   Goliath - a larger format cell targeting the automotive, consumer and defence industries.

Ilika operates an asset-light business model, focused on the development and licensing of cutting-edge solid state battery technology protected by IP. The Company's technology addresses markets where conventional batteries are less feasible due to their safety, charge rates, energy density and life limits. The Company has adopted a business model applicable to both its product lines that is focused on three stages:

1.   Utilising Company-operated pilot lines to produce small quantities of batteries to enable customer evaluation;

2.   Scaling up production with strategic partners at mid-scale manufacturing facilities to demonstrate product and process robustness, whilst supporting the initial phase of commercialisation; and

3.   Agreeing commercial collaborations, including for both the licensing of the Company's technology and for large scale volume.

The Company has built a significant IP portfolio with 78 granted patents across multiple key jurisdictions, providing the foundation to operate a license-based business model.

Funding for the business model has balanced commercial funding with non-dilutive grant funding to deliver a capital efficient technology programme. To date, Ilika has secured £10 million of grant funding and is actively applying for further grant-funded programmes.

Ilika has in-house, purpose built, fabrication facilities and will retain and operate part of the production equipment in the UK, whilst actively seeking licensing partners to undertake the scaled manufacturing of the Company's products as commercial progress is delivered. This approach delivers critical IP protection over core elements of Ilika's technology whilst allowing a royalty-based revenue stream to be realised as the production levels are rapidly ramped-up. 

Stereax

The Company is focused on the AIMD market, which is supported by structural growth in electroceuticals and sensor-based medical technologies, where miniaturisation and reliability are critical. Adoption is accelerating across the sector, with the AIMD market estimated at c.$49bn in 2025 and growing at approximately 5% CAGR.

The Stereax product line is Ilika's ultra-thin battery technology with high temperature tolerance, enhanced charging capabilities and contains no liquid and no polymer components, meeting the needs of the medical industry. With its small footprint and improved safety, Stereax offers benefits that include reduced surgery time, the ability to place the implant closer to the point of therapy, long-lasting performance, user recharging at home and the ability to power Bluetooth radio.

In August 2023, Ilika signed a ten-year manufacturing licence agreement with Cirtec, allowing Cirtec to produce the Stereax range of miniature batteries at its facility in Lowell, Massachusetts. This strategic licensing and royalty agreement enables Ilika to leverage Cirtec's manufacturing scale for commercial scale production and realise economies of scale. Cathode manufacturing initially remains at the Company's UK facility in Southampton as sub-contract service to Cirtec.

The partnership with Cirtec offers significant advantages, including validation of the Stereax product and process through Cirtec's medical certifications, access to their large-scale, medically accredited manufacturing capabilities to meet customer ramp-up needs, and expanded business development opportunities through Cirtec's extensive sales and marketing network. A key milestone to be delivered by this Capital Raising will be successfully integrating Stereax into Cirtec's product demonstrator, enabling end user evaluation. The partnership agreement demonstrates the capital-light, value-driven execution of the Company's business strategy, allowing Ilika to focus on advanced technology development and IP licensing, whilst benefiting from Cirtec's manufacturing and commercial activities.

During 2025, Ilika successfully transferred the production line for Stereax batteries to Cirtec's US facility, where it passed User Acceptance Testing. In addition, Ilika completed process qualification for the Stereax M300 micro-battery production line and subsequently commenced shipping of M300 prototypes to customers at year end. The qualified manufacturing line includes sophisticated layer deposition, alignment, and patterning systems essential for producing medical-grade micro-batteries. The prototypes are allocated to the 16 customers which form Ilika's existing order book, many of whom have previously received Stereax batteries for evaluation from the Company's UK pilot line. A number of batteries from the initial batches was allocated to the extensive M300 testing programme, which is designed to generate a larger body of test data relevant to applications in AIMD.

The revenue profile of the Stereax product line is expected to develop as product adoption matures. In January 2026, Ilika secured its first revenue-generating purchase order from Cirtec for the supply of Stereax electrodes. This milestone marks the commercial transition of the strategic partnership, providing commercial validation of the Company's product and business strategy. In March 2026, Ilika successfully delivered its initial batch of Stereax electrodes to Cirtec for Stereax M300 production, delivering the Company's commercial revenue recognition and enabling end customer delivery by Cirtec.

As customers engage and adopt the technology, non-recurring engineering revenue is expected as the product is adapted for specific end use cases. With scale of production, battery royalty revenue is deemed to commence being triggered by sales of Stereax M300 batteries by Cirtec. Wafer processing revenue including royalty income is anticipated to increase during FY2027 and FY2028 as customer delivery orders for wafer components continues. In the medium term, the license agreement with Cirtec will initially generate income on profit share terms, which subsequently reverts to revenue-share basis once commercial volumes are achieved.

Goliath

Goliath is Ilika's larger solid-state battery, offering faster charging times, lower production costs, enhanced safety, lower pack weights and longer cell life when compared to conventional lithium-ion batteries. The Goliath technology is closely aligned with the expanding EV market, which is being driven by global regulatory tailwinds, environmental regulations and the transition towards cleaner transport. Global EV sales continue to rise and are estimated to surpass non-electric cars in terms of percentage of total car stock in the mid 2030s. The current geopolitical uncertainties, particularly in the Middle East, have drastically restricted global oil and gas supply driving petrol prices up and have brought about an increased focus on energy security and electrification, further enhancing global EV demand. The Goliath product presents a strong value proposition through its solid-state technology, targeting a 50Ah scale to be designed into future EV models. Independent modelling by UK-based battery consultants, Balance Batteries Ltd, using a hypothetical Hyundai Ioniq 5 pack equipped with Goliath solid-state cells showed a 20 per cent. reduction in weight, a £2,500 saving in bill of materials, and a 6-minute reduction in the time to reach 80 per cent. charge compared with lithium-ion equivalents.

The Company initially targeted Goliath at the EV market. However, it is now developing products for alternative target end use, critically evaluating 10Ah Goliath units for end-use cases in alternative markets, opening up the opportunity for non-automative commercial agreements. The Company is specifically working on applications in the consumer and defence industries, which could result in quicker routes to market and commercialisation. In terms of consumer opportunities, this includes high value consumer appliance applications such as personal care, domestic cleaning appliances and e-bikes. Early progress has been made with Ilika entering into a joint development agreement with Brompton Bicycles in April 2026 to incorporate the 10Ah Goliath battery prototypes into Brompton's next-generation folding e-bikes. In the defence sector, which represents a potential commercialisation opportunity, the Goliath 10Ah cell offers improved safety under battlefield conditions with delayed thermal event. Positive customer evaluation has been received in both end markets.

These markets are consistent with the Company positioning Goliath at the intersection of high volume and high-performance specialised applications. Goliath's chemistry provides a safer, lower temperature response to damage resulting in safety benefits across end use cases.

During 2025, Ilika achieved key milestones in advancing in the commercial progress of the battery and its applications. The Goliath P1 2Ah (1^st generation P1 prototype) cell validation was received following consumer testing at OEMs and Tier 1 testing partners. In July 2025, Ilika secured £1.25m in grant funding from the UK Government's DRIVE35 programme, facilitated by the Advanced Propulsion Centre UK ("APC"), to manufacture the first Goliath 50Ah A-Sample batteries for automotive applications (named the PRIMED programme) at the electrode production facilities at the UK Battery Industrialisation Centre ("UKBIC"). The programme received steering support from Jaguar Land Rover and Oxford University. Furthermore, the automated Goliath pilot line was successfully commissioned in October 2025, with P1.5 cells entering production and shipments to customers began in December 2025 alongside prototype 10Ah cells.

As the Goliath technology advances toward MVP status, where cells will meet customer-agreed specifications for EV (50Ah scale) and consumer & defence applications (10Ah scale), Ilika is actively pursuing commercialisation through strategic partnerships with a variety of end customers including OEMs, consumer product manufacturers and defence sector providers. Alongside the technical milestones that have been successfully delivered, the Company has established a substantial network of commercial relationships with key operators in the sector. To date, Ilika has engaged commercially with 21 companies, demonstrating strong and growing market interest. 

CURRENT TRADING AND PROSPECTS

The Board is pleased to confirm that the Company continues to progress through its commercial and technical roadmap as planned. Accordingly, Ilika expects trading for the year ended 30 April 2026 to be in line with current market expectations. The Company expects to announce 2026 revenues of approximately £1.1m (2025: £1.1m), including £100k of commercial revenue including Stereax electrode sales and Goliath samples, and an EBITDA loss excluding share-based payments of approximately £6.2m (2025: EBITDA loss of £5.3m). Cash and cash equivalents at the period end were £5.3m (2025: £8.0m). Ilika expects to announce its audited full year results for the year ended 30 April 2026 on Wednesday 29 July 2026.

The Company is continuously evaluating application prospects for its two product lines. In the beginning of 2026, Ilika received positive feedback from a UK Defence Agency on safety testing of Goliath cells. Following the Goliath 10Ah cell prototype delivery to an agency which advises the UK Ministry of Defence in December 2025, the prototypes demonstrated strong resilience in terms of safety under battlefield conditions. More specifically, the prototypes were subject to firing range tests, which showed that the Goliath 10Ah cell can withstand an initial shot impact before a thermal event was triggered by a second. Low state-of-charge cells did not trigger thermal events, suggesting improved safety under those conditions. Goliath cells reached thermal runaway at lower temperatures than conventional NCA lithium-ion cells, yet exhibited a broadly similar thermal response overall, despite storing approximately three times more energy. In addition, Ilika entered a joint development programme with Brompton Bicycles in April 2026, to integrate the 10Ah Goliath battery prototypes into Brompton's next generation foldable e-bikes. Production of the battery packs for on-bike trials are anticipated to commence mid-2027.

Regarding Stereax, the Company continues to implement the 10-year manufacturing license agreement with Cirtec. Following the milestone of its first revenue-generating purchase order from Cirtec in January 2026, the Company is progressing in line with its strategy. Ilika will continue to liaise with the portfolio of 16 customers including advising on power management integration into their applications and is expected to focus on commercial delivery and ramp up of the M300 battery, increasing revenue generation going forward. The Board is confident that the Company can secure larger follow-on orders from several customers who are currently evaluating the product for their applications.

Management continues to pursue opportunities to secure further grant funding, with multiple programmes under active consideration. Based on the Company's prior involvement in grant funded programmes and considering the nature of the programmes being considered, management believe that further grant funding is a realistic prospect, however, no final determination has been made with regards the programmes under consideration.

DETAILS OF THE PLACING

The Company is proposing to raise gross proceeds of approximately £4.5 million by means of the Placing. The Placing Shares, in aggregate, will represent approximately 8.85 per cent. of the Existing Ordinary Shares on 1 July 2026, the latest practicable date prior to the publication of this Announcement.

Cavendish's obligations under the Placing Agreement (as defined below) in respect of the Placing are conditional, inter alia, upon:

(i)       the Placing Agreement becoming unconditional in all respects (save for any condition relating to admission of the New Ordinary Shares ("Admission")) and not having been terminated in accordance with its terms prior to Admission; and

(ii)      Admission becoming effective by no later than 8.00 a.m. on 9 July 2026 (or such later time and/or date (being no later than 8.00 a.m. on 23 July 2026 (the "Long Stop Date")) as Cavendish and the Company may agree).

If any of the conditions above are not satisfied, the Placing Shares will not be issued.

The Placing Shares are not subject to clawback. The Placing is not being underwritten.

The Placing Shares will be issued free of all liens, charges and encumbrances and will, when issued, be fully paid, and rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive dividends and other distributions declared, paid or made after the date of their issue.

DIRECTOR SUBSCRIPTIONS

The following Directors intend to subscribe for new Ordinary Shares in the following amounts and pursuant to the Director Subscription Agreements:

Director	Existing beneficial shareholding	new Ordinary Shares subscribed for	Shareholding on completion of the Capital Raising	Shareholding as a percentage of the issued share capital (enlarged by the Capital Raising)1,2
Graeme Purdy	881,953	53,571	935,524	0.47%
Keith Jackson	131,151	17,858	153,009	0.08%

1 - Assuming full take up of the Retail Offer

2 - On the assumption that no new Ordinary Shares are issued under the Company's share schemes prior to the date of Admission.

USE OF PROCEEDS

It is anticipated that alongside cash and cash equivalents of £5.3 million as at 30 April 2026, the funds will provide the Company with the necessary capital to achieve a number of important technical and commercial milestones. The net proceeds of the Capital Raising will be used to advance the commercial status of the Company's two product lines, specifically supporting the commercial launch and ramp up of the small format Stereax technology, and the continued development and delivery of the large format Goliath technology, through to a position where it will be possible to secure commercial licensing agreements with commercial partners, as outlined below:

·      Up to £2 million to support Stereax commercial rollout and scaling, enabling the following key milestones:

o  Product optimisation support for Cirtec

o  Testing and validation of M300 to facilitate battery sales to end customers

o  Triggering initial royalty payments

·      Up to £3million to support Goliath's progression from technical specification finalisation through to licensing, enabling the following key milestones:

o  Prototype and production optimisation

o  Battery formation equipment purchasing

o  Test programme execution

o  10Ah MVP delivery

The Capital Raising will enable Ilika to continue working with the Cirtec team in optimising the Stereax product for an array of end use cases within the AIMD market, including providing specific testing and product validation with Cirtec's end customers. This will include integrating the product into Cirtec's product demonstrator, enabling further underlying customer engagement prior to commercial sales being achieved. It is anticipated that the Capital Raising will facilitate the first royalty payments from Cirtec, which will be triggered by delivery of Stereax M300 batteries into customer testing programmes. These royalty payments will constitute a critical commercial milestone and will validate the Company's licensing model.

The Ilika team intends to continue to progress through the Goliath product roadmap, focusing on continuing discussions with the underlying EV customers, and producing a 10Ah MVP that is expected to enable initial commercial revenues to be achieved from Goliath in alternative markets including the defence and consumer sectors. This revenue is anticipated to be facilitated via end user testing and development work that the Company aims to continue to support with additional grant funding where possible. The Company expects to progress the Goliath EV commercialisation through the testing and validation of a 10Ah solution for the OEMs, which coupled with the previous development work that has been completed, facilitates options to licence in the EV market.  

Alongside the proposed fundraise, the management team are seeking to access further non-dilutive grant funding to provide additional funds to progress the portfolio.

EFFECTS OF THE CAPITAL RAISING

Upon Admission, and assuming full take up of the Retail Offer, the Enlarged Issued Share Capital is expected to be 198,689,318 Ordinary Shares. On this basis, the New Ordinary Shares will represent approximately 8.99 per cent. of the Enlarged Issued Share Capital.

Following the issue of the New Ordinary Shares pursuant to the Capital Raising, assuming full take up of the Retail Offer, Shareholders who participate in neither the Placing nor the Retail Offer will suffer a dilution of approximately 8.99% per cent. to their interests in the Company.

The Directors have concluded that proceeding with the Capital Raising is the most suitable option available to the Company for raising additional funds through the issue of the New Ordinary Shares and that issuing the New Ordinary Shares at a discount is fair and reasonable so far as all existing Shareholders are concerned. The Issue Price has been set by Cavendish, after consultation with the Company, following its assessment of market conditions and following discussions with a number of institutional investors.

ADMISSION, SETTLEMENT AND CREST

An application will be made to the London Stock Exchange, for the admission of the New Ordinary Shares to trading on AIM. Admission is expected to become effective and dealings are expected to commence in the New Ordinary Shares on or around 8.00 a.m. on 9 July 2026.

The Capital Raising is conditional upon Admission becoming effective and upon the placing agreement between the Company and Cavendish (the "Placing Agreement") not being terminated in accordance with its terms.  Following Admission, assuming the full take up of the New Ordinary Shares pursuant to the Capital Raising, the Company will have 198,689,318 Ordinary Shares in issue. For the avoidance of doubt, if the Placing Agreement between the Company and Cavendish is terminated prior to Admission then none of the Placing, the Director Subscriptions or the Retail Offer will occur.

The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. 

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 Cavendish nor any of their respective associates, directors, officers or advisers undertakes any obligation 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.

Cavendish is authorised and regulated by the Financial Conduct Authority (the "FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement. The responsibilities of Cavendish 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.

Yellowstone Advisory Limited ("Yellowstone"), which is authorised and regulated by the FCA in the United Kingdom and is acting as joint bookrunner to the Company and no one else in connection with the Placing, and Yellowstone will not be responsible to anyone (including any purchasers of the Placing Shares) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Cavendish and Yellowstone (together the "Joint Bookrunners") are not making any representation or warranty, express or implied, as to the contents of this Announcement. The Joint Bookrunners have not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by the Joint Bookrunners for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information. Neither the Company, the Joint Bookrunners nor any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person their respective affiliates and advisers, agents and/or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide any person with any additional information. Save in the case of fraud, no responsibility or liability is accepted by any such person for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, however arising, directly or indirectly, from any use of, as a result of the reliance on, or otherwise in connection with, this announcement. In addition, no duty of care or otherwise is owed by any such person to recipients of this announcement or any other person in relation to this announcement.

This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. In particular, the New Ordinary Shares have not been, and will not be, registered under the United States Securities Act of 1933 as amended or qualified for sale under the laws of any state of the United States or under the applicable laws of any of Canada, Australia, Japan, or the Republic of South Africa, and may not be offered or sold in the United States or to, or for the account or benefit of, US persons (as such term is defined in Regulation S under the Securities Act) or to any national, resident or citizen of Canada, Australia, Japan, or the Republic of South Africa.

The distribution or transmission of this Announcement and the offering of the New Ordinary Shares in certain jurisdictions other than the UK may be restricted or prohibited by law or regulation. Persons distributing this Announcement must satisfy themselves that it is lawful to do so. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken by the Company that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. In particular, this Announcement may not be distributed, directly or indirectly, in or into a Restricted Jurisdiction. Overseas Shareholders and any person (including, without limitation, nominees and trustees), who have a contractual or other legal obligation to forward this Announcement to a jurisdiction outside the UK should seek appropriate advice before taking any action.

This Announcement includes "forward-looking statements" which includes all statements other than statements of historical fact, including, without limitation, those regarding the Company's financial position, business strategy, plans and objectives of management for future operations, or any statements preceded by, followed by or that include the words "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "could" or similar expressions or negatives thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. These forward-looking statements speak only as at the date of this Announcement. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based unless required to do so by applicable law or the AIM Rules for Companies

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.

This Announcement does not constitute a recommendation concerning any investor's option with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this announcement and publicly available information

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

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By participating in the Placing, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and legally binding offer to acquire Placing Shares will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions set out in this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix.

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

Information to Distributors

UK product governance

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

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

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

EEA product governance

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures in the European Economic Area (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail investors, (b) investors who meet the criteria of professional clients and (c) 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 EU Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Cavendish will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

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

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING. MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE "EU PROSPECTUS REGULATION"); (2) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS") AND WHO ALSO (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; AND (3) OTHERWISE, PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO COMMUNICATE IT TO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES" OR THE "US") 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 ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES OR ELSEWHERE.

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

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

The distribution of this Announcement, the Placing and/or the issue or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company, Cavendish or any of their respective affiliates, agents, directors, partners, officers or employees (together "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement 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 this Announcement comes are required by the Company and Cavendish to inform themselves about and to observe any such restrictions.

This Announcement or any part of it is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States, Australia, New Zealand, Canada, the Republic of South Africa 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.

All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATR or the EU Prospectus Regulation, as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the "FSMA") does not require the approval of the relevant communication by an authorised person.

The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South African 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, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan. 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, New Zealand, Canada, the Republic of South Africa or Japan or any other jurisdiction outside the United Kingdom.

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

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

By participating in the Bookbuilding Process and the Placing, each Placee will be deemed to have read and understood this Announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, REGULATORY, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING SHARES.

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

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

2.         in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

a.         it is a Qualified Investor within the meaning of within the meaning of paragraph 15 of Part 2 of Schedule 1 of POATR;

b.         in the case of any Placing Shares acquired by it as a financial intermediary the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to each such proposed offer or resale;:

3.         ;in the case of a Relevant Person in a member state of the EEA (each a "Relevant State") who acquires any Placing Shares pursuant to the Placing:

a.         it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation; and

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

i.          the Placing Shares acquired by it have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in a Relevant State other than Qualified Investors or in circumstances in which the prior consent of Cavendish has been given to the offer or resale; or

ii.         where Placing Shares have been acquired by it on behalf of persons in a Relevant State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4.         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 this Announcement;

5.         it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix;

6.         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 5 above) is outside of the United States acquiring the Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act; and

7.         the Company and Cavendish will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements.

No prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published. No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement and subject to any further terms set forth in the trade confirmation to be sent to individual Placees. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATRs or the EU Prospectus Regulation.

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

Details of the Placing Agreement and the Placing Shares

Cavendish has today entered into a placing agreement (the "Placing Agreement") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, Cavendish, as agent for and on behalf of the Company, has agreed to use its reasonable endeavours to procure Placees for the Placing Shares. The Placing is not being underwritten.

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

As part of the Placing, the Company has agreed that it will not, for a period of 120 days after (but including) Admission, allot, issue, offer, sell, contract to sell or issue, grant any option, right or warrant to subscribe for or purchase or otherwise dispose of or create any interest or equity of any person (including any right to acquire, option or right of pre-emption or conversion) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention, or any other security agreement or arrangement, or any agreement to create any of the foregoing over, directly or indirectly, any "equity securities" (as defined in the Companies Act) (or any securities convertible into or exchangeable for equity securities or which carry rights to subscribe or purchase equity securities) or any interest in any equity securities or agree to do any of such things or undertake any other transaction with the same economic effect as any of the foregoing or announce an offering of Ordinary Shares or any interest therein or to announce publicly any intention to enter into any transaction described above. This agreement is subject to certain customary exceptions and does not prevent the allotment and issue of the Retail Offer Shares pursuant to the Retail Offer, the grant or exercise of options under any of the Company's existing share incentives and share option schemes, or following Admission the issue by the Company of any Ordinary Shares upon the exercise of any right or option or the conversion of a security already in existence.

Conditions to the Placing

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

The obligations of Cavendish under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

a.         the Warranties (as defined in the Placing Agreement) being true, accurate and not misleading when made at the date of the Placing Agreement and at all times up to Admission by reference to the facts and circumstances subsisting at that time;

b.         the Placing Agreement becoming unconditional in all respects (save for any condition relating to Admission) and not having been terminated in accordance with its terms prior to Admission;

c.         delivery receipt of the Philip Hare Comfort Letter;

d.         the Company having allotted, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

e.         Admission having become effective at or before 8.00 a.m. on 9 July 2026 or such later time as Cavendish may agree with the Company (not being later than 8.00 a.m. on the Long Stop Date), (all conditions to the obligations of Cavendish included in the Placing Agreement being together, the "Conditions").

If any of the Conditions set out in the Placing Agreement is not satisfied or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company and Cavendish may agree), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placees' rights and obligations shall cease and terminate at such time and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees that its rights and obligations cease and terminate only in the circumstances described above and under "Termination of the Placing" below and will not be capable of rescission or termination by it.

Cavendish may, in its absolute discretion and upon such terms as they think fit, waive satisfaction of all or any of the Conditions in whole or in part, or extend the time provided for satisfaction of one or more Conditions, save that certain Conditions including the Condition relating to Admission referred to in paragraph e above may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Appendix.

 Cavendish may terminate the Placing Agreement in certain circumstances, details of which are set out below.

Neither Cavendish nor any of its affiliates nor the Company 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision any of them 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 Cavendish.

In consideration for its services in relation to the Placing and Admission and conditional upon completion of the Placing, Cavendish will be paid a commission based on the aggregate value of the Placing Shares at the Issue Price.

Termination of the Placing

Cavendish may, in its absolute discretion, by notice to the Company, terminate the Placing Agreement at any time up to Admission if, inter alia:

a.         there has, in the opinion of Cavendish (acting in good faith), been a breach of the warranties given to it;

b.         there has, in the opinion of Cavendish (acting in good faith), been a material adverse change;

c.         any statement contained in this Announcement or any other document or announcement issued or published by or on behalf of the Company in connection with the Placing is or has become, in the opinion of Cavendish (acting in good faith), or has, in the opinion of Cavendish (acting in good faith), been discovered to be untrue or inaccurate in any respect or misleading in any respect; or

d.         in the opinion of Cavendish (acting in good faith), there has been a force majeure event and, in the opinion of Cavendish, be likely to prejudice the success of the Capital Raising, dealings in the Ordinary Shares following either Admission or which makes it impractical or inadvisable to proceed with the Capital Raising and/or Admission in the manner contemplated in this Announcement.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this Announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof.

By participating in the Bookbuilding Process, each Placee agrees with the Company and Cavendish that the exercise by the Company or either of Cavendish of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company or Cavendish or for agreement between the Company and Cavendish (as the case may be) and that neither the Company nor Cavendish need make any reference to such Placee and that none of the Company, Cavendish nor any of their respective Representatives shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise. Each Placee further agrees that they will have no rights against Cavendish, the Company or any of their respective directors or employees under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended).

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by Cavendish of a trade confirmation email confirming that Placee's allocation and commitment in the Placing.

Application for admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on AIM.

It is expected that Admission will take place on or around 8.00 a.m. on 9 July 2026 and that dealings in the Placing Shares on AIM will commence at the same time. 

Principal terms of the Placing

1.         Cavendish is acting as bookrunner to the Placing, as agent for and on behalf of the Company.

2.         Participation in the Placing will only be available to persons who may lawfully be, and are, invited by Cavendish to participate. Cavendish and any of its affiliates are entitled to participate in the Placing as principal.

3.         the Issue Price is fixed at 28 pence and is payable to Cavendish (as agent for the Company) by each Placee. 

4.         Cavendish will, following consultation with the Company, determine in its absolute discretion the extent of each Placee's participation in the Placing, and this will be confirmed orally or in writing (including by email) by Cavendish as agent of the Company. Such confirmation will constitute a legally binding commitment on the relevant Placee to acquire the relevant Placing Shares.

5.         Each Placee's allocation and commitment will be evidenced by a trade confirmation email issued to such Placee by Cavendish. The terms of this Appendix will be deemed incorporated in any such trade confirmation.

6.         Each Placee's allocation and commitment to acquire Placing Shares will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with Cavendish's consent, will not be capable of variation or revocation after the time at which it is submitted. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to Cavendish (as agent for the Company), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

7.         Except as required by law or regulation, no press release or other announcement will be made by Cavendish 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.

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

9.         All obligations under the Placing will be subject to satisfaction of the conditions referred to above under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to above under "Termination of the Placing".

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

11.       To the fullest extent permissible by law and applicable FCA rules, neither:

a.         Cavendish;

b.         any of Cavendish's affiliates, agents, directors, officers, consultants, partners or employees; nor

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

shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Cavendish nor any of its affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of Cavendish's conduct of the Placing or of such alternative method of effecting the Placing as Cavendish and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a trade confirmation email which will confirm the number of Placing Shares allocated to them, the Issue Price and the aggregate amount owed by them to Cavendish.

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 Cavendish in accordance with either the standing CREST or certificated settlement instructions which they have in place with Cavendish.

Settlement of transactions in the Placing Shares (ISIN: GB00B608Z994) following Admission will take place within the CREST system, subject to certain exceptions. Settlement through CREST is expected to occur on 9 July 2026 (the "Settlement Date") in accordance with the trade confirmations. Settlement will be on a delivery versus payment basis. However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and Cavendish may agree that the Placing Shares should be issued in certificated form. Cavendish reserves the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as it deems necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in the jurisdiction in which a Placee is located.

Subject to the conditions set out above, payment in respect of the Placees' allocations is due as set out below. Each Placee should provide its settlement details in order to enable instructions to be successfully matched in CREST.

The relevant settlement details for the Placing Shares are as follows:

CREST Participant ID of Cavendish:
Expected trade time & date:	08.00 a.m. on 7 July 2026
Settlement Date:	9 July 2026
ISIN code for the Placing Shares:	GB00B608Z994

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of three percentage points above the prevailing base rate of Barclays Bank plc as determined by Cavendish.

Each Placee is deemed to agree that if it does not comply with these obligations, Cavendish may sell any or all of the Placing Shares allocated to that Placee on their behalf and retain from the proceeds, for Cavendish's own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the Issue Price and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. By communicating a bid for Placing Shares, such Placee confers on Cavendish all such authorities and powers necessary to carry out such sale and agrees to ratify and confirm all actions which Cavendish lawfully takes in pursuance of such sale.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional trade 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 United Kingdom stamp duty or stamp duty reserve tax. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, warranties and further terms

By submitting a bid in the Bookbuilding Process, each Placee (and any person acting on such Placee's behalf) irrevocably confirms, represents, warrants, acknowledges and agrees (for itself and for any such prospective Placee) with the Company and Cavendish (in its capacity as bookrunner and placing agent of the Company in respect of the Placing) that (save where Cavendish expressly agrees in writing to the contrary):

1.         it has read and understood this Announcement in its entirety and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this Announcement;

2.         it has not received (and will not receive) a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document:

a.         is required under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook or any other applicable law; and

b.         has been or will be prepared in connection with Admission or the Placing;

3.         the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules for the Companies (the "AIM Rules") and UK MAR, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

4.         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 neither Cavendish nor the Company nor any of their respective Representatives nor any person acting on behalf of any of them has provided, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this Announcement or any information publicly announced through a Regulatory Information Service (as defined in the AIM Rules) by or on behalf of the Company on or prior to the date of this Announcement (the "Publicly Available Information"); nor has it requested Cavendish, the Company, any of their respective Representatives or any person acting on behalf of any of them to provide it with any such information;

5.         Cavendish nor any person acting on behalf of it nor any of their respective Representatives has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

a.         the only information on which it is entitled to rely on and on which it has relied in committing to acquire the Placing Shares is contained in this Announcement, 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;

b.         neither Cavendish, nor the Company (nor any of their respective Representatives) have 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, nor will it provide any material or information regarding the Company, the Placing or the Placing Shares;

c.         it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and

d.         it has not relied on any investigation that Cavendish or any person acting on its behalf may have conducted with respect to the Company, the Placing or the Placing Shares;

6.         the content of this Announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither Cavendish nor any persons acting on its behalf is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this Announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement, the Publicly Available Information or otherwise. Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

7.         neither it nor the beneficial owner of the Placing Shares is, nor will, at the time the Placing Shares are acquired, be a resident of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan;

8.         the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

9.         it may be asked to disclose in writing or orally to Cavendish: (i) if he or she is an individual, his or her nationality; or (ii) if he or she is a discretionary fund manager, the jurisdiction in which the funds are managed or owned;

10.       it has the funds available to pay for the Placing Shares which it has agreed to acquire and acknowledges and agrees that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as Cavendish determines;

11.       it and/or each person on whose behalf it is participating:

a.         is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

b.         has fully observed such laws and regulations;

c.         has the capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations; and

d.         has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its acquisition of Placing Shares;

12.       it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are acquired will not be, a resident of, or with an address in, or subject to the laws of, the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, New Zealand, Canada, the Republic of South Africa or Japan and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13.       it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

14.       it understands that the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

15.       it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

16.       it understands that:

a.         the Placing Shares are "restricted securities" within the meaning of Rule 144(a)(3) of the Securities Act and will be subject to restrictions on resale and transfer subject to certain exceptions under US law;

b.         no representation is made as to the availability of the exemption provided by Rule 144 of the Securities Act for resales or transfers of Placing Shares; and

c.         it will not deposit the Placing Shares in an unrestricted depositary receipt programme in the United States or for US persons (as defined in the Securities Act);

17.       it will not offer, sell, transfer, pledge or otherwise dispose of any Placing Shares except:

a.         in an offshore transaction in accordance with Rules 903 or 904 of Regulation S under the Securities Act; or

b.         pursuant to another exemption from registration under the Securities Act, if available,

c.         and in each case in accordance with all applicable securities laws of the states of the United States and other jurisdictions;

18.       no representation has been made as to the availability of the exemption provided by Rule 144, Rule 144A or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

19.       it understands that the Placing Shares are expected to be issued to it through CREST but may be issued to it in certificated, definitive form and acknowledges and agrees that the Placing Shares will, to the extent they are delivered in certificated form, bear a legend to the following effect unless agreed otherwise with the Company:

"THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE APPLICABLE SECURITIES LAWS OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (B) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (C) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE FOREGOING, THE SECURITIES MAY NOT BE DEPOSITED INTO ANY UNRESTRICTED DEPOSITARY RECEIPT FACILITY IN RESPECT OF THE COMPANY'S SECURITIES ESTABLISHED OR MAINTAINED BY A DEPOSITARY BANK. EACH HOLDER, BY ITS ACCEPTANCE OF THESE SHARES, REPRESENTS THAT IT UNDERSTANDS AND AGREES TO THE FOREGOING RESTRICTIONS.";

20.       it is not taking up the Placing Shares as a result of any "general solicitation" or "general advertising" efforts (as those terms are defined in Regulation D under the Securities Act) or any "directed selling efforts" (as such term is defined in Regulation S under the Securities Act);

21.       it understands that there may be certain consequences under United States and other tax laws resulting from an investment in the Placing Shares and it has made such investigation and has consulted its own independent advisers or otherwise has satisfied itself concerning, without limitation, the effects of United States federal, state and local income tax laws and foreign tax laws generally;

22.       it will not distribute, forward, transfer or otherwise transmit this Announcement or any part of it, or any other presentational or other materials concerning the Placing, in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

23.       none of Cavendish, the Company nor any of their respective Representatives nor any person acting on behalf of any of them is making any recommendations to it or advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of Cavendish and that Cavendish has no duties or responsibilities to it for providing the protections afforded to its clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

24.       it will make payment to Cavendish for the Placing Shares allocated to it in accordance with the terms and conditions of this Announcement on the due times and dates set out in this Announcement, failing which the relevant Placing Shares may be placed with others on such terms as Cavendish determines in its absolute discretion without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

25.       its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and that the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

26.       no action has been or will be taken by any of the Company, Cavendish or any person acting on behalf of the Company or Cavendish that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

27.       the person who it specifies for registration as holder of the Placing Shares will be:

a.         the Placee; or

b.         a nominee of the Placee, as the case may be,

and that Cavendish and the Company will not be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to indemnify the Company and Cavendish in respect of the same on the basis that the Placing Shares will be allotted or transferred (as applicable) to a CREST stock account of Cavendish who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

28.       the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

29.       if it is within the United Kingdom, it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2)(a)-(d) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

30.       it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or a Relevant State prior to the expiry of a period of six months from Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer of relevant securities to the public in the United Kingdom within the meaning of regulation 7 of POATR, or an offer to the public in any member state of the EEA (within the meaning of the EU Prospectus Regulation);

31.       if it is within the United Kingdom, it is a Qualified Investor within the meaning of paragraph 15 of Part 2 of Schedule 1 of the POATR and, if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

32.       it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by Cavendish in its capacity as an authorised person under section 21 of the FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

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

34.       if it is a financial intermediary, the Placing Shares acquired by it will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors, or in circumstances in which the express prior written consent of Cavendish has been given to each proposed offer or resale;

35.       if in the United Kingdom, unless otherwise agreed by Cavendish, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS") and it is acquiring Placing Shares for investment only and not with a view to resale or distribution;

36.       if it has received any inside information (for the purposes of the UK MAR and section 56 of the Criminal Justice Act 1993 or other applicable law) about the Company in advance of the Placing, it warrants that it has received such information within the market soundings regime provided for in Article 11 of UK MAR and has not:

a.         dealt (or attempted to deal) in the securities of the Company or cancelled or amended a dealing in the securities of the Company;

b.         encouraged, recommended or induced another person to deal in the securities of the Company or to cancel or amend an order concerning the Company's securities; or

c.         unlawfully disclosed such information to any person, prior to the information being made publicly available;

37.       Cavendish, nor the Company nor any of their respective Representatives nor any person acting on behalf of the Company, Cavendish or its Representatives is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of any of Cavendish's rights and obligations thereunder including any rights to waive or vary any Conditions or exercise any termination right;

38.       Cavendish and its affiliates, acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, Cavendish and/or any of its affiliates acting as an investor for its or their own account(s). Neither Cavendish nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

39.       it:

a.         has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended), the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as amended) and all 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 (together, the "Money Laundering Regulations");

b.         is not a person:

i.          with whom transactions are prohibited under the US Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury;

ii.         named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or

iii.        subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations or other applicable law,

(together with the Money Laundering Regulations, 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 Cavendish such evidence, if any, as to the identity or location or legal status of any person which they may request from it in connection with the Placing (for the purpose of complying with the 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 Cavendish on the basis that any failure by it to do so may result in the number of Placing Shares that are to be acquired by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as Cavendish may decide at its sole discretion;

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

41.       its participation in the Placing would not give rise to an offer being required to be made by it, or any person with whom it is acting in concert, pursuant to Rule 9 of the City Code on Takeovers and Mergers;

42.       any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from Cavendish's money in accordance with the client money rules and will be used by Cavendish's in the course of its business; and the Placee will rank only as a general creditor of Cavendish's;

43.       Cavendish may choose to invoke the CASS Delivery Versus Payment exemption (under CASS 7.11.14R within the FCA Handbook Client Assets Sourcebook) with regard to settlement of funds, in connection with the Placing, should it see fit;

44.       neither it nor, as the case may be, its clients expect Cavendish to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the COBS, and that Cavendish is not acting for it or its clients, and that Cavendish will not be responsible for providing the protections afforded to clients of Cavendish or for providing advice in respect of the transactions described in this Announcement;

45.       it acknowledges that its commitment to acquire Placing Shares on the terms set out in this Announcement and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or Cavendish's conduct of the Placing;

46.       it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares. It further acknowledges that it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing. It has relied upon its own examination and due diligence of the Company and its affiliates taken as a whole, and the terms of the Placing, including the merits and risks involved;

47.       it irrevocably appoints any duly authorised officer of Cavendish as its agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to acquire upon the terms of this Announcement;

48.       the Company, Cavendish and others (including each of their respective Representatives) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements, undertakings and agreements, which are given to Cavendish on its own behalf and on behalf of the Company and are irrevocable;

49.       it is acting as principal only in respect of the Placing or, if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it:

a.         is duly authorised to do so and it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts; and

b.         will remain liable to the Company and Cavendish for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

50.       subject to acquiring any Placing Shares, it will be bound by the terms of the articles of association of the Company;

51.       time is of the essence as regards its obligations under this Appendix;

52.       any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to Cavendish;

53.       the Placing Shares will be issued subject to the terms and conditions of this Appendix; and

54.       the terms and conditions contained in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire Placing Shares pursuant to the Bookbuilding Process and/or the Placing and all non-contractual or other obligations arising out of or in connection with them, will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of such contract (including any dispute regarding the existence, validity or termination of such contract or relating to any non-contractual or other obligation arising out of or in connection with such contract), except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with interest chargeable thereon) may be taken by the Company or Cavendish in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, Cavendish and each of their respective Representatives 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by Cavendish, the Company or each of their respective Representatives arising from the performance of the Placee's obligations as set out in this Announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

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

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company. Such agreement assumes that the Placing Shares are not being acquired 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 related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable. In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and neither the Company nor Cavendish shall be responsible for such stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and they should notify Cavendish accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect 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 non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company and Cavendish in the event that either the Company and/or Cavendish have incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements, agreements and undertakings contained in this Appendix are given to Cavendish for itself and on behalf of the Company and are irrevocable.

Cavendish is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing or any other matters referred to in this Announcement, and Cavendish will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.

Each Placee and any person acting on behalf of the Placee acknowledges that Cavendish does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that Cavendish may (at its absolute discretion) satisfy its obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with Cavendish, any money held in an account with Cavendish on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under the FSMA. Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence this money will not be segregated from Cavendish's money in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this Announcement are to London time, unless otherwise stated.

All times and dates in this Announcement may be subject to amendment. Placees will be notified of any changes.

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

The New Ordinary Shares to be issued pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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

 

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