Fundraise of £7.5 million

Companies

Reabold Resources (RBD)

UK 100

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Activity Description
West Newton Planned Operations	£2.2m
Potential Victory Project Funding	£1.0m
PEDL 183 Running Room	£2.5m
Contingency, G&A, and Transaction Costs	£1.8m
Total Use of Proceeds	£7.5m

Director	Existing holding of Ordinary Shares	New Ordinary Shares to be issued pursuant to the Subscription	Resultant holding of Ordinary Shares Immediately following Admission	Resultant holding as a % of the enlarged share capital following Admission
Jeremy Edelman	169,000,000	4,545,454	173,545,454	2.05%
Sachin Oza	16,637,058	1,818,181	18,455,239	0.22%
Marcos Mozetic	12,222,111	4,545,454	16,767,565	0.20%
Mike Felton	8,386,431	4,545,454	12,931,885	0.15%
Anthony Samaha	1,000,000	2,727,272	3,727,272	0.04%
Total	207,245,600	18,181,815	225,427,415	2.66%

1.	The Bookrunner arranged the Placing as agent for and on behalf of the Company. Participation was only be available to persons invited to participate by the Bookrunner. The Bookrunner, following consultation with the Company, determined in their absolute discretion the extent of each Placee's participation in the Placing, which was not necessarily the same for each Placee.
2.	The price payable per new Ordinary Share was the Placing Price.
3.	A Placee's commitment to subscribe for a fixed number of Placing Shares was agreed with and confirmed to it orally by the Bookrunner and a contract note (a "Contract Note") was despatched thereafter. The oral confirmation to the Placee by the Bookrunner constituted an irrevocable, legally binding contractual commitment to the Bookrunner (as agent for the Company) to subscribe for the number of Placing Shares allocated to it on the terms set out in this appendix.
4.	Commissions were not paid to Placees or by Placees in connection with the Placing.
5.	The Bookrunner had the right, inter alia, to terminate the agreement entered into between the Bookrunner and the Company in connection with the Placing (the "Placing Agreement") at any time prior to Admission if, inter alia, (i) there had been any material breach of the warranties, undertakings or other obligations on the part of the Company contained in the Placing Agreement; or (ii) an event of force majeure occurred. If the Placing Agreement was terminated prior to Admission, the Placing would have lapsed and the rights and obligations of the Placees hereunder would have ceased and determined at such time and no claim could be made by any Placee in respect thereof. In such event, all monies (if any) paid by the Placees to the Bookrunner at such time would have been returned to the Placees at their sole risk without any obligation on the part of the Company or the Bookrunner or any of their respective affiliates to account to the Placees for any interest earned on such funds. The Placees acknowledged and agreed that the Company and the Bookrunner could, at their sole discretion, exercise their contractual rights to waive or to extend the time and/or date for fulfilment of any of the conditions in the Placing Agreement. Any such extension or waiver would have affected Placees' commitments.
6.	The Bookrunner acted exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the clients of the Bookrunner or for providing advice in relation to the matters described in this announcement. The Bookrunner shall not have any liability to any Placee nor shall they owe any Placee fiduciary duties in respect of any claim they may have under the Placing Agreement (or to any other person whether acting on behalf of a Placee or otherwise) in respect of the exercise of their contractual rights to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of termination of the Placing Agreement or in respect of the Placing generally.
7.	Each Placee acknowledged to, and agreed with, the Bookrunner for itself and as agent for the Company, that except in relation to the information in this announcement, it relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing.
8.	Settlement of transactions in the Placing Shares following Admission will take place within CREST, subject to certain exceptions. The Bookrunner reserves the right to require settlement for and delivery of the Placing Shares to the Placees in such other means that it deems necessary if delivery or settlement is not possible within CREST within the timetable set out in this announcement or would not be consistent with the regulatory requirements in the jurisdictions of such Placees.
9.	It is expected that settlement of the Placing will occur on 1 February 2021, on which date each Placee must settle the full amount owed by it in respect of the Placing Shares allocated to it. The Bookrunner may (after consultation with the Company) specify a later settlement date (or dates) at its absolute discretion. Payment must be made in cleared funds. The payment instructions for settlement in CREST and settlement outside of CREST will be notified to each Placee by the Bookrunner. The trade date of the Placing Shares is 28 January 2021. Interest is chargeable daily on payments to the extent that value is received after the due date at the rate per annum of 2 percentage points above the Barclays Bank plc base rate. If a Placee does not comply with these obligations, the Bookrunner may sell the Placing Shares allocated to such Placee (as agent for such Placee) and retain from the proceeds, for its own account, an amount equal to the Placing Price plus any interest due. The relevant Placee will, however, remain liable, inter alia, for any shortfall below the Placing Price and it may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of its Placing Shares on its behalf. Time shall be of the essence as regards the obligations of Placees to settle payment for the Placing Shares and to comply with their other obligations under this appendix.
10.	If Placing Shares are to be delivered to a custodian or settlement agent of a Placee, the relevant Placee should ensure that its Contract Note is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are to be registered in the name of a Placee or that of its nominee or in the name of any person for whom the Placee is contracting as agent or that of a nominee for such person, such Placing Shares will, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax. Placees should match the CREST details as soon as possible or if using a settlement agent they should instruct their agent to do so. Failure to do so could result in a CREST settlement fine.

1.	represented and warranted that it had read this announcement in its entirety and acknowledged that its participation in the Placing would be governed by the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings of this announcement (including this appendix);
2.	acknowledged that no offering document or prospectus had been or would be prepared in connection with the Placing and that it had not received a prospectus or other offering document in connection therewith;
3.	represented, warranted and undertook that it would subscribe for the Placing Shares allocated to it in the Placing and pay for the same in accordance with the terms of this appendix failing which the relevant Placing Shares may be placed with other subscribers or sold as the Bookrunner determines and without liability to such Placee;
4.	confirmed the Bookrunner's absolute discretion with regard to the Placing Agreement and agreed that the Bookrunner owed it no fiduciary duties in respect of any claim it may have relating to the Placing;
5.	undertook and acknowledged that its obligations under the Placing would be legally binding and irrevocable;
6.	represented and warranted that it was entitled to subscribe for Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed and complied with such laws and obtained all such governmental and other guarantees and other consents which may be required thereunder and complied with all necessary formalities;
7.	acknowledged that it was not entitled to rely on any information (including, without limitation, any information contained in any investor presentation given in relation to the Placing) other than that contained in this announcement (including this appendix and represented and warranted that it had not relied on any representations relating to the Placing, the Placing Shares or the Company other than the information contained in this announcement);
8.	acknowledged that neither the Bookrunner nor the Company nor any of their affiliates 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 other than this announcement; nor has it requested the Bookrunner, the Company, any of their affiliates or any person acting on behalf of any of them to provide it with any such material;
9.	represented and warranted that the issue to the Placee, or the person specified by such Placee for registration as holder of Placing Shares, would not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services);
10.	represented and warranted that it was aware of and had complied with its obligations in connection with money laundering under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Anti Terrorism Crime and Security Act 2001 and the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (together, the "Regulations") and, if it was making payment on behalf of a third party, that satisfactory evidence had been obtained and recorded by it and that the applicable procedures had been carried out to verify the identity of the third party as required by the Regulations;
11.	if in the United Kingdom, represented and warranted that: (a) it is a person falling within Article 19(5) or Article 49(2)(a) to (d) of the Order 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; and (b) it is a Qualified Investor; or (c) 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 Prospectus Regulation, (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the UK other than Qualified Investors or in circumstances in which the prior consent of the Bookrunner has not been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in the UK other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation as having been made to such persons; or (d) such securities are sold in any other circumstance which does not require the publication of a prospectus by the Company pursuant to the Prospectus Regulation; or (e) 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 that, unless otherwise agreed with the Company, it (and any such account) is subscribing for the Placing Shares in an "offshore transaction" (within the meaning of Regulation S under the US Securities Act).
12.	represented and warranted that is had only communicated or caused to be communicated and would only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;
13.	represented and warranted that it had complied and would comply with all applicable provisions of (i) FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom and (ii) the Prospectus Regulation;
14.	acknowledged that the Bookrunner was acting solely for the Company and that participation in the Placing was on the basis that it was not and would not be a client or customer of the Bookrunner or any of its affiliates and that the Bookrunner and its affiliates had no duties or responsibilities to it for providing the protections afforded to their clients or customers or for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of the Bookrunner's rights and obligations thereunder, including any right to waive or vary conditions or exercise any termination right;
15.	represented and warranted that its obligations under the Placing were valid, binding and enforceable and that it had all necessary capacity and authority, and had obtained all necessary consents and authorities to enable it to commit to participation in the Placing and to perform its obligations in relation thereto and would honour its obligations (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this announcement);
16.	undertook and agreed that (i) the person whom it specified for registration as holder of the Placing Shares was (a) the Placee or (b) a nominee of the Placee, (ii) neither the Bookrunner nor the Company or any of their respective affiliates would be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agreed to subscribe on the basis that the Placing Shares would be allotted to the CREST stock account of the Bookrunner which would act as settlement agent in order to facilitate the settlement process;
17.	acknowledged that any agreements entered into by it pursuant to these terms and conditions would be governed by and construed in accordance with the laws of England and it submitted (on behalf of itself and on behalf of any person on whose behalf it was acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract;
18.	represented and warranted that it understood that the Placing and sale to it of the Placing Shares had not been and will not be registered under the US Securities Act or the laws of any state of the United States; therefore, it agreed that it would not offer, sell or pledge any Placing Shares in the United States unless and until the Placing Shares are registered under the US Securities Act (which it acknowledged the Company has no obligation to do);
19.	acknowledged that 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, 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 (the "Exchange Information"), and that it was able to obtain or access the Exchange Information without undue difficulty, and was able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;
20.	acknowledged the obligations regarding insider dealing in the Criminal Justice Act 1993, market abuse under the MAR and the Proceeds of Crime Act 2002 and confirmed that it had and would continue to comply with those obligations;
21.	represented and warranted that it had neither received nor relied on any confidential or price-sensitive information concerning the Company in accepting the invitation to participate in the Placing;
22.	the Placee consented to the Company making a notation on its records or giving instructions to any registrar and transfer agent of the Shares in order to implement the restrictions on transfer set forth and described above;
23.	if required by applicable securities laws or as otherwise reasonably requested by the Company, the Placee will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Placing Shares;
24.	the Placee has such knowledge and experience in financial, business and tax matters as to be capable of evaluating the merits and risks of its investment in the Placing Shares and it is able to bear the economic risks and complete loss of such investment in the Placing Shares;
25.	represented and warranted that it was purchasing the Placing Shares for its account or for the account of one or more persons for investment purposes only and not with the purpose of, or with a view to, the resale, transfer or distribution or granting, issuing or transferring of interests in, or options over, the Placing Shares and, in particular, neither the Placee nor any other person for whose account it is purchasing the Placing Shares has any intention to distribute either directly or indirectly any of the Placing Shares in the United States;
26.	represented and warranted that it had such knowledge and experience in financial and business matters and expertise in assessing credit and all other relevant risks that it was capable of evaluating independently, and had evaluated independently and conducted an in-depth detailed analysis on, the merits and risks of a purchase of the Placing Shares for itself and each other person, if any, for whose account it was acquiring any Placing Shares, and it had determined that the Placing Shares were a suitable investment for itself and each other person, if any, for whose account it was acquiring any Placing Shares, both in the nature and the number of the Placing Shares being acquired;
27.	represented and warranted that it had been independently advised as to any resale restrictions under applicable securities laws in its own jurisdiction and had not been the recipient of materials of the Company or Placing and no offer or invitation to sell or issue, or any solicitation to purchase or subscribe for, Placing Shares had been made in circumstances that would or might constitute a breach of securities laws in any relevant jurisdiction which applies to it;
28.	acknowledged and agreed that the Placing Shares had not been and would not be registered under the relevant securities laws of any member state of the EEA or any of Australia, Japan, Jersey or South Africa or any state or territory within any such country and, subject to certain limited exceptions, may not be, directly or indirectly, offered, sold, renounced, transferred, taken-up or delivered in, into or within those jurisdictions;
29.	acknowledged that it and, if different, the beneficial owner of the Placing Shares was not, and at the time the Placing Shares were acquired would not be residents of any member state of the EEA (save where the Bookrunner had confirmed to the Placee that where the beneficial holder is resident in an EEA member state it had transitional relief for the member state concerned), Australia, Canada, Japan, or the Republic of South Africa;
30.	represented, warranted and acknowledged to the Bookrunner that it was outside the United States and would only offer and sell the Placing Shares outside the United States in offshore transactions in accordance with Regulation S under the US Securities Act;
31.	acknowledged that it would 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 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;
32.	acknowledged that any monies of any Placee or any person acting on behalf of the Placee held or received by the Bookrunner would not be subject to the protections conferred by the FCA's Client Money Rules. As a consequence, those monies would not be segregated from the monies of the Bookrunner and may be used by the Bookrunner in the course of its business, and the relevant Placee or any person acting on its behalf would therefore rank as a general creditor of the Bookrunner;
33.	agreed to indemnity and hold the Bookrunner, the Company and their respective affiliates harmless from any and all costs, claims liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agreed that the provisions of this Appendix shall survive after completion of the Placing;
34.	represented and warranted that it had complied with any obligations under MAR; and
35.	represented and warranted that it had not taken any action which will or may result in the Bookrunner or the Company acting in breach of any law, regulation or requirement of any territory or jurisdiction in connection with its participation in the Placing.

"2C"	denotes a best estimate scenario of contingent resources
"Admission"	the admission to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules for Companies
"AIM"	the AIM market of the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies issued by the London Stock Exchange
"bcf"	billion cubic feet
"boepd"	barrels of oil equivalent per day
"Bookrunner"	Stifel Nicolaus Europe Limited
"Company"	Reabold Resources plc
"contingent resources"	these are resources that are potentially recoverable but not yet considered mature enough for commercial development due to technological or business hurdles. For contingent resources to move into the Reserves category, the key conditions, or contingencies, that prevented commercial development must be clarified and removed. As an example, all required internal and external approvals should be in place or determined to be forthcoming, including environmental and governmental approvals. There also must be evidence of firm intention by a company's management to proceed with development within a reasonable time frame (typically five years, though it could be longer)
"CPR"	Competent Person's Report
"CREST"	the system enabling title to securities to be evidenced and transferred in dematerialised form operated by Euroclear UK & Ireland Limited
"EEA"	the European Economic Area
"FCA"	the Financial Conduct Authority
"FDP"	Field Development Plan
"FSMA"	the Financial Services and Markets Act 2000 (as amended)
"GIIP"	gas initially in place
"London Stock Exchange"	London Stock Exchange plc
"m"	million
"MAR"	Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse as it forms part of the law of England and Wales by virtue of section 3 of the EUWA and as modified by or under the EUWA or other domestic law (including but not limited to the Market Abuse (Amendment) (EU Exit) Regulations 2019/310)
"mD"	Millidarcy
"mmbbl"	millions of barrels of oil
"mmscf/d"	million standard cubic feet of natural gas per day
"NPV10"	net present value, discounted at a ten per cent. discount rate
"OIIP"	oil initially in place
"OGA"	Oil & Gas Authority
"Ordinary Shares"	the ordinary shares in the capital of the Company in issue at the date of this announcement
"Placing"	the Placing by the Bookrunner of the Placing Shares on behalf of the Company pursuant to the Placing Agreement and subject to the terms and conditions set out or referred to in this announcement
"Placing Agreement"	the agreement entered into between the Bookrunner and the Company in connection with the Placing
"Placing Shares"	the new Ordinary Shares to be issued in connection with the Placing
"Prospectus Regulation"	Regulation (EU) No 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, as it forms part of the law of England and Wales by virtue of section 3 of the EUWA and as modified by or under the EUWA or other domestic law
"reserves"	those quantities of petroleum anticipated to be commercially recoverable by application of development projects to known accumulations from a given date forward under defined conditions;
"resources"	deposits of naturally occurring hydrocarbons which, if recoverable, include those volumes of hydrocarbons either yet to be found (prospective) or if found the development of which depends upon a number of factors (technical, legal and/or commercial) being resolved (contingent)
"UK" or "United Kingdom"	the United Kingdom of Great Britain and Northern Ireland
"US" or "United States"	United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and all other areas subject to its jurisdiction
"US Person"	has the meaning given in Regulation S under the US Securities Act
"US Securities Act"	the US Securities Act of 1933, as amended