Proposed Fundraising of a minimum of £20 million

Invinity Energy Systems PLC

20 October 2026

 

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

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN INVINITY ENERGY SYSTEMS PLC. FURTHER, THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN INVINITY ENERGY SYSTEMS PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY INVINITY ENERGY SYSTEMS PLC TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

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

UNLESS OTHERWISE INDICATED, CAPITALISED TERMS IN THIS ANNOUNCEMENT HAVE THE MEANINGS GIVEN TO THEM IN THE DEFINITIONS SECTION INCLUDED IN APPENDIX III.

20 October 2026

Invinity Energy Systems plc

("Invinity" or the "Company")

Proposed Fundraising of a minimum of £20 million

Cornerstone Commitment of a minimum of £10 million from National Wealth Fund

Invinity Energy Systems plc (AIM: IES), a global leader in vanadium flow battery (“VFB”) technology, is pleased to announce its intention to raise, in aggregate, a minimum of £20 million (before expenses) by way of a subscription for new Ordinary Shares with National Wealth Fund (the "Subscription") and a placing of new Ordinary Shares (the “Placing”). Alongside the Subscription and Placing, the Company will also launch a separate retail offer which is the subject of a separate announcement (the "Retail Offer" and together with the Subscription and Placing, the “Fundraising”), in each case at an issue price of 10 pence per new Ordinary Share (the "Issue Price").

Highlights, Current Trading and Outlook

• Cornerstone investment from National Wealth Fund ("NWF"), which holds approximately 19% of the Company’s issued share capital, via a conditional subscription of a minimum of £10 million, up to a maximum of £12.5 million;
• Placing with institutional investors to raise a minimum of £10 million via an accelerated bookbuild;
• Gross proceeds from the Placing and Subscription will be utilised as follows:
  • £10 million to accelerate development and product cost reduction;
  • £8 million for working capital;
  • £2 million to invest in manufacturing capacity in the UK and USA;
  • Excess capital raised in the Fundraising will drive further investment in production capacity and for general working capital

The Fundraising will enable the Company to progress its product cost reduction plans, building on the margin improvements reported in the H1 2026 results and strengthen its working capital position as the Company delivers against key commercial and corporate milestones. Alongside this targeted investment, and informed by shareholder feedback, the Company will maintain a disciplined focus on commercial delivery while actively managing and reducing corporate overheads.

The Company intends to provide retail investors with the opportunity to participate in the Fundraising by way of the Retail Offer via the Winterflood Retail Access Platform ("WRAP") to raise up to £5 million at the Issue Price. A separate announcement will be made in due course regarding the Retail Offer and its terms. 

NWF has conditionally agreed to match the funds raised through the Retail Offer, on a pound-for-pound basis, subject to the aggregate size of the Fundraising not exceeding £25 million, increasing the maximum size of the Subscription to £12.5 million. Should the aggregate size of the Placing and Retail Offer exceed £12.5 million, the Subscription is then expected to scale back down to allow the Retail Offer to increase up to a maximum size of £5 million, whilst the total size of Fundraising would remain limited to £25 million.

Commercial & Operational Outlook

As set out in the interim results, the Company's committed order book provides firm coverage of the substantial majority of expected FY 2026 revenue and more than half of FY 2027 revenue expectations. The table below summarises the Company’s commercial revenue outlook for FY 2026 and FY 2027, being the periods over which it has the greatest revenue visibility.

Beyond this, the conversion of existing Frameworks and Development Pipeline opportunities is expected to drive a step-change in delivery volumes from FY 2028 onwards. As the timing of these conversions remains subject to factors including customer financing, permitting and grid connection, FY 2028 is no longer reflected in the outlook. The scale of the underlying opportunity remains unchanged, with a total pipeline of commercial interest exceeding 12.5 GWh.

Commercial Revenue & Project Grant Income	2026 £m	2027 £m
Order Book	11	25
Frameworks	1	8
Development Pipeline	1	16

Where:

• Order Book reflects signed unconditional contracts expected to generate revenue in the relevant year that have either been delivered (and revenue recognised) or are in the fulfilment phase. Risks related to supply chain and the timing of revenue recognition remain.
• Frameworks include projects where the customer has signed an MoU, Master Services Agreement or contract subject to Notice-to-Proceed. Invinity has lower confidence in assessing the timing of delivery and revenue for these projects as risks related to final documentation and financing remain.
• Development Pipeline includes projects where the customer has engaged Invinity in a procurement process, submitted Invinity's products to a public procurement scheme or applied for relevant permits. Figures presented are risk-weighted, taking into account uncertainty of conversion in the relevant time period. For the avoidance of doubt this is not an exhaustive list of all the leads with potential customers. Revenue is expected to be recognised in the relevant year, however commercial and site-specific development risks remain.

FlexBase TZL Project

Further to previous announcements, the engineering and detailed design phase of FlexBase Group's Technology Centre Laufenburg ("TZL") project continues to progress on schedule. As part of this phase, Invinity recently completed the Preliminary Design Review with FlexBase, which assessed the current state of the system design and verified compliance with project requirements. Further announcements will be made in due course as the project advances.

Investment-Grade Insurance Wrap

In line with its strategy to enhance the bankability of its technology, the Company has made important progress towards introducing an investment-grade insurance wrap for its products. By providing independent third-party assurance of product performance over the life of a project, the wrap is expected to support broader access to project finance debt and infrastructure capital for Invinity's customers. Commercial terms have now been agreed, subject to final documentation, with a leading Tier 1 insurer and Lloyd's of London syndicate member, and the Company expects to make the solution available to customers by early next year.

Succession of Non-Executive Chair

As previously announced, Neil O'Brien has informed the Board of his intention to retire as Non-Executive Chair. Following the conclusion of a formal succession process led by the Nomination Committee and supported by an independent external adviser, the Board is pleased to announce that Volker Beckers CBE, who is currently a Non-Executive Director of the Company, has been selected as Neil's successor. Volker has over 30 years’ international energy industry experience including a decade as Group CFO and then CEO of fully integrated energy company, RWE npower and his appointment is expected to take effect following completion of the Fundraising with Neil remaining on the Board until an orderly transition has been completed. As part of this transition, and consistent with the Company's wider focus on streamlining its corporate overheads, the Board intends to review its size and composition to ensure it is appropriately structured for the Company's next phase of growth.

Further to the above, Neil O’Brien, has indicated his intention to subscribe for 500,000 Placing Shares at the Issue Price, representing an aggregate investment of approximately £50,000.

The participation of Neil O’Brien in the Placing is conditional upon, inter alia, the passing of the Resolutions at the General Meeting and Admission. A further announcement containing final details of Mr O’Brien's participation and his resultant beneficial shareholding in the Company will be made following completion of the Fundraising.

Canaccord Genuity Limited ("Canaccord Genuity"), Panmure Liberum Limited ("Panmure Liberum") and VSA Capital Limited ("VSA Capital") are acting as joint bookrunners in relation to the Placing (the “Joint Bookrunners”).

The Company decided to utilise a Capital Access Window and, accordingly, trading in the Ordinary Shares of the Company was suspended with effect from 7.30 a.m. on 19 October 2026. The Company expects to announce the outcome of the Placing and the Retail Offer in the coming days, following which trading in the Ordinary Shares is expected to resume. 

The Placing will be conducted by way of an accelerated bookbuild ("Bookbuild"), which will be launched immediately following this Announcement in accordance with the terms and conditions set out in Appendix II to this Announcement. The Issue Price represents a discount of 43.5 per cent. to the closing mid-market price of 17.7 pence per Ordinary Share on 16 October 2026, being the last practicable date prior to the Company entering into the Capital Access Window.

Enquiries:

Invinity Energy Systems plc	[phone]
Jonathan Marren, Chief Executive Officer Joe Worthington, Senior Director, Corporate Affairs
Canaccord Genuity (Nominated Adviser, Joint Broker and Joint Bookrunner)	[phone]
Henry Fitzgerald-O'Connor / Harry Pardoe / Charlie Hammond Sam Lucas / Darren Furby (ECM)
Panmure Liberum (Joint Broker and Joint Bookrunner)	[phone]
Scott Mathieson / Amrit Mahbubani / Inaya Rafique
Mark Murphy / Sam Elder (ECM)
VSA Capital (Joint Broker and Joint Bookrunner)	[phone]
Andrew Monk / Andrew Raca

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.

Expected timetable of principal events

Announcement of the Fundraising (this announcement)	7.00 a.m. on 20 October 2026
Announcement of the launch of the Retail Offer	7.01 a.m. on 20 October 2026
Announcement of the results of the Placing	20 October 2026
Retail Offer closes	4.30 p.m. on 21 October 2026
Announcement of the result of the Retail Offer	7.00 a.m. on 22 October 2026
Resumption of trading in Ordinary Shares and ending of the Capital Access Window	7.30 a.m. on 22 October 2026
Publication and posting of the Circular and Form of Proxy	23 October 2026
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	11.15 a.m. on 9 November 2026
General Meeting	11.15 a.m. on 11 November 2026
Result of the General Meeting announced	11 November 2026
Admission and commencement of dealings in the Fundraising Shares on AIM	8.00 a.m. on 12 November 2026
Where applicable, expected date for CREST accounts to be credited in respect of the Fundraising Shares in uncertificated form	12 November 2026
Where applicable, expected date for despatch of definitive share certificates for Fundraising Shares in certificated form	within 14 days of Admission

Notes:

1. Each of the above times and/or dates is subject to change at the absolute discretion of the Company and the Joint Bookrunners. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.
2. All of the above times refer to London time unless otherwise stated.
3. All events listed in the above timetable following the General Meeting are conditional on the passing of the Resolutions at the General Meeting.

The Fundraising

The Placing is being conducted through a Bookbuild process, which will be launched immediately following this Announcement and will be made available to new and existing eligible institutional investors. The Placing is subject to the terms and conditions set out in Appendix II to this Announcement. The Bookbuild will be closed at the discretion of the Joint Bookrunners, in consultation with the Company. The number of Placing Shares will be announced following the close of the Bookbuild.

NWF has entered into a subscription agreement with the Company (the "NWF Subscription Agreement") pursuant to which it has conditionally agreed to subscribe for a minimum of £10 million of Subscription Shares at the Issue Price. NWF is the UK Government's policy bank (formerly UK Infrastructure Bank) and currently holds approximately 19.1 per cent. of the Company's issued share capital.

NWF’s subscription is conditional upon, inter alia, the passing of the Resolutions and the Company securing matched funding from other investors at the Issue Price totalling at least the amount of NWF’s subscription.

As NWF is a substantial shareholder in the Company (as defined in the AIM Rules), NWF's participation in the Subscription constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The Independent Directors, having consulted with Canaccord Genuity, the Company's Nominated Adviser, consider the terms of NWF's participation in the Fundraising, including the NWF Underwriting Fee, are fair and reasonable insofar as Shareholders are concerned. Further details of the NWF Subscription Agreement are set out in Appendix I to this Announcement.

The Fundraising is conditional upon, inter alia, Shareholders approving the Resolutions at the General Meeting to grant the Directors the authority to allot the new Ordinary Shares pursuant to the Fundraising and to disapply statutory pre-emption rights in respect of such allotment, the Placing Agreement not having been terminated in accordance with its terms, and Admission. Admission is expected to occur at 8.00 a.m. on 12 November 2026 or such later time and/or date as the Company and the Joint Bookrunners may agree (being in any event no later than 27 November 2026).

The proceeds of the Fundraising will support working capital requirements into the first half of 2028 by which time the Company expects to have achieved a number of material commercial and corporate milestones.

Further information on the Placing

• Allocation of the Placing Shares shall be determined by the Company in consultation with the Joint Bookrunners.
• Should the Resolutions not be passed at the General Meeting and the Fundraising not be completed, the proposed proceeds would not be available to the Company and the Company would have to explore other funding alternatives to support its working capital requirements. No assurance can be given that any such funding would be available, or available on terms commercially acceptable to the Company.
• Detailed terms and conditions of the Placing are set out in Appendix II to this Announcement.
• The Placing is conditional on the Subscription and the Subscription is conditional on the Placing, but neither the Placing nor the Subscription is conditional on the Retail Offer. The Retail Offer is conditional on, inter alia, completion of the Placing and the Subscription. It is intended that Admission of all new Ordinary Shares pursuant to the Fundraising will occur at the same time.

Capital Access Window

In connection with the Fundraising, the Company decided to utilise a Capital Access Window under the AIM Rules for Companies. The Capital Access Window is a voluntary pause to the trading of a company's shares to make it easier for companies to reach a broader range of investors during a fundraise. Accordingly, the Company requested the temporary suspension of trading in the Ordinary Shares with effect from 7.30 a.m. on 19 October, until a further announcement is made detailing the results of the Fundraising.

Following the announcement of the results of the Fundraising, trading in the Ordinary Shares is expected to resume.

Retail Offer

The Company values its retail shareholder base and believes it is appropriate to provide retail investors in the United Kingdom with the opportunity to participate in the Fundraising alongside institutional investors. The Company therefore intends to launch the Retail Offer to raise up to an additional £5 million at the Issue Price via WRAP. A separate announcement will be made regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

Overview of Invinity

Invinity delivers flexible energy storage solutions which address the needs of customers operating in the grid-scale battery, commercial & industrial and AI datacentre sectors globally. To date, the Company has delivered more than 2,000 batteries for over 100 projects across 20 countries, with more than 11 GWh of energy delivered from its installed fleet since 2022. This operating track record underlines Invinity’s position as a leader in vanadium flow battery technology globally.

The Company’s achievements in the year to date demonstrate its transition from a technology leader to a commercially-scaling energy storage business at a time when the rapid growth of AI, electrification and renewable energy is increasing demand for flexible, high-throughput energy storage solutions.

1.       Competitive Positioning

Invinity’s commercial targeting is focused on three core customer segments:

1. Standalone / Co-located LDES
2. Commercial & Industrial
3. AI Infrastructure

Across these segments, Invinity’s flexible energy storage technology maximises value for customers by delivering a low levelised cost of storage ("LCOS") through:

• Variable duration: 2.5 to 24 hour discharge durations to suit multiple use cases;
• Unlimited cycles: no electrolyte degradation with use, and unlimited cycles under warranty;
• Flexible operation: fast response and ramp capability across multiple operating modes; and by being
• Inherently safe: no risk of thermal runaway, supporting faster planning and permitting.

Invinity’s operating track record is another key competitive advantage with delivered energy from the Company’s global battery fleet having grown from approximately 7 GWh in October 2025 to over 11 GWh in September 2026, reflecting the durability and quality of the Company's technology in operation.

Invinity primarily operates across the UK & Europe, North America and Asia and offers domestic content options which can serve these markets and leverage local incentives. Invinity's product architecture and delivery strategy support this through a low-cost global supply chain, regional manufacturing facilities that can be built quickly and at low capital cost, consistent assembly processes that support quality control, and standardised, modular sub-assemblies that reduce delivery risk and cost. The Company’s footprint includes Invinity’s design and manufacturing facilities in Vancouver (Canada) and Bathgate and Motherwell (UK) and through partners in China. The Company expects to establish a manufacturing facility in the United States during 2026 to support customer deliveries from 2027 and expand global production capacity in line with growing demand. Invinity also has a sales and customer support facility in California and a sales and investor relations office in London.

2.        Value Proposition and Commercial Pipeline

An independent study commissioned in August 2026 found that Invinity’s value proposition is typically strongest in applications where site load requirements and/or grid constraints necessitate high-cycling, high-stress battery operation. In these applications, Invinity batteries typically achieve a 12-23% levelised cost (LCOS) advantage for projects commencing operation in 2028. The Company’s value proposition across each of the three core customer segments is summarised below:

Standalone / Co-located LDES

Customers are developers, owners and operators of grid-connected assets, either as standalone energy storage facilities or co-located with renewable generation. Invinity's advantages include long 30+ year asset life with minimal degradation, flexible duration, fast response, easier permitting and planning, and where applicable, domestic content options. In this segment, Invinity’s products compete strongly in contracted LDES schemes requiring minimum through-life capacity and/or domestic content.

Commercial & Industrial

Customers are medium to large businesses with significant electricity demand. These customers typically use Invinity’s batteries, either charging from the grid or renewable energy to manage on-site power fluctuations, manage existing grid constraints and/or avoid peak pricing period. Applications include but are not limited to EV charging hubs, Electric Arc Furnaces and Electrified Ports. Invinity's advantages include unlimited cycling to support daily use, flexible duration, fast response and inherent safety.

AI infrastructure

Customers are developers and operators of AI data centre infrastructure that combine on-site generation with highly variable loads. Invinity’s customers in this sector may face grid constraints and may look to utilise a combination of onsite renewable generation and Invinity batteries to power their datacentre operations and manage frequent demand spikes depending on the operating profile of the facility. Invinity's advantages include low cost per cycle for high-stress use cases, fast ramping and response capabilities, and inherent safety.

As at September 2026, Invinity's un-risked commercial pipeline, comprising development, framework and order book opportunities, totalled approximately 12.8 GWh for delivery across FY26-28. The Company’s commercial pipeline is concentrated in LDES and Datacentre opportunities in North America and Europe.

By Stage	MWh
Development (advanced pipeline and tendered opportunities)	11,836
Framework (signed MoUs, MSAs and contracts subject to notice to proceed)	842
Order book (signed unconditional contracts)	77
Total Commercial Pipeline	c.12,800

3.        Product Cost Reduction Programme

Product cost reduction remains a central focus of Invinity's product development programme. The Company achieved a 60% reduction in product cost during the lifecycle of its previous VS3 platform (2021-2024) and has delivered a further 62% reduction within the Endurium platform from launch to current pre-production (2024 to Q1 2027). Invinity is targeting a further 56% reduction in Endurium costs by 2030, supporting the Company's objective of improving margins and expanding its addressable market.

Invinity's product cost reduction programme has recently been independently validated by DNV, a global engineering assurance provider.

4.        Strategy and Outlook

Invinity is transitioning from a technology leader to a commercial scaling energy storage business at a time when rapid electrification and the growth of AI is increasing demand for flexible energy storage solutions. The proceeds of the Fundraising will support working capital requirements into the first half of 2028 by which time the Company expects to have achieved a number of material commercial and corporate milestones which will significantly advance this transition and the delivery of Invinity’s four strategic objectives:

• Enhance customer value by deploying its technology in applications where flexibility and durability is required;
• Build bankability by leveraging the Company's operating track record and developing financing and insurance solutions;
• Drive product cost reduction with the objective of achieving upfront price parity with incumbent solutions to open new markets; and
• Expand manufacturing capacity through regional production facilities capable of serving strategic markets and supporting growing demand.

The delivery of these objectives will guide the Company’s capital allocation and cost rationalisation activities over the next 12 months, ensuring resources are concentrated on the activities that most directly drive growth. With proven technology, falling product costs and a substantial commercial pipeline, Invinity is well positioned to capitalise on growing demand for its products globally and build a scalable business that delivers sustainable, long-term value for shareholders.

APPENDIX I

MATERIAL CONTRACTS RELATING TO THE SUBSCRIPTION AND PLACING

NWF Subscription Agreement

Pursuant to the NWF Subscription Agreement dated the date of this Announcement between the Company and NWF, NWF have conditionally agreed to subscribe for a number of shares equal to the aggregate number of Placing Shares and Retail Offer Shares, subject to a maximum of 125,000,000 Ordinary Shares. Accordingly, the Subscription will raise gross proceeds of a minimum of £10 million and a maximum of £12.5 million. Should the aggregate size of the Placing and Retail Offer exceed £12.5 million, the Subscription is then expected to scale back down to allow the Retail Offer to increase up to a maximum size of £5 million, whilst the total size of Fundraising would remain limited to £25 million.

Completion of the Subscription is conditional upon, among other matters:

• publication of the relevant Fundraising announcements and dispatch of the Circular;
• the passing of the Resolutions at the General Meeting;
• the Company securing matched funding from other investors at the Issue Price totalling at least the amount of NWF’s subscription;
• confirmation from the Joint Bookrunners that they have received legally binding commitments from the Placees;
• to the extent applicable, confirmation that the legally binding commitments have been received from the participants in the Retail Offer;
• the aggregate subscription value of the matched funding (being the aggregate subscription value of the Placing Shares and the Retail Offer Shares) is not less than the gross aggregate value of the proceeds of the Subscription
• the relevant matched-funding agreement (being the Placing Agreement) remaining in full force and effect immediately prior to Admission;
• the Company’s warranties remaining true, accurate and not misleading in all material respects;
• no material adverse change having occurred; and
• Admission becoming effective by no later than the Long Stop Date.

In consideration for NWF agreeing to make the subscription commitment, which enabled the Company to launch the Fundraising, the Company will pay NWF an underwriting fee equal to 3.5 per cent. of the difference between NWF’s final investment amount and approximately £3.8 million, being NWF’s pro rata share of a £20 million minimum Fundraising quantum (the “NWF Underwriting Fee”).

The Company has also agreed to reimburse NWF for costs and expenses properly and reasonably incurred in connection with the NWF Subscription Agreement, the Subscription and related matters, including legal and professional fees, up to a maximum of £100,000 plus applicable VAT.

The Subscription Shares will be issued credited as fully paid, free from encumbrances and ranking pari passu in all respects with the Company’s Existing Ordinary Shares, including the right to receive dividends and other distributions declared, made or paid after Admission.

Placing Agreement

On the date of this Announcement, the Company entered into a placing agreement with the Joint Bookrunners, pursuant to which the Joint Bookrunners, as agents for the Company conditionally agreed to use their respective reasonable endeavours to procure subscribers for the Placing Shares comprising a minimum of 100,000,000 Ordinary Shares at the Issue Price. The Placing Agreement contains the customary warranties and indemnity from the Company in favour of the Joint Bookrunners.

The Placing is conditional, amongst other matters, upon the Subscription. The Placing is not underwritten.

IMPORTANT NOTICES

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN THEM, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, FORWARDING OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

Neither this Announcement nor any part of it constitutes 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, Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction in which the same would be unlawful. No public offering of the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company or any of the Joint Bookrunners or any of their respective affiliates, or any person acting on its or their behalf 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 the Joint Bookrunners to inform themselves about, and to observe, any such restrictions.

No prospectus, offering memorandum, offering document or admission document has been or will be made available in connection with the matters contained in this Announcement and no such prospectus or other document is required (in accordance with Regulation (EU) No 2017/1129 (as amended) (the "EU Prospectus Regulation") or The Public Offers and Admissions to Trading Regulations 2024 (the "POATR") (as the case may be)) to be published. Persons needing advice should consult a qualified independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any State or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with the securities laws of any State or any other jurisdiction of the United States.

The Placing has not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, 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.

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

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

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

This Announcement has not been approved by the London Stock Exchange.

Certain statements contained in this Announcement constitute "forward-looking statements" with respect to the financial condition, results of operations and businesses and plans of the Company. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts involve risk and uncertainty because they relate to events and depend upon future circumstances that have not occurred. There are a number of factors that could cause actual results or developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. As a result, the Company's actual financial condition, results of operations and business and plans may differ materially from the plans, goals and expectations expressed or implied by these forward-looking statements. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement. The Company, its Directors, the Joint Bookrunners, their respective affiliates and any person acting on its or their behalf each expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or the London Stock Exchange.

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

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Fundraising. Any indication in this Announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. 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. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the new Ordinary Shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult their or its own independent legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

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

Notwithstanding any other statement in or provision of this Announcement, nothing in this Announcement shall be effective to limit or exclude liability for fraud or which otherwise, by law or regulation, cannot be so limited or excluded.

The new Ordinary Shares will not be admitted to trading on any stock exchange other than the AIM market of the London Stock Exchange.

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

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

APPENDIX II

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (TOGETHER, THE "ANNOUNCEMENT"), AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED (“CANACCORD GENUITY”), VSA CAPITAL LIMITED (“VSA CAPITAL”) AND/OR PANMURE LIBERUM LIMITED ("PANMURE LIBERUM") WHO ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"), (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 TO THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 ("POATR") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH PARAGRAPH 16 OF PART 2 OF SCHEDULE 1 TO THE POATR APPLIES) AND WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION (“RESTRICTED JURISDICTION”). THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES. ANY SECURITIES TO BE OFFERED AND SOLD IN CONNECTION WITH THE PLACING WILL BE OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO, REGULATION S UNDER THE SECURITIES ACT.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON DISPOSAL OF SUCH SHARES.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

EEA Product Governance

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

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

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

UK Product Governance

Solely for the purposes of Paragraph 3.2.8R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors, investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Canaccord Genuity, VSA Capital and Panmure Liberum will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

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

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

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

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

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

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

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

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

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity, VSA Capital and/or Panmure Liberum or by any of their respective affiliates, agents, directors, officers, consultants, partners or employees as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.

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

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

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

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

Details of the Placing and the Placing Shares

Canaccord Genuity, VSA Capital, Panmure Liberum and the Company have entered into a Placing Agreement, under which Canaccord Genuity, VSA Capital and Panmure Liberum have, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. It is expected that the Placing will raise a minimum £10 million in gross proceeds. The Placing is not being underwritten by Canaccord Genuity, VSA Capital, Panmure Liberum or any other person.

The Placing Shares are expected to be issued on 12 November 2026 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 27 November 2026). The issue of the Placing Shares is conditional on the passing at the General Meeting of the Resolutions by the requisite majorities and Admission occurring. 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 Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the relevant Placing Shares.

The Placing Shares will trade on AIM under IES with ISIN GB00BS9F9D74.

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

Application for Admission to Trading of the Placing Shares

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

It is expected that Admission will become effective and that dealings in the Placing Shares will commence on 12 November 2026 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 27 November 2026), subject to the passing of the Resolutions which are set out within the Notice of General Meeting.

Placing

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

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

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

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited by the Joint Bookrunners to participate. The Joint Bookrunners and any of their Affiliates are entitled to participate in the Placing as principal.

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

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

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

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

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

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

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

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

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

12. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners, nor (b) any of their Affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the Joint Bookrunners) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, no Bookrunner nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Conditions of the Placing

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

1. the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 8.00 am on 20 October 2026 or such later time and/or date agreed between the Company and the Joint Bookrunners;
2. the Second Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 5.00 pm on the day of the release of this Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;
3. the placing term sheet (the form of which is set out in the Placing Agreement) having been duly executed by the parties by no later than 5.00 pm on the day of the release of the Second Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;
4. the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 23 October 2026 or such later time and/or date agreed between the Company and the Joint Bookrunners;
5. the passing at the General Meeting of the Resolutions by the requisite majorities under the Act and such Resolutions remaining in full force and effect as at Admission;
6. the Application and all other documents required to be submitted with the Application, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange, being delivered to the London Stock Exchange not later than 9.00 am on 9 November 2026 or such later time and/or date agreed between the Company and the Joint Bookrunners;
7. the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
8. none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to Admission by reference to such facts or circumstances;
9. the obligations of the Joint Bookrunners not being terminated before Admission on the basis referred to below under "Right to terminate the Placing Agreement";
10. the Joint Bookrunners having received, in terms satisfactory to them, legally binding confirmations on the basis of the Announcement from Placees at the Issue Price in respect of all Placing Shares;
11. a meeting of the Board taking place to approve, amongst other things, the execution of the Placing Agreement and the allotment of the Subscription Shares and the Placing Shares (subject only to Admission);
12. the delivery by the Company to the Joint Bookrunners of those documents required under the Placing Agreement by the agreed times;
13. Admission taking place no later than 8.00 am on 12 November 2026 (as agreed with the Joint Bookrunners) or such later time as may be agreed between the Company and the Joint Bookrunners not being later than 8.00 am on the Long Stop Date;
14. no Supplementary Circular being required by the AIM Rules or otherwise under the Placing Agreement prior to Admission;
15. the delivery by the Company to the Joint Bookrunners of a duly executed warranty certificate in the form set out in the Placing Agreement by the agreed time;
16. between execution of the Placing Agreement and immediately prior to Admission, the NWF Subscription Agreement being valid, subsisting, in full force and effect, free from encumbrances, and all conditions applicable to the NWF Subscription Agreement that are required to have been fulfilled as at immediately prior to Admission (other than the occurrence of Admission) having been fulfilled and, as at immediately prior to Admission, there not having been or occurred any event that constitutes a default under the NWF Subscription Agreement, the NWF Subscription Agreement not having lapsed or been breached, amended or terminated by any of the parties thereto and there being no event in existence which could provide a right of termination, rescission or nullification of the NWF Subscription Agreement; and
17. the Joint Bookrunners (acting reasonably) being satisfied that, at least one Business Day prior to the intended date for Admission, the Company has received, in immediately available cleared funds free from encumbrances, all sums payable to it pursuant to the NWF Subscription Agreement.

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

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. None of the Joint Bookrunners, the Company nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

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

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

The Placing is conditional on the Subscription and the Subscription is conditional on the Placing, but neither the Placing nor the Subscription is conditional on the Retail Offer.

Right to Terminate the Placing Agreement

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

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

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

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

4.        the Application is withdrawn or refused by the London Stock Exchange;

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

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

7.        there has occurred:

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

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

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

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

8. it comes to the knowledge of any Joint Bookrunner that there has been a breach by the Company of any of its material obligations relating to the Retail Offer and such breach, in the reasonable opinion of such Joint Bookrunner, is material in the context of the Fundraising or the Subscription; or

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

10. the NWF Subscription Agreement being terminated or rescinded, or is otherwise not capable of being completed; or

11. any condition applicable to the NWF Subscription Agreement that is required to have been complied with or fulfilled has not been complied with or fulfilled or waived; or

12. the NWF Subscription Agreement ceases to be valid, subsisting, in full force and effect and free from Encumbrances, rights of pre-emption and all other third party rights.

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

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances, other than set out in the section entitled "Conditions of the Placing" above. By participating in the Placing, the Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that none of the Joint Bookrunners nor any of their respective Affiliates shall have any liability to the Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing or the Placing Shares, and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (including, without limitation, in any investor presentation) which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00BS9F9D74) will take place within the CREST system, subject to certain exceptions and as stated below. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

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

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

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

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

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

CREST Participant ID of Canaccord Genuity:	805
Expected Trade Date:	20 October 2026
Expected Settlement Date:	12 November 2026
ISIN code for the Placing Shares:	GB00BS9F9D74
Deadline for Placee to input instruction into CREST:	10 November 2026

Representations, Warranties and Further Terms

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

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

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

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

4. acknowledges that the Ordinary Shares are admitted to trading on AIM, and the 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 and the Company's announcements and circulars published in the past 12 months and the Company's admission document, and that it is able to obtain or access such information without undue difficulty and has read and understood such information;

5. acknowledges that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, nor will provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested any of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6. acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that none of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

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

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

9. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by any of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) none of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) none of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) none of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

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

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

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

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

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

15. represents and warrants that, if it is acting as agent for a client in the circumstances contemplated by paragraph 16 of Part 2 of Schedule 1 to the POATR, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors (acting as principal or in circumstances to which paragraph 16 of Part 2 of Schedule 1 to the POATR applies), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

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

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

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

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

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

21. if in the United Kingdom, represents and warrants that it is a UK Qualified Investor (acting as principal or in circumstances to paragraph 16 of Part 2 of Schedule 1 to the POATR applies) and a person who has professional experience in matters relating to investments and it is a person (i) falling within Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or (iii) to whom this Announcement may otherwise be lawfully communicated under the FPO;

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

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

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

25. acknowledges that none of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that none of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

26. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) none of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

APPENDIX III

DEFINITIONS

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

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

"Admission" means the admission of the Fundraising Shares to trading on AIM becoming effective within the meaning of Rule 6 of AIM Rules;

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

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

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

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

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

"Application" means applications made by (or on behalf of) the Company for Admission in the form prescribed by the London Stock Exchange;

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

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

"Canaccord Genuity" means Canaccord Genuity Limited, the Company's nominated adviser and joint broker;

"Circular" means the circular to be published by the Company in relation to the Fundraising and containing the Notice of General Meeting;

"Company" or "Invinity" means Invinity Energy Systems plc, a company incorporated and registered in England and Wales with company number 15892542 whose registered office is at 24 Chiswell Street Office 3.03, 3rd Floor, London, England, EC1Y 4TY;

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

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

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

"Euroclear" means Euroclear UK and International Limited;

"Existing Ordinary Shares" means the Ordinary Shares in issue at the date of this Announcement, which are admitted to trading on AIM;

"FCA" means the Financial Conduct Authority;

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

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

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

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

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

"Group" means the Company and its subsidiary undertakings;

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

“GWh” means gigawatt hour;

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

"Joint Bookrunners" means the joint bookrunners, being:

(a)  VSA Capital;

(b)  Canaccord Genuity; and

(c) Panmure Liberum,

each of the Joint Bookrunners being a "Bookrunner";

"LCOS" has the meaning given in this Announcement;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 27 November 2026;

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

"MWh" means megawatt hour;

"Nominated Adviser" means Canaccord Genuity;

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

“NWF” means the National Wealth Fund Limited, a company incorporated and registered in England and Wales with company number 06816271 whose registered office is at 2 Whitehall Quay, Leeds, LS1 2HR, United Kingdom;

"NWF Subscription Agreement" means the agreement dated the date of this Announcement between the Company and NWF relating to the Subscription;

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

"Panmure Liberum" means Panmure Liberum Limited, the Company's joint broker;

"Placee" has the meaning given in Appendix II;

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

"Placing Agreement" means the placing agreement entered into between Canaccord Genuity, VSA Capital, Panmure Liberum and the Company dated the date of this Announcement;

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

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

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

"POATR” means the Public Offers and Admissions to Trading Regulations 2024;

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

"Registrars" means the Company's registrars being MUFG Corporate Markets of Central Square, 29 Wellington Street, Leeds LS1 4DL;

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

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

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

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

“Retail Offer” means the conditional offer of Ordinary Shares at the Issue Price through intermediaries via the WRAP Platform;

“Retail Offer Documents” means the announcements, documents and other materials made available by the Company or the WRAP Platform in connection with the Retail Offer;

“Retail Offer Shares” means the Ordinary Shares to be issued and allotted by the Company pursuant to the Retail Offer;

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

"Subscription" means the conditional subscription by NWF at the Issue Price in accordance with the NWF Subscription Agreement to subscribe, at the Issue Price, for a minimum of 100,000,000 new Ordinary Shares and a maximum of 125,000,000 new Ordinary Shares;

"Subscription Shares" means the new Ordinary Shares to be allotted and issued pursuant to the Subscription;

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

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

"uncertificated" or "in uncertificated form" means an Ordinary Share recorded on the Company's share register as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

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

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

"VSA Capital" means VSA Capital Limited, the Company's joint broker.

 

END