Horizonte Minerals Plc: Proposed Fundraise

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED THEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA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 DOES NOT CONSTITUTE AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

LONDON, Feb. 18, 2021 (GLOBE NEWSWIRE) -- Horizonte Minerals Plc (AIM: HZM, TSX:HZM) ("Horizonte", the "Company" or the "Group"), the nickel development company focused on Brazil is pleased to announce a proposed fundraising (the “Fundraise”) to raise gross proceeds of approximately US$25.0 million (approximately £18.0 million / C$31.7 million) at a price of 7.5 pence per Placing Share (C$0.133) (the “Placing Price”). The Fundraise comprises: (i) a placing to new and existing institutional investors (the “Placing”), and (ii) a concurrent underwritten bought deal private placement (the “Canadian Offering”) to be led by Paradigm Capital Inc.(“Paradigm”).

Cantor Fitzgerald Canada Corporation ("Cantor"), Peel Hunt LLP ("Peel Hunt") and BMO Capital Markets Limited (“BMO”) (Cantor, together with Peel Hunt and BMO, being the "Joint Bookrunners") are acting as joint bookrunners in relation to the Placing. Paradigm is acting as the sole bookrunner in relation to the Canadian Offering.

Highlights

• The net proceeds of the Fundraise will be used to initiate specific early works and advance long-lead time items linked to the start of construction of the Company’s Araguaia ferro-nickel project in Brazil (“Araguaia” or the “Project”), as well as for general working capital purposes.
• The Araguaia FeNi project is a high grade, low cost, long life asset located south of the Carajàs Mining District, north east Brazil. The feasibility study demonstrates robust economics with the Stage 1 process plant producing 14,500 tonnes of nickel per year, Post-tax IRR: 27.0%, Post-tax NPV(8%): US$691m, Payback Period: 3 years, Net Cashflow: US$2.4bn based on a nickel price of US$16,400 per tonne.
• The Company has a second 100% owned project, the Vermelho Nickel Cobalt project which is being advanced towards feasibility stage with aim of producing nickel and cobalt sulphate for the EV battery market.
• Strong long-term outlook for the nickel market driven by acceleration in the EV battery sector and steady growth in stainless steel demand. 43.7% increase in the Nickel price in the last 12 months to 18 February 2021 reflects increased demand from China. Global demand of 2.29 Mt in 2020 expected to grow between 2 and 5 per cent. annually to reach 4.16 Mt in 2040. The spot nickel price is currently US$18,720 per tonne.
• Good progress continues to be made on the Project Finance process for Araguaia with a syndicate of lending banks (being BNP Paribas, ING Capital LLC, Mizuho Bank, Ltd., Natixis, New York Branch and Société Générale) to arrange a senior secured project finance facility of up to US$325 million (the "Project Finance Facility") to part-fund the construction and development of the Project.
• The Company anticipates the full project financing package will be completed in H1 2021, with construction commencing shortly thereafter.

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild") which will be launched immediately following release of this Announcement (as defined below). The timing of the closing of the Bookbuild and the allocations are at the absolute discretion of the Joint Bookrunners and the Company. The results of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Company has also today entered into an agreement (the “Bought Deal Letter”), with Paradigm, on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase 76,574,000 of special warrants (the “Special Warrants”) at the Placing Price, which entitle the holder thereof to receive, without payment of additional consideration, one ordinary share of £0.01 each, to be exercised pursuant to the terms described below under the heading “The Canadian Offering”. The new ordinary shares of £0.01 (the “Ordinary Shares”) each issued pursuant to the Placing (the “Placing Shares”) and the Ordinary Shares to be issued upon conversion of the Special Warrants, when issued, will be issued as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares from their admission to trading on AIM.

The Placing is subject to the terms and conditions set out in the Appendix to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").

_{(* calculated using the Bloomberg spot rate on 18 February 2021 for pounds sterling of £1.00 = US$ 1.393, £1.00 = C$1.767)}

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

Enquiries:

For the purposes of MAR, the person responsible for arranging for the release of this Announcement on behalf of the Company is Simon Retter, Chief Financial Officer.

Background to and reasons for the Fundraise

Horizonte has continued to make good progress with regards to debt and strategic financing as well as in respect of offtake discussions for the Araguaia Project. The nickel market has shown its strength, driven by a recovery in the Chinese economy leading to increased demand for stainless steel as well as anticipated demand from the burgeoning EV battery market. In turn, the Company has seen an increased interest from investors due to Araguaia’s robust economics, low capital intensity and location in a world class mining district. The Fundraise will inter alia strengthen the Company’s balance sheet as it enters a critical phase of financing discussions, enable the Company to commence certain pre-construction expenditures and provide working capital to the group.

Horizonte wholly owns both the advanced Araguaia nickel project and the Vermelho nickel-cobalt project, located in the south of the Carajàs mineral district in northern Brazil. A feasibility study for Araguaia was published in October 2018. The study demonstrated the robust economics of Araguaia.

Ore will be sourced from eight open pits, with a targeted 0.9mt per annum of ore to a central processing and smelting facility. A 28-year production schedule is envisaged with a 31 month construction period followed by initial ramp up to full scale commercial production. Key economic highlights of the Project are as follows:

• Highly cash generative: approximately US$2.4 billion net cash flow
• Post-tax NPV(8%) of US$691million
• Post-tax IRR of 27.0%
• Payback of approx. 3.0 years
• Low Capital Intensity – US$443 million capital cost
• Lowest quartile cash cost (years 1-10) of US$6,794 /t Ni

Vermelho was acquired from Vale SA and is a nickel cobalt project, located approximately 80 kilometres north west of the Company's Araguaia North ferronickel project. A pre-feasibility study representing the economics of developing Vermelho was released in October 2019. These two projects located within close proximity of each other create a large, high-grade flexible resource base with the combined potential to produce 50,000 tonnes of nickel per year.

On 12 August 2020 the Company announced it had mandated a syndicate of banks (being BNP Paribas, ING Capital LLC, Mizuho Bank, Ltd., Natixis, New York Branch and Société Générale) to arrange the US$325 million Project Finance Facility to part-fund the construction and development of Araguaia. In addition, the Company recently negotiated a non-binding term sheet with a major cornerstone equity investor while discussions with potential offtakers have progressed. The Company anticipates the full project financing package for Araguaia will be completed in H1 2021, with construction commencing shortly thereafter.

The proceeds of the Placing will, in addition to the Company’s cash balance of £10.9 million as at 31 December 2020, enable the Company to commence initial plans for construction of Araguaia, improve the Company’s balance sheet ensuring that it enters the next, critical phase of financing from a strong position and creates the opportunity to broaden the Company's shareholder base through the introduction of new investors. The proceeds of the Canadian Offering, if and when received, will also be used for this purpose.

Details of the Placing

The Joint Bookrunners will commence the Bookbuild immediately following the release of this Announcement in respect of the Placing. The book will open with immediate effect following this Announcement. The timing of the closing of the book and allocations are at the absolute discretion of the Joint Bookrunners, in consultation with the Company.

The results of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").

The Placing is not conditional upon completion of the Canadian Offering or the issue of Ordinary Shares upon conversion of the Special Warrants. The Joint Bookrunners may (but are not obliged to) terminate the Placing Agreement, if prior to admission of the Placing Shares the Canadian Offering terminates. The Placing is not being underwritten by the Joint Bookrunners and is subject to the conditions and termination rights set out in the Placing Agreement between the Company and the Joint Bookrunners. The completion of the Placing is conditional upon, inter alia, admission of the Placing Shares to trading on AIM and receipt of conditional approval of the Toronto Stock Exchange. The Placing Shares, if issued, will be fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or in respect of the Ordinary Shares after the date of issue of the Placing Shares.

The Company acknowledges that it is seeking to issue Placing Shares on a non pre-emptive basis and has therefore consulted, where possible, with the Company's major shareholders ahead of this Announcement. The Fundraise structure has been chosen as it minimises cost, time to completion and use of management time. The consultation has confirmed the Board's view that the Fundraise is in the best interests of shareholders, as well as wider stakeholders in the Company.

The Canadian Offering

The Company has also today entered into the Bought Deal Letter, with Paradigm, on its own behalf and on behalf of a syndicate of underwriters, pursuant to which the underwriters have agreed to purchase 76,574,000 of Special Warrants at the Placing Price. In addition, the Company has granted Paradigm an option (the “Underwriters’ Option”) to purchase an additional 11,486,100 Special Warrants at the Placing Price, exercisable up to 48 hours prior to the Closing Date (as defined herein) for additional gross proceeds to the Company of C$1.5 million. The terms “Canadian Offering” and “Special Warrants” include the additional Special Warrants that may be issued on the exercise of the Underwriters’ Option, if any. Each Special Warrant will be issued under a special warrant indenture and will entitle the holder thereof to receive, without payment of additional consideration, one Ordinary Share. The Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) on the earlier of:

(i) the third business day following the date on which a final receipt (the “Prospectus Receipt”) is obtained from the Ontario Securities Commission, as principal regulator on behalf of the securities regulatory authorities in each of the territories and provinces of Canada (other than Quebec), for a (final) short form prospectus qualifying the Ordinary Shares for distribution (the "Qualification Date"); and

(ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the Closing Date (as defined herein).

In the event the Qualification Date has not occurred on or before the date that is 50 days following the Closing Date, each Special Warrant shall thereafter entitle the holder to receive, upon the exercise or deemed exercise of each Special Warrant, for no additional consideration, 1.1 Ordinary Shares. The Canadian Offering is scheduled to close on or about March 9, 2021 (the "Closing Date") and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.  It is expected that admission of the 76,574,000 Ordinary Shares to trading on AIM upon automatic conversion of the Special Warrants will occur four business days after the earlier to occur of: (i) the issuance of the Prospectus Receipt; and (ii) four months and a day following the Closing Date.   

The Canadian Offering is not conditional upon the Placing. The obligation for Paradigm to purchase, or arrange for substituted purchasers for, the Special Warrants is subject to customary conditions and termination provisions including entering into a Underwriting Agreement in customary form, “material adverse change out”, “disaster out”, “regulatory out” and “breach of agreement out” clauses. The Company has made certain representations, warranties and covenants in the Bought Deal Letter relating to the Company. In the event of a material breach of any of the representations, warranties and covenants included in the Bought Deal Letter, Paradigm will have the right to terminate the Bought Deal Letter. As part of the Canadian Offering, the Directors and executive officers have agreed not to sell any Ordinary Shares held by them for a period of four months and one day, without the consent of Paradigm.

The Ordinary Shares issued upon conversion of the Special Warrants will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued Ordinary Shares in the capital of the Company from their date of issue, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of the Ordinary Shares, including the Placing Shares, after the date of issue of those Ordinary Shares.

Settlement and dealings

Settlement for the Placing Shares is expected to take place on or before 8.00am on 23 February 2021.

The Placing is conditional upon, among other things, admission of the Placing Shares becoming effective and the Placing Agreement (as defined in the Appendix to this Announcement) between the Company and the Joint Bookrunners not being terminated in accordance with its terms.

The Appendix to this Announcement sets out further information relating to the terms and conditions of the Placing.

Settlement of the Ordinary Shares issued on conversion of the Special Warrants will occur pursuant to the terms described above under the heading “The Canadian Offering”. An application will be made for admission of those shares to trading on AIM and to the TSX in due course. Further announcements regarding the subscription of the Special Warrants, publication of the Canadian short form Prospectus and admission of those shares will be made in due course as required by market rules.

This announcement, including its Appendix (together, 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. Unless otherwise stated, capitalised terms in this Announcement have the meanings ascribed to the Appendix.

Qualified Person(s)

David J. Hall, the Chairman of the Company and a qualified person as defined in National Instrument 43-101, has reviewed, approved and verified the technical and scientific disclosure contained in this press release.

For additional information, including with respect to the economic parameters discussed herein on the Araguaia and the Vermelho projects, and the key assumptions and risks associated thereto, please refer to the Company’s technical reports entitled Feasibility Study for the Araguaia Nickel Project Federative Republic of Brazil NI 43-101 Technical Report’, dated November 2018 and Pre-Feasibility Study (‘FS’) for the Vermelho Nickel-Cobalt Project Federative Republic of Brazil NI 43-101 Technical Report, dated October 2019 available at

IMPORTANT NOTICES

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This Announcement is not for public release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States, Australia, the Republic of South Africa, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the Placing Shares is being made in the United States or elsewhere.

No action has been taken by the Company, Cantor, Peel Hunt or BMO or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, advisers and/or agents (collectively, "Representatives") that would permit an offer of the Placing Shares or possession or distribution of this Announcement or any other publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. 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. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.

This Announcement is directed at and is only being distributed to: (a) persons in member states of the European Economic Area who are "qualified investors", as defined in Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation") ("Qualified Investors"), (b) persons in the United Kingdom, who are qualified investors, being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the " UK Prospectus Regulation"), and who (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 "Order") or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2)(a) to (d) of the Order and (ii) are Qualified Investors, or (c) otherwise, persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person"). No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the Placing and no such prospectus is required (in accordance with either the Prospectus Regulation or the UK Prospectus Regulation) to be published.

Certain statements in this Announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about expected growth in nickel global demand, production potential, the results of the feasibility and pre-feasibility studies, including, without limitation, expected NPV, IRR, construction period, pay back period, mine life, expected costs, cash generation and operating performance and other metrics, the Company’s expectations with respect to its financing package and the timing of commencement of construction for Araguaia, the intended use of proceeds from the proposed Fundraise, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results, are forward ‐ looking statements. Any statements contained in this Announcement that are not statements of historical fact are, or may be deemed to be, forward ‐ looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this Announcement. Each of the Company, Peel Hunt, BMO and/or Cantor expressly disclaims any obligation or undertaking to update or revise 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.

Cantor Fitzgerald Canada Corporation which is regulated by the Investment Industry Regulatory Organization of Canada (IIROC) and Peel Hunt and BMO, each which is authorised and regulated by the FCA, are acting exclusively for the Company and for no one else in connection with the Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Placing or any other matter referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for giving advice in relation to the Placing or any other matter referred to in this Announcement.

This Announcement is being 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 or on behalf of Cantors (to the fullest extent permitted by law) or Peel Hunt or BMO (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Cantor and/or Peel Hunt and/or BMO and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the Placing Shares or the Placing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Cantor or Peel Hunt or BMO, and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.

The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Placing. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. 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 Placing Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this Announcement of the price at which the Company's 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 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 periods 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.

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

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 and the TSX. Peel Hunt's responsibilities as the Company's nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person

The Appendix to this Announcement sets out the terms and conditions of the Placing. By participating in the Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the Placing and making an offer to acquire and acquiring Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement.

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.

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 Canada 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 and Canada.

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR 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 MiFIR Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment”). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Peel Hunt, BMO and Cantor will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; 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.

In connection with the Placing, the Joint Bookrunners and any of their respective affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for the own accounts or otherwise deal for their own account in such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to Placing Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the relevant Bookrunner and its affiliates acting in such capacity. In addition, the Joint Bookrunners and any of their respective affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Bookrunner and any of its affiliates may from time to time acquire, hold or dispose of shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS “ANNOUNCEMENT”) ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”), PERSONS WHO ARE QUALIFIED INVESTORS (“EEA QUALIFIED INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("UK QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF “INVESTMENT PROFESSIONAL” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”) OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THIS ANNOUNCEMENT AND THE INFORMATION IN IT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “US SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY