Launch of Placing, Subscription and Retail Offer

May 14, 2026

RNS Number : 4128E

Zanaga Iron Ore Company Ltd

14 May 2026

THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) 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 (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES, AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES"), CANADA, AUSTRALIA, NEW ZEALAND, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR THE SECURITIES REFERRED TO HEREIN OR ANY OTHER SECURITY IN THE UNITES STATES OR IN ANY OTHER JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL OR REQUIRE REGISTRATION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018 ("MAR").

CAPITALISED TERMS USED IN THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) (THE "ANNOUNCEMENT") HAVE THE MEANINGS GIVEN TO THEM IN APPENDIX II TO THIS ANNOUNCEMENT, UNLESS THE CONTEXT PROVIDES OTHERWISE.

PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

14 May 2026

Zanaga Iron Ore Company Limited

("ZIOC" or the "Company")

Launch of Placing, Subscription and Retail Offer

Zanaga Iron Ore Company Limited (AIM: ZIOC) is pleased to announce a proposed placing of new ordinary shares of no par value each ("Ordinary Shares") (the "Placing Shares") in the capital of the Company (the "Placing") and a subscription of new Ordinary Shares (the "Subscription Shares") in the capital of the Company (the "Subscription") to raise approximately £4.2 million (approximately US$5.6 million) in aggregate (together, the "Capital Raising"), as well as a separate retail offer to retail investors in the United Kingdom via RetailBook (the "Retail Offer"). The Placing Shares and the Subscription Shares (together the "Capital Raising Shares") are being issued at a price of 4 pence per Ordinary Share (the "Issue Price").

Details of the Retail Offer will be provided in a separate announcement, which will be released shortly following this announcement.

Highlights

· Placing and Subscription to raise approximately £4.2 million (approximately US$5.6 million) from the issuance of approximately 103,750,000 Capital Raising Shares at the Issue Price.

· The final number of Capital Raising Shares to be issued will be determined following the close of the Capital Raising.

· The Issue Price represents a discount of 13.1% to the closing mid-market price of 4.6 pence per Existing Ordinary Share on 13 May 2026 (being the latest practicable date prior to the release of this Announcement).

· The Capital Raising will be effected pursuant to the Company's existing authorities to issue equity securities and therefore no General Meeting will be required.

· Pursuant to the Subscription, certain of the Company's directors have indicated that they intend to subscribe for Subscription Shares valued, in aggregate, at US$888,134, in lieu of deferred directors' fees since February 2023, equivalent to 16,426,241 new Ordinary Shares (the "Director Fee Shares") at the Issue Price. Certain members of the Company's management team and directors have also indicated their intention to participate in the Subscription for cash proceeds on the same terms as other subscribers.

· The net proceeds of the Capital Raising will be used to:

o progress the bulk sampling campaign, and in turn the Zanaga Project, including earthworks and sampling;

o support Zanaga Project in-country overheads; and

o support ZIOC corporate overheads and general working capital requirements.

· Panmure Liberum Limited ("Panmure Liberum") is acting as nominated adviser, joint bookrunner and joint broker, alongside Tamesis Partners LLP ("Tamesis") who is also acting as joint bookrunner and joint broker (together the "Joint Bookrunners"), on the Placing.

Details of the Capital Raising

· The Placing will take place through an accelerated bookbuild process (the "Bookbuild") to be conducted by the Joint Bookrunners, which will launch immediately following the release of this Announcement and will be made available to eligible institutional investors subject to the terms and conditions set out in the Appendix to this Announcement. The Bookbuild is expected to close no later than 7p.m. (London time) on 14 May 2026, however, the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.

· Based on raising approximately £4.2 million (approximately US$5.6 million), the Capital Raising Shares, when issued, are expected to represent approximately 11.1% of the issued Ordinary Shares immediately following Admission (excluding any Retail Offer Shares being issued).

§ The Placing is subject to the terms and conditions set out in Appendix I and II to this Announcement; and

§ Allocations following the Bookbuild are at the absolute discretion of the Joint Bookrunners, in consultation with the Company. The number of Capital Raising Shares to be issued will be determined following completion of the Capital Raising.

· The Capital Raising is not being underwritten.

· The Subscription is conditional on the completion of the Placing.

· The Exchange rate used in this announcement for conversion between USD and GBP is 1.352 USD to 1.000 GBP, taken as at 14 May 2026.

Details of the Retail Offer

· The Retail Offer allows existing and other retail shareholders to participate in the Fundraising by subscribing for Retail Offer Shares at the Issue Price, through RetailBook.

· The Retail Offer Shares will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

· The Placing and Subscription are not conditional on completion of the Retail Offer.

· The Retail Offer is not being underwritten.

Background to the Capital Raising and Use of Proceeds

The Company is the owner of the Zanaga Iron Ore Project (the "Project"), a large‑scale iron ore asset located in the Republic of Congo, for which a mining licence has been granted and extensive technical work has been completed.

The Company has continued to maintain the Project in good standing while advancing workstreams aimed at de‑risking future development pathways and enhancing the Project's attractiveness to potential strategic partners. Key milestones recently include the successful confirmation on Direct Reduced Iron ("DRI") product quality confirming premium-grade DRI pellet feed concentrate production, the single 30 million tonnes per annum ("Mtpa") pipeline feasibility study, the costing and feasibility of thickened and dry tailings facilities, and the DRI hematite process plant re-costing study. The Project is now expected to deliver a combined Stage 1 and Stage 2 post-tax net present value ("NPV") of approximately US$4.9 billion at an Internal Rate of Return of approximately 24.3%. See the Company's announcement of 6 May 2026 for details.

A key next step in this process is the progression of a bulk sampling programme designed to generate representative material for further metallurgical testing and product specification work. ZIOC intends to commence bulk sampling activities by 30 June 2026. In order to meet this commitment, the Company's cash position requires strengthening to enable, at a minimum, the completion of the bulk sampling programme. The bulk sample activity has a budget of approximately US$1.6 million and requires the mobilisation of contractors and the procurement of fuel and associated services, with funding planned to be disbursed in May 2026 to enable objectives of on‑site activities during June 2026.

Accordingly, the Company is undertaking an equity fundraise to raise approximately US$5.6 million (before expenses). The Capital Raising will provide funding for the bulk sampling programme and also cover all working capital requirements, corporate overheads and in-country overheads for a period of at least 12 months.

As previously announced, ZIOC and its wholly owned subsidiary, Jumelles BVI Limited ("Jumelles"), have signed a binding term sheet (the "Binding Term Sheet") for a proposed strategic investment by Red Arc Minerals ("RAM") in the Company's Zanaga Iron Ore Project. The transaction with RAM is expected to conclude in July 2026, and should this occur, RAM would refund the Company any expenses incurred in connection with the bulk sampling programme, as well as certain Project expenses. Please note related party transaction wording later in this announcement. The successful closing of the RAM transaction and the completion of all the tranches thereunder would also mean that the Company and Jumelles would be fully funded through to a Final Investment Decision ("FID") for the Project.

The directors believe that progressing bulk sampling represents a critical and value‑accretive step in the staged advancement of the Project and that the proposed fundraise is necessary to meet existing plans, preserve asset value and maintain strategic momentum.

Work Programme to Final Investment Decision

The Company continues to maintain a clear roadmap from February 2026 through to H2 2027 to achieve the FID milestone for the Project.

Under the current development timetable, the bulk sampling campaign is expected to commence in June 2026. The Company intends to progress metallurgical design, in additional to mine and process equipment selection. Completion of the Environmental, Social and Health Impact Assessment ("ESHIA"), resettlement framework ("RF") and associated management plans are expected to be delivered in 2027.

The Company is also advancing third-party agreements across key project infrastructure pillars, including power and port partnerships, whilst continuing development of operational people systems for recruitment and training purposes. Engineering workstreams across the mine, process plant, pipeline, power port and associated facilities are expected to further support delivery of key pre-FID workstreams.

Subject to completion of the remaining pre-FID workstreams, the Company is targeting FID in H2 2027, alongside commencement of early works activities associated with the Project's implementation programme.

A more detailed roadmap, providing a clear pathway to a construction decision, is as follows:

· February 2026: RAM binding agreement announced (Completed)

· Q2 2026: Updated project economics following process plant Front-End Engineering and Design ("FEED") completion (Completed)

· Q2 2026: Pre-production activities commence (including bulk sampling programme)

· Q3 2026: Extraordinary General Meeting called for shareholder approval of the RAM transaction

· Q3 2026: Commencement of Tranche 1 US$25 million payments (primary project investment)

· Q3 2026 : Environmental, Social, Health Impact Assessment ("ESHIA") and Resettlement Plan ("RP") baseline work commences

· Q4 2026: Expressions of Interest from project financing consortium

· Q4 2026: Completion of engineering

· Q1 2027: ESHIA completed construction and operations management plans, capex, opex

· Q1 2027: Project financing consortium formed, recommendations to the ZIOC board of directors (the "Board")

· H2 2027: FID complete

· H2 2027: Early works contracts ready for execution

· H2 2027: Investment execution

· H2 2027: Construction commences, major contracts awarded

The dates above are provided by way of indicative guidance and are subject to change and are dependent on, amongst other things, completion of the RAM Transaction and assume that all staged payments are made by RAM. If any of the above dates change, the new dates will be notified to Shareholders by an announcement through a RNS, where required by market rules.

Red Arc Minerals Strategic Investment Summary, Update and Related Party Transaction

As announced on 10 February 2026, ZIOC and its wholly owned subsidiary, Jumelles have signed the Binding Term Sheet for a proposed strategic investment by RAM in the Company's Zanaga Iron Ore Project.

The Board is pleased with the continued progress of the proposed strategic investment by RAM announced on 10 February 2026, with a number of key conditions now satisfied or well advanced. Based on the current timetable and subject to the satisfaction or, where applicable, waiver of the remaining conditions, the Company and RAM continue to work towards finalisation of binding transaction agreements and completion of the technical due diligence. As announced on 6 May 2026, finalised transaction agreements are now targeted for completion during July 2026.

Once the binding transaction agreements are entered into, completion will be conditional upon shareholder approval and any required regulatory approvals. A shareholder circular containing further details of the transaction, together with a notice convening the EGM, will be published in due course following the execution of the definitive documents.

The directors remain confident in the strategic rationale of the transaction and the value it is expected to deliver for shareholders. Further updates will be provided as appropriate.

The transaction with RAM is expected to conclude in July 2026, and should this occur, RAM has agreed and signed a letter with the Company that it will refund the Company any expenses incurred in connection with the bulk sampling programme and Zanaga Project in-country overheads from 1 July 2026 up to a maximum of US$2.00 million (the "Side Letter"). There can be no certainty that the Transaction with RAM will be completed.

RAM is controlled by Heeney Capital and Sir Mick Davis, who are related parties of ZIOC for the purposes of the AIM Rules by virtue of being associates of a Substantial Shareholder of ZIOC. Heeney Capital controls and makes all investment decisions for Greymont Bay I LLC and Regatta HCRP I LP, which, in aggregate, own 25.26% of ZIOC's issued share capital. Therefore, RAM is a related party of ZIOC for the purposes of the AIM Rules.

The entry into the Side Letter with RAM is a related party transaction for the purposes of the AIM Rules for Companies. The Company's independent directors, being all of the directors with the exception of Philip Mitchell, who is a representative of Greymont Bay, following due and careful consideration and in consultation with the Company's Nominated Adviser, Panmure Liberum Limited, consider the terms of the Side Letter to be fair and reasonable insofar as all shareholders of the Company are concerned.

Details of the Capital Raising

The Placing is for invited placees only. Members of the public are not entitled to participate in the Placing.

The Joint Bookrunners will today commence the Bookbuild process in respect of the Placing. The book will open with immediate effect. Investors who participate in the Placing will be required to make bids for Placing Shares in Pounds Sterling.

The timing of the closing of the book, pricing and allocations is at the discretion of the Joint Bookrunners, in consultation with the Company. Details of the number of Placing Shares to be subscribed for in the Placing will be announced as soon as practicable after the close of the Bookbuild.

The Capital Raising Shares will 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 declared, made or paid after their date of issue.

The Company has today entered into a placing agreement (the "Placing Agreement") with the Joint Bookrunners on customary terms and conditions pursuant to which the Joint Bookrunners will use their reasonable endeavours to procure placees for the Placing Shares.

Appendix I to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing. By choosing to participate in the Placing and making an oral or written offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including Appendix I) and to make a legally binding offer on the terms and subject to the terms and conditions in it, and to be providing the representations, warranties, undertakings and acknowledgments contained in Appendix I.

Investors who participate in the Placing will receive an allocation of Placing Shares at the discretion of the Joint Bookrunners, in consultation with the Company. Placees should refer to their trade confirmation.

The Capital Raising Shares will be issued under the Company's existing authority to issue new ordinary shares for cash on a non-pre-emptive basis which was granted at the Company's annual general meeting held on 19 December 2025.

Your attention is drawn to the detailed terms and conditions of the Placing described in Appendix I to this Announcement (which forms part of this Announcement) which sets out further information relating to the bookbuild and the terms and conditions of the Placing.

Suspension of Shard Facility

The Company intends to suspend the issuance of new Ordinary Shares to Shard Merchant Capital Ltd ("SMC") pursuant to the terms of an Equity Subscription Agreement between the Company and SMC dated 2 July 2023 until further notice, unless the Placing is terminated or does not complete.

Concert Party

Details of the Concert Party

Two of the Company's significant shareholders, Greymont Bay LLC ("Greymont") and Regatta HCRP LP ("Regatta"), which hold in aggregate 25.26% of the Ordinary Shares in issue, are managed by Heeney Capital Resource Partners ("Heeney Capital"). Heeney Capital is advised by Mark Cutifani, a minority shareholder in the Company. In addition, as announced on 10 February 2026, the Company entered into a binding term sheet with RAM, which is also managed by Heeney Capital and of which Sir Mick Davis ("MD") is Chair. As a result, the Board now considers a new concert party to have formed and MD to be acting in concert with Greymont and Regatta in respect of the Company. The Board also considers Andrew Trahar (consultant to the Company) to be part of the concert party, by virtue of his connection to MD (as a fellow member of the board of directors of Vision Blue Resources Ltd) along with Anthony Trahar, his father and a business associate of MD. Philip Mitchell, as the Company's board appointee of Greymont, is also considered to be member of the concert party.

In addition, as announced on 17 November 2025, Everblue 2020 LLC ("Everblue") acquired 4.35% of the Ordinary Shares in issue. The Board considers that Everblue would be deemed to be acting in concert with Greymont due to its economic interest in Greymont, notwithstanding that Greymont is managed by Heeney Capital and Everblue is managed by Everblue Management LLC.

Accordingly, it is the Board's understanding that each of the parties detailed above are deemed to be acting in concert for the purposes of the Code (the "Concert Party") and that the Concert Party is currently interested in 32.68% of the Ordinary Shares in issue.

Takeover Provisions in the Articles

As a company registered in the British Virgin Islands whose Shares are admitted to trading on AIM, the Company is not subject to the City Code on Takeovers and Mergers ("Code"). However, the Articles (a copy of which are available from the Company's website www.zanagairon.com) provide shareholders of the Company with certain protections otherwise afforded by the 'mandatory bid' provisions of Rule 9 of the Code. The relevant provisions are contained in Regulation 33 of the Articles (Takeover Provisions).

Under Regulation 33 of the Articles, where a person, together with persons acting in concert with them, hold Shares representing more than 30% or more of the voting rights, but less than 50%, acquires additional interests in the Shares, the Board may, but is not obliged to, require such persons to extend an offer to the holders of all the issued Shares in the Company ("Mandatory Offer").

Conversion of directors' deferred fees since February 2023 into Director Fee Shares

Certain of the Directors of the Company have indicated that they would be willing to convert deferred fees owing to them, totalling US$888,134 in aggregate, into Director Fee Shares details as follows:

Director	Position	Current shareholding	Directors deferred fees settled by the Director Fee Shares
Clifford Elphick	Non-Executive Chairman	79,907,592	US$344,607
Clinton Dines	Non-Executive Director	2,133,317	US$229,738
Jonathan Velloza	Non-Executive Director	1,843,452	US$229,738
Phil Mitchell	Non-Executive Director	2,422,481	US$84,051

*Clifford Elphick, the non-executive Chairman of the Company is indirectly interested in 79,907,592 of these Ordinary Shares, which are registered in the name of Guava Minerals Limited, by virtue of his interest as a potential beneficiary in a discretionary trust which has an indirect interest in those Ordinary Shares.

The proposed issuance of the Director Fee Shares is expected to constitute a "Related Party Transaction" pursuant to AIM Rule 13. Further information will be set out in the 'Results of Capital Raising' announcement when it is released in due course.

The Director Fee Shares would, when issued, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.

Director and Management Participation in the Subscription

Certain directors and senior management of the Company have indicated that they would like to participate in the Capital Raising for an aggregate amount of approximately £346,748k, further details of which will be set out in the Result of Fundraise announcement in due course.

FY25 Results

Results for the year ended 31 December 2025 are due to be published no later than 30 June 2026.

The Company has a cash balance of US$1.28 million as at 31 December 2025 and cash balance of US$0.3 million as at 30 April 2026.

Unless otherwise indicated, capitalised terms in this Announcement have the meaning given to them in the definitions section included in the Appendix.

A copy of the investor presentation relating to the proposed Capital Raising is available on the Company's website at www.zanagairon.com

For further information, please contact:

Zanaga Iron Ore Company Limited

Corporate Development and Investor Relations Manager

Andrew Trahar

+44 20 3916 5021

Panmure Liberum Limited

Nominated Adviser, Financial Adviser, Joint Broker and Joint Bookrunner

Scott Mathieson / John More / Izzy Anderson

+44 20 3100 2000

Tamesis Partners LLP

Joint Broker and Joint Bookrunner

Richard Greenfield/ Charles Bendon

+44 203 882 2868

Shard Capital Partners LLP

Joint Broker

Damon Heath

+44 20 7186 9952

BlytheRay

Public Relations

Megan Ray / Will Jones

+44 20 7138 3204

Zanaga@BlytheRay.com

ENDS

About ZIOC:

Zanaga Iron Ore Company Limited (AIM ticker: ZIOC) is an iron ore exploration and development company, with its flagship asset being the 100% owned Zanaga Iron Ore Project, located in the Republic of Congo. The Government Mining Licence, Environmental Permit and Mining Convention are all in place for the Project.

The Zanaga Iron Ore Project is a globally significant asset with a 6.9 billion tonne resource and a 2.1 billion tonne reserve, targeting 30Mtpa production of high-grade DRI pellet feed with very low impurity levels. When fully developed, Stage One (12Mtpa) and Stage Two (18Mtpa expansion) together could establish Zanaga as one of the world's largest iron ore mines. With all key permits secured, Zanaga is well positioned to benefit from increasing demand for high-quality, low-impurity iron ore, supported by low operating costs and an efficient slurry pipeline to port.

In the context of the global transition towards lower-carbon steel production, the Zanaga Project is well positioned to become one of the largest producers of high-grade, premium DRI pellet feed iron ore concentrate.

The Zanaga Iron Ore Company Limited LEI number is 21380085XNXEX6NL6L23.

IMPORTANT NOTICES AND DISCLAIMER

No action has been taken by the Company, Panmure Liberum, Tamesis or any of their respective affiliates, or any person acting on its or their behalf that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by the Company, Panmure Liberum and Tamesis to inform themselves about, and to observe, 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 is required to be published EU Prospectus Regulation or the POATR. 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 United States Securities Act of 1933, 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. Accordingly, the Placing Shares will only be offered and sold to investors either (a(i) outside of the United States in "offshore transactions" (as such term is defined in Regulation S pursuant to Regulation S and (ii) within the United States only to persons who are reasonably believed to be "qualified institutional buyers" (as defined in Rule 144a under the Securities Act) and who have delivered to Panmure Liberum or (b) located in the United States where thatTamesis a US investor is reasonably believed to be a qualified institutional buyer as defined in Rule 144A of letter substantially in the Securities Act receiving the shares pursuant to an exemption from registration under the Securities Actform provided to it or . No public offering of the New Ordinary Shares will be made in the United States or elsewhere, other than the Retail Offer Shares under the Retail Offer which is being made in the United Kingdom only.

The proposed Fundraising has not been approved or disapproved by the United States 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 proposed Fundraising, or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

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

Members of the public are not eligible to take part in the Placing.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in South Africa in relation to the New Shares and the New 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 Republic of South Africa. Accordingly, the New 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 or Republic of South Africa or any other jurisdiction in which such activities would be unlawful.

By participating in the Bookbuild and the Placing, each Placee who is invited to and who chooses to participate in the Placing by making an oral, electronic or written and legally binding offer to acquire Placing Shares 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 in Appendix I to this Announcement and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in Appendix I to this Announcement.

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 Group. 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 and forecasts 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 Group'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 and forecasts. No representation or warranty is made as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements and forecasts. The forward-looking statements and (if any) forecasts contained in this Announcement speak only as of the date of this Announcement. The Company, its directors, Panmure Liberum, Tamesis or 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 and forecasts, 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 .

Panmure Liberum and Tamesis are each authorised and regulated in the United Kingdom by the FCA. Each of Panmure Liberum and Tamesis is acting exclusively for the Company and no one else in connection with the Placing, the contents of this Announcement or any other matters described in this Announcement. Neither of Panmure Liberum or Tamesis will regard any other person as its client in relation to the Placing, the content of this Announcement or any other matters described in this Announcement and will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Placing, the content of this Announcement or any other matters referred to in this Announcement. The responsibility of Panmure Liberum, as the Company's nominated adviser, is owed solely to the London Stock Exchange and is not owed to the Company or the directors of the Company or any other person.

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 either Panmure Liberum or Tamesis or by any of their respective affiliates or any person acting on its or 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 therefore is expressly disclaimed.

This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the proposed 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 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.

This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the FSMA does not require approval of the communication by an authorised person.

The New Ordinary Shares to be issued or sold pursuant to the Proposed Fundraising will not be admitted to trading on any stock exchange other than AIM.

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.

UK Product Governance Requirements

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

APPENDIX I - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (THIS "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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 (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129, AS AMENDED (THE "EU PROSPECTUS REGULATION"); (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF PART 2 OF SCHEDULE 1 OF THE PUBLIC OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR") ("UK QUALIFIED INVESTORS") AND ALSO WHO ARE: (I) PERSONS WHO FALL 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 ("UK QUALIFIED INVESTORS"); OR (C) PERSONS TO WHOM THEY MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

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

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 UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD, ACQUIRED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY, INTO OR IN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH THE SECURITIES LAWS OF ANY RELEVANT STATE OR OTHER JURISDICTION OF THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF THE PLACING SHARES IN THE UNITED STATES, THE UNITED KINGDOM, ANY OTHER RESTRICTED TERRITORY (AS DEFINED BELOW) OR ELSEWHERE.

This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in the United States, Australia, New Zealand, Canada, Japan or the Republic of South Africa or any jurisdiction in which such release, publication or distribution is unlawful (each a "Restricted Jurisdiction"). The distribution of this Announcement, the Placing and/or the offer or sale of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by any of Panmure Liberum Limited ("Panmure Liberum") and/or Tamesis Partners LLP ("Tamesis" and, together with Panmure Liberum, the "Joint Bookrunners" and each a "Joint Bookrunner") or any of their respective Affiliates or any of its or their respective agents, directors, officers or employees (collectively "Representatives") which 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 distributing any part of this Announcement must satisfy themselves that it is lawful to do so. 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 such action. 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.

This Announcement does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in the United States or any other Restricted Jurisdiction or any jurisdiction where such offer or solicitation is unlawful.

All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATR, and also pursuant to an exemption under the FCA's Prospectus Rules: Admission to Trading on a Regulated Market sourcebook ("PRM") and the EU Prospectus Regulation. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended (the "FSMA") does not require approval of the communication by an authorised person.

The Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is a criminal offence in the United States.

Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Jurisdiction or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Jurisdiction.

None of the Company, the Joint Bookrunners or any of their respective Affiliates or its or their respective Representatives makes any representation or warranty, express or implied, to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees.

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 any Joint Bookrunner or any of its Affiliates or its or their respective Representatives 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 party or its advisers, and any liability therefor is expressly disclaimed.

Each Joint Bookrunner is acting exclusively for the Company and no-one else in connection with the Placing and is not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to its clients nor for providing advice in relation to the Placing and/or any other matter referred to in this Announcement.

Persons who are invited to and who choose to participate in the Placing (and any person acting on such person's behalf) by making an oral or written offer to subscribe for Placing Shares, including any individuals, funds or others on whose behalf a commitment to subscribe for Placing Shares is given (the "Placees") will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; (ii) to be participating and making such offer on the terms and conditions contained in this Appendix; and (iii) to be providing (and shall only be permitted to participate in the Placing on the basis that they have provided) the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges that:

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

2. if it is in a member state of the EEA, it is a Qualified Investor ;

3. if it is in the United Kingdom, it is a UK Qualified Investor ;

4. it is subscribing for Placing Shares for its own account or is subscribing for Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, undertakings, agreements, acknowledgments and indemnities contained in this Appendix;

5. if it is a financial intermediary, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than EU Qualified Investors or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;

6. it understands that the Placing Shares have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or transferred, directly or indirectly, within 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 any applicable securities laws of any state or other jurisdiction of the United States;

7. that it is: (i) unless otherwise agreed in writing with the Joint Bookrunners, either (a) located outside the United States and it is subscribing for the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S under the Securities Act ("Regulation S") or (b) located in the United States and a qualified institutional buyer as defined in Rule 144A of the Securities Act (a "QIB") receiving the shares pursuant to an exemption from registration under the Securities Act; and (ii) it is not subscribing for Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act; and the Company and each Joint Bookrunner will rely upon the truth and accuracy of, and compliance with, the foregoing representations, warranties, undertakings, agreements and acknowledgements. Each Placee hereby agrees with each Joint Bookrunner and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued. A Placee shall, without limitation, become so bound if any Joint Bookrunner confirms (orally or in writing) to such Placee its allocation of Placing Shares.

IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING

The Capital Raising will comprise the Placing and the Subscription. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. Members of the public are not entitled to participate in the Placing.

A summary of the Subscription can be found in the main body of this Announcement.

Details of the Retail Offer can be found in the separate announcement by the Company regarding the Retail Offer and its terms. The Placing is conditional upon the Subscription but is not conditional upon the Retail Offer.

Bookbuild

Following this Announcement, the Joint Bookrunners will today commence the Bookbuild to determine demand for participation in the Placing by Placees. No commissions will be paid to Placees or by Placees in respect of any Placing Shares. The book will open with immediate effect.

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

Details of the Placing

The Placing Shares will, when issued, 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 declared, made or paid in respect of the Ordinary Shares after their respective date of issue. The Placing Shares will be issued free of any encumbrances, liens or other security interests.

Details of the Placing Agreement and of the Placing Shares

Panmure Liberum and Tamesis are acting as Joint Bookrunners in connection with the Placing. Neither Joint Bookrunner is acting for the Company with respect to the Subscription or the Retail Offer.

The Joint Bookrunners today entered into an agreement with the Company (the "Placing Agreement") under which, subject to the conditions set out therein, each Joint Bookrunner has agreed, as agent for and on behalf of the Company, to use its reasonable endeavours to procure Placees for the Placing Shares. The Issue Price and final number of Placing Shares will be determined by the Company and the Joint Bookrunners at the close of the Bookbuild and will be set out in the executed terms of placing terms "the "Placing Terms") (The timing of the closing of the book and allocations are at the discretion of the Company and the Joint Bookrunners. Details of the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuild.

The Placing Shares are not subject to clawback in respect of valid applications for New Ordinary Shares pursuant to the Retail Offer. The Placing is not underwritten.

Applications for admission to trading

Applications will be made to the London Stock Exchange for admission of the New Ordinary Shares to trading on AIM. It is expected that Admission will become effective at or around 8.00 a.m. on 22 May 2026 or such later time and date as the Joint Bookrunners and the Company may agree.

Participation in, and principal terms of, the Placing

1. Each Joint Bookrunner is arranging the Placing severally, and not jointly nor jointly and severally, as agent of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by a Joint Bookrunner. Each Joint Bookrunner and its Affiliates are entitled to enter bids in the Bookbuild as principal.

3. The results of the Placing and the number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild (the "Placing Results Announcement").

4. To bid in the Bookbuild, prospective Placees may communicate their bid by telephone or in writing to their usual sales contact at a Joint Bookrunner. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Issue Price. The Joint Bookrunners will, in effecting the Placing, agree with the Company the identity of the Placees and the basis of allocation of the Placing Shares and may scale down any participation for this purpose on such basis as they may determine. The acceptance of offers shall be at the absolute discretion of the Joint Bookrunners. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Appendix and will be legally binding on the Placee on behalf of which it is made and, except with the consent of the relevant Joint Bookrunner, will not be capable of variation or revocation after the time at which it is submitted. Each Placee's obligations will be owed to the Company and each Joint Bookrunner. Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the relevant Joint Bookrunner (or as the relevant Joint Bookrunner may direct) as agent for the Company in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe for and the Company has agreed to issue to that Placee.

5. The Bookbuild is expected to close no later than 7p.m. (London time) on 14 May 2026 but may be closed earlier or later at the discretion of the Joint Bookrunners. The Joint Bookrunners may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6. Each Placee's allocation will be determined by the Company in consultation with the Joint Bookrunners and will be confirmed to Placees orally or in writing by the relevant Joint Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. That oral or written confirmation (at the relevant Joint Bookrunner's discretion) to such Placee will constitute an irrevocable legally binding commitment upon such person (who will at that point become a Placee) in favour of each Joint Bookrunner and the Company, under which such Placee agrees to subscribe for the number of Placing Shares allocated to it and to pay the Issue Price for each such Placing Share on the terms and conditions set out in this Appendix and in accordance with the Company's constitutional documents.

7. The Joint Bookrunners may, notwithstanding paragraphs 4 and 5 above, and subject to the prior consent of the Company: (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time. The acceptance of bids shall be at the absolute discretion of the Joint Bookrunners. The Company reserves the right (upon agreement with the Joint Bookrunners) to reduce or seek to increase the amount to be raised pursuant to the Placing.

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. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver 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 "Termination of the Placing Agreement".

10. By participating in the Bookbuild, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee after confirmation (oral or otherwise) by a Joint Bookrunner.

11. To the fullest extent permissible by law, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability to any Placee (or to any other person (other than the Company) whether acting on behalf of a Placee or otherwise). In particular, no Joint Bookrunner nor any of its Affiliates nor any of its or their respective Representatives shall have any responsibility or liability (including to the fullest extent permissible by law, any fiduciary duties) in respect of each Joint Bookrunner's conduct of the Bookbuild or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. The obligations of the Joint Bookrunners under the Placing Agreement are conditional on certain conditions, including, among other things:

(a) the release of this Announcement;

(b) the publication by the Company of the Placing Results Announcement through a Regulatory Information Service;

(c) the Company having performed all of its obligations under the Placing Agreement which fall to be performed or satisfied prior to Admission and not being in breach of the Placing Agreement;

(d) each of the representations and warranties given by the Company contained in the Placing Agreement being true, accurate and not misleading at certain specified dates including: (i) as at the date of the Placing Agreement; and (ii) immediately prior to Admission, in each case, as though they had been given and made at such times and on such dates by reference to the facts and circumstances then subsisting;

(e) there not having occurred a material adverse change in, or any development involving a prospective material adverse change in or affecting the condition (financial, operational, legal or otherwise), earnings, management, funding position, solvency, business affairs, operations or financial prospects of the Group (taken as a whole) at any time prior to Admission; and

(f) Admission of the Placing Shares and the Subscription Shares occurring at or around 8.00 a.m. on 22 May 2026 (or such later time and/or date as the Joint Bookrunners and the Company may agree in writing,

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

The Joint Bookrunners may, at their absolute discretion and upon such terms as they think fit, waive satisfaction of certain of the Conditions (save that Conditions (a), (b) and (g) cannot be waived) or extend the time provided for their satisfaction. Any such waiver or extension will not affect Placees' commitments as set out in this Announcement.

If: (i) any of the Conditions are not fulfilled or (where applicable) waived by the Joint Bookrunners pursuant to the terms of the Placing Agreement, by the relevant time or date specified (or such later time or date as the Company and the Joint Bookrunners may agree); or (ii) the Placing Agreement is terminated in the circumstances specified below, the Placing in respect of the relevant Placing Shares will lapse if such Conditions are not satisfied by, or termination occurs prior to, Admission, and the relevant Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each relevant Placee agrees that no claim can be made by it in respect thereof.

Neither Joint Bookrunner nor any of their respective Affiliates or their respective Representatives shall have any liability or responsibility to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision the Joint Bookrunners or another person may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any Condition nor for any decision the Joint Bookrunners may make as to the satisfaction of any Condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners. Placees will have no rights against any Joint Bookrunner, the Company or any of their respective Affiliates or agents under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise.

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

Termination of the Placing Agreement

Either of the Joint Bookrunners, in its absolute discretion acting in good faith, may prior to Admission terminate the Placing Agreement in accordance with its terms in the event that certain circumstances, including, among other things:

(a) any statement contained in any of the Placing Documents or Retail Offer Documents has, in the opinion of a Joint Bookrunner (acting in good faith) become untrue, inaccurate or misleading, or any matter has arisen or been discovered which would, if such document had been issued at that time, constitute an omission from such document;

(b) any of the Conditions has become incapable of satisfaction or has not been satisfied or waived before the latest time provided in the Placing Agreement;

(c) there has been a breach by the Company of any of its obligations under the Placing Agreement which, in the opinion of a Joint Bookrunner (acting in good faith), is material;

(d) in the opinion of a Joint Bookrunner (acting in good faith), there has been a breach or an alleged breach by the Company of any of the warranties in the Placing Agreement;

(e) upon the occurrence of certain force majeure events; or

(f) if either of the Company's applications for Admission is withdrawn or refused by the London Stock Exchange or, in the opinion of Panmure Liberum (acting in good faith), will not be granted.

In certain circumstances, where one Joint Bookrunner terminates the Placing Agreement, the other Joint Bookrunner may elect to allow the Placing to proceed and, shall assume all obligations of the terminating Joint Bookrunner which remain to be performed. In such circumstances, the Placing Agreement will only terminate insofar as it relates to that Joint Bookrunner and the Placees' obligations in respect of the Placing will not terminate.

If the Placing Agreement is terminated by both Joint Bookrunners in accordance with its terms, if such termination is prior to Admission the rights and obligations of each Placee in respect of the relevant part of the Placing shall cease and terminate at such time and no claim may be made by any Placee in respect thereof.

By participating in the Placing, each Placee agrees with the Company and each Joint Bookrunner that the exercise or non-exercise by the Joint Bookrunners of any right of termination or other right or other discretion under the Placing Agreement shall be within the absolute discretion of the relevant Joint Bookrunner or for agreement between the Company and the relevant Joint Bookrunner (as the case may be) and that neither the Company nor any Joint Bookrunner need make any reference to, or consult with, Placees and that none of the Company, any Joint Bookrunner nor any of their respective Affiliates or its or their respective Representatives shall have any liability to Placees whatsoever in connection with any such exercise or failure to so exercise or otherwise.

No prospectus

No prospectus, offering memorandum, offering document or admission document has been or will be prepared or submitted to be approved by the FCA (or any other authority) in relation to the Placing or Admission. All offers of the Placing Shares will be made under an exception to the prohibition on offers to the public under the POATR, and also pursuant to an exemption under the PRM and the EU Prospectus Regulation.

Placees' commitments will be made solely on the basis of the information contained in this Announcement and any Exchange Information (as defined below) and subject to the further terms set forth in the electronic contract note and/or electronic trade confirmation to be provided to individual Placees.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement and the Exchange Information previously and simultaneously released by or on behalf of the Company is exclusively the responsibility of the Company and has not been independently verified by any Joint Bookrunner. Each Placee, by accepting a participation in the Placing, further confirms to the Company and each Joint Bookrunner that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of the Company (other than publicly available information) or any Joint Bookrunner or their respective Affiliates or any other person and none of the Company, the Joint Bookrunners nor any of their respective Affiliates or its or their respective Representatives nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons). By participating in the Placing, 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. Nothing in this paragraph shall exclude or limit the liability of any person for fraudulent misrepresentation by that person.

Lock-up

The Company has undertaken to the Joint Bookrunners that, between the date of the Placing Agreement and the date which is 120 calendar days after the date of Admission, it will not, without the prior written consent of the Joint Bookrunners (not to be unreasonably withheld or delayed), enter into certain transactions involving or relating to the Ordinary Shares, subject to certain customary carve-outs agreed between the Joint Bookrunners and the Company.

By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any power to grant consent to waive the aforementioned undertaking by the Company shall be within the absolute discretion of the Joint Bookrunners and that they need not make any reference to, or consult with, Placees, and that they shall have no liability to Placees whatsoever in connection with any such exercise of the power to grant (or not to grant) consent.

Registration and settlement

Settlement of transactions in the Placing Shares (ISIN: VGG9888M1023) following Admission will take place within the CREST system, subject to certain exceptions. The Company and the Joint Bookrunners reserve the right to require settlement for, and delivery of, the Placing Shares (or any part thereof) to Placees by such other means that they deem necessary, including in certificated form, 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 agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with the standing CREST or certificated settlement instructions that it has in place with the relevant Joint Bookrunner or as otherwise as such Joint Bookrunner may direct.

The Company will deliver the Placing Shares to a CREST account operated by Panmure Liberum as agent for and on behalf of the Company and Panmure Liberum will enter its delivery (DEL) instruction into the CREST system. Panmure Liberum will hold any Placing Shares delivered to this account in each case as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

It is expected that settlement of the Placing Shares will be on or around 22 May 2026 and on a delivery versus payment basis in accordance with the instructions given to Panmure Liberum.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of two percentage points above SONIA as determined by the Joint Bookrunners.

Each Placee agrees that, if it does not comply with these obligations, the relevant Placee shall be deemed hereby to have irrevocably and unconditionally appointed the Joint Bookrunners, or any nominee of any Joint Bookrunner, as its agent(s) to (if the Joint Bookrunners so decide, acting at their sole discretion) use their reasonable endeavours to sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds an amount equal to the aggregate amount owed by the Placee plus any interest due thereon. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and shall be required to bear any stamp duty, stamp duty reserve tax or other stamp, securities, transfer, registration, execution, documentary or other similar impost, duty or tax (together with any interest, fines or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on each Joint Bookrunner all such authorities and powers necessary to carry out any such transaction and agrees to ratify and confirm all actions which the Joint Bookrunners lawfully take on such Placee's behalf. Each Placee agrees that each Joint Bookrunner's rights and benefits under this paragraph may be assigned in that Joint Bookrunner's discretion.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that, upon receipt, the electronic contract note and/or electronic trade confirmation is copied and delivered immediately to the relevant person within that organisation. Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax (and/or any interest, fines or penalties relating thereto) is payable in respect of the allocation, issue or delivery of the Placing Shares (or, for the avoidance of doubt, if any stamp duty or stamp duty reserve tax is payable in connection with any subsequent transfer of or agreement to transfer Placing Shares), no Joint Bookrunner nor the Company shall be responsible for the payment thereof.

Representations, warranties, etc.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (for itself and for any person on behalf of which it is acting) with each Joint Bookrunner (in its capacity as bookrunner and as placing agent of the Company in respect of the Placing) and the Company, in each case as a fundamental term of its application for Placing Shares, that:

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

2. no offering document or prospectus has been or will be prepared in connection with the Placing or is required under the POATR, PRM, FSMA or any other applicable law and it has not received and will not receive a prospectus or other offering document in connection with the Company, Admission, the Bookbuild, the Placing or the Placing Shares;

3. (i) it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on this Announcement (including this Appendix) and any information publicly announced to a Regulatory Information Service by or on behalf of the Company on or prior to the date of this Announcement; (ii) the Ordinary Shares are admitted to trading on AIM and that the Company is therefore required to publish certain business and financial information in accordance with the UK Market Abuse Regulation and rules and regulations of the London Stock Exchange (including the AIM Rules) (collectively and together with the information referred to in (i) above, the "Exchange Information") which includes a description of the Company's business and the Company's most recent balance sheet and profit and loss account, and similar statements for preceding financial years, and that it has reviewed such Exchange Information and that it is able to obtain or access such information, or comparable information concerning any other publicly traded company, in each case without undue difficulty; and (iii) it has had access to such financial and other information concerning the Company, the Placing and the Placing Shares as it has deemed necessary in connection with its own investment decision to subscribe for any of the Placing Shares and has satisfied itself that the information is still current and has relied on that investigation for the purposes of its decision to participate in the Placing;

4. it is bound by the terms of the Articles of Association of the Company;

5. none of the Joint Bookrunners nor the Company nor any of their respective Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has provided, and none of them will provide, it with any material or information regarding the Company, Admission, the Bookbuild, the Placing or the Placing Shares or any other person other than this Announcement, nor has it requested any of the Joint Bookrunners, the Company, any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them to provide it with any such material or information;

6. unless otherwise specifically agreed with the Joint Bookrunners, it and any person on behalf of which it is participating is not, and at the time the Placing Shares are subscribed for, neither it nor the beneficial owner of the Placing Shares will be, a resident of a Restricted Jurisdiction or any other jurisdiction in which it is unlawful to make or accept an offer to acquire the Placing Shares;

7. the Placing Shares have not been and will not be registered or otherwise qualified for offer and sale, nor will an offering document, prospectus, offering memorandum or admission document be cleared or approved in respect of any of the Placing Shares under the securities legislation of the United States or any other Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions or in any country or jurisdiction where any such action for that purpose is required;

8. the content of this Announcement has been prepared by and is exclusively the responsibility of the Company and that no Joint Bookrunner nor any of its Affiliates or its or their respective Representatives nor any person acting on behalf of any of them has made any representations to it, express or implied, with respect to the Company, Admission, the Bookbuild, the Placing and the Placing Shares or the truth, accuracy, completeness or adequacy of this Announcement or the Exchange Information, nor has or shall have any responsibility or liability for any information, representation or statement, contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or any omission therefrom, including, without limitation, any Exchange Information, and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or any information previously or simultaneously published by or on behalf of the Company or otherwise. Nothing in this paragraph or otherwise in this Announcement excludes the liability of any person for fraudulent misrepresentation made by that person;

9. the only information on which it is entitled to rely and on which such Placee has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information, that it has received and reviewed all information that it believes is necessary or appropriate and sufficient to make an investment decision in respect of the Placing Shares, and that it has neither received nor relied on any other information given or investigations, representations, warranties or statements made by any Joint Bookrunner or the Company or any of their respective Affiliates or its or their respective Representatives or any person acting on behalf of any of them and no Joint Bookrunner nor the Company nor any of their respective Affiliates or its or their respective Representatives will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement;

10. it has relied on its own investigation, examination and due diligence of the business, financial or other position of the Company in deciding to participate in the Placing;

11. it has not relied on any information relating to the Company contained in any research reports prepared by any Joint Bookrunner, any of its Affiliates or any person acting on its or their behalf and understands that: (i) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or their behalf has or shall have any responsibility or liability for: (x) public information or any representation; or (y) 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 (ii) no Joint Bookrunner nor any of its Affiliates nor any person acting on its or 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;

12. (i) the allocation, issue and delivery to it, or the person specified by it for registration as holder of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services); (ii) it is not participating in the Placing as nominee or agent for any person to whom the allocation, issue or delivery of the Placing Shares would give rise to such a liability; and (iii) the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to issue or transfer Placing Shares into a clearance service;

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

14. (i) it (and any person acting on its behalf) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has paid or will pay any issue, transfer or other taxes due in connection with its participation in any territory; (iii) it has fully observed such laws and obtained all such governmental and other guarantees, permits, authorisations, approvals and consents which may be required thereunder and complied with all necessary formalities; (iv) it has not taken any action or omitted to take any action which will or may result in any Joint Bookrunner, the Company or any of their respective Affiliates or its or their respective Representatives acting in breach of the legal or regulatory requirements of any jurisdiction in connection with the Placing; and (v) the subscription for the Placing Shares by it or any person acting on its behalf will be in compliance with applicable laws and regulations in the jurisdiction of its residence, the residence of the Company, or otherwise;

15. it (and any person acting on its behalf) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) and will honour such obligations;

16. it has complied with its obligations under the Criminal Justice Act 1993, the UK Market Abuse Regulation, any delegating acts, implementing acts, technical standards and guidelines, and in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Anti-Terrorism Crime and Security Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 and the Money Laundering Sourcebook of the FCA and any related or similar rules, regulations or guidelines issued, administered or enforced by any government agency having jurisdiction in respect thereof (together the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations. If within a reasonable time after a request for verification of identity the relevant Joint Bookrunner has not received such satisfactory evidence, such Joint Bookrunner may, in its absolute discretion, terminate the Placee's Placing participation in which event all funds delivered by the Placee to such Joint Bookrunner will be returned (at the Placee's risk) without interest to the account of the drawee bank or CREST account from which they were originally debited;

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

18. it is acting as principal only in respect of the Placing or, if it is acting for any other person: (i) it is duly authorised to do so and has full power to make, and does make, the acknowledgments, undertakings, representations and agreements and give the indemnities herein on behalf of each such person; and (ii) it is and will remain liable to each Joint Bookrunner and the Company for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person). Each Placee agrees that the provisions of this paragraph shall survive the resale of the Placing Shares by or on behalf of any person for whom it is acting;

19. it is a Relevant Person and undertakes that it will (as principal or agent) subscribe for, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

20. it understands that 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, and further understands that this Announcement must not be acted on or relied on by persons who are not Relevant Persons;

21. if it is in a member state of the EEA, it is a Qualified Investor ;

22. if it is in the United Kingdom, it is a UK Qualified Investor ;

23. if it is a financial intermediary, any Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in any member state of the EEA other than EU Qualified Investors or persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale;

24. it understands, and each account it represents has been advised that: (i) the Placing Shares have not been and will not be registered under the Securities Act or under the applicable securities laws of any state or other jurisdiction of the United States; and (ii) no representation has been made as to the availability of any exemption under the Securities Act or any relevant state or other jurisdiction's securities laws for the reoffer, resale, pledge or transfer of the Placing Shares;

25. if outside the United States, it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, subscribing for the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

26. if in the United States, it and the prospective beneficial owner of the Placing Shares is, and at the time the Placing Shares are subscribed for will be, a QIB subscribing for the Placing Shares in a transaction exempt from the registration requirements of the Securities Act and has executed or will execute the placing letter addressed to the Company and the Joint Bookrunners in the form agreed;

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

28. where it is subscribing for the Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to subscribe for the Placing Shares for each managed account and it has full power to make, and does make, the acknowledgements, confirmations, undertakings, representations, warranties and agreements and to give, and does give, the indemnities herein on behalf of each such account;

29. if it is a pension fund or investment company, its subscription for Placing Shares is in full compliance with applicable laws and regulations;

30. it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

31. it has not offered or sold and will not offer or sell any Placing Shares to the public in any member state of the EEA or the United Kingdom except in circumstances falling within Article 1(4) of the EU Prospectus Regulation or Part 1 of Schedule 1 of the POATR which do not result in any requirement for the publication of a prospectus pursuant to Article 3 of the EU Prospectus Regulation or contravene regulation 12 of the POATR;

32. any offer of Placing Shares may only be directed at persons in member states of the EEA who are Qualified Investors and that it has not offered or sold and will not offer or sell any Placing Shares to persons in the EEA prior to Admission except to Qualified Investors or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any member state of the EEA within the meaning of the EU Prospectus Regulation;

33. 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 the FSMA) relating to the Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

34. it has complied and will comply with all applicable laws (including, in the United Kingdom, all relevant provisions of the FSMA and the Financial Services Act 2012) with respect to anything done by it in relation to the Placing Shares;

35. if it has received any "inside information" as defined in the UK Market Abuse Regulation about the Company in advance of the Placing, it has not: (i) dealt in the securities of the Company; (ii) encouraged or required another person to deal in the securities of the Company; or (iii) disclosed such information to any person except as permitted by the UK Market Abuse Regulation, prior to the information being made publicly available;

36. (i) it (and any person acting on its behalf) has the funds available to pay for the Placing Shares it has agreed to subscribe for and it (and any person acting on its behalf) will make payment for the Placing Shares allocated to it in accordance with this Announcement on the due time and date set out herein against delivery of such Placing Shares to it, failing which the relevant Placing Shares may be placed with other persons or sold as the Joint Bookrunners (or their assignee) may in its discretion determine and without liability to such Placee. It will, however, 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 stamp duty or stamp duty reserve tax (together with any interest, fines 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;

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

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

39. the exercise by the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the Joint Bookrunners need not have any reference to any Placee and shall have no liability to any Placee whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against any Joint Bookrunner, the Company or any of their respective Affiliates under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999 (as amended) or otherwise;

40. the person whom it specifies for registration as holder of the Placing Shares will be: (i) itself; or (ii) its nominee, as the case may be. None of the Joint Bookrunners, the Company nor any of their respective Affiliates will be responsible for any liability to stamp duty or stamp duty reserve tax or other similar duties or taxes (together with any interest, fines or penalties) resulting from a failure to observe this requirement. Each Placee and any person acting on behalf of such Placee agrees to indemnify the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives in respect of the same on an after-tax basis on the basis that the Placing Shares will be issued to the CREST stock account of the relevant Joint Bookrunner who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

41. these terms and conditions and any agreements entered into by it pursuant to these terms and conditions (including 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 English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by any Joint Bookrunner or the Company in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

42. each of the Company, each Joint Bookrunner and their respective Affiliates, its and their respective Representatives and others will rely upon the truth and accuracy of the representations, warranties, agreements, undertakings and acknowledgements set forth herein and which are given to each Joint Bookrunner on its own behalf and on behalf of the Company and are irrevocable and it irrevocably authorises each Joint Bookrunner and the Company to produce this Announcement, pursuant to, in connection with, or as may be required by any applicable law or regulation, administrative or legal proceeding or official inquiry with respect to the matters set forth herein;

43. it will indemnify on an after-tax-basis and hold the Company, each Joint Bookrunner and their respective Affiliates and its and their respective Representatives and any person acting on behalf of any of them harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of, directly or indirectly, or in connection with any breach by it of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

44. it irrevocably appoints any director or authorised signatory of any Joint 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;

45. its commitment to acquire Placing Shares on the terms set out herein and in any contract note will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's or the Joint Bookrunners' conduct of the Placing;

46. in making any decision to subscribe for the Placing Shares: (i) it has sufficient knowledge, sophistication and experience in financial, business and international investment matters as is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of a similar nature to the Placing Shares and in the sector in which the Company operates and is aware that it may be required to bear, and is able to bear, the economic risk of participating in, and is able to sustain a complete loss in connection with, the Placing and has no need for liquidity with respect to its investment in the Placing Shares; (iii) it has relied solely on its own investigation, examination, due diligence and analysis of the Company and its Affiliates taken as a whole, including the markets in which the Group operates, and the terms of the Placing, including the merits and risks involved, and not upon any view expressed or information provided by or on behalf of any Joint Bookrunner; (iv) it has had sufficient time and access to information to consider and conduct its own investigation with respect to the offer and purchase of the Placing Shares, including the legal, regulatory, tax, business, currency and other economic and financial considerations relevant to such investment and has so conducted its own investigation to the extent it deems necessary to enable it to make an informed and intelligent decision with respect to making an investment in the Placing Shares; (v) it is aware and understands that an investment in the Placing involves a considerable degree of risk; and (vi) it will not look to any Joint Bookrunner, any of their Affiliates or its or their respective Representatives or any person acting behalf of any of them for all or part of any such loss or losses it or they may suffer;

47. neither the Company nor any Joint Bookrunner owes any fiduciary or other duties to it or any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement or these terms and conditions;

48. in connection with the Placing, each Joint Bookrunner and any of their Affiliates acting as an investor for its own account may take up shares in the Company and in that capacity may retain, purchase or sell for its own account such shares in the Company and any securities of the Company or related investments and may offer or sell such securities or other investments otherwise than in connection with the Placing. Accordingly, references in this Announcement to Placing Shares being issued, offered or placed should be read as including any issue, offering or placement of such shares in the Company to any Joint Bookrunner or any of its Affiliates acting in such capacity. In addition, any Joint Bookrunner or any of its Affiliates may enter into financing arrangements and swaps with investors in connection with which such Joint Bookrunner or any of its Affiliates may from time to time acquire, hold or dispose of such securities of the Company, including the Placing Shares. None of the Joint Bookrunners nor any of their respective Affiliates intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so; and

49. a communication that the Placing or the book is "covered" (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the Placing and securities will be fully distributed by the Joint Bookrunners. Each Joint Bookrunner reserves the right to take up a portion of the securities in the Placing as a principal position at any stage at its sole discretion, among other things, to take account of the Company's objectives, UK MiFID II requirements and/or its allocation policies.

The foregoing acknowledgements, confirmations, undertakings, representations, warranties and agreements are given for the benefit of each of the Company and each Joint Bookrunner (for their own benefit and, where relevant, the benefit of their respective Affiliates and/or Representatives (as applicable) and any person acting on their behalf) and are irrevocable.

Miscellaneous

The agreement to issue Placing Shares to Placees (or the persons for whom Placees are contracting as nominee or agent) free of UK stamp duty and UK stamp duty reserve tax relates only to their issue to Placees, or such persons as they nominate as their agents, direct from the Company for the Placing Shares in question. Neither the Company nor any Joint Bookrunner will be responsible for any UK stamp duty or UK stamp duty reserve tax (including any interest, fines and penalties relating thereto) arising in relation to the Placing Shares in any other circumstances.

Such agreement is subject to the representations, warranties and further terms above and also assumes, and is based on a warranty from each Placee, that the relevant 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. Neither the Company nor any Joint Bookrunner is liable to bear any stamp duty or stamp duty reserve tax or any other similar duties or taxes (including, without limitation, other stamp, issue, securities, transfer, registration, capital, or documentary duties or taxes) ("transfer taxes") that arise: (i) if there are any such arrangements (or if any such arrangements arise subsequent to the acquisition by Placees of Placing Shares); or (ii) on a sale of Placing Shares; or (iii) otherwise than under the laws of the United Kingdom. Each 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, issue or delivery of Placing Shares has given rise to such transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to indemnify on an after-tax basis and hold each Joint Bookrunner and/or the Company and their respective Affiliates (as the case may be) harmless from any such transfer taxes, and all interest, fines or penalties in relation to such transfer taxes. Each Placee should, therefore, take its own advice as to whether any such transfer tax liability arises.

In this Announcement, "after-tax basis" means in relation to any payment made to the Company, each Joint Bookrunner or their respective Affiliates or its or their respective Representatives pursuant to this Announcement where the payment (or any part thereof) is chargeable to any tax, a basis such that the amount so payable shall be increased so as to ensure that after taking into account any tax chargeable (or which would be chargeable but for the availability of any relief unrelated to the loss, damage, cost, charge, expense or liability against which the indemnity is given on such amount (including on the increased amount)) there shall remain a sum equal to the amount that would otherwise have been so payable.

Each Placee, and any person acting on behalf of each Placee, acknowledges and agrees that each Joint Bookrunner and/or any of its Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares. Each Placee acknowledges and is aware that each Joint Bookrunner is receiving a fee and a commission in connection with its role in respect of the Placing as detailed in the Placing Agreement.

When a Placee or person acting on behalf of the Placee is dealing with any of the Joint Bookrunners any money held in an account with or on behalf of such Joint 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 rules and regulations of the FCA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from the relevant Joint Bookrunner's money in accordance with the client money rules and will be used by the relevant Joint Bookrunner in the course of its own business; and the Placee will rank only as a general creditor of that Joint Bookrunner.

Time is of the essence as regards each Placee's obligations under this Appendix.

Any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to any Joint Bookrunner.

The rights and remedies of each Joint Bookrunner, its agent and the Company under the terms and conditions set out in this Appendix 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 each Joint Bookrunner: (i) if they are an individual, their nationality; or (ii) if they are a discretionary fund manager, the jurisdiction in which the funds are managed or owned.

The price of Placing 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 Placing Shares. Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

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 changes.

APPENDIX II DEFINITIONS

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

"Admission"	admission of the Placing Shares, Subscription Shares and Retail Offer Shares (or any of them as the context requires) to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules
"Affiliate"	has the meaning given in Rule 501(b) of Regulation D under the Securities Act or Rule 405 under the Securities Act, as applicable and, in the case of the Company, includes its subsidiary undertakings
"AIM"	means the market of that name operated by the London Stock Exchange
"AIM Rules"	means the rules published by the London Stock Exchange entitled "AIM Rules for Companies" in force from time to time
"Announcement"	means this announcement including its Appendices
"Articles"	the articles of association adopted by the Company
"Bookbuild"	means the bookbuilding process to be commenced by the Joint Bookrunners immediately following release of this Announcement to use their reasonable endeavours to procure Placees for the Placing Shares, as described in this Announcement and subject to the terms and conditions set out in this Announcement and the Placing Agreement
"Capital Raising"	means, together, the Placing and the Subscription
"Capital Raising Shares"	means, together, the Placing Shares and the Subscription Shares
"Closing Date"	means the day on which the transactions effected in connection with the Placing will be settled
"Company"	means Zanaga Iron Ore Company Limited, a company registered in the British Virgin Islands with registered number 1557213
"Conditions"	has the meaning given to it in Appendix I to this Announcement
"CREST"	means the relevant system (as defined in the Uncertificated Securities Regulations 2001 (SI 2001 No. 3755) (as amended)) for the paperless settlement of share transfers and the holding of uncertificated shares operated by Euroclear
"EEA"	means the European Economic Area
"Existing Ordinary Share"	means an Ordinary Share in issue as at the date of the Announcement
"EU Prospectus Regulation"	means Regulation (EU) 2017/1129 (as amended)
"Euroclear"	means Euroclear UK & International Limited, a company incorporated under the laws of England and Wales
"EUWA"	means the European Union (Withdrawal) Act 2018 (as amended)
"Exchange Information"	has the meaning given to it in Appendix I to this Announcement
"Exchange Rate"	means the exchange rate of 1.352 USD to 1.000 GBP as at 14 May 2026, sourced from Bloomberg
"FCA"	means the Financial Conduct Authority of the UK
"FSMA"	means the Financial Services and Markets Act 2000 (as amended)
"Fundraising"	means, together, the Capital Raising and the Retail Offer
"Group"	means the Company and each of its subsidiary undertakings
"Intermediaries"	means any intermediary financial institution that is appointed by the Company in connection with the Retail Offer pursuant to the Intermediaries Agreements and "Intermediary" shall mean any one of them
"Intermediaries Agreements"	means (a) each master intermediary agreement between an Intermediary and Retail Book Limited; (b) each agreement (if any) between an Intermediary, the Company and Retail Book Limited relating to the Retail Offer, setting out the terms and conditions of the Retail Offer; and (c) the form of subscription by the relevant Intermediary under the Retail Offer
"ISIN"	means the International Securities Identification Number
"Issue Price"	means the price per New Ordinary Share at which the Placing Shares are placed
"Joint Bookrunners"	means Panmure Liberum and Tamesis
" London Stock Exchange "	means London Stock Exchange plc
"Material Adverse Change"	has the meaning given to such term in the Placing Agreement
"New Ordinary Shares"	means the Placing Shares, the Subscription Shares and the Retail Offer Shares
"Order"	means the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
"Ordinary Shares" or "Shares"	means ordinary shares of no par value in the capital of the Company
"Panmure Liberum"	means Panmure Liberum Limited
"POATR"	means the Public Offers and Admissions to Trading Regulations 2024
"Placees"	means the investors procured by the Joint Bookrunners to subscribe for Placing Shares and "Placee" shall mean any of them
"Placing"	means the placing of the Placing Shares with the Placees pursuant to the terms set out in the Placing Agreement and in accordance with the placing terms set out in Appendix I
"Placing Shares"	means the New Ordinary Shares to be issued to Placees pursuant to the Placing
"Placing Terms"	has the meaning given to it in Appendix I to this Announcement
"Qualified Investors"	mean persons who are qualified investors within the meaning of Article 2(e) of the EU Prospectus Regulation
"Regulation D"	means Regulation D promulgated under the Securities Act
"Regulation S"	means Regulation S promulgated under the Securities Act
"Regulatory Information Service" or "RIS"	means any of the services set out in the AIM Rules
"Relevant Persons"	means: (i) Qualified Investors; (ii) UK Qualified Investors; or (iii) persons to whom this Announcement may otherwise be lawfully communicated
"Representative"	has the meaning given to it in Appendix I to this Announcement
"Restricted Jurisdiction"	means the United States, Australia, New Zealand, Canada, Japan, Republic of South Africa or any jurisdiction in which the release, publication or distribution of this Announcement is unlawful
"Retail Offer"	means the offer of the Retail Offer Shares to be made to retail investors by the Company through intermediaries using the RetailBook platform and on the basis of the terms and conditions to be set out in the Retail Offer Announcement and Intermediaries Agreements
"Retail Offer Announcement"	means the announcement to be released alongside this Announcement giving details, among other things, of the Retail Offer
"Retail Offer Documents"	means the engagement letter entered into by the Company and Retail Book Limited relating to the Retail Offer and the Intermediaries Agreements
"Retail Offer Shares"	means the New Ordinary Shares to be made available under the Retail Offer
"Securities Act"	means the U.S. Securities Act of 1933 (as amended)
"Shareholder"	means a holder of one or more Ordinary Shares from time to time
"Subscription"	means the subscription intended to be made by certain investors including certain directors and management of the Company for the Subscription Shares
"Subscription Letters"	means the subscription letters entered into or expected to be entered into by those persons subscribing for New Ordinary Shares in the Subscription
"Subscription Shares"	means New Ordinary Shares expected to be subscribed for in the Subscription
"subsidiaries" or "subsidiary undertakings"	each have the meaning given to that term in the Act
"Tamesis"	Tamesis Partners LLP
"UK Market Abuse Regulation"	means Regulation (EU) 596/2014 as it forms part of UK domestic law by virtue of the EUWA
"UK MiFID II"	means EU Directive 2014/65/EU as it forms part of UK domestic law by virtue of the EUWA
"UK Qualified Investors"	mean persons who are qualified investors within the meaning of paragraph 15 of Part 2 of Schedule 1 to the POATR and who are: (i) persons who fall within the definition of "investment professional" in Article 19(5) of the Order; or (ii) persons who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations, etc.") of the Order
"uncertificated" or "in uncertificated form"	means in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST
"United Kingdom" or "UK"	means the United Kingdom of Great Britain and Northern Ireland
"United States" or "US"	means the United States of America, its territories and possessions, any state of the United States of America, the District of Columbia and all other areas subject to its jurisdiction and any political sub-division thereof

Unless otherwise indicated in this Announcement, all references to "£", "GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to the lawful currency of the United Kingdom.

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