Placing, Open Offer & Strategic Investment

RNS Number : 7581Q

Invinity Energy Systems PLC

22 February 2023

 

The information contained within this Announcement is deemed by Invinity Energy Systems plc to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("MAR").

22 February 2023

Invinity Energy Systems plc

("Invinity" or the "Company")

Placing for a minimum of £16 million, strategic investment for £2.5 million and Open Offer for up to £ 4 million

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF) , a leading global manufacturer of utility-grade energy storage, announces its intention to raise a minimum of £16 million, by way of a conditional placing (the "Placing") of new ordinary shares of €0.01 each ("Ordinary Shares") (the "Placing Shares") and Subscription (the "Subscription") for 42,187,500 new Ordinary Shares (the "Subscription Shares") raising £2.5 million, both at an issue price of 32 pence per new Ordinary Share (the "Issue Price").

In addition, the Company is also offering all qualifying shareholders the opportunity to participate in an open offer (the "Open Offer", together with the Placing, the "Fundraising") at the Issue Price. The Open Offer will raise up to c. £4 million, pursuant to which up to 12,500,000 new Ordinary Shares (the "Open Offer Shares") will be offered to existing shareholders at the Issue Price on the basis of:

2 Open Offer Shares for every 19 Ordinary Shares held

The Open Offer is in addition to and separate from the funds raised pursuant to the Placing and the Subscription. The Fundraising and Subscription are not being underwritten.

The Company is pleased to have agreed a strategic investment of £2.5 million by Everbrite Technology Co., Ltd. ("Everbrite", the "Subscriber") into Invinity, by way of the Subscription. Everbrite is a leading Taiwanese manufacturer of industrial technology. Their investment follows the 1 December 2022 announcement of a sale of Invinity battery products to Everdura Technology Co., ajoint venture between Everbrite and Taiwanese clean energy company, Pronergy Technology Co., Ltd. Everbrite's investment in Invinity is intended to support a closer strategic relationship between the two companies in Taiwan and further afield.

The Issue Price represents a discount of 13.51 per cent. to the closing middle market price of 37 pence per Ordinary Share on 22 February 2023.

A further announcement will be made in the coming days on the publication of a shareholder circular, which will contain further details of the Fundraising, Subscription and the Notice of General Meeting (the "Circular"). The Circular will contain notice of an extraordinary general meeting, which is expected to be held on 15 March 2023 (the "General Meeting") to, inter alia, approve the resolutions required to implement the Fundraising (the "Fundraising Resolution"). In addition, the Subscription is conditional on the passing of a further resolution at the General Meeting (the "Subscription Resolution", together with the Fundraising Resolution, the "Resolutions").

The proceeds from the proposed Placing are expected to provide the Company with sufficient working capital to the end of June 2024 at which point the Company expects to have launched its next generation Vanadium Flow Battery ("VFB"). Proceeds from the Subscription and Open Offer will provide working capital beyond this period and would be used to further positively support the Company's development and commercial activities, particularly in respect of the Mistral programme. The Fundraising is not conditional on the Subscription completing.

The Subscription is conditional, amongst other things, on certain necessary outbound investment approvals from the applicable regulatory authorities in Taiwan (the "Approvals") being obtained by Everbrite which are expected in the next 4 to 6 weeks. In addition, Everbrite has the right to terminate the Subscription if, prior to publication of the Circular, there is either a material adverse change affecting Invinity or a material breach of the warranties given by Invinity to Everbrite in connection with the Subscription. In the event that the Approvals are not received by 23 May 2023 or the Subscription is terminated by Everbrite, the Company would not receive the proceeds of the Subscription, which accordingly would not be available to the Company for the purposes described above.

The Placing is being conducted through an accelerated bookbuild process (the "Bookbuild"), which will be launched immediately following this announcement and will be made available to new and existing eligible institutional investors. Subject to demand from potential investors to participate in the Placing, the Directors have reserved flexibility to increase the size of the Placing. The Placing is subject to the terms and conditions set out in this announcement. Canaccord Genuity Limited ("Canaccord") and VSA Capital Ltd ("VSA Capital") are together acting as joint bookrunners (the "Joint Bookrunners") in relation to the Placing. The Bookbuild has opened and will be closed at the discretion of the Joint Bookrunners (in consultation with the Company).

The Directors have indicated an intention to subscribe for new Ordinary Shares through the Placing or Open Offer, which would raise gross proceeds of approximately £60,000 in aggregate.

The Fundraising is conditional upon shareholders approving the Fundraising Resolution at the General Meeting that will grant to the Directors the authority to allot the Placing Shares and the Open Offer Shares for cash on a non-pre-emptive basis. Admission of the Placing Shares and the Open Offer Shares to trading on the AIM market of the London Stock Exchange and the Apex segment of the AQSE Growth Market ("First Admission") is expected to occur at 8.00 a.m. on 16 March 2023 or such later time and/or dates as the Company, Canaccord Genuity and VSA Capital may agree (being in any event no later than 30 April 2023).

The Subscription is also conditional on shareholder approval and on the Subscriber receiving the Approvals. It is expected that the Approvals will be received in approximately 4 to 6 weeks and that admission of the Subscription Shares to trading on the AIM market of the London Stock Exchange and the Apex segment of the AQSE Growth Market ("Second Admission") will occur shortly thereafter and in any event no later than 23 May 2023. The Placing and Open Offer are not conditional on the Approvals being granted or the Subscription otherwise completing.

As part of the Company's review of ongoing sources of capital to fund additional growth the Company proposes to review the terms of the Short-Term and Long-Term Warrants issued in 2021 with the intention of adjusting their exercise price and expiry period.

Enquiries :

Invinity Energy Systems plc	[phone]
Jonathan Marren, Chief Development Officer and Interim CFO Joe Worthington, Director of Communications
Canaccord Genuity (Nominated Adviser and Joint Bookrunner)	[phone]
Henry Fitzgerald-O'Connor / Harry Pardoe / Gordon Hamilton
VSA Capital (Joint Bookrunner)	[phone]
Andrew Monk / Simon Barton

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

Expected timetable of the Placing, Open Offer and Subscription

Record Date for entitlements under the Open Offer	21 February 2023
Ex-entitlement date of the Open Offer	8.00 a.m. on 23 February 2023
Posting of this Document, Proxy Form and, to Qualifying Non-Crest Shareholders, the Application Form	24 February 2023
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders	as soon as practicable after 8.00 a.m. on 28 February 2023
Latest recommended time and date for requesting withdrawal of CREST Open Offer Entitlements and Excess CREST Open Offer Entitlements	4.30 p.m. on 8 March 2023
Latest time and date for depositing CREST Open Offer Entitlements and Excess CREST Open Offer Entitlements	3.00 p.m. on 9 March 2023
Latest time and date for splitting of Application Forms under the Open Offer (to satisfy bona fide market claims only)	3.00 p.m. on 10 March 2023
Latest time and date for receipt of Forms of Proxy and CREST voting instructions	11.00 a.m.  on 13 March 2023
Latest time and date for receipt of completed Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate)	11.00 a.m. on 14 March 2023
General Meeting	15 March 2023
Results of the General Meeting and the Open Offer announced	15 March 2023
Admission and dealings in the Placing Shares a nd Open Offer Shares expected to commence on AIM and AQSE	8.00 a.m. on 16 March 2023
Where applicable, expected date for CREST accounts to be credited in respect of the Placing Shares and Open Offer Shares	16 March 2023
Where applicable, expected date for despatch of definitive share certificates for Placing Shares and Open Offer Shares in certificated form	within 14 days of F irst Admission
Admission and dealings in the Subscription Shares expected to commence on AIM and AQSE	no later than 23 May 2023

Notes:

1.  Each of the above times and/or dates is subject to change at the absolute discretion of the Company, Canaccord Genuity and VSA Capital. If any of the above times and/or dates should change, the revised times and/or dates will be announced through a Regulatory Information Service.

2.  All of the above times refer to London time unless otherwise stated.

3.  All events listed in the above timetable following the General Meeting in respect of the Fundraising are conditional on the passing of the Fundraising Resolution at the General Meeting. The Subscription is also conditional on, amongst other things, shareholder approval.

The Fundraising - Further Information

· The Fundraising and the Subscription are not being underwritten by the Joint Bookrunners or any other party, whether as to settlement risk or otherwise.

· Allocation of the Placing Shares shall be determined by the Company in consultation with the Joint Bookrunners.

· Should the Fundraising Resolution at the General Meeting not be passed and the Placing not complete, the above-mentioned use of proceeds would not be achievable. This would have the effect of significantly slowing Invinity's development and commercial activities as the Company would have to explore other funding alternatives to support its working capital requirements.

· Detailed terms and conditions of the Placing are contained within this announcement.

· The Placing and Open Offer are not conditional on the Subscription.

Background to and reasons for the Placing, Subscription and Open Offer

In the last quarter of 2022, Invinity signed nearly 31 MWh of sales contracts for its VS3 product. In doing so, the Company sold more batteries in the last three months of 2022 than in its entire history to date as Invinity Energy Systems. Invinity's management believes these recent contract wins, expected to be delivered at positive gross margin, combined with robust growth in the Company's sales pipeline, reflect an inflection point in the commercial acceptance of Invinity's products. This shift places the Company in an advantageous position to address the growing global demand for non-lithium, longer-duration energy storage solutions. Meeting this demand requires funding to increase manufacturing output while simultaneously developing the next generation of VFB, codenamed "Mistral". This next-generation product is intended to serve larger projects and achieve higher margins as a result of economies of scale, supply chain optimisation and cost-down engineering. It is management's firm belief that the commercial launch of the Mistral product will be a key step forward on the Company's pathway to profitability and solidify Invinity's critical role in the future net zero electric grid.

Invinity's current order backlog of £22.0m will be converted to revenue as VFBs are delivered, largely underpinning the Company's revenue expectations for 2023. The Company has also already booked sales worth £7.4m for delivery in 2024, a figure expected to significantly increase during 2023, particularly if the Company is successful in any of a number of large deals currently being progressed, including but not limited to Phase 2 of the Longer Duration Energy Storage Demonstration ("LODES") competition as announced on 18 January 2023.

The Company continues to make significant progress in the development of Mistral, its next-generation product, under the auspices of the joint development and commercialisation agreement with Gamesa Electric S.A.U. ("Gamesa") announced 11 May 2021. Invinity expects to announce initial pilot projects in H2 2023 with commercial launch of Mistral expected to occur in mid-2024.

Further information regarding Invinity's commercial sales pipeline, strategic relationships and project deliveries can be found in the Company's latest Operation and Trading Update announced on 23 January 2023.

The minimum gross proceeds conditionally receivable by the Company pursuant to Placing will be £16 million before expenses with the Subscription providing a further £2.5 million. The maximum gross proceeds receivable by the Company pursuant to the Open Offer (assuming take-up in full of the Open Offer by Qualifying Shareholders) will be approximately £4 million before expenses (being less than the €8 million maximum amount permitted in a year without requiring the publication by the Company of a prospectus under the Prospectus Rules).

Additionally, as part of the Company's review of ongoing sources of capital to fund additional growth the Company proposes to review the terms of the Short Term and Long Term Warrants issued in 2021 with the intention of adjusting their exercise price and expiry period.

Use of Proceeds

The Directors believe the proceeds of the Placing of a minimum of £16 million are sufficient to satisfy the Company's working capital requirements through to end of H1 2024, at which point the Company expects to be at the initial commercial launch stage of the Mistral programme. The Company also expects new sales contracts to be signed during this period, generating a positive contribution to the Group. Accordingly, the Directors do not expect to make further drawdowns from the $10m convertible loan facility announced 14 December 2022.

The Company intends to invest funds raised in the Placing, Open Offer and the Subscription into the following key areas:

a)  Working capital to support and grow existing operations

Invinity's investment to date into its current operations has led to the substantial increase in sales pipeline, closed sales, and customer projects both operational and in their delivery phase as reported in this document. Sales of the Company's current product, the VS3, do not yet generate sufficient free cash flow to cover the Company's operational expenditures (including its investment in Mistral). The Company anticipates Mistral sales will achieve industry-standard margins while improved technology, materials and manufacturing processes shared across both products will also benefit margins on VS3 sales. Until this occurs, the Company requires additional working capital to continue and grow its operations. 

b)  Development of Mistral

The development programme for Mistral, Invinity's next-generation product, targets a low Levelised Cost of Storage ("LCOS") which, when combined with solar or wind generation, could unlock clean energy on demand at a price below average gas baseload costs. If this is achieved, Management believes that Mistral will be the most advanced and economically compelling grid-scale flow battery on the market, with a fundamental role to play in the global energy transition. The development of Mistral requires continued investment by Invinity and while certain areas of the programme are being funded in part by Gamesa, the Company maintains full ownership of product components that embody significant and vital intellectual property and therefore is solely responsible for their development costs. Invinity has expended significant capital and resources to date on Mistral development and is now at the stage where significant capital is needed to build and test prototypes. Additional capital will assist in mitigating risks to the timely completion of development while enhancing the cost-reduction and product performance the Company and Gamesa together believe will accelerate Mistral's market adoption.

c)  Preparation for Mistral launch

Invinity and its partners anticipate significant demand for Mistral once commercially available. Meeting this demand will require major enhancements to operational capabilities in a number of areas, some already underway, and all with a tight schedule. These include further developing the component supply chain, improving IT processes, increasing headcount of customer-facing departments, and substantially upgrading the Company's wider manufacturing capability, both directly for some components and in collaboration with third parties who will continue to assemble the majority of the components on an outsourced basis.

The proceeds of the Fundraising are intended to satisfy the working capital requirements of the Company through to the initial launch stage of the Mistral programme without the need to make further drawdowns from the $10m convertible loan facility announced 14 December 2022. As previously stated, the Company also remains in well advanced discussions with other potential strategic partners. Should any of these discussions reach agreement, Invinity's Management believe that this will further positively support the Company's development and commercial activities, particularly in respect of the Mistral programme. Additionally, as part of the Company's review of ongoing sources of capital to fund additional growth the Company proposes to review the terms of the Short Term and Long Term Warrants issued in 2021 with the intention of adjusting their exercise price and expiry period.

Information on Invinity

Since its formation in April 2020, Invinity has focused on developing and selling energy storage products to accelerate the global energy transition to renewable sources such as wind, solar and tidal power. The need for energy storage remains clear: renewable energy is fundamentally intermittent, yet the future grid must deliver robust and reliable power. Energy storage in many forms will increasingly be required to bridge the gaps across periods of darkness for solar, calm for wind turbines, and slack tide for tidal power.

To date, the only battery energy storage technology widely deployed to meet the need for stationary energy storage uses lithium-ion cells. While very energy dense and highly efficient, and therefore quite appropriate for mobile and personal applications, lithium-based batteries have characteristics making them less than ideal for stationary energy storage: they degrade with use, are prone to thermal runaway and are expensive to recycle at end of life. In addition, global supply of lithium cells is not keeping up with demand from the automotive industry, causing grid storage projects to experience delays and increased costs. However, purchasers of batteries for stationary energy storage have had few proven alternatives to lithium-based batteries to date.

The Invinity VS3, the Company's current energy storage product, is now providing that alternative. The VS3 uses VFB technology that has been developed over more than 15 years, utilising over £60 million of investment to date. The relative maturity of the Company's technology and Invinity's ability to deliver is also well documented with over 65 MWh of batteries either already deployed or contracted for delivery across more than 70 sites in 15 countries. Invinity has been a pioneer in delivering VFBs as a standardized, factory-built product rather than a bespoke engineering project, yielding the increased quality and decreased costs typically associated with factory manufacture of a standardized product.

What makes the VS3 particularly well-suited to storing and dispatching energy on demand from renewable generation is its "utility-grade" nature. The table below lists the four key characteristics of utility-grade energy storage and highlights the main differences between Invinity's VS3 and lithium-ion batteries. Note that Invinity's products are often suitable for either complementing or replacing systems using lithium-ion technology:

	Lithium-ion	Invinity VS3
Safe	Prone to catching fire - difficult to put out.	No fire risk - the electrolyte is an aqueous (water-based) solution.
Long life	Degrades with use - five to seven years of daily cycling.	Unlimited cycles - over 20 years of continuous operation.
Economical	Lower upfront capital cost, but higher per MWh over life on a Levelised Cost of Storage (LCOS) basis.	Low cost per MWh over life (LCOS).
Proven	Many installations at utility scale around the globe.	Invinity's first grid-connected installations operational.

This association between renewable energy and energy storage has led Barclays Capital to declare that "total global storage spending is likely to approach the trillions by 2050" in an October 2021 report.

Scaling Invinity's business to address this global opportunity for stationary energy storage has been management's primary focus. The Group deployed capital raised in December 2021 to complete development of the VS3, grow manufacturing and supply chain capability, increase commercial engagement, and add employees in product development, project management, quality systems, supply chain, manufacturing operations, customer solutions, and logistics.

These efforts have led to a significant expansion in the Company's manufacturing capabilities, with the transition to a larger, more appropriate contract manufacturing partner in Baojia, who are currently delivering components to Invinity's factories in North America and the United Kingdom and completed products to Invinity customers in the Asia-Pacific region. Invinity has also increased the capacity of its own facilities, recently expanding its Vancouver-based operations significantly in response to demand.

The Company maintains focus on improving the resilience of its supply chain through diversification of suppliers and other such measures. Invinity has also observed general improvements in the macro supply chain environment as prices began to normalise following significant disruption between 2020-2022. For instance, during 2022, the Company observed a c.60% reduction in the cost of shipping its products. Invinity has also benefited from a c.14% reduction in the price of electrolyte and begun to realise economies of scale through its new manufacturing partnership with Baojia.

The Company has a strong portfolio of installed projects, with Invinity batteries being used independently by customers to perform a wide variety of services. Notable "showcase" projects in the UK include the Energy Superhub Oxford, Scottish Water Perth and the European Marine Energy Centre (EMEC). Invinity also has a number of delivered projects in the U.S. including high profile projects located in California with the Soboba Band of Luiseño Indians and the U.S. Marine Corps. Furthermore, in the near term, the Company expects its 8 MWh Yadlamalka project in Australia, the 8.4 MWh Elemental Energy project in Canada and the 10 MWh Viejas Microgrid project in the U.S. to come online, further evidencing the proven nature of Invinity's products.

The Market Opportunity

The Directors believe that the time is right to see Invinity's utility-grade energy storage become more available to the global market. In many of today's largest energy markets, renewable penetration is currently constrained by two factors: the inability to maximise the use of renewable energy when it is available; and the need to rely on more expensive, higher-emissions sources of power when it is not.

The environment for stationary energy storage continues to improve. The demand for lithium-ion batteries needed to support the electrification of transport is already impacting global supplies and has increased the price of lithium and other battery minerals significantly, driving demand for non-lithium energy storage alternatives such as Invinity's products.

Invinity has made the transition from a company with a product under development to a company shipping a commercial product. Although this transition was delayed by the impacts of the COVID pandemic, now that it has occurred, opportunities to showcase commercial VS3 product deployments at reference sites are already helping to accelerate commercial traction for Invinity's products.

Industry analysts continue to forecast dramatic growth in the global energy storage sector. In the latter half of 2022, BloombergNEF's H2 2022 Energy Storage Market Outlook "sees an additional 13% of capacity by 2030" which is equal to an extra 145 GWh, primarily driven by recent policy developments. According to a 2021 report published by Barclays Capital Inc. "Storage is critical to integrating variable renewable energies ('VREs') such as solar and wind" because "VREs are subject to hourly, daily and seasonal variations that often do not align with peak power demand. Storage can smooth out VRE fluctuations, mitigate VRE curtailments, firm up VRE supply into dispatchable power and alleviate grid congestion without expensive transmission upgrades."

Furthermore, leading independent think tank RethinkX notes "it is both physically possible and economically affordable to meet 100 per cent. of electricity demand with the combination of solar, wind, and batteries by 2030 across the entire continental United States as well as the overwhelming majority of other populated regions of the world." The inevitable shift towards renewable energy will produce large amounts of surplus power output with near-zero marginal cost of production. Energy storage is vital in ensuring this power is made available on demand. This systemic change to world electricity markets will create opportunities for new business models and products within the energy storage space.

The Barclays Capital Inc report also notes that "Lithium-ion will only get us so far, raising urgency for long-duration technologies." This positive sentiment is supported by various intergovernmental organisations including the World Energy Council who in a recent report viewed energy storage as "instrumental in the grand energy transition". On this basis, the Company remains confident that VFBs will play a significant role in the world's low-carbon energy future.

Current Trading and Prospects

On 23 January 2023, Invinity provided an Operational and Trading Update which is summarised below.

Revenue and Backlog

-  Revenue backlog for 2023: £22.0m (underpinning the majority of current revenue expectations for the year)

-  Revenue backlog for 2024: £7.4m (expected to increase significantly throughout the course of 2023)

Commercial Pipeline

Date	Closed	Base	Advanced	Qualified (Near Term2)	Qualified (Further Term2)
	MWh	MWh	MWh	MWh	MWh
22 September 2022   (HY22 Results)	28.0	22.8	63.5	405.8	- 1
20 January 2023  (Current Trading)	59.8	15.6	129.4	766.4	1,190
% Change	+114%	-32%	+104%	+89%	-
1  Not reported in HY22 Results 2  Near term dates in the Qualified categories are where estimated delivery is within the next 24 months. Further Term reflects estimated deliveries that are beyond the next 24 months. Note: The decrease in the Base category reflects certain of the 31 MWh of sales that moved from Base to Closed since September 2022 partially offset as others had moved in from the Advanced category. Full definitions of categories can be found in the Company's 2021 Annual Report. Base are deals negotiated and close to signing, Advanced deals are where negotiation and project development are in process, and Qualified deals represent significant engagement with the customer and the Company's belief in the viability of the opportunity. Closed deals represent those the Company is in the process of delivering or have already delivered.

Next-Generation Product Development Progress

-  Significant progress continues to be made in the programme to design and develop its next-generation VFB.

-  Ongoing achievement of developmental and engineering milestones has continued to validate the commercial and technical targets set by the programme.

-  Contracts for a limited number of initial pilot projects expected to be announced in mid-2023, with publication of full product details, product certification and unrestricted sale of the product expected from H1 2024.

Bankability Report Completed

-  Independent bankability review of the Company's VS3 vanadium flow battery was carried out.

-  The report confirmed the VS3 to be suitable for grid-scale battery projects, especially those requiring multiple back-to-back cycles, long discharge durations or a combination of the two, and that Invinity is leading among flow battery suppliers and comparable with Li-ion battery suppliers for applications at a range of scales.

-  Important achievement for Invinity, offering credible 3rd party validation to prospective customers and project partners in respect of Invinity's technology.

Operational

-  Material increase of Invinity's production capacity over past 6 months, including significant expansion of Vancouver facility and successful transition to new contract manufacturer, Baojia.

-  Invinity is closely monitoring developments in the U.S. regarding domestic content requirements that could benefit current and prospective customers in the form of Investment Tax Credits introduced under the Inflation Reduction Act. The Company is currently developing plans for domestic production with an expanding network of partners, including the possibility of localised VS3 production.

Corporate

-  $10m convertible loan note funding facility announced on 14 December 2022. $2.5m drawn immediately with balance subject to the agreement of noteholders.

-  Invinity continues to manage its cash position carefully and at 31 December 2022 had cash resources of £5.1m.

-  Gamesa Electric continues to support Invinity's corporate development and at Gamesa's request, Invinity has extended the term of exercise of Gamesa's option to purchase Invinity shares by 12 months.

Strategic

-  Invinity continues to progress a number of strategic partnership and corporate growth opportunities and is currently in active, well-advanced discussions with multiple potential partners.

-  A strategy to utilise partnerships to enter new markets without incurring the expenses associated with a full corporate presence has led to successful relationships with distribution partners, for example in Korea (Hyosung) and Taiwan (Everdura, Bei Ying). These relationships have already led to closed sales opportunities, with many more reflected in the Company's sales pipeline.

-  New strategic relationships initiated in Invinity's core markets including Dawsongroup in the UK and Indian Energy in the USA, both of which have yielded initial sales and significant pipeline growth.

-  Invinity continues to progress activity regarding its joint venture with U.S. Vanadium which will aim to increase the U.S. domestic content of Invinity's batteries.

Directors' intended participation in the Fundraising

		Amount
		£
Neil O'Brien		£25,000
Larry Zulch		£10,000
Jonathan Marren*		£20,000
Matt Harper		£5,000

*Jonathan Marren intends to apply for Open Offer Entitlements and Excess Open Offer Entitlements representing an aggregate value of £20,000.

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

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

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING AND NO PUBLIC OFFERING OF THE PLACING SHARES WILL BE MADE. THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE TERMS AND CONDITIONS SET OUT AND REFERRED TO IN IT ARE DIRECTED ONLY AT PERSONS SELECTED BY CANACCORD GENUITY LIMITED ("CANACCORD GENUITY") AND/OR VSA CAPITAL LIMITED ("VSA CAPITAL") WHO ARE PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "EEA QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) AS AMENDED FROM TIME TO TIME (THE "EU PROSPECTUS REGULATION"), (B) IF IN THE UNITED KINGDOM, INVESTORS WHO ARE QUALIFIED INVESTORS (FOR THE PURPOSES OF THIS ANNOUNCEMENT REFERRED TO AS "UK QUALIFIED INVESTORS"), AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION (REGULATION (EU) 2017/1129) WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") (ACTING AS PRINCIPAL OR IN CIRCUMSTANCES TO WHICH SECTION 86(2) OF FSMA APPLIES) AND WHO ALSO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "FPO"); (II) FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" IN ARTICLE 49(2)(A) TO (D) OF THE FPO; OR (III) OTHERWISE PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANNOUNCEMENT AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO.

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

THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES OF AMERICA. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM REGISTRATION AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

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

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

EEA product governance

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

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

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

UK product governance

Solely for the purposes of Paragraph 3.2.7R regarding the responsibilities of UK Manufacturers under the product governance requirements contained within Chapter 3 of the FCA Handbook Production Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of investors who meet the criteria of retail investors, investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK Product Governance Requirements; and (ii) eligible for distribution through all distribution channels as are permitted by UK Product Governance Requirements (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors (for the purposes of UK Product Governance Requirements) should note that: (a) the price of the Placing Shares may decline and investors could lose all or part of their investment; (b) the Placing Shares offer no guaranteed income and no capital protection; and (c) an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Canaccord Genuity and VSA Capital will only procure investors who meet the criteria of professional clients and eligible counterparties.

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

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

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

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

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

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

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

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

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

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

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

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

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

Details of the Placing and the Placing Shares

Canaccord Genuity , VSA Capital, and the Company have entered into a Placing Agreement, under which Canaccord Genuity and VSA Capital have, on the terms and subject to the conditions set out therein, undertaken to use reasonable endeavours to procure subscribers for the Placing Shares at the Issue Price. It is expected that the Placing will raise a minimum of £16 in gross proceeds. The Placing is not being underwritten by Canaccord Genuity, VSA Capital, or any other person.

The Placing Shares, the Open Offer Shares and any Subsequent Placing Shares are expected to be issued on 16 March 2023 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 23 May 2023). The issue of the Placing Shares, the Open Offer Shares and any Subsequent Placing Shares is conditional on the passing at the GM of the Fundraising Resolution by the requisite majority and Admission occurring. The Placing Shares will, when issued, be subject to the articles of incorporation of the Company, be credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Ordinary Shares after the date of issue of the relevant Placing Shares.

The Placing is not conditional on the Approvals being granted or the Subscription otherwise completing.

The Placing Shares will trade on AIM and the AQSE Growth Market under IES with ISIN JE00BLR94N79. 

Applications for admission to trading of the Placing Shares

Applications will be made to the London Stock Exchange and the AQSE for the Placing Shares to be admitted to trading on AIM and the AQSE Growth Market.

It is expected that Admission will become effective and that dealings in the Placing Shares, Open Offer Shares and any Subsequent Placing Shares will commence on 16 March 2023 (or such later date as the Joint Bookrunners and the Company may agree, being not later than 8.00 a.m. on 23 May 2023), subject to the passing of the Fundraising Resolution which is set out within the Notice of General Meeting.

Placing

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

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

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

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

3.  The price per Placing Share (the "Issue Price") is a fixed price of £0.32 and is payable to Canaccord Genuity (as agent for the Company) by all Placees.

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

5.  Canaccord Genuity or VSA Capital 's oral or written confirmation of an allocation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of such Bookrunner and the Company, under which it agrees to acquire the number of Placing Shares allocated to it on the terms and subject to the conditions set out in this Appendix and in accordance with the Company's articles of association. Except with the relevant Bookrunner's consent, such commitment will not be capable of variation or revocation at the time at which it is submitted.

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

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

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

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

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

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

12. To the fullest extent permissible by law, neither: (a) the Joint Bookrunners, nor (b) any of their Affiliates, agents, directors, officers, consultants or employees nor (c) to the extent not contained within (a) or (b), any person connected with the Joint Bookrunners as defined in FSMA ((b) and (c) being together "Affiliates" and individually an "Affiliate" of the Joint Bookrunners) shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise. In particular, neither Bookrunner nor any of their Affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of each Bookrunner's conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may agree. Nothing in this Appendix shall be effective to limit or exclude any liability for fraud or which, by law or regulation, cannot otherwise be so limited or excluded.

Conditions of the Placing

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

1.  the Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 5.00 pm on 22 February 2023 or such later time and/or date agreed between the Company and the Joint Bookrunners;

2.  the Second Announcement being released through a Regulatory Information Service (as defined in the AIM Rules) by no later than 11.00 am on the day following the release of this Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;

3.  the placing term sheet (the form of which is set out in the Placing Agreement) having been duly executed by the parties by no later than 11.00 am on the day following the release of this Announcement or such later time and/or date agreed between the Company and the Joint Bookrunners;

4.  the Circular having been sent out to the Company's shareholders entitled to receive it by first class post by no later than 28 February 2023 or such later time and/or date agreed between the Company and the Joint Bookrunners;

5.  the passing at the GM of the Fundraising Resolution by the requisite majority under the Jersey Companies Act and such Fundraising Resolution remaining in full force and effect as at Admission;

6.  the Applications and all other documents required to be submitted with the Applications, together with payment for the relevant AIM fee (as defined in the AIM Rules) payable to the London Stock Exchange and the issuer fees (as defined in the AQSE Rules) payable to the AQSE, being delivered to the London Stock Exchange and the AQSE not later than 8.00 am on 27 February 2023 or such later time and/or date agreed between the Company and the Joint Bookrunners;

7.  the Company having fully performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;

8.  none of the Warranties being untrue or inaccurate in any material respect or misleading at any time between the date of the Placing Agreement and Admission and no fact or circumstance having arisen which would render any of the Warranties untrue or inaccurate in any material respect or misleading if it was repeated as at any time up to Admission by reference to such facts or circumstances;

9.  the obligations of the Joint Bookrunners not being terminated before Admission on the basis referred to below under "Right to terminate the Placing Agreement";

10. the Joint Bookrunners having received, in terms satisfactory to them, legally binding confirmations on the basis of the Announcement from Placees at the Issue Price in respect of all Placing Shares;

11. a meeting of the Board taking place to approve, amongst other things, the execution of the Placing Agreement, the allotment of the Open Offer Shares and the Placing Shares and any Subsequent Placing Shares (subject only to Admission);

12. the delivery by the Company to the Joint Bookrunners of those documents required under the Placing Agreement by the agreed times;

13. each condition to enable the Open Offer Entitlements to be admitted as a participating security (as defined in the CREST Regulations) in CREST being satisfied on or before the date of the Circular;

14. the Open Offer Entitlements of Qualifying CREST Shareholders being admitted as a participating security (as defined in the CREST Regulations) to CREST; the Open Offer Entitlements of Qualifying CREST Shareholders being credited to the CREST stock accounts of Qualifying CREST Shareholders in the proportions set out in the Circular; and the Open Offer Entitlements of Qualifying CREST Shareholders becoming enabled for settlement within CREST, in each case by not later than the Business Day following the date of the Placing Agreement;

15. Admission taking place no later than 8.00 am on 16 March 2023 (as agreed with the Joint Bookrunners) or such later time as may be agreed between the Company and the Joint Bookrunners not being later than 8.00 am on the Long Stop Date;

16. no Supplementary Circular being required by the AIM Rules, the AQSE Rules or otherwise under the Placing Agreement prior to Admission;

17. the delivery by the Company to the Joint Bookrunners of a duly executed warranty certificate in the form set out in the Placing Agreement by the agreed time; and

18. all necessary consents and approvals under Jersey law and regulation to the Circular and otherwise in connection to Admission having been given and remaining in full force and effect immediately prior to Admission.

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

If (a) any of the conditions are not fulfilled (or to the extent permitted under the Placing Agreement, waived by the Joint Bookrunners) by the relevant time or date specified in the Placing Agreement, or (b) the Placing Agreement is terminated in the circumstances specified below, the Placing and the Subsequent Placing will lapse and each Placee's rights and obligations hereunder shall cease and determine at such time and no claim may be made by a Placee in respect thereof. Neither of the Joint Bookrunners, the Company, nor any of their respective Affiliates shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition in the Placing Agreement or in respect of the Placing generally.

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

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

Right to terminate the Placing Agreement

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

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

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

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

4.  either of the Applications is withdrawn or refused by the London Stock Exchange and/or the AQSE;

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

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

7.  there has occurred:

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

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

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

7.4. a material worsening of the COVID-19 or any other kind of pandemic in Jersey or the United Kingdom or in any other jurisdiction in which the Group carries on business which materially affects the operations of the Group.

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

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances, other than set out in the section entitled "Conditions of the Placing" above. By participating in the Placing, the Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Placees in this regard and that neither the Joint Bookrunners nor their Affiliates shall have any liability to the Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of an admission document or prospectus in the United Kingdom or any equivalent document in any other jurisdiction other than a prospectus required in Jersey and prepared pursuant to the Companies (General Provisions) (Jersey) Order 2002 ("Jersey Prospectus"). No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA, the AQSE or the London Stock Exchange in relation to the Placing or the Placing Shares, and the Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules and the AQSE Rules (the "Exchange Information") or has published via a Regulatory Information Service ("Publicly Available Information"). Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information and/or Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners or any other person and neither the Joint Bookrunners nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement (including, without limitation, in any investor presentation) which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners, the Company, or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: JE00BLR94N79) will take place within the CREST system, subject to certain exceptions and as stated below. The Joint Bookrunners reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

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

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

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

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

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

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

CREST Participant ID of Canaccord Genuity:	805
Expected Trade Date:	23 February 2023
Expected Settlement Date:	16 March 2023
ISIN code for the Placing Shares:	JE00BLR94N79

Representations, Warranties and Further Terms

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

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

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

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

4.  acknowledges that the Placing Shares will be admitted to trading on AIM and the AQSE Growth Market, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the AQSE Rules for Companies, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and the Company's announcements and circulars published in the past 12 months and the Company's admission document, and that it is able to obtain or access such information without undue difficulty and has read and understood such information;

5.  acknowledges that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has provided, and will not provide it with, any material or information regarding the Placing Shares or the Company; nor has it requested either of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf to provide it with any such material or information;

6.  acknowledges that the content of this Announcement is exclusively the responsibility of the Company and that neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be responsible for or shall have any liability for any information, representation or statement relating to the Company contained in this Announcement or any information previously published by or on behalf of the Company and neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf will be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has relied on its own investigation with respect to the Placing Shares and the Company in connection with its decision to subscribe for the Placing Shares and acknowledges that it is not relying on any investigation that either of the Joint Bookrunners, any of their respective Affiliates or any person acting on their behalf may have conducted with respect to the Placing Shares or the Company and none of such persons has made any representations to it, express or implied, with respect thereto;

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

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

9.  acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by either of the Joint Bookrunners, their respective Affiliates or any person acting on their or any of their respective Affiliates' behalf and understands that (i) neither of the Joint Bookrunners, nor any of their respective Affiliates nor any person acting on their behalf has or shall have any liability for public information or any representation; (ii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf has or shall have any liability for any additional information that has otherwise been made available to such Placee, whether at the date of publication, the date of this Announcement or otherwise; and that (iii) neither of the Joint Bookrunners, nor any of their respective Affiliates, nor any person acting on their behalf makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of such information, whether at the date of publication, the date of this Announcement or otherwise;

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

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

12. represents and warrants that its acquisition of the Placing Shares has been or will be made in an "offshore transaction" as defined in and pursuant to Regulation S under the Securities Act;

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

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

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

16. represents and warrants that, if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation, the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the United Kingdom other than UK Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

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

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

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

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

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

22. if in the United Kingdom, represents and warrants that it is a UK Qualified Investor (acting as principal or in circumstances to which section 86(2) of FSMA applies) and a person who has professional experience in matters relating to investments and it is a person (i) falling within Article 19(5) of the FPO; or (ii) falling within Article 49(2)(a) to (d) of the FPO; or (iii) to whom this Announcement may otherwise be lawfully communicated under the FPO;

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

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

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

26. acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf is making any recommendations to it or advising it regarding the suitability or merits of any transaction it may enter into in connection with the Placing, and acknowledges that neither of the Joint Bookrunners, nor any of their Affiliates nor any person acting on their behalf has any duties or responsibilities to it for providing advice in relation to the Placing or in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement  or for the exercise or performance of any of the Joint Bookrunners' rights and obligations thereunder, including any right to waive or vary any condition or exercise any termination right contained therein;

27. undertakes that (i) the person whom it specifies for registration as holder of the Placing Shares will be (a) the Placee or (b) the Placee's nominee, as the case may be, (ii) neither of the Joint Bookrunners nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement and (iii) the Placee and any person acting on its behalf agrees to acquire the Placing Shares on the basis that the Placing Shares will be issued to the CREST stock account of Canaccord Genuity which will hold them as settlement agent as nominee for the Placee until settlement in accordance with its standing settlement instructions with payment for the Placing Shares being made simultaneously upon receipt of the Placing Shares in the Placee's stock account on a delivery versus payment basis;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

DEFINITIONS

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

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

"€" or "Euros" are references to a lawful currency of the European Union;

"Admission" means the admission of the Placing Shares and Open Offer Shares to (i) trading on AIM becoming effective within the meaning of Rule 6 of AIM Rules; and (ii) trading on the AQSE Growth Market becoming effective within the meaning of Rule 3.9 of the AQSE Rules;

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

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

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

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

"Applications" applications made by (or on behalf of) the Company for Admission in the forms prescribed by the London Stock Exchange and the AQSE;

"Application Form" the application form to be used by Qualifying Shareholders whose Ordinary Shares are not held in CREST in connection with the Open Offer;

"AQSE" means AQUIS Stock Exchange Limited, a company incorporated in England and Wales with registered company number 04309969 and a recognised investment exchange under section 290 of FSMA;

"AQSE Corporate Adviser" means VSA Capital;

"AQSE Growth Market" means the market (the Apex segment) operated by the AQSE for entrepreneurial companies seeking visibility and access to growth capital;

"AQSE Rules" means the rules contained in the AQSE Growth Market Apex Rulebook issued by the AQSE for issuers in effect from time to time, which set out the admission requirements and continuing obligations of companies seeking admission to and whose securities are admitted to trading on the Apex segment of the AQSE Growth Market;

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

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

"Circular" means the circular to be published by the Company in relation to the Placing,  the Open Offer and the Subscription and containing a notice (the "Notice") convening the General Meeting;

"Company" means Invinity Energy Systems plc, a company incorporated and registered in Jersey with registered number 92432 whose registered office is at Third Floor, IFC5, Castle Street, St Helier, Jersey JE2 3BY;

"Contract Notes" means the notes and forms of confirmation to be sent by the Joint Bookrunners on behalf of the Company to Placees and to be procured by the Joint Bookrunners in relation to the Placing;

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

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

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

"Euroclear" means Euroclear UK and International Limited;

"Excess Application Facility"  the arrangement pursuant to which Qualifying Shareholders may apply for additional Open Offer Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;

"Excess CREST Open Offer Entitlements"  means in respect of each Qualifying CREST Shareholder, an entitlement, of the maximum number of Open Offer Shares available through the Open Offer (in addition to their Open Offer Entitlement), to apply for Open Offer Shares pursuant to the Excess Application Facility, which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;

"Excess Open Offer Entitlements" means an entitlement for each Qualifying Shareholder to apply to subscribe for Open Offer Shares in addition to their Open Offer Entitlement pursuant to the Excess Application Facility which is conditional on them taking up their Open Offer Entitlement in full and which may be subject to scaling back in accordance with the provisions of the Circular;

"Existing Ordinary Shares" the {119,019,379} Ordinary Shares in issue at the date of this document, all of which are admitted to trading on AIM and the AQSE Growth Market;

"FCA" means the Financial Conduct Authority;

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

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

"Fundraising" means the Placing, and the Open Offer;

"Fundraising Resolution" means the resolution numbered 1, set out in the notice of the GM set out in the Circular (subject to any amendments which may be agreed between the Company and the Joint Bookrunners);

"General Meeting" or "GM" means the extraordinary general meeting of the Company to be convened by the notice of meeting of which will be set out at the end of the Circular;

"Group" means the Company and its subsidiary undertakings;

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

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

"JerseyCompanies Act" means The Companies (Jersey) Law 1991;

"Joint Bookrunners" means the joint bookrunners, being:

(a)  VSA Capital Limited a company incorporated in England and Wales with registered number 02405923 whose registered office is at Park House, 16-18 Finsbury Circus, London, United Kingdom, EC2M 7EB; and

(b)  Canaccord Genuity Limited a company incorporated and registered in England and Wales with registered number 01774003 whose registered office is at 88 Wood Street, London, EC2V 7QR,

each of the Joint Bookrunners is a Bookrunner;

"London Stock Exchange" means London Stock Exchange plc;

"Long Stop Date" means 30 April 2023;

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

"MWh"  means megawatt hour;

"New Ordinary Shares"  has the meaning given in this Announcement;

"Nominated Adviser" means Canaccord Genuity;

"Open Offer" means the conditional invitation proposed to be made by the Company to Qualifying Shareholders to subscribe for the Open Offer Shares;

"Open Offer Entitlements" means the entitlements of Qualifying Shareholders pursuant to the Open Offer to subscribe for the number of Open Offer Shares that reflects the agreed ratio to the number of Ordinary Shares held by that Qualifying Shareholder on the Record Date, further details of which are stated in the Announcement and the Circular (with aggregate entitlements being rounded down to the nearest whole number), on and subject to the terms of the Open Offer;

"Open Offer Shares" means up to 12,500,000 new Ordinary Shares to be issued by the Company pursuant to the Open Offer;

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

"Overseas Shareholders" means Shareholders with a registered address outside the United Kingdom;

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

"Placing Agreement " means the placing agreement entered into between Canaccord Genuity, VSA Capital, and the Company on 22 February 2023;

"Placing Documents" means together the Announcement (including this appendix), the Circular, the Presentation, the Contract Notes and the Placing Agreement;

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

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

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

"Qualifying Shareholders" holders of Existing Ordinary Shares on the register of members of the Company at the Record Date but excluding any Overseas Shareholder who has a registered address in any Restricted Jurisdiction;

"Qualifying CREST Shareholders" means the Qualifying Shareholders holding Existing Ordinary Shares in uncertificated form;

"Qualifying Non-CREST Shareholders" means the Qualifying Shareholders holding Existing Ordinary Shares in certificated form;

"Registrars" means the Company's registrars being Computershare Investor Services (Jersey) Limited of 13 Castle Street, St. Helier, Jersey, JE1 1ES;

"Record Date" means the date yet to be determined on which the Ordinary Shares are marked as being ex-entitlement with respect to the Open Offer;

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

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

"Resolutions" means the resolutions numbered 1 and 2, set out in the notice of the GM set out in the Circular (subject to any amendments which may be agreed between the Company and the Joint Bookrunners);

"Restricted Jurisdiction" means Australia, Canada, Japan, the Republic of South Africa, the United States and any other jurisdiction where it would be restricted or prohibited to offer the New Ordinary Shares;

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

"Subscription" means the possible subscription for further Ordinary Shares at the Issue Price to raise a further £2.5 million;

"Subscription Resolution" means the resolution numbered 2, set out in the notice of the GM set out in the Circular (subject to any amendments which may be agreed between the Company and the Joint Bookrunners);

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

"Subsequent Placing" means any placing with institutional and other investors of the Subsequent Placing Shares by the Joint Bookrunners conditional on, amongst other things, the passing of the Fundraising Resolution by the requisite majority and Admission occurring;

"Subsequent Placing Shares" means any Open Offer Shares not taken up by qualifying shareholders in the Open offer;

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

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

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

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

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

"Warranties" means the warranties contained in the Placing Agreement.

Notes to Editors

Invinity Energy Systems plc (AIM: IES) (AQSE: IES) (OTCQX: IESVF) manufactures vanadium flow batteries for large-scale, high-throughput energy storage requirements of business, industry and electrical networks.

Invinity's factory-built flow batteries run continually with no degradation for over 25 years, making them suitable for the most demanding applications in renewable energy production. Energy storage systems based on Invinity's batteries are safe, reliable, and economical, and range in size from less than 250 kilowatt-hours to tens of megawatt-hours.

Invinity was created in April 2020 through the merger of two flow battery industry leaders: redT energy plc and Avalon Battery Corporation. With over 65 MWh of systems already deployed or contracted for delivery across over 70 sites in 15 countries, Invinity is active in all major global energy storage markets and has operations in the UK, Canada, USA, China and Australia. Invinity Energy Systems plc is listed in the UK on AIM and AQSE and trades in the USA on OTCQX.

To find out more, visit invinity.com or call Investor Relations on [phone].

 

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