Proposed Placing and Acquisitions

RNS Number : 7859L

Jubilee Metals Group PLC

15 September 2021

 

Registration number (4459850)

Altx share code: JBL

AIM share code: JLP

ISIN: GB0031852162

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Jubilee Metals Group PLC

("Jubilee" or "the Company" or "the Group")

Agreements to acquire ownership in Zambia Copper and Cobalt Tailings Projects

and  

Proposed Placing

Jubilee, a leader in metals processing with operations in Africa (AIM: JLP/Altx: JBL), is pleased to announce significant further progress at its Copper and Cobalt tailings projects in Zambia with the successful execution of three strategic transactions (the "Transactions") which significantly increases Jubilee's beneficial interest across the Company's copper and cobalt tailings projects in Zambia.  The Transactions include Project Elephant (Kitwe Tailings Project), Project Roan (Ndola Tailings Project) and the Mufulira Project (collectively, the "Projects"). Completion of the Transactions is subject to fulfilment of certain conditions precedent that are normal for transactions of this nature including regulatory approvals and consent.

At completion of the Transactions, Jubilee will hold a 100% interest across its integrated Southern Refining strategy which includes the Sable copper and cobalt refinery (14 000 tonnes per annum copper capacity) together with Project Roan (10 000 tonnes per annum copper concentrator).  In addition, Jubilee increases its beneficial interest across its Northern Refining Strategy, with Project Elephant's TD52 portion to 80.75% (highest copper and cobalt concentration of all tailings within Project elephant) which is specifically targeted by the accelerated development of Jubilee's cobalt extraction process, Jubilee's beneficial interest at the Mufulira Project increasing to 97%.

Combined, the Transactions have an aggregate value of c. US$ 24.77 million (c. £ 17.83 million) and offers Jubilee the flexibility to better schedule the development of the various tailings projects.  As such Jubilee will increase its investment into the Southern Refining Strategy by expanding Sable Refinery to increase the copper sulphide recovery circuit as well as expanding the cobalt recovery circuit. 

Accordingly, the Company is seeking to raise gross proceeds of c. £ 30 million (c. US$ 41.8 million) by way of a conditional placing of new ordinary shares at a price of 16.03 pence per share, which will be applied to satisfy the consideration in respect of the Transactions and towards the expansion of Sable Refinery while accelerating the capitalisation and progress of Project Lechwe and Project Elephant.

Highlights

· Jubilee has successfully executed agreements for the Transactions with its partners on the respective projects to further increase its beneficial interest in these copper and cobalt tailings assets in Zambia

· Jubilee's beneficial interest in Project Roan has been increased to 100% (previously 80%), three months prior to the expected commissioning of the targeted 10 000 tonnes per annum copper project during November 2021. This increases Jubilee's interest across the integrated Southern Refining Project to 100%

· Jubilee's beneficial interest in the copper and cobalt rich TD52 as part of the larger 114 million tonnes Project Elephant, is increased to 80.75% (previously 57.75%)

o  Follows very encouraging cobalt recovery results from Jubilee's development centre

o  Includes the final payment under the existing joint venture agreement, solidifying Jubilee's controlling interest

· Jubilee's beneficial interest in the Mufulira Tailings Project is increased to 97%.  The Mufulira Project, which is expected to hold similar characteristics to Project Elephant, is strategically located near the processing facilities targeted for Project Elephant

· As a result of the Transactions, Jubilee now has greater control over the development of its tailings projects in Zambia and therefore the sequence and rate of development of both its Northern and Southern refinery strategies

· Placing proceeds in part allocated to the expansion of Sable Refinery to increase the copper sulphide recovery circuit previously limited under the Project Roan joint venture agreement as well as expanding the cobalt recovery circuit as part of the process development and testing for the cobalt solution at Project Elephant, while continuing to accelerate the capitalisation and progress of Project Lechwe and Project Elephant

Leon Coetzer, CEO of Jubilee, commented:

"I am delighted to have secured these Transactions which each individually are strongly value accretive and add tremendous value to Jubilee's expanding copper and cobalt portfolio in Zambia.

"Our Southern Refining Strategy is now fully owned by Jubilee capturing 100% of the earnings potential and allowing us the complete flexibility to better integrate Project Roan with the refining capability at Sable Refinery.  We are now able to increase the copper sulphide section of our refinery to fully absorb this portion of Project Roan's production that previously was allocated to be sold as a high grade concentrate under the terms of the joint venture while only the copper oxide was targeted to be fully refined to copper cathode. In short succession of our recent addition of a refining presence in the North, we will also expand our cobalt refining capability as part of the development of the cobalt solution for Project Elephant offering significant potential for our Northern Refining project.

"In addition, the Transactions enable Jubilee to secure a stronger ownership position and flexibility to better sequence the integrated Northern Refining projects in order to unlock value in an efficient and value accretive manner.

"The transaction at Project Elephant targets the richest tailings dam, TD52 at Elephant, where Jubilee's process development centre has confirmed very promising results from the cobalt recovery with potential to significantly increase the overall project economics. The third transaction increases Jubilee's beneficial interest to 97% at the Mufulira Project.

"The funds raised in the conditional Placing will also support Jubilee's continued capital investment, including the completion of Project Roan, while at the same time accelerating the capitalisation of Project Lechwe and Project Elephant ."

Rationale and further details of the Transactions  

As previously announced, during 2020 Jubilee entered into various joint venture agreements to secure rights to process over 300 million tonnes of copper and cobalt containing tailings in Zambia. The copper and cobalt tailings are located in three central locations in Zambia.  With the addition of the refinery at Mopani, announced on 24 August 2021, the Group's project naming convention was updated as follows: 

-  Southern Refinery Strategy (14 000 tonnes per annum capacity) which incorporates the Sable Refinery together with Project Roan located in the Ndola area; and 

-  Northern Refinery Strategy (17 000 tonnes per annum capacity) which incorporates the newly targeted refinery at Mopani, called Leopard together with the copper tailings project in the Luanshya area, called Project Lechwe (previously Elephant 1), as well as the copper and cobalt tailings in the Kitwe area called Project Elephant (previously called Elephant 2). Jubilee has secured additional copper and cobalt tailings at Mufulira which is currently being sampled to confirm the quantity and quality and will form part of the Project Elephant resource.

The Transactions successfully entered into by Jubilee's 100% subsidiary Braemore Platinum Limited ("Braemore") increase Jubilee's beneficial interests in the Southern Refinery Strategy to 100% and consolidate the Group's controlling position in the Northern Refinery Strategy.  In addition to an increased interest in the earnings of these projects, Jubilee will have full operational control over both its Northern and Southern Refinery Strategies and will be able to set the sequence and rate of development of the various projects and refineries now under its control.

Project Roan (Southern Refinery Strategy) is rapidly nearing completion targeting to commence commissioning activities from November this year. The transaction relating to Project Roan will increase Jubilee's beneficial interest from 80% to 100%. The Project Roan transaction further includes additional rights to an estimated further 6.6 million tonnes of copper tailings near the processing facility (the "Tailings") while holding the option to convert the lease agreement of the property where the processing facility is located to direct ownership of the property (the "Property"). The Project Roan transaction is valued up to US$ 15.5 million (£ 11.2 million). As previously announced, Project Roan's processing facility is well under way which targets a ramp-up over three phases to reach full production to a rate of approximately 10 000 tonnes of equivalent copper units per annum with commissioning activities scheduled to commence in November 2021, targeting full production by end of Q1 2022. Roan commenced with the delivery of early concentrate as part of its phase 1 commissioning to the Sable Refinery in April of this year.

At Project Elephant (Northern Refinery Strategy), which is located in the Kitwe area and targets the production of 10 200 copper units per annum, Jubilee's subsidiary Braemore will acquire a further 23% beneficial interest in the TD52 tailings dam portion of the overall project, increasing Jubilee's interest to 80.75% as well as the early settlement of all remaining payments as part of the original joint venture agreement for Project Elephant for a consideration value of US$ 8.25 million (£ 5.9 million) which includes a US$ 1.3 million (£ 0.94 million) interest bearing project loan ceded to Braemore. TD52 holds the highest contained copper and cobalt within the larger Project Elephant's 114 million tonnes tailings resource at 0.7% Copper and 0.08% Cobalt. Jubilee's process development centre has confirmed very promising results from the cobalt recovery strategy which holds the potential to significantly increase the overall project economics. 

As a result of the third transaction, Braemore's interest in the Mufulira Project will increase to 97% beneficial interest in the project for a consideration of US$ 1.02 million (£ 0.74 million) . The Mufulira Project material which is expected to hold similar characteristics to Project Elephant, is conveniently located near the processing facilities targeted for Project Elephant.

Placing Details

The Placing is being conducted, subject to the satisfaction of certain conditions set out in the Appendix to this Announcement, through an accelerated book-build process (the "Bookbuild" or the "ABB"), which will be launched immediately following this Announcement. The number of Placing Shares to be issued in connection with the Placing will be determined by the Broker, in consultation with the Company, at the close of the ABB process, and the results of the Placing will be announced as soon as practicable thereafter.

The Placing is not being underwritten and the Placing Shares are not being made available to the public. 

The Company is carrying out the Placing to raise c.   30 million, before expenses, by way of a conditional placing of new ordinary shares at an issue price of 16.03 pence per share.

The Placing Shares, assuming full take-up, will represent approximately 7.7 % of the Enlarged Issued Share Capital.

WH Ireland Limited is acting as sole broker and placing agent to the Company and has agreed to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price with new and existing investors. The Appendix to this Announcement (which forms part of this Announcement) contains the detailed terms and conditions of the Placing.

In connection with the Placing, the Company has entered into the Placing Agreement with the Broker which contains certain customary warranties given by the Company with respect to the Company's business and customary indemnities given by the Company in respect of liabilities arising out of or in connection with the Placing.

The Placing is conditional, amongst other things, on:

· Admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 21 September 2021 (or such later time and/ or date as the Company and the Broker shall agree, not being later than 15 October 2021);

· the delivery by the Company to the Broker of certain documents required under the Placing Agreement;

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

· the Placing Agreement not having been terminated by the Broker in accordance with its terms.

The timing for the close of the Bookbuild and allocation of the Placing Shares shall be at the discretion of the Broker, in consultation with the Company. The final number of Placing Shares will be agreed by the Broker and the Company at the close of the Bookbuild and the result will be announced as soon as practicable thereafter.

Application will be made to London Stock Exchange plc for the Placing Shares to be admitted to trading on AIM. Subject to the satisfaction of the conditions referred to above, it is expected that Admission will be effective, and dealings in the Placing Shares will commence, at 8.00 a.m. on 21 September 2021.

The Placing Shares will, when issued, rank pari passu in all respects with each other and with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of the ordinary shares after the date of issue of the Placing Shares.

Use of Proceeds

The Company intends that the net proceeds of the Placing will be used to satisfy the consideration in respect of the Acquisitions and towards the completion of Project Roan while accelerating the capitalisation and progress of Project Lechwe and Project Elephant.

United Kingdom

15 September 2021

**ENDS**

For further information visit www.jubileemetalsgroup.com   or contact:

Jubilee Metals Group PLC

Colin Bird/Leon Coetzer
Tel [phone] / Tel [phone]

Nominated Adviser - SPARK Advisory Partners Limited
Andrew Emmott/James Keeshan
Tel: [phone]

Joint Broker - WHIreland

Harry Ansell/Dan Bristowe /Katy Mitchell 

Tel: [phone]

Broker - Shard Capital Partners LLP
Damon Heath/Erik Woolgar
Tel [phone]

JSE Sponsor - Sasfin Capital (a member of the Sasfin group)

Sharon Owens
Tel [phone]

PR & IR Adviser - Tavistock

Jos Simson/ Gareth Tredway/Charles Vivian

Tel: [phone]

PR & IR Adviser - St Brides Partners

Notes to Editors:

Jubilee Metals Group is a diversified metal recovery business with a world-class portfolio of projects in South Africa and Zambia. We create value for all stakeholders through the transformation of mining liabilities into profitable assets in a manner that addresses mining's historical footprint and improves the quality of life for surrounding communities. Our distinguishing value proposition is our net positive impact on all stakeholders and the environment.

Our business model focuses on the retreatment and metals recovery from mine tailings, waste, slag, slurry and other secondary materials generated from mining operations. In effect, while extracting maximum financial returns, we responsibly rehabilitate environments scarred by the surface footprint of historical mining operations and solving air and water pollution issues associated with those installations.

The Company's expanding multi-project portfolio provides exposure to a broad commodity basket including Platinum Group Metals ('PGMs'), chrome, lead, zinc, vanadium, copper and cobalt.

Jubilee is listed on the London Stock Exchange's AIM (ticker: JLP) and the Johannesburg Stock Exchange (ticker: JB).

APPENDIX

TERMS AND CONDITIONS OF 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 THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE BROKER, ("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/ OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (AS IT FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018); AND (II) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; (III) OR ARTICLE 50 ("CERTIFIED SOPHISTICATED INVESTORS"); OR (IV) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX, AND THE TERMS AND CONDITIONS SET OUT HEREIN, IS A FINANCIAL PROMOTION AND IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS.  ACCORDINGLY, THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

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. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES 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"), AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM, OR AS PART OF A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES HAS APPROVED OR DISAPPROVED OF AN INVESTMENT IN THE SECURITIES OR PASSED UPON OR ENDORSED THE MERITS OF THE PLACING OR THE ACCURACY OR ADEQUACY OF THE CONTENTS OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN 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 THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS 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 A DISPOSAL OF THEIR 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, the Republic of Ireland 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 Ireland, the Republic of South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing  Shares  are:  (i)  compatible  with  an  end  target  market  of  investors  who  meet  the  criteria  of  professional  clients  and eligible  counterparties,  each  defined  in  the  FCA  Handbook  Conduct  of  Business  Sourcebook  ("COBS");  and  (ii)  eligible  for distribution  through  all  distribution  channels  as  are  permitted  by  the  UK  Product  Governance  Rules  (the  "UK  Target  Market Assessment").

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" and/or "distributor" (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 the Placing Shares are: (i) compatible with an end target market of: (a) investors who meet the criteria of professional clients and (b) eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). 

Notwithstanding  the  UK  Target  Market  Assessment  and  the  EU  Target  Market  Assessment,  distributors  should  note  that:  the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary 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. 

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, Peel Hunt and Shore Capital will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable. 

For the  avoidance  of  doubt,  each  of  the  UK  Target  Market  Assessment  and  the  EU  Target  Market  Assessment  does  not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS of MiFID II, as applicable; 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 Ordinary Shares.

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

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Appendix or the 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 the Broker 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 the Broker confirms to such Placee its allocation of Placing Shares.

Upon being notified of its allocation of Placing Shares, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing 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.

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

Details of the Placing Agreement and the Placing Shares

The Broker and the Company have entered into a Placing Agreement, under which the Broker has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for Placing Shares to raise, c. £ 30 million in gross proceeds at a price of 16.03 pence per share (the "Placing Price"). The Placing is not being underwritten by the Broker or any other person.

The number of Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The timing of the closing of the Bookbuild, the number of Placing Shares and allocations are at the discretion of the Broker and a further announcement confirming these details will be made in due course.

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

Subject to Admission, the Placing Shares will trade on AIM under "JLP" with ISIN GB0031852162.

Application for admission to trading

Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on AIM. Subject to the Resolutions being passed at the General Meeting, it is expected that settlement of any such shares and Admission will become effective on or around 21 September 2021 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The Broker will today commence an accelerated bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

The Broker and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as it may, in its sole discretion, determine.

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

1.  The Broker is arranging the Placing as agent for, and broker of, the Company.

2.  Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by the Broker.

3.  The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price, which will be determined by the Broker, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced on a Regulatory Information Service following the completion of the Bookbuild.

4.  To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at the Broker. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the Broker on the basis referred to in paragraph 8 below.

5.  The timing of the closing of the Bookbuild will be at the discretion of the Broker. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6.  Each Placee's allocation will be confirmed to Placees orally, or by email, by the Broker following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the Broker will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Broker and the Company, under which it agrees to acquire by subscription the number of Placing Shares allocated to it at the Placing Price and otherwise 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 Broker's consent, such commitment will not be capable of variation or revocation.

7.  The Company will make a further announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price.

8.  Subject to paragraphs 4 and 5 above, the Broker may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Broker may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time.

9.  A bid in the Bookbuild will be made on the terms and subject to the conditions in the Announcement (including this Appendix) and will be legally binding on the Placee on behalf of which it is made and except with the Broker's consent will not be capable of variation or revocation from the time at which it is submitted.

10.  Irrespective of the time at which a Placee's allocation pursuant to the Placing is 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".

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

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

13.  To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither the Broker nor any of its affiliates shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. Each Placee acknowledges and agrees that the Company is responsible for the allotment and issue of the Placing Shares to the Placees and the Broker and its affiliates shall have no liability to the Placees for the failure of the Company to fulfil those obligations. In particular, neither the Broker nor any of its affiliates shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Broker's conduct of the Placing.

Conditions of the Placing

The Broker's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, inter alia:

14.  the application for Admission and all other documents required to be submitted with the application being delivered to the London Stock Exchange not later than 5.00 p.m. on 15 September 2021;

15.  the delivery by the Company to the Broker of certain documents required under the Placing Agreement;

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

17.  the issue and allotment of the Placing Shares, conditional only upon Admission;

18.  Admission taking place no later than 8.00 a.m. on 21 September 2021 or such later time as may be agreed between the Company and the Broker, not being later than 15 October 2021; and

19.  the Placing Agreement not having been terminated by the Broker in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Broker by the respective time or date where specified (or such later time or date as the Broker may notify to the Company, being not later than 8.00 a.m. on 15 October 2021 (the "Long Stop Date")); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Broker may, at its discretion and upon such terms as it thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement.

Neither the Broker, 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 to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Broker.

Right to terminate the Placing Agreement

The Broker is entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:

20.  the Company has failed to comply with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including UK MAR and the AIM Rules) in relation to the Placing;

21.  any of the agreements to effect the Transactions is terminated, rescinded, repudiated or otherwise ceases to be in full force and effect or any of the parties to such agreements are in breach of the terms of such agreement;

22.  any of the warranties given in the Placing Agreement when given at the date of the Placing Agreement or as repeated on each day up to and including Admission or becomes untrue or inaccurate or misleading in any material respect;

23.  there occurs or arises prior to Admission any significant change or new material matter which the Broker, in its discretion, determines should be notified to Placees or the Company's shareholders; or

24.  the Broker becomes aware of any change in any national or international political, military, diplomatic, economic, financial or market conditions (including disruption to trading on any relevant stock exchange) or currency exchange rates or exchange controls or any statutory or regulatory matter which, in the opinion of the Broker, would have or be likely to have a material and adverse effect on the Placing or otherwise render the Placing temporarily or permanently impracticable or inadvisable.

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. By participating in the Placing, Placees agree that the exercise by the Broker of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Broker and that the Broker need not make any reference to Placees in this regard and that neither the Broker nor any of its respective affiliates shall have any liability to 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 a prospectus in the United Kingdom or any equivalent document in any other jurisdiction. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the business and financial information that the Company is required to publish in accordance with the AIM Rules (the "Exchange Information"). 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 not relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company or the Broker or any other person and neither the Broker, 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 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 Broker, 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 Broker 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

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the Broker, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in GBP) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the Broker in accordance with the standing CREST settlement instructions which they have in place with the Broker.

Settlement of transactions in the Placing Shares (ISIN: GB0031852162) following Admission will take place within the system administered by Euroclear UK & Ireland Limited ("CREST") provided that, subject to certain exceptions, the Broker reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will take place on 21 September 2021 in accordance with the instructions set out in the contract note.

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 4 percentage points above the prevailing LIBOR rate as determined by W.H. Ireland Limited.

Each Placee is deemed to agree that, if it does not comply with these obligations, the Broker may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the Broker's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the Broker on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Broker lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither the Broker nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Broker (for itself and on behalf of the Company):

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

26.  that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

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

28.  that these terms and conditions represent the whole and only agreement between it, the Broker and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares other than as contained in this Announcement and the Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares. Each Placee agrees that neither the Company, the Broker nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

29.  that in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of the Prospectus Regulation (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018), (i) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Regulation or the UK, respectively, other than Qualified Investors or in circumstances in which the prior consent of the Broker has been given to the offer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Regulation or the Prospectus Regulation (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) (as the case may be) as having been made to such persons;

30.  that neither it nor, as the case may be, its clients expect the Broker to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Broker is not acting for it or its clients, and that the Broker will not be responsible for providing the protections afforded to customers of the Broker or for providing advice in respect of the transactions described herein;

31.  that it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or the Company (if any) that the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in this Announcement and the Exchange Information; nor has it requested any of the Broker, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

32.  that it is: (i) unless otherwise agreed in writing with the Broker, located outside the United States and is not a US person as defined in Regulation S under the Securities Act (" Regulation S ") and is subscribing for and/or purchasing the Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing Placing Shares as a result of any "directed selling efforts" as defined in Regulation S or by means of any form of "general solicitation" or "general advertising" as such terms are defined in Regulation D under the Securities Act;

33.  that the Placing Shares have not been and will not be registered under the Securities Act, or under the securities legislation of, or with any securities regulatory authority of, any state or other jurisdiction of the United States and that, subject to certain exceptions, the Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States;

34.  that neither the Broker or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information;

35.  that, unless specifically agreed with the Broker, it is not and was not acting on a non- discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to subscribe for and/or purchase Placing Shares was given and it is not acquiring Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any Placing Shares into the United States and it will not reoffer, resell, pledge or otherwise transfer the Placing Shares except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and otherwise in accordance with any applicable securities laws of any state or jurisdiction of the United States;

36.  that it is not a national or resident of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and that it will not offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan and each Placee acknowledges that the relevant exemptions are not being obtained from the Securities Commission of any province of Canada, that no document has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission or Japanese Ministry of Finance and that the Placing Shares are not being offered for sale and may not be, directly or indirectly, offered, sold, transferred or delivered in or into Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan;

37.  that it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the Placing Shares and it is not acting on a non-discretionary basis for any such person;

38.  that it has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted, and will not, directly or indirectly, distribute, forward, transfer or otherwise transmit, any presentation or offering materials concerning the Placing or the Placing Shares to any persons within the United States or to any US persons (as that term is defined in Regulation S);

39.  that it is entitled to subscribe for and/or purchase Placing Shares under the laws of all relevant jurisdictions which apply to it and that it has fully observed such laws and obtained all governmental and other consents which may be required thereunder or otherwise and complied with all necessary formalities and that it has not taken any action which will or may result in the Company or the Broker or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance;

40.  that it has obtained all necessary consents and authorities to enable it to give its commitment to subscribe for and/or purchase the Placing Shares and to perform its subscription and/or purchase obligations;

41.  that where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the Placing Shares for each managed account; (b) to make on its behalf the representations, warranties, acknowledgements, undertakings and agreements in this Appendix and the Announcement of which it forms part; and (c), if applicable, to receive on its behalf any investment letter relating to the Placing in the form provided to it by the Broker;

42.  that it is either: (a) a person of a kind described in paragraph 5 of Article 19 (persons having professional experience in matters relating to investments and who are investment professionals) of the Order; or (b) a person of a kind described in paragraph 2 of Article 49(2)(A) to (D) (high net worth companies, unincorporated associations, partnerships or trusts or their respective directors, officers or employees) of the Order; or (c) Article 50 (Certified Sophisticated Investors); or (d) a person to whom it is otherwise lawful for this Announcement to be communicated;

43.  that, unless otherwise agreed by the Broker, it is a Qualified Investor;

44.  that, unless otherwise agreed by the Broker, it is a "professional client" or an "eligible counterparty" within the meaning of Chapter 3 of the FCA's Conduct of Business Sourcebook and it is purchasing Placing Shares for investment only and not with a view to resale or distribution;

45.  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 section 21(1) of FSMA does not require approval of the communication by an authorised person;

46.  that any money held in an account with the Broker (or its nominee) on its behalf and/or any person acting on its behalf will not be treated as client money within the meaning of the rules and regulations of the FCA. Each Placee further acknowledges that the money will not be subject to the protections conferred by the FCA's client money rules. As a consequence, this money will not be segregated from the Broker's (or its nominee's) money in accordance with such client money rules and will be used by the Broker in the course of its own business and each Placee will rank only as a general creditor of the Broker;

47.  that it will (or will procure that its nominee will) if applicable, make notification to the Company of the interest in its ordinary shares in accordance with the Disclosure Guidance and Transparency Rules published by the FCA;

48.  that it is not, and it is not acting on behalf of, a person falling within subsections (6), (7) or (8) of sections 67 or 70 respectively or subsections (2) and (3) of section 93 or subsection (1) of section 96 of the Finance Act 1986;

49.  that it will not deal or cause or permit any other person to deal in all or any of the Placing Shares which it is subscribing for and/or purchasing under the Placing unless and until Admission becomes effective;

50.  that it appoints irrevocably any director of the Broker as its agent for the purpose of executing and delivering to the Company and/or its registrars any document on its behalf necessary to enable it to be registered as the holder of the Placing Shares;

51.  that, as far as it is aware, it is not acting in concert (within the meaning given in The City Code on Takeovers and Mergers) with any other person in relation to the Company;

52.  that the Announcement does not constitute a securities recommendation or financial product advice and that neither the Broker nor the Company has considered its particular objectives, financial situation and needs;

53.  that it has sufficient knowledge, sophistication and experience in financial, business and investment matters as is required to evaluate the merits and risks of subscribing for or purchasing the Placing Shares and is aware that it may be required to bear, and it, and any accounts for which it may be acting, are able to bear, the economic risk of, and is able to sustain, a complete loss in connection with the Placing;

54.  that it will indemnify and hold the Company and the Broker and their respective affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgements, agreements and undertakings in this Appendix and further agrees that the Company and the Broker will rely on the truth and accuracy of the confirmations, warranties, acknowledgements and undertakings herein and, if any of the foregoing is or becomes no longer true or accurate, the Placee shall promptly notify the Broker and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the Broker for itself and on behalf of the Company and will survive completion of the Placing and Admission;

55.  that time shall be of the essence as regards obligations pursuant to this Appendix;

56.  that it is responsible for obtaining any legal, financial, tax and other advice that it deems necessary for the execution, delivery and performance of its obligations in accepting the terms and conditions of the Placing, and that it is not relying on the Company or the Broker to provide any legal, financial, tax or other advice to it;

57.  that all dates and times in this Announcement (including this Appendix) may be subject to amendment and that the Broker shall notify it of such amendments;

58.  that (i) it has complied with its obligations under the Criminal Justice Act 1993, Part VIII of FSMA and UK MAR, (ii) in connection with money laundering and terrorist financing, it has complied with its obligations under the Proceeds of Crime Act 2002 (as amended), the Terrorism Act 2000 (as amended),the Terrorism Act 2006 and the Money Laundering and Terrorist Financing Regulations 2019 and (iii) it is not a person: (a) with whom transactions are prohibited under the Foreign Corrupt Practices Act of 1977 or any economic sanction programmes administered by, or regulations promulgated by, the Office of Foreign Assets Control of the U.S. Department of the Treasury; (b) named on the Consolidated List of Financial Sanctions Targets maintained by HM Treasury of the United Kingdom; or (c) subject to financial sanctions imposed pursuant to a regulation of the European Union or a regulation adopted by the United Nations (together, the " Regulations "); and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations and has obtained all governmental and other consents (if any) which may be required for the purpose of, or as a consequence of, such purchase, and it will provide promptly to the Broker such evidence, if any, as to the identity or location or legal status of any person which the Broker may request from it in connection with the Placing (for the purpose of complying with such Regulations or ascertaining the nationality of any person or the jurisdiction(s) to which any person is subject or otherwise) in the form and manner requested by the Broker on the basis that any failure by it to do so may result in the number of Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the Placing being reduced to such number, or to nil, as the Broker may decide in its absolute discretion;

59.  that it will not make any offer to the public within the meaning of the Prospectus Regulation of those Placing Shares to be subscribed for and/or purchased by it;

60.  that it will not distribute any document relating to the Placing Shares and it will be acquiring the Placing Shares for its own account as principal or for a discretionary account or accounts (as to which it has the authority to make the statements set out herein) for investment purposes only and it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer or grant a participation therein to such person or any third person with respect of any Placing Shares; save that that if it is a private client stockbroker or fund manager it confirms that in purchasing the Placing Shares it is acting under the terms of one or more discretionary mandates granted to it by private clients and it is not acting on an execution only basis or under specific instructions to purchase the Placing Shares for the account of any third party;

61.  that it acknowledges that these terms and conditions and any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the Broker in any jurisdiction in which the relevant Placee is incorporated or in which its assets are located or any of its securities have a quotation on a recognised stock exchange;

62.  that any documents sent to Placees will be sent at the Placees' risk. They may be sent by post to such Placees at an address notified to the Broker;

63.  that the Broker owes no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement;

64.  that the Broker or its respective affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares;

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

66.  that if it has received any confidential price sensitive information concerning the Company in advance of the publication of this Announcement, it has not: (i) dealt in the securities of the Company; (ii) encouraged, required, recommended or induced another person to deal in the securities of the Company; or (iii) disclosed such information to any person, prior to such information being made publicly available.

The Company, the Broker and their respective affiliates will rely upon the truth and accuracy of each of the foregoing representations, warranties, acknowledgements and undertakings which are given to each Broker for itself and on behalf of the Company and are irrevocable.

The provisions of this Appendix may be waived, varied or modified as regards specific Placees or on a general basis by the Broker.

The agreement to settle a Placee's subscription and/or purchase (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the Broker 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 UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and the Broker in the event that any of the Company and/or the Broker have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify the Broker accordingly.

In addition, Placees should note that they will be liable for any 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 subscription or purchase by them of any Placing Shares or the agreement by them to subscribe for or purchase any Placing Shares.

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

Definitions

In this Announcement, the following words and expressions shall (save where the context otherwise requires) have the following meanings:

"Admission"	the admission of the Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules
"AIM"	the market of that name operated by the London Stock Exchange
"AIM Rules"	the AIM Rules for Companies, published by London Stock Exchange from time to time
"Announcement"	this announcement (including the Appendix which forms part of this announcement)
"Bookbuild" or "ABB"	the accelerated book building to be conducted by the Broker pursuant to the Placing Agreement and this Announcement
"Broker"	W.H. Ireland Limited
"EEA"	the European Economic Area
"Enlarged Issued Share Capital"	the Ordinary Shares in issue immediately following Admission, (assuming that no Ordinary Shares are issued between the date of this document and Admission, other than pursuant to the Placing)
"FCA"	the Financial Conduct Authority
"Group"	the Company and its subsidiaries (which include Jubilee Metals Solutions Limited and Braemore Platinum Limited) and subsidiary undertakings
"Group Company"	a member of the Group
"London Stock Exchange"	London Stock Exchange plc
"Mufulira Participation Interest"	an additional earnings share of 12% (resulting in the Group's ownership of 97% beneficial interest in the project for a consideration of US$ 1.02 million (£ 0.74 million), as further described in the Announcement
"Ordinary Shares"	ordinary shares of £0.01 each in the capital of the Company
"Participation Interests"	(a) the Mufulira Participation Interest ; (b) the Project Elephant TD52 Participation Interest ; and (c) the Project Roan Participation Interest
"Placees"	a person who has agreed to subscribe for Placing Shares at the Placing Price
"Placing"	the proposed placing by the Broker, on behalf of the Company, of the New Ordinary Shares on the terms and subject to the conditions set out in this Appendix and the Placing Agreement
"Placing Agreement"	the agreement between the Broker and the Company in respect of the Placing
"Placing Shares"	the Ordinary Shares to be allotted and issued by the Company pursuant to the Placing
"Project Elephant TD52 Participation Interest"	an additional 23% beneficial interest in the TD52 tailings dam portion of the overall project, increasing Jubilee's interest to 80.75% for a consideration value of US$ 8.25 million (£ 5.9 million) which includes a US$ 1.3 million (£ 0.94 million) interest bearing project loan ceded to Braemore as further described in the Announcement
"Project Roan Participation Interest"	an additional 20% beneficial interest in Project Roan valued up to US$ 15.5 million (£ 11.2 million) as further described in the Announcement
"Regulatory Information Service"	one of the regulatory information services authorised by the FCA acting in its capacity as the UK listing authority to receive, process and disseminate regulatory information
"Securities Act"	the United States Securities Act of 1933, as amended
"Transactions"	Three strategic transactions ("the Transactions") to further increase Jubilee's beneficial interests in · Project Elephant (Kitwe Tailings Project), · Project Roan (Ndola Tailings Project) and · Mufulira Tailings Project (collectively, the "Projects")
"UK MAR"	the Market Abuse Regulation (2014/596/EU) (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018)

 

END

 

 

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