Announcement PDF RNS Number : 4993T Harena Resources PLC 31 July 2025 THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN (TOGETHER THIS "ANNOUNCEMENT"), IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN APPENDIX I WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING. THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (EU) 596 / 2014 WHICH FORMS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION, AS PERMITTED BY UK MAR. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. 31 July 2025 Harena Resources Plc ("Harena" or the "Company") Proposed fundraising to raise up to £1.2 million Proposed Board changes and Appointment of Allenby Capital as Joint Broker and Financial Adviser Harena Resources Plc (LSE: HREE), the rare earths company focused on the Ampasindava ionic clay rare earth project in Madagascar (the "Ampasindava Project"), today announces its intention to conduct a fundraising to raise gross proceeds of up to £1.2 million through a placing (the "Placing") of up to 80,000,000 new ordinary shares ("PlacingShares") of 0.5 pence each in the share capital of the Company ("Ordinary Shares") to new and existing institutional and professional investors ("Placees") at an issue price of 1.5 pence per new Ordinary Share (the "Issue Price"). The Placing is being made available to certain institutional and professional investors but is not available to the public and will be conducted by way of an accelerated bookbuild ("Bookbuild") which will open immediately following release of this Announcement in accordance with the terms and conditions set out in Appendix I. In addition, the board of directors of Harena (the "Board" or the "Directors") are pleased to announce the proposed appointment of Ivan Murphy and Paul Richards as Non-Executive Chairman and Non-Executive Director respectively, effective following the announcement of the results of the Bookbuild, withCameron Pearce and Sam Quinn stepping down from the Board as Non-Executive Directors. The Board is also pleased to announce the appointment of Allenby Capital Limited ("Allenby Capital") as the Company's joint broker and financial adviser with effect from today and who will be sole bookrunner (the "Bookrunner") in respect of the Placing. Summary · Harena is conducting a Placing to raise up to £1.2 million (before expenses) through the proposed issue of up to 80,000,000 new Ordinary Shares at 1.5 pence per Placing Share. · The Placing will enable the Company to advance the Ampasindava Project towards production by progressing a number of near-term and material milestones, as well as provide additional general working capital. · The proposed appointment of Ivan Murphy as Non-Executive Chairman and Paul Richards as a Non-Executive Director will strengthen the Board as both possess extensive knowledge of the Ampasindava Project, having both been directors of the previous owner of the Ampasindava Project. · It is proposed thatCameron Pearce and Sam Quinn will step down from the Board as Non-Executive Directors, effective following the announcement of the results of the Bookbuild. · Appointment of Allenby Capital as the Company'sjoint broker and financial adviser with immediate effect. · The final number and allocation of the Placing Shares will be determined by the Bookrunner in consultation with the Company and the result of the Placing will be announced as soon as practical after the release of this Announcement. The Placing will be implemented using the Company's existing authorities to issue and allot equity securities on a non-preemptive basis, granted at the general meeting of the Company on 20 March 2025. Details of the Placing and proposed Board changes are set out further below. The terms and conditions of the Bookbuild are set out in Appendix I at the end of this Announcement. For further information please contact: Harena Resources Plc Allan Mulligan, Executive Technical Director Allenby Capital Limited - Financial Adviser & Joint Broker Jeremy Porter / Vivek Bhardwaj (Corporate Finance) Amrit Nahal / Kelly Gardiner (Sales & Corporate Broking) +44 (0)20 7770 6424 LEI: 213800TNHZOA4JIZK687 +44 (0)20 3328 5656 info@allenbycapital.com Tavira Financial Limited - Joint Broker Jonathan Evans / Oliver Stansfield Celicourt Communications - Public Relations Mark Antelme / Charles Denley-Myerson +44 (0)20 7330 1833 44 (0)20 7770 6424 celicourt@celicourt.uk Notes to editors Harena (www.harenaresources.com.au) is a rare earths exploration and development company focused on the Ampasindava Ionic Clay Rare Earth Project in Madagascar (Harena's interest is 75%). The project hosts one of the largest ionic clay rare earth deposits outside of China, with significant concentrations of high-value magnet metals. Harena is committed to lowimpact, high recovery mining, providing a sustainable supply of critical minerals for the global energy transition and military defence industries. Forward-Looking Statements This announcement contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially from those expressed or implied in such statements. This Announcement should be read in its entirety. Attention is drawn to the section of this Announcement headed 'Important Notices' and the terms and conditions of the Placing (representing important information for invited Placees only) in Appendix I to this Announcement. This Announcement is made in accordance with the Company's obligations under Article 17 of UK MAR and the person responsible for arranging for the release of this Announcement on behalf of Harena isAllan Mulligan, Executive Technical Director. Details of the Placing and proposed Board changes Use of Placing proceeds The net proceeds of the Placing, which are expected to amount to approximately £1.05 million (assuming a Placing of 80,000,000 new Ordinary Shares at the Issue Price and expenses of approximately £0.15 million), will enable the Company to advance the Ampasindava Project towards production by progressing a number of near-term and material milestones, as well as provide additional general working capital. This includes the completion of a feasibility study, environmental studies, conversion of the mining licence, early site works and the construction of an onsite laboratory. Details of the Placing It is expected that the Placing will result in the issue of up to 80,000,000 new Ordinary Shares at the Issue Price, to raise up to £1.2 million before expenses for the Company. The Placing will represent up to 16.20 per cent. of the enlarged issued share capital of the Company after the Placing. The Issue Price represents a premium of approximately 11.1 per cent. to the closing middle market price of 1.35 pence per Ordinary Share on 31 July 2025, being the latest closing price prior to this Announcement. Pursuant to a placing agreement dated 31 July 2025 between Allenby Capital and the Company (the "Placing Agreement"), Allenby Capital has conditionally agreed, as agent on behalf of the Company, to use their reasonable endeavours to procure subscribers for the Placing Shares. The Company also intends to issue warrants to subscribe for up to 40,000,000 new Ordinary Shares ("Fee Warrants") to Ivan Murphy and Paul Richards for their services in respect of the Placing. The Fee Warrants are exercisable at a price of 3 pence per Fee Warrant for a period of five years from the date of Admission (as defined below). In addition, the Company also intends to intend to issue warrants to subscribe for up to 40,000,000 new Ordinary Shares ("Performance Warrants") to Ivan Murphy and Paul Richards for their services to the Company. While Ivan and Paul will be non-executive directors, their extensive knowledge of the project and Madagascar and their relationships are expected to be instrumental in progressing the Ampasindava Project. The Performance Warrants are exercisable at a price of 5 pence per warrant for a period of five years from the date of Admission (as defined below) and will only vest in the event that the Company's Ampasindava Project licence has converted into a mining licence. The exercise of the Fee Warrants and the Performance Warrants will be conditional on the Company obtaining additional share authorities. The Fee Warrants and Performance Warrants will not be admitted to trading on the London Stock Exchange Plc (the "London Stock Exchange") or any other stock exchange. The issue and exercise of the Fee Warrants and the Performance Warrants will be conditional on the Company obtaining the requisite authorities to issue new Ordinary Shares beyond the Placing Shares, including the passing of resolutions at the Company's next general meeting of shareholders. The Placing is subject to the terms and conditions set out in Appendix I to this Announcement. The Bookrunner will commence the Bookbuild in respect of the Placing immediately following the release of this Announcement. The exact number of Placing Shares will be determined at the close of the Bookbuild and will be announced as soon as practicable thereafter. The timing of the closing of the Bookbuild, the number of new Ordinary Shares to be issued pursuant to the Placing and allocations among subscribers are at the absolute discretion of the Bookrunner, in consultation with the Company. A further announcement confirming the final details of the Placing will be made following the closing of the Bookbuild. The Bookrunner reserves the right to close the Bookbuild without further notice. The Placing is being undertaken on a reasonable endeavours basis and is not being underwritten. Furthermore, the proposed issue of the new Ordinary Shares pursuant to the Placing will take place on a non-pre-emptive basis. The new Ordinary Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other and with the existing Ordinary Shares including, without limitation, the right to receive all dividends and other distributions declared, made or paid on or after the date of issue. The Placing is conditional upon, amongst other things, the Placing Agreement not having been terminated in accordance with its terms and Admission (as described below) becoming effective. The Placing will be implemented using Company's existing shareholder authorities. Proposed Board Changes It is proposed that Ivan Murphy and Paul Richards will join the Board as Non-Executive Chairman and Non-Executive Director respectively, effective following completion of the Placing. Contemporaneously with their appointments becoming effective, it is also proposed that Cameron Pearce and Sam Quinn will step down from the Board as Non-Executive Directors. Ivan James Bowen Murphy ("Ivan Murphy") Ivan has over 25 years' experience in sourcing, structuring, and raising public and private equity for various companies in the natural resources sector. Ivan has held a number of key roles including acting as Director at GazpromBank Invest MENA, Partner at Fairfax Investment Bank, Managing Director of Aberdeen Asset Management (Ireland) Limited, and Executive Chairman of Tantalus Rare Earths AG. the previous owner of the Ampasindava Project. When previously involved in the Ampasindava Project he brought the opportunity to potential development partners in the US and Europe. Ivan was also a founder director of Cove Energy PLC (acquired for $1.5 billion) and secured $20 million in private equity for Aladdin Middle East, a Turkish oil E&P company. Andrew Paul Richards ("Paul Richards") Paul is a qualified Solicitor and experienced investment banker with over 35 years of experience, having worked on many IPOs and private fundraisings across various sectors including natural resources. He was an Executive Director of Tantalus Rare Earths AG, the previous owner of the Ampasindava Project and has a detailed knowledge of the project, has visited the site of the project and knows the regulatory regime under which the Company operates. He is currently Executive Chairman of TES Holdings Limited (a waste oil and water treatment business in Colombia). Admission Applications will be made (i) to the UK's Financial Conduct Authority (the "FCA") for the admission of the Placing Shares to trading on the equity shares (transition) category of the Official List of the FCA and (ii) to trading on the London Stock Exchange for the admission of the Placing Shares to trading on its main market for listed securities (together, "Admission"). Admission is expected to take place on or around 8.00 a.m. on 6 August 2025 or such later time and/or date as the Bookrunner and the Company may agree (being in any event no later than 8.00 a.m. on 20 August 2025). IMPORTANT NOTICES Notice to Distributors This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale into 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, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. UK Product Governance Requirements Solely for the purposes of the product governance requirements contained within chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements") and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all permitted distribution channels (the "UK Target Market Assessment"). Notwithstanding the UK 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 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, the Bookrunner 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 chapters 9A or 10A respectively of the COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels. EU Product Governance Requirements Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended and as this is applied in the United Kingdom ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II and Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended; 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 Ordinary Shares have been subject to a product approval process, which has determined that such securities are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection 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 "Target Market Assessment"). The Ordinary Shares are not appropriate for a target market of investors whose objectives include no capital loss. Notwithstanding the 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 projection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Allenby Capital will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of 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 Ordinary Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the shares and determining appropriate distribution channels. Forward Looking Statements This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forwardlooking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "anticipates", "targets", "aims", "continues", "expects", "intends", "hopes", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not facts. They appear in a number of places throughout this Announcement and include statements regarding the Directors' beliefs or current expectations. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Investors should not place undue reliance on forwardlooking statements, which speak only as of the date of this Announcement. Notice to overseas persons This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain any invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company. This Announcement is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any jurisdiction into which the publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in Australia, Canada, Japan, the Republic of South Africa or any jurisdiction in which such offer or solicitation would be unlawful or require preparation of any prospectus or other offer documentation or would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. Persons into whose possession this Announcement comes are required by the Company to inform themselves about, and to observe, such restrictions. Timetable The times and dates set out throughout this Announcement may be adjusted by the Company in which event the Company will make an appropriate announcement to a Regulatory Information Service giving details of any revised times and dates which will also be notified to the London Stock Exchange and, where appropriate, shareholders of the Company. Shareholders of the Company may not receive any further written communication. References to times in this Announcement are to the time in London, UK unless otherwise stated. General Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) or any previousAnnouncementmade by the Company is incorporated into, or forms part of, this announcement. This Announcement has been issued by, and is the sole responsibility of, the Company. Allenby Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker to the Company in connection with the Placing. Allenby Capital will not be responsible to any person other than the Company for providing the protections afforded to clients of Allenby Capital or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Allenby Capital has not authorised the contents of, or any part of, this announcement, no representation or warranty, express or implied, is made by Allenby Capital in respect of such contents, and no liability whatsoever is accepted by Allenby Capital for the accuracy of any information or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Allenby Capital for its own fraud. Tavira, which is authorised and regulated by the FCA in the United Kingdom, is acting as Joint Broker to the Company in connection with the Placing. Tavira will not be responsible to any person other than the Company for providing the protections afforded to clients of Tavira or for providing advice to any other person in connection with the Placing or any acquisition of shares in the Company. Tavira is not making any representation or warranty, express or implied, as to the contents of this Announcement. Tavira has not authorised the contents of, or any part of, this Announcement, and no liability whatsoever is accepted by Tavira for the accuracy of any information, or opinions contained in this Announcement or for the omission of any material information, save that nothing shall limit the liability of Tavira for its own fraud. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that the 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. This Announcement does not constitute a recommendation concerning any investor's investment decision with respect to the Placing. Each investor or prospective investor should conduct his, her or its own investigation, analysis and evaluation of the business and data described in this Announcement and publicly available information. Appendix I to this Announcement sets out the terms and conditions of the Placing. By participating in the Bookbuild, each person who is invited to and who chooses to participate in the Placing by making or accepting an oral and/or written legally binding offer to subscribe for Placing Shares will be deemed to have read and understood this Announcement (including Appendix I) in its entirety, to be making or accepting such offer on the terms and subject to the conditions of the Placing set out in this Announcement and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in Appendix I. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. APPENDIX I TERMS AND CONDITIONS OF THE PLACING AND BOOKBUILD IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT IN THIS ANNOUNCEMENT (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (1) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION; (2) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK PROSPECTUS REGULATION"), AND WHO: (A) FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") (INVESTMENT PROFESSIONALS) OR (B) FALL WITHIN ARTICLE 49(2)(a) TO (d) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (3) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). NEITHER THIS ANNOUNCEMENT NOR THE INFORMATION IN IT SHOULD BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR THE SALE OR SUBSCRIPTION OR A SOLICITATION OF AN OFFER TO BUY OR ACQUIRE OF ANY SECURITIES IN THE COMPANY IN THE UNITED STATES OR ELSEWHERE. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED, IN OR INTO THE UNITED STATES EXCEPT PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT. THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE OF THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS) IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL (THE "RESTRICTED JURISDICTIONS"). NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE WHERE SUCH OFFERING WOULD BE UNLAWFUL. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO ANY LEGAL, TAX, FINANCIAL, BUSINESS AND RELATED ASPECTS OF A PURCHASE OF PLACING SHARES. All offers of the Placing Shares in the United Kingdom, or the EEA will be made pursuant to an exemption from the requirement to produce a prospectus under the UK Prospectus Regulation or Regulation (EU) 2017/1129, as amended (the "EU Prospectus Regulation"), as appropriate. In the United Kingdom, this Announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000, as amended ("FSMA") does not require the approval of the relevant communication by an authorised person. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable b