Company Announcements

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 ON MARKET ABUSE. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN ARE RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF OFFERS TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL, INCLUDING THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY SUCH OFFER, SOLICITATION OR COMMITMENT WHATSOEVER IN ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN IN THE APPENDIX.

THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY AN AUTHORISED PERSON WITHIN THE MEANING OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED.

Bradda Head Lithium Limited

('Bradda Head' or the 'Company')

Placing of Ordinary Shares with North American Investors

and

Proposed UK Placing

Bradda Head Lithium Ltd (AIM:BHL, OTCQB:BHLIF), the North America-focused lithium development group, announces that it has raised approximately £7.92 million (approximately US$10,000,000 million at an exchange rate of £0.766:US$1.00 (the "Exchange Rate")) before expenses from a placing of 58,662,703 new ordinary shares of no par value each ("Ordinary Shares") at a placing price of 13.5 pence per Ordinary Share (the "Placing Price") with investors in North America (the "North American Placing") arranged on the Company's behalf by Red Cloud Securities Inc. ("Red Cloud"), a mining-focused investment bank based in Canada.

The Company is pleased to also confirm that it is carrying out an additional fundraising to raise up to approximately £1.98 million (approximately US$2.5 million at the Exchange Rate) before expenses by way of a placing of up to 14,665,676 new Ordinary Shares at the Placing Price with investors in the United Kingdom (the "UK Placing"). The UK Placing will be completed via an accelerated bookbuild process ("Bookbuild") which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the Appendix to this Announcement.

Investors participating in the North American Placing and the UK Placing (together the "Placings") will receive one warrant to subscribe for an Ordinary Share at an exercise price of 21 pence for every one Ordinary Share subscribed for in the Placings (the "Placing Warrants").

The net proceeds raised pursuant to the Placings will be used for the exploration and advancement of the Company's lithium projects in Arizona and Nevada in the U.S. as well as for general working capital purposes, as further detailed below.

Further details of each of the Placings and the Placing Warrants are set out below.

Highlights

·      Total amount raised from North American Investors of approximately £7.92 million (approximately US$10 million at the Exchange Rate)

·      Introduction of multiple new North American investors in the Company

·      Additional amount of up to approximately £1.98 million (approximately US$2.5 million at the Exchange Rate) to be raised via a placing in the United Kingdom to be conducted via an accelerated bookbuild process launching today

·      Existing institutional investors and shareholders will have an opportunity to participate in the UK Placing for the exploration and advancement of the Company's lithium projects in Arizona and Nevada in the US

Charles FitzRoy, CEO of Bradda Head Lithium, commented:

"We are delighted to have raised these funds from new North American investors, highlighting the support for Bradda Head's mission of supplying the domestic US battery market. We also very much look forward to welcoming our new US and Canadian investors on-board. Our additional placing in the UK will also give many of our existing investors the opportunity to participate in this new period of fundraising.

"These funds will allow us to drive our exploration programme forward in Arizona and Nevada, progressing our Basin Project towards an early stage technical study and to deliver our strategy of creating low carbon footprint lithium projects in the US for the US market."

Details of the North American Placing

The Company has raised £7.92 million (approximately US$10 million at the Exchange Rate) before expenses from a placing of 58,662,703 new Ordinary Shares ("North American Placing Shares") at the Placing Price with investors in North America. Pursuant to the North American Placing, 58,662,703 Placing Warrants are to be issued to participating investors on the terms set out below. Red Cloud Securities Inc acted as sole broker and bookrunner in respect of the North American Placing ("Red Cloud").

The North American Placing is conditional, amongst other things, on Admission of the North American Placing Shares becoming effective by no later than 8.00 a.m. on 19 April 2022 (or such later date as may be agreed between the Company and Red Cloud, being no later than 30 April 2022). 

The North American Placing is not being underwritten.

The North American 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 North American Placing Shares.

North American Placing Agreement

A placing agreement has been entered into between the Company and Red Cloud in connection with the North American Placing (the "North American Placing Agreement").

Pursuant to the terms of the North American Placing Agreement, Red Cloud, as agent for the Company, has conditionally agreed to use its reasonable endeavours to procure subscribers for the North American Placing Shares at the Placing Price. The North American Placing Agreement is conditional upon, amongst other things, none of the warranties given to Red Cloud prior to Admission being or becoming untrue, inaccurate or misleading in any respects.

Under the North American Placing Agreement, the Company has agreed to pay to Red Cloud commissions based on the aggregate value of the amounts raised by them pursuant to the North American Placing, and the costs and expenses incurred in relation to the Placing. In addition, Red Cloud will also be issued with warrants to subscribe for Ordinary Shares.

The North American Placing Agreement contains customary warranties given by the Company in favour of Red Cloud in relation to, amongst other things, the accuracy of the information in this announcement and other matters relating to the Company, its group and its business. In addition, the Company has agreed to indemnify Red Cloud (and its affiliates) in relation to certain liabilities which they may incur in respect of the North American Placing. Red Cloud has the right to terminate the North American Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the North American Placing Agreement does not become unconditional. All offers or sales of the securities in the North America Placing will be made by way of prospectus exemptions, such that the offers or sales of Placing Units and Placing Warrants does not obligate the Company to file a prospectus in North America.

Details of the proposed UK Placing

The Company is carrying out an additional fundraising to raise up to £1.98 million (approximately US$2.5 million at the Exchange Rate) before expenses by way of a placing of up to 14,665,676 new Ordinary Shares (the "UK Placing Shares") at the Placing Price with investors in the United Kingdom. Pursuant to the UK Placing, up to 14,665,676 Placing Warrants are to be issued to participating investors on the terms set out below. The Company's joint brokers, Shard Capital Partners LLP ("Shard") and Peterhouse Capital Limited ("Peterhouse"), will act as joint brokers in relation to the UK Placing (the "UK Brokers").

The UK Placing is conditional, amongst other things, on Admission of the UK Placing Shares becoming effective by no later than 8.00 a.m. on 19 April 2022 (or such later date as may be agreed between the Company and the UK Brokers, being no later than 30 April 2022). 

The UK Placing is not being underwritten.

The UK 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 UK Placing Shares.

The UK Placing will be completed via the Bookbuild which will be launched immediately following this announcement, in accordance with the terms and conditions set out in the appendix to this Announcement.

A further announcement confirming the closing of the Bookbuild and the number of UK Placing Shares to be issued pursuant to the UK Placing is expected to be made in due course.

UK Placing Agreement

A placing agreement will be entered into between the Company and the UK Brokers in connection with the UK Placing (the "UK Placing Agreement").

Pursuant to the terms of the UK Placing Agreement, the UK Brokers, as agents for the Company, will conditionally agreed to use its reasonable endeavours to procure subscribers for the UK Placing Shares at the Placing Price. The UK Placing Agreement is conditional upon, amongst other things, none of the warranties given to the UK Brokers prior to Admission being or becoming untrue, inaccurate or misleading in any respects.

Under the UK Placing Agreement, the Company has agreed to pay to the UK Brokers commissions based on the aggregate value of the amounts raised by them pursuant to the UK Placing, and the costs and expenses incurred in relation to the Placing. In addition, the UK Brokers will also be issued with warrants to subscribe for Ordinary Shares.

The UK Placing Agreement contains customary warranties given by the Company in favour of the UK Brokers in relation to, amongst other things, the accuracy of the information in this announcement and other matters relating to the Company, its group and its business. In addition, the Company has agreed to indemnify the UK Brokers (and their respective affiliates) in relation to certain liabilities which they may incur in respect of the UK Placing. The UK Brokers have the right to terminate the North American Placing Agreement in certain circumstances prior to Admission. In particular, in the event of breach of the warranties or a material adverse change or if the UK American Placing Agreement does not become unconditional.

Application for Admission

Application will be made to the London Stock Exchange for the North American Placing Shares and the UK Placing Shares (together the "Placing Shares") to be admitted to trading on AIM ("Admission") and Admission is expected to become effective and trading will commence at 8 a.m. on or around 19 April 2022.

Expected use of proceeds

The net proceeds raised pursuant to the Placings will be used for the exploration and advancement of the Company's lithium projects in Arizona and Nevada in the U.S. as well as for general working capital purposes. In particular, the proceeds will be used as follows:

·      Bradda Head has a royalty agreement with Lithium Royalty Corporation (LRC), whereby it is due to receive US$5.5 million over two payments, dependent upon resource expansion (See the Company's announcement dated 22/12/2021). Part of the funds raised will be used to fast-track drilling at the Company's 47km² of sedimentary claims in Arizona to enable, assuming we meet the targets, receipt of these payments from LRC.

·      The Company will also progress metallurgical testwork at Bradda Head's sedimentary assets with a view to feed into an early-stage technical study as soon as feasible for the Company.

·      In addition, the funds will be used to advance exploration programmes at the Company's other lithium assets, namely its pegmatites in Arizona and also its brine prospects in Nevada.

A copy of the Company's updated corporate presentation will also be available at the Company's website from today: https://www.braddaheadltd.com/investor-centre/presentations/. In particular, the Presentation contains an update on the Company's ongoing programmes across its Projects which can be seen at slide 17.

Placing Warrants

Participants in the Placings shall receive one Placing Warrant for every one Ordinary Share subscribed for. The Placing Warrants shall be issued in certificated form and will be subject to the following terms and conditions:

i            the Placing Warrants will be exercisable for two years from the date of Admission ("Warrant Period");

ii           the exercise price of each Placing Warrant shall be 21 pence; and

iii          the Placing Warrants shall be transferable without restriction to any subsidiary company or holding company of the Warrant holder or any of the Warrant holder's employees, consultants or shareholders and without the need for approval by the Company but are not otherwise transferable without the Company's written consent, such consent not to be unreasonably withheld.

Notes to Editors

Bradda Head Lithium Ltd. is a North America-focused lithium development group. The Company currently has interests in a variety of projects, the most advanced of which are in Central and Western Arizona: The Basin Project (Basin East Project, and the Basin West Project) and the Wikieup Project.

The Basin East Project has an Indicated Mineral Resource of 17.6 Mt at an average grade of 912 ppm Li and 3.4% K for a total of 85 kt LCE and an Inferred Mineral Resource of 57.6 Mt at an average grade of 717 ppm Li and 3.3% K for a total of 220 kt LCE. In the rest of the Basin Project SRK has estimated an Exploration Target of between 300 to 1,300 Mt of material grading between 600 to 850 ppm Li which is equivalent to a range of between 1 to 6 Mt LCE.

The Group intends to continue to develop its three phase one projects in Arizona, whilst endeavouring to unlock value at its other prospective pegmatite and brine assets in Arizona, Nevada, and Pennsylvania.

All of Bradda Head's licences are held on a 100% equity basis and are in close proximity to the required infrastructure.

Bradda Head is quoted on the AIM of the London Stock Exchange with the ticker of BHL and on the US OTCQB market with a ticker of BHLIF.

IMPORTANT NOTICES

This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "forecasts", "plans", "prepares", "anticipates", "projects", "expects", "intends", "may", "will", "seeks", "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Announcement and include statements regarding the Company's and the Directors' intentions, beliefs or current expectations concerning, amongst other things, the Company's prospects, growth and strategy. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, achievements and financial condition may differ materially from those expressed or implied by the forward-looking statements in this Announcement. In addition, even if the Company's results of operations, performance, achievements and financial condition are consistent with the forward-looking statements in this Announcement, those results or developments may not be indicative of results or developments in subsequent periods. Any forward-looking statements that the Company makes in this Announcement speak only as of the date of such statement and (other than in accordance with their legal or regulatory obligations) neither the Company, nor Red Cloud, the UK Brokers or Beaumont Cornish Limited ("Beaumont Cornish") nor any of their respective associates, directors, officers or advisers shall be obliged to update such statements. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless expressed as such, and should only be viewed as historical data.

Beaumont Cornish, which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Beaumont Cornish by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder, Beaumont Cornish accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Beaumont Cornish accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement. The responsibilities of Beaumont Cornish as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any director or shareholder of the Company or any other person, in respect of its decision to acquire shares in the capital of the Company in reliance on any part of this Announcement, or otherwise.

Shard, which is authorised and regulated in the United Kingdom by the FCA, is acting as Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Shard by FSMA or the regulatory regime established thereunder, Shard accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Shard accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

Peterhouse, which is authorised and regulated in the United Kingdom by the FCA, is acting as Joint Broker and Joint Bookrunner exclusively for the Company and no one else in connection with the contents of this Announcement and will not regard any other person (whether or not a recipient of this Announcement) as its client in relation to the contents of this Announcement nor will it be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the contents of this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on Peterhouse by FSMA or the regulatory regime established thereunder, Peterhouse accepts no responsibility whatsoever, and makes no representation or warranty, express or implied, as to the contents of this Announcement including its accuracy, completeness or verification or for any other statement made or purported to be made by it, or on behalf of it, the Company or any other person, in connection with the Company and the contents of this Announcement, whether as to the past or the future. Peterhouse accordingly disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of the contents of this Announcement or any such statement.

The Placing Shares have not been and will not be registered under the U.S. Securities Act 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, in or into the United States absent registration under the Securities Act, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Placing Shares have not been approved, disapproved or recommended by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares. Subject to certain exceptions, the securities referred to herein may not be offered or sold in the United States, Australia, Canada, Japan, New Zealand, the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of the United States, Australia, Canada, Japan, New Zealand or the Republic of South Africa.

No public offering of securities is being made in the United States.

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, the Financial Markets Authority of New Zealand or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained from the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan, New Zealand 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 Canada, Australia, Japan, New Zealand or the Republic of South Africa or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia, Japan, New Zealand or the Republic of South Africa or to any investor located or resident in Canada.

No public offering of the Placing Shares is being made in the United States, United Kingdom or elsewhere. All offers of the Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation (Regulation (EU) 2017/1129 of the European Parliament and Council of 14 June 2017 ) (as it forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018 (as amended), (as the case may be) from the requirement to produce a prospectus. This Announcement is being distributed to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

The information in this Announcement, which includes certain information drawn from public sources, does not purport to be comprehensive and has not been independently verified. This Announcement contains statements that are, or may be deemed forward-looking statements, which relate, inter alia, to the Company's proposed strategy, plans and objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the control of the Company (including but not limited to future market conditions, legislative and regulatory changes, the actions of governmental regulators and changes in the political, social or economic framework in which the Company operates) that could cause the actual performance or achievements on the Company to be materially different from such forward-looking statements.

The content of this Announcement has not been approved by an authorised person within the meaning of the FSMA. Reliance on this Announcement for the purpose of engaging in any investment activity may expose an individual to a significant risk of losing all of the property or other assets invested. The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an appropriate independent financial adviser.

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 Joint Bookrunners or by any of their 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.

No statement in this Announcement is intended to be a profit forecast or estimate, and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

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

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 "Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the Product Governance Requirements) may otherwise have with respect thereto, the UK 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 MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Placees should note that: the price of the UK Placing Shares may decline and investors could lose all or part of their investment; UK Placing Shares offer no guaranteed income and no capital protection; and an investment in UK Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Shard and Peterhouse 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 UK Placing Shares.

APPENDIX

TERMS AND CONDITIONS OF THE UK PLACING

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES (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, NEW ZEALAND 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 UK 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 UK BROKERS, QUALIFIED INVESTORS; AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS; AND "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) 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 the FINANCIAL SERVICES AND MARKETS ACT 2000 ("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. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. 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 UK 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 THE UK 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 distribution of the Terms and Conditions and/or the UK Placing and/or issue of the UK Placing Shares in certain jurisdictions may be restricted by law.  No action has been taken by the Company, the UK Brokers or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the UK Placing Shares or possession or distribution of the Terms and Conditions or any other offering or publicity material relating to such UK Placing Shares in any jurisdiction where action for that purpose is required.  Persons into whose possession these Terms and Conditions come are required by the Company and the UK Brokers to inform themselves about and to observe any such restrictions.

The Terms and Conditions or any part of them are for information purposes only and do not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, the Republic of South Africa or Japan or any other jurisdiction in which the same would be unlawful. No public offering of the UK Placing Shares is being made in any such jurisdiction.

In the United Kingdom, the Terms and Conditions are being directed solely at persons in circumstances in which section 21(1) of FSMA does not apply.

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 UK Placing Shares have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of the United States, Australia, Canada, Japan, New Zealand, or South Africa. Accordingly, the UK 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 the United States, Australia, Canada, Japan, New Zealand, or 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 UK Placing Shares have been subject to a product approval process, which has determined that the UK 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 UK Placing Shares have been subject to a product approval process, which has determined that the UK 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 UK Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the UK Brokers 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 or 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 UK 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.

The Terms and Conditions should be read in their entirety.

These terms and conditions apply to persons making an offer to acquire UK Placing Shares. Each Placee hereby agrees with the UK Brokers and the Company to be bound by these terms and conditions as being the terms and conditions upon which UK Placing Shares will be issued or acquired. A Placee shall, without limitation, become so bound if either of the UK Brokers confirm to such Placee its allocation of UK Placing Shares.

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 UK Placing Shares has been given.

By participating in the UK Placing (such participation to be confirmed in and evidence by either (i) a recorded telephone conversation or (ii) email correspondence, in either case between representatives of  the UK Broker to whom the Placee's commitment is given and the relevant Placee (a "Recorded Commitment")), each Placee will be deemed to have read and understood these Terms and Conditions in their entirety, to be participating and acquiring UK Placing Shares on these Terms and Conditions and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in these Terms and Conditions.

In particular, each such Placee irrevocably represents, warrants, undertakes, agrees and acknowledges (amongst other things) to the Company and the UK Brokers that:

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

2.   it is acquiring the UK Placing Shares for its own account or is acquiring the UK Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in these Terms and Conditions; and

3.   it understands (or if acting for the account of another person, such person has confirmed that such person understands) and agreed to comply with the resale and transfer restrictions set out in these Terms and Conditions; and

except as otherwise permitted by the Company and subject to any available exemptions from applicable securities laws, it (and any account referred to in paragraph 3 above) is outside the United States acquiring the UK Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

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

No prospectus

The UK Placing Shares are being offered to a limited number of specifically invited persons only and will not be offered in such a way as to require any prospectus or other offering document to be published.  No prospectus or other offering document has been or will be submitted to be approved by the FCA in relation to the UK Placing or the UK Placing Shares and Placees' commitments will be made solely on the basis of Publicly Available Information and subject to any further terms set forth in writing in any contract note sent to an individual Placee.

Each Placee, by participating in the UK Placing, confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of either of the UK Brokers or the Company or any other person and none of the UK Brokers, the Company nor any other person acting on such person's behalf nor any of their respective affiliates has or shall have any liability for any Placee's decision to participate in the UK Placing based on any other information, representation, warranty or statement.  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 UK Placing.  No Placee should consider any information in the Announcement or these Terms and Conditions to be legal, tax, business or other advice. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the UK Placing Agreement and the UK Placing Shares

The UK Brokers and the Company have entered into a Placing Agreement, under which the UK Brokers have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure subscribers for UK Placing Shares at the Placing Price. The UK Placing is not being underwritten by either of the UK Brokers or any other person.

The number of UK Placing Shares will be determined following completion of the Bookbuild as set out in this Announcement. The allocation of the UK Placing Shares is at the discretion of the UK Brokers, following consultation with the Company. Allocations will be confirmed orally or by email by the UK Brokers following the close of the Bookbuild. A further announcement confirming these details will then be made as soon as practicable following completion of the Bookbuild.

The UK Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and 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 UK Placing Shares.

Subject to admission, the UK Placing Shares will trade on AIM under the trading symbol "BHL" and with ISIN VGG154091083.

Application for admission to trading on AIM

Application will be made to the London Stock Exchange for admission to trading on AIM of the UK Placing Shares. It is expected that settlement of any such shares (via depositary interests issued by Computershare Investor Services plc ("Depositary Interests") and Admission will become effective on or around 8.00 a.m. on 19 April 2022 and that dealings in the UK Placing Shares will commence at that time.

Bookbuild

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

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

The principal terms of the UK Placing are as follows:

1.    The UK Brokers are arranging the UK Placing as agents for, and joint brokers of, the Company.

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

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

4.    To bid in the Bookbuild, prospective Placees should communicate their bid by telephone to their usual contact at either of the UK Brokers. Each bid should state the number of UK Placing Shares which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the UK Brokers 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 UK Brokers. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the UK Placing, in its absolute discretion.

6.    Allocations of the UK Placing Shares will be determined by the UK Brokers, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by either of the UK Brokers 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 either of the UK Brokers will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the relevant UK Broker and the Company, under which it agrees to acquire by subscription the number of UK Placing Shares allocated to it at the UK Placing Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with the relevant UK 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 UK Placing Shares to be issued at the UK Placing Price.

8.    Subject to paragraphs 4 and 5 above, the UK Brokers may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at their discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The UK Brokers may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate UK 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 relevant UK Broker's consent, will not be capable of variation or revocation from the time at which it is submitted.

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

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

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

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

14.   To the fullest extent permissible by law and the applicable rules of the FCA, neither of the UK Brokers, nor any of their affiliates, agents, directors, officers or employees 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 UK Placing. In particular, neither of the UK Brokers, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of that UK Broker's conduct of the UK Placing or of such alternative method of effecting the UK Placing as the UK Brokers and the Company may determine.

Conditions of the UK Placing

The UK Placing is conditional upon the UK Placing Agreement becoming unconditional and not having been terminated in accordance with its terms.

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

1.    the delivery by the Company to the UK Brokers of certain documents required under the UK Placing Agreement;

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

3.    the allotment of the UK Placing Shares, conditional only upon Admission;

4.    Admission occurring by no later than 8.00 a.m. (London time) on 19 April 2022 or such other date and time as may be agreed between the Company and the UK Brokers, not being later than 8 am (London time) on 30 April 2022 (the "Long Stop Date"); and

5.    the UK Placing Agreement not having been terminated by the UK Brokers in accordance with its terms.

If: (i) any of the conditions contained in the UK Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the UK Brokers by the respective time or date where specified (or such later time or date as the UK Brokers may notify to the Company, being not later than the Long Stop Date); (ii) any of such conditions becomes incapable of being fulfilled; or (iii) the UK Placing Agreement is terminated in the circumstances specified below, the UK Placing will not proceed and the Placees' rights and obligations hereunder in relation to the UK 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 UK Brokers may, at their 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 UK 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 UK Brokers, the Company nor any of their respective affiliates, agents, directors, officers or employees 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 UK Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the UK Placing generally and, by participating in the UK Placing, each Placee agrees that any such decision is within the absolute discretion of the UK Brokers.

Right to terminate the UK Placing Agreement

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

1.    Peterhouse Capital Limited and/or Shard Capital Partners LLP becomes aware, or any fact, matter or circumstance which constitutes or might reasonably be expected to constitute a material breach of the warranties given in the UK Placing Agreement or which indicates that any of such warranties has become or might reasonably be expected to become untrue, inaccurate or misleading in any material respect by reference to the facts and circumstances then subsisting;

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

3.    any of the conditions set out in the UK Placing Agreement are not fulfilled or (if capable of waiver) waived by the UK Brokers or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the UK Placing Agreement;

4.    there has been any development or event which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Group taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business; or

5.    there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction,

which, in the opinion of the UK Brokers, would or would be likely to prejudice materially the Company or render the UK Placing (or any material part thereof) or Admission impractical 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 UK Placing, Placees agree that the exercise by the UK Brokers of any right of termination or other discretion under the UK Placing Agreement shall be within the absolute discretion of the UK Brokers and that the UK Brokers need not make any reference to Placees in this regard and that neither of the UK Brokers nor any of their 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 UK Placing Shares are being offered to a limited number of specifically invited persons only and have not been nor will they be offered in such a way as to require the publication of a prospectus in the United Kingdom. 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 UK Placing, and Placees' commitments will be made solely on the basis of the information contained in the Announcement (including this Appendix) and the Publicly Available Information).  Each Placee, by accepting a participation in the UK 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 Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or either of the UK Brokers or any other person and neither the UK Brokers, the Company nor any other person will be liable for any Placee's decision to participate in the UK 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 either of the UK Brokers, 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 UK Placing. Neither the Company nor either of the UK Brokers are making any undertaking or warranty to any Placee regarding the legality of an investment in the UK 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 UK Placing Shares. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated UK Placing Shares in the UK Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the UK Brokers, stating the number of UK Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) 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 either of the UK Brokers in accordance with the standing CREST settlement instructions which they have in place with the relevant UK Broker.

Settlement of transactions in the Placing Shares (ISIN: VGG154091083) following Admission will take place within CREST provided that, subject to certain exceptions, the UK Brokers reserve the right to require settlement for, and delivery of, the UK 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 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(s) in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR rate as determined by the UK Brokers.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant UK Broker may sell any or all of the UK Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for the relevant UK 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 relevant UK 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 UK Placing Shares on such Placee's behalf. By communicating a bid for UK Placing Shares, each Placee confers on the relevant UK Broker such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the relevant UK Broker lawfully take in pursuance of such sale. Legal and/or beneficial title in and to any UK Placing Shares shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If UK 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 UK 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 UK 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 of the UK Brokers 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 UK Placing Shares. Placees will not be entitled to receive any fee or commission in connection with the UK Placing.

Representations, Warranties and Further Terms

By participating in the UK 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 UK Brokers for themselves and on behalf of the Company:

1.    that it has read and understood this Announcement, including this Appendix, in its entirety and that its subscription for or purchase of UK 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;

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

3.    that the exercise by either of the UK Brokers of any right or discretion under the UK Placing Agreement shall be within the absolute discretion of the relevant UK Broker and the relevant UK 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 UK Brokers or the Company, or any of their respective officers, directors, employees agents or advisers, under the UK Placing Agreement pursuant to the Contracts (Rights of Third Parties Act) 1999;

4.    that these terms and conditions represent the whole and only agreement between it, the UK Brokers and the Company in relation to its participation in the UK 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 UK 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 UK Placing Shares other than as contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the UK Placing Shares. Each Placee agrees that neither the Company, the UK Brokers nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5.    that in the case of any UK Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation and Article 5(1) of the UK Prospectus Regulation, (i) the UK Placing Shares acquired by it in the UK Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, (a) persons in any Member State of the European Economic Area which has implemented the EU Prospectus Regulation or (b) persons in the UK in accordance with the UK Prospectus Regulation, respectively, other than Qualified Investors or in circumstances in which the prior consent of either of the UK Brokers has been given to the offer or resale; or (ii) where UK 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 UK Placing Shares to it is not treated under the EU Prospectus Regulation or the UK Prospectus Regulation (as the case may be) as having been made to such persons;

6.    that neither it nor, as the case may be, its clients expect either of the UK Brokers 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 UK Brokers are not acting for it or its clients, and that the UK Brokers will not be responsible for providing the protections afforded to customers of either of the UK Brokers or for providing advice in respect of the transactions described herein;

7.    that it has made its own assessment of the UK 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 UK Placing and that it shall not be entitled to rely upon any material regarding the UK Placing Shares or the Company (if any) that either of the UK Brokers 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 Publicly Available Information; nor has it requested any of the UK Brokers, 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;

8.    that it is: (i) 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 UK Placing Shares only in "offshore transactions" as defined in and pursuant to Regulation S, and (ii) it is not subscribing for and/or purchasing UK 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;

9.    that the UK 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 accordingly the UK Placing Shares may not be offered, sold, pledged, resold, transferred, delivered or distributed into or within the United States except in compliance with the registration requirements of the Securities Act and applicable state securities requirements or pursuant to exemptions therefrom;

10.   that the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the UK Placing Shares is contained in this Announcement and the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the UK Placing Shares and it has made its own assessment of the Company, the UK Placing Shares and the terms of the UK Placing based on this Announcement and the Publicly Available Information only;

11.   that neither the UK Brokers 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 UK Placing or the UK Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information;

12.   that, unless specifically agreed with the relevant UK 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 or any US Person at the time the undertaking to subscribe for and/or purchase UK Placing Shares was given and it is not acquiring UK Placing Shares with a view to the offer, sale, resale, transfer, delivery or distribution, directly or indirectly, of any UK Placing Shares into the United States or to any US Person and it will not reoffer, resell, pledge or otherwise transfer the UK 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;

13.   that it is not a national or resident of Australia, Canada, New Zealand, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Australia, Canada,  New Zealand, the Republic of South Africa or Japan and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the UK Placing Shares in Australia, Canada, New Zealand, the Republic of South Africa or Japan or to or for the benefit of any person resident in Australia, Canada, New Zealand, the Republic of South Africa or Japan and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Securities Commission of New Zealand, the Japanese Ministry of Finance or the South African Reserve Bank and that the UK Placing Shares are not being offered for sale and may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, Canada, New Zealand, the Republic of South Africa, Japan or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful;

14.   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 UK Placing Shares and it is not acting on a non-discretionary basis for any such person;

15.   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 UK Placing or the UK Placing Shares to any persons within the United States or to any US Persons;

16.   that it is entitled to subscribe for and/or purchase UK 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 either of the UK Brokers 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 UK Placing or its acceptance;

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

18.   that where it is acquiring UK Placing Shares for one or more managed accounts, it is authorised in writing by each managed account: (a) to acquire the UK 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 UK Placing in the form provided to it by either of the UK Brokers;

19.   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) a person to whom it is otherwise lawful for this Announcement to be communicated and in the case of (a) and (b) undertakes that it will acquire, hold, manage or dispose of any UK Placing Shares that are allocated to it for the purposes of its business;

20.   that, unless otherwise agreed by the UK Brokers, it is a Qualified Investor;

21.   that, unless otherwise agreed by the UK Brokers, 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 UK Placing Shares for investment only and not with a view to resale or distribution;

22.   that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the UK Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

23.   that any money held in an account with either of the UK Brokers (or their nominee) on their 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 relevant UK Broker's (or its nominee's) money in accordance with such client money rules and will be used by the relevant UK Broker in the course of their own business and each Placee will rank only as a general creditor of the relevant UK Broker;

24.   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 Articles (which incorporate the requirements of Chapter 5 of the Disclosure Guidance and Transparency Rules of the FCA);

25.   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;

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

27.   that it appoints irrevocably any director of the relevant UK 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 UK Placing Shares;

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

29.   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 UK 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 UK Placing;

30.   that it will indemnify and hold the Company and the UK Brokers 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 UK Brokers 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 UK Brokers and the Company. All confirmations, warranties, acknowledgements and undertakings given by the Placee, pursuant to this Announcement (including this Appendix) are given to the relevant UK Broker for itself and on behalf of the Company and will survive completion of the UK Placing and Admission;

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

32.   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 UK Placing, and that it is not relying on the Company or the UK Brokers to provide any legal, financial, tax or other advice to it;

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

34.   that (i) it has complied with its obligations under the Criminal Justice Act 1993 and 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 or the United States Department of State; (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 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 UK Brokers such evidence, if any, as to the identity or location or legal status of any person which the UK Brokers may request from it in connection with the UK 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 UK Brokers on the basis that any failure by it to do so may result in the number of UK Placing Shares that are to be subscribed for and/or purchased by it or at its direction pursuant to the UK Placing being reduced to such number, or to nil, as the UK Brokers may decide in their absolute discretion;

35.   that it will not make any offer to the public within the meaning of the EU Prospectus Regulation or UK Prospectus Regulation (as the case may be) of those UK Placing Shares to be subscribed for and/or purchased by it;

36.   that it will not distribute any document relating to the UK Placing Shares and it will be acquiring the UK 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 UK Placing Shares; save that if it is a private client stockbroker or fund manager it confirms that in purchasing the UK 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 UK Placing Shares for the account of any third party;

37.   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 UK Placing Shares (together with any interest chargeable thereon) may be taken by the Company or the UK Brokers 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;

38.   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 UK Brokers;

39.   that the UK Brokers owe no fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the UK Placing Agreement;

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

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

42.   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 UK Brokers 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 the UK Brokers for themselves 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 UK Brokers.

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 UK Placing Shares in question. Such agreement assumes that the UK Placing Shares are not being subscribed for in connection with arrangements to transfer the UK Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the UK Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company or the UK Brokers 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 UK Placing as an agent or nominee) the allocation, allotment, issue or delivery of UK 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 UK Brokers in the event that any of the Company and/or the UK Brokers 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 UK Brokers 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 UK Placing Shares or the agreement by them to subscribe for or purchase any UK Placing Shares.

All times and dates in this Announcement (including this Appendix) may be subject to amendment. The UK Brokers shall notify the Placees and any person acting on behalf of the Placees of any changes.

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 UK Brokers or by any of their 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.