THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, AND THE INFORMATION CONTAINED HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT AND AT THE START OF THE APPENDIX.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN APPLIED GRAPHENE MATERIALS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY INVESTMENT DECISION IN RESPECT OF APPLIED GRAPHENE MATERIALS PLC.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018) ("UK MAR"). In addition, market soundings (as defined in UK MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in UK MAR), as permitted by UK MAR, IN RELATION TO THE COMPANY AND ITS SECURITIES. UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA THE REGULATORY INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. 

Applied Graphene Materials plc

("Applied Graphene Materials", the "Company" or the "Group")

Proposed Placing and Subscription to raise £5.5 million and PrimaryBid Offer

Applied Graphene Materials plc (AIM: AGM), the producer of speciality graphene nanoplatelet dispersions, is pleased to announce a proposed placing (the "Placing"), via an accelerated bookbuild (the "Bookbuild" or "Bookbuilding Process"), of new ordinary shares of two pence each in the capital of the Company (the "Ordinary Shares").

The Placing will be conducted at a price of 41 pence per share (the "Issue Price") in order to raise  £5.3 million (before expenses). The Placing will comprise the issue of 12,936,585 new Ordinary Shares (the "Placing Shares"), representing approximately 26.0 per cent of the existing issued share capital of the Company. In addition to this, certain of the Company's directors and one of its existing shareholders intend to subscribe for, in aggregate, 478,049 new Ordinary Shares (the "Subscription Shares") on equivalent terms and conditions and at the same Issue Price as participants in the Placing (the "Subscription"), raising a further £0.2 million of gross proceeds for the Company. The Placing and the Subscription together are therefore expected to raise £5.5 million of gross proceeds for the Company.

In addition to the Placing and Subscription, there will be an offer of new Ordinary Shares to be made by the Company via the PrimaryBid platform (the "PrimaryBid Shares") at the Issue Price (the "PrimaryBid Offer", together with the Placing and the Subscription, the "Fundraise"), to provide retail investors with an opportunity to participate in the Fundraise. A separate announcement will be made shortly regarding the PrimaryBid Offer and its terms. The Placing is not conditional upon the PrimaryBid Offer. The PrimaryBid Offer will close on completion of the Bookbuilding Process.

Highlights

·      Applied Graphene Materials plc (AGM) announces its intention to carry out a proposed Placing to issue 12,936,585 new Ordinary Shares at the Issue Price, raising £5.3 million (before expenses).

·      The net proceeds of the Placing, the Subscription and the PrimaryBid Offer will be used by the Company to provide ongoing working capital funding, including costs associated with continuing the Company's product and technology development roadmap; to service anticipated growth in customer and product demand; and for minor capital expenditure.

·      The Placing will be conducted via the Bookbuilding Process by Nplus1 Singer Capital Markets Limited (together with its affiliates, "N+1 Singer", the Company's nominated adviser, joint broker and bookrunner), and Allenby Capital Limited ("Allenby Capital"), the Company's joint broker for the purposes of the Placing.

·      Participation in the Placing is subject to the terms and conditions set out in the appendix (the "Appendix") to this announcement (which forms part of this announcement, such announcement and the Appendix together being this "Announcement").

·      Certain directors of the Company (the "Participating Directors") have indicated their intention to subscribe for, in aggregate, new Ordinary Shares representing £71,000 at the Issue Price pursuant to the Subscription. One of the Company's shareholders has indicated its intention to subscribe for, in aggregate, new Ordinary Shares representing £125,000 at the Issue Price pursuant to the Subscription.

·      The Issue Price represents a discount of approximately: (i) 39 per cent. to the closing middle market price of 67.4 pence per Ordinary Share on 25 January 2021, being the latest practicable date prior to the publication of this Announcement; and (ii) 24 per cent. to the 30 day volume weighted average price of 54.0 pence per Ordinary Share.

·      Books are open with immediate effect. The Company reserves the right to increase the overall size of the Placing subject to levels of demand.

·      The Placing is being conducted in two tranches. The Company intends to issue approximately 2,485,214 First Placing Shares, raising gross proceeds of approximately £1.0 million, to certain participants in the Placing under the existing authorities to allot equity securities granted at the Company's annual general meeting in December 2020. The First Placing Shares are expected to be admitted to trading on AIM on or around 10 February 2021. The Company intends to issue 10,451,371 Second Placing Shares, raising gross proceeds of approximately £4.3 million. The Second Placing Shares (together with the Subscription Shares and the PrimaryBid Shares) are expected to be admitted to trading on AIM on or around 15 February 2021.

·      Admission of the First Placing Shares is conditional, inter alia, upon the Placing Agreement not having been terminated and becoming unconditional in respect of those shares. The First Placing does not require Shareholder approval as the First Placing Shares will be issued pursuant to the Shareholder authorities granted at the Company's 2020 annual general meeting. Admission of the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares is also conditional, inter alia, upon the approval of Shareholders at the General Meeting of the Company's shareholders to be held as a closed meeting with the minimum number of Shareholders legally required to be present at 11:00 a.m. on 12 February 2021 at Squire Patton Boggs (UK) LLP, 6 Wellington Place, Leeds, LS1 4AP (the "General Meeting").

·      A circular, which will provide further details of the Fundraising and include a notice convening the General Meeting (the "Circular") is expected to be sent to Shareholders on or around 27 January 2021.

This Announcement should be read in its entirety. In particular, your attention is drawn to the detailed terms and conditions of the Placing and further information relating to the Placing and any participation in the Placing that is described in the Appendix to this Announcement (which forms part of this Announcement).

By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix), and to be making such offer on the terms and subject to the conditions of the Placing contained herein, and to be providing the representations, warranties and acknowledgements contained in the Appendix.

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

The person responsible for releasing this Announcement on behalf of the Company is David Blain, Chief Financial Officer and Director of the Company.

For further information, please contact:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

1. Each of the above dates is subject to change at the absolute discretion of the Company, N+1 Singer and Allenby Capital.

2. All events listed in the above timetable following the General Meeting are conditional on, inter alia, the passing of the Resolutions at the General Meeting.

3. All of the above times refer to London times.

FURTHER INFORMATION

Background and reasons for the Fundraise

Overview

Applied Graphene Materials is wholly focused on the successful integration of graphene nanoplatelet ("GNP"), materials into a range of customer applications. This is achieved through two principal technologies; 1) GNP manufacturing and 2) sale and supply of its graphene materials in a range of dispersions. The combination of dispersion technology intellectual property and application know-how maximises the opportunity for customer success in the use of the Company's materials. The Company has developed its intellectual property, know-how and knowledge base through extensive work on the formatting and dispersion of graphene materials, and has made excellent progress with a number of customer projects, advancing through evaluation and test, and resulting in customer product launches which have enhanced performance arising from the use of the Company's graphene dispersions.

The effectiveness of the Company's technology has been successfully demonstrated in its core market sectors of protective coatings, composite materials and speciality products. As a result of performance gains from the use of graphene in a correctly formatted dispersion product offering, customers have started to launch products containing the Company's graphene materials. The Company has invested £24 million over the past decade into the development of manufacturing know-how of both GNPs, dispersion technology for nanomaterials and application data. As a result, the Company has developed a standard set of dispersed graphene products which provides a platform for growth in product sales. The Directors anticipate opportunities for applications in areas including aerospace, marine, satellite, wind turbine, infrastructure and transportation, and expect ongoing developments to further broaden this range.

The Company has, through its innovative dispersion technology, successfully overcome technical challenges surrounding the deployment of GNPs. The Company's dispersed materials enable ease of use with the aim of achieving reproducible performance gains in customer products, thereby giving customers confidence to launch enhanced products to market.

Alongside its dispersion technology, the Company's application and formulating know-how, covering use of the products in its target market, is critical to its success. The Company has invested heavily in application data to demonstrate the performance advantages that the use of graphene can achieve through its dispersed product range. The Company's dispersion and application technology platform together with its in-house GNP manufacturing has positioned the Company to become a leading graphene provider and has demonstrated the potential of GNPs in a range of applications for the development of revenue growth through its commercial opportunity pipeline.

Commercial progress

The Group continues to build on its initial success in the core target market sectors, which has been achieved through long term customer collaborations resulting in increased product launch momentum, particularly during the second half of 2020. In total, the Company has 119 active engagements as at the end of November 2020 (31 January 2020: 92 active engagements). The Directors believe that the Company's recent commercial progress has been driven by the combination of exemplar performance data generated in-house to illustrate the performance potential of graphene in use, and the successful testing outcomes by individual customers from the use of the Company's dispersed products. Successful performance data generation and subsequent customer product launches validate the Company's approach to the successful utilisation of GNPs in customer applications.

The Company's focus remains on converting opportunities with existing commercial partners into production orders once customer products have been launched. The pipeline of opportunities has grown substantially, as evidenced by the increase in the number of active customer engagements over the last year. The Directors estimate that the current opportunity pipeline, if fully realised, has the potential to generate an annualised revenue run rate of £7.6 million. Applying a success-based probability factor to this figure, the Directors estimate approximately £3 million of annual revenues could be generated from the current opportunity pipeline. These sales opportunities are largely expected to be generated in the coatings sector, with approximately 80% of engagements being with protective coatings customers.

With the development of a standard set of graphene dispersion products marketed under the Genable® brand, a number of high-quality distribution partners have been appointed in key territories, in order to market the capabilities of the Company's materials and technology to a wider audience.  There are now over 60 representatives across the Company's own sales team and various third-party distributors focused on selling the Company's products, for example:

•              Maroon LLC, a group with decades of experience and expertise in additive sales, with a focus on the coatings market in the USA and Canada;

•              Arpadis Benelux NV, strengthening the sales position in the UK, Germany, France, Spain, Portugal and Scandinavia, with exclusivity in all regions apart from the UK;

•              Will & Co BV, with exclusive agreement across the Netherlands, Belgium and Luxembourg;

•              GOBARR Kimya Ticaret ve Pazarlama Ltd. Sti (Gobarr), providing access to target customers in the Turkish coatings and polymer sector; and

•              Manho Polymers Co. Ltd, extending the focus into South Korea.

The Board expects that the Company's expanded geographical presence combined with the technical excellence and performance potential of the product will provide a solid basis for successful engagement with an increasing number of opportunities through its third-party distributor network.

The results of the Group's work to date confirm that graphene has the potential to deliver performance advantages with applicability across a number of adjacent market sectors. The Company has focused on its core target markets and applications technology to deliver successful customer outcomes and to create a platform for future revenue development. Having proven both performance advantage, and the utility of graphene dispersions, the Company has clear potential to diversify into other adjacent markets where its range of dispersed products could be suitably deployed.

Protective Coatings

In the field of paints and coatings, the Company's commercial focus is to enable customers to realise anti-corrosion and barrier performance advantage in their coatings technologies. The Directors believe the availability of its novel products could help mitigate the annual cost of corrosion which is estimated to be $138 billion in the US alone. Potential application areas where anti-corrosion performance could be transformed using the Company's products are wide ranging and include marine, aerospace, automotive, defence, industrial and civil engineering. The Company continues to work closely with a range of customers, who are actively using graphene in both existing and new formulations to improve barrier properties of their systems. Anti-corrosion benefits in primers and topcoats have been validated using the Company's GNP dispersions in a number of customer formulations. Engagements in the protective coatings sector are primarily directly with the technical and commercial teams of coatings manufacturers, which are able to effectively evaluate the Company's technology in their products. In the construction sector, successful outcomes have been demonstrated with customers such as Blocksil, through the launch of its Top Coat MT protective coating, and Alltimes Coatings Ltd, with its Advantage Graphene roof coating product. Similar performance advantages have been exhibited in products launched under the Halfords, Hycote and Kent Coatings brands.

The scope of the Company's barrier performance technology has been applied to the car care sub-sector of the protective coatings market. This includes automotive detailing products which enhance the protection of paint finishes. This is proving to be an innovative adjacency which is fast moving in terms of testing of products. A number of new product launches using the Company's graphene dispersion technology have recently come to market such as the EZ Car Care range of products, launched by Halo Automotive Limited - the most recent being two wax-based graphene enhanced products for paint and alloy wheels - plus spray detailing product from UK customer Infinity Wax. Other customer developments are continuing and the Directors anticipate further product launches in this sector.

Composites

Supply of dispersed graphene provides the means to incorporate nanoplatelet material effectively into a customer's composite matrix resin mix and from there into the corresponding composite formulation. The Company has demonstrated that mechanical performance enhancement, such as fracture toughness, can be realised in composite applications. As with protective coatings, the correct application of GNPs is critical to success, and this is where the Company's expertise lies. Pipeline engagements continue the pursuit of the use of graphene for materials performance advantage through the engineering of complex composite material systems.

An example is with Infinite Composites Technologies ("ICT"), a customer of the Company that continues to achieve ground-breaking performance using the Company's products for its linerless Type V pressure vessel technology aligned with NASA programmes. ICT's long-term objective is for incorporation of ICT products and technology into space vehicle platforms. ICT continues to make excellent progress in the demonstration of its carbon composite pressure vessel products using the Company's graphene dispersions in two distinct areas; the composite matrix to enhance mechanical performance and fatigue life of the vessels, and also in a coatings format to enhance barrier performance. Analysis of the composite indicated that the addition of GNPs eliminates nearly all microfractures in resin samples after exposure to a cryogenic test environment. The Directors believe that this is an outstanding result in the application of the Company's materials technology to achieve lightweight, high-performance, long life products as well as the demonstration of two distinct functional uses of graphene in a single product application.

Development of other methodologies for the successful deployment of graphene into composite structures are important factors for successful end use, given the numerous process techniques employed by the composites industry. The Company has successfully developed its Structural Ink^TM product and technology which, whilst currently deployed for composites, has the potential to be applied in other areas to achieve thin-film coatings containing graphene. Combining the capability to print GNPs with the Company's know-how in coatings technology offers further possibilities in adjacent sectors.

With the Company's dispersed graphenes offered in a range of media to suit the end-use chemistry, the Directors believe that there is positive progress being made in end-user integration of graphene into a broader range of composite materials applications.

Speciality products

The Company has been working to develop low density, thermally conductive adhesives. Efforts are ongoing to pursue aerospace applications with this technology, combining the benefits of low density, thermal conductivity and mechanical performance. The Company is working with its customers in this sector to pursue the long-term aim of approval of its graphene thermal paste adhesives for aerospace and space use. Utilising the Company's platform coatings technology and formulating skill base, iterations of this thermal product technology are also expected to show benefits in the area of heat management, in adjacencies such as battery technology.

Technology and manufacturing status

The Company has developed its technology platform and has the ambition to further develop the range of graphene dispersions for practical application in a broader number applications. Based upon the differentiating expertise of dispersion and formulation capability plus application know-how, the Directors see further opportunities in a number of adjacencies to the protective coatings and composites spaces.

In the chemical resistant coatings sector the use of  GNPs offer the potential to play a significant part in future coatings innovations.  Addressable areas include concrete coatings and barrier coatings for oil and gas industries through to applications in pipelines. Such coatings all lend themselves to inclusion of the Group's dispersed product offering.

Product formulation capabilities within the Company enable excellent read-across potential into specific opportunities in the composites sector through to emerging opportunities in the batteries sector and other markets which use liquid additives in their process technology.

Regulatory status

Regulatory approval efforts continue on a global basis pursuing the approval for use of novel graphene technology. The Company is well placed in this regard, for example, as a founding member of the graphene consortium for EU REACH approval. As announced on 14 January 2021, the European Chemical Agency, ECHA, has granted approval for increased volume of up to 10 tonnes of powder usage per annum of graphene products supplied by each of the individual members (including the Company) of the Graphene REACH registration consortium.  Achieving REACH registration of products is a milestone for the industry and validation of the efforts to ensure the safe adoption of GNP materials in industrial applications. Further efforts continue in other geographic territories to secure approvals for use of GNPs in volume.

Efforts in securing IP protection continue and the Company has patent grants and patents pending in various territories for its broad ranging technology.  The Company continues to invest in IP protection and the associated efforts to achieve granted patent status.

Sustainability

An internal sustainability audit has been completed and the Company is developing the roadmap to prioritise activity in the business where further meaningful progress can be made. Over and above operational excellence, the Directors believe that the Company's products offer a unique proposition as regards sustainability through performance enhancement and, as a result, product life cycle benefits. Given environmental pressures within the protective coatings sector, the Directors believe that the application of GNPs offers a significant technology solution to help mitigate these specific challenges to achieve more sustainable long-term solutions.

Summary

The Company is addressing significant opportunities in the protective coatings market, including the cost of corrosion, environmental pressures and sustainability potential using its innovative graphene dispersion technology. The Board believes that the Company has developed a product range which provides a platform to broaden its ambitions and capitalise on the long-term opportunities as market acceptance increases. Similarly, the Company is making progress with its product application in the composite materials and specialty products sectors. The Company has significant and valuable know-how and IP for both the manufacture of  GNPs, and for its dispersion and application technology. With over a decade of innovation, an enlarged distribution network, and long term customer collaborations, the Company is well positioned to deliver on its broad pipeline of opportunities for the use of GNPs in real applications.

Funding Requirement and Use of Proceeds

The Board believes that the Company has the product range and third party distributor network to capitalise on the opportunities in its markets and accelerate the Group's commercial momentum. As notified in the Company's results for the year ended 31 July 2020, the Board believes that, based on its growth plans and without any further funding, the Company currently has sufficient working capital to operate to October 2021. 

In order to provide the funding necessary for the Board to execute the next stage of its growth plan, the Company is therefore proposing to raise gross proceeds of £5.5 million from the Placing and the Subscription. The Company is also making an offer of new Ordinary Shares via the PrimaryBid platform to be announced separately. The Net Proceeds are expected to be used by the Company:

•              to provide ongoing working capital funding, including costs associated with continuing the Company's product and technology development roadmap;

•              to service of anticipated growth in customer and product demand; and

•              for minor capital expenditure, including a coating spray booth to bring full control of testing in house.

The Board believes that the Net Proceeds will provide working capital for the Group to operate until well into 2023, thereby enabling the Company to continue making progress towards its medium-term objectives of achieving critical mass, meaningful revenues and, ultimately, break-even profitability.

Current trading, COVID-19 and outlook

The Company announced its results for the year ended 31 July 2020 on 14 October 2020. The Company's Annual Report and Accounts for the year ended 31 July 2020 are available on its website (www.appliedgraphenematerials.com).

Following the year end, the Company has traded in line with the Board's expectations for the current financial year. The Company has continued to make good commercial progress during this period, with the announcement of third party distribution agreements with Maroon LLC, Arpadis Benelux NV, Gobarr and Manho Polymers Co, thereby broadening the Company's reach internationally. On 14 January 2021, the Company also announced that it had achieved EU-REACH regulatory approval for increased volume supply of its products.

The Company has been able to maintain continuity of operations throughout the COVID-19 pandemic, with limited impact on customer product collaborations and the Company's pipeline of opportunities and no employees furloughed. Restrictions on end-customer work practices have, however, limited practical access to structures for the deployment of their graphene-based coatings products, with customers furloughing staff and reducing operational activity. The quality of underlying customer engagement remains strong and the Directors are confident that the eventual easing of lockdown restrictions will lead to a positive upswing in activity for the Company.

The Company anticipates announcing its results for the six months ending 31 January 2021 in March 2021.

Details of the Placing and the Subscription

In connection with the Placing, the Company has today entered into the Placing Agreement pursuant to which N+1 Singer and Allenby Capital have agreed, in accordance with its terms, to use reasonable endeavours to procure subscribers for the Placing Shares (comprising shares issued pursuant to the First Placing and the Second Placing) at the Issue Price. Neither the First Placing nor the Second Placing are underwritten. 

Participation in the Placing is subject to the terms and conditions set out in the Appendix. N+1 Singer and Allenby Capital will commence the Bookbuilding Process immediately following the publication of this Announcement. The number of Placing Shares which are to be placed at the Issue Price will be determined at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process and the allocations are at the absolute discretion of N+1 Singer, Allenby Capital and the Company. Details of the number of Placing Shares to be placed will be announced as soon as practicable after the close of the Bookbuilding Process.

The First Placing and First Admission are not conditional on the Second Placing, or on Second Admission and it is therefore possible that the First Placing Shares will be allotted and issued and First Admission will become effective but the Second Placing Shares, the Subscription Shares and PrimaryBid Shares are not allotted and issued and Second Admission does not occur.

The Placing Agreement contains certain customary warranties given by the Company concerning the accuracy of information given in this Announcement in respect of the Placing as well as other matters relating to the Group and its business.  The Placing Agreement is terminable by N+1 Singer and Allenby Capital in certain customary circumstances up until the time of First Admission (in respect of the First Placing) and up until the time of Second Admission (in respect of the Second Placing), including, inter alia, should there be a breach of a warranty contained in the Placing Agreement or a force majeure event takes place or a material adverse change occurs to the business of the Company or the Group.  The Company has also agreed to indemnify N+1 Singer and Allenby Capital against all losses, costs, charges and expenses which N+1 Singer and Allenby Capital may suffer or incur as a result of, occasioned by or attributable to the carrying out of its duties under the Placing Agreement.

The Participating Directors have indicated their intention to subscribe for new Ordinary Shares of £71,000 in aggregate at the same time as the Second Placing. Further details of any subscription by the Participating Directors in the Fundraising will be set out in the announcement to be made on the closing of the Bookbuilding Process. One of the Company's existing Shareholders has also indicated its intention to subscribe for new Ordinary Shares of £125,000 in aggregate at the same time as the Second Placing.

Details of the PrimaryBid Offer

The Company is separately carrying out the PrimaryBid Offer using PrimaryBid, which, for the avoidance of doubt, is not part of the Placing and is the sole responsibility of the Company. Neither N+1 Singer nor Allenby Capital has any responsibilities, obligations, duties or liabilities (whether arising pursuant to any contract, law, regulation, or tort) in relation to the same.

Risks and uncertainties

A description of the principal risks and uncertainties associated with the Group's business and how they are being managed is included in the Group's Annual Report and Financial Statements 2020 on pages 28 to 31. The Board considers that these principal risks and uncertainties are those applicable to the Group at the current time.

Admission, Settlement and CREST

Application will be made for the Placing Shares to be admitted to trading on the AIM market ("AIM") of London Stock Exchange plc (the "London Stock Exchange") ("Admission").

Settlement of the First Placing Shares and Admission of the First Placing Shares are expected to take place on or before 8.00 a.m. on 10 February 2021. The First Placing is being conducted pursuant to existing authorities to allot equity securities granted at the Company's annual general meeting in December 2020 and accordingly is not conditional upon the passing of shareholder resolutions, but is conditional upon First Admission becoming effective and the Placing Agreement between the Company, N+1 Singer and Allenby Capital not being terminated in accordance with its terms prior to First Admission.

Settlement of the Second Placing Shares, the Subscription Shares and the Primary Bid Shares and Admission of the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares are expected to take place on or before 8.00 a.m. on 15 February 2021. The Second Placing, the Subscription and the PrimaryBid Offer is conditional upon, among other things, the relevant resolutions required to implement the Second Placing, the Subscription and the PrimaryBid Offer being duly passed by the Shareholders at the General Meeting; Second Admission becoming effective; and the Placing Agreement between the Company, N+1 Singer and Allenby Capital not being terminated in accordance with its terms prior to Second Admission. 

General Meeting

The notice convening the General Meeting will be set out in the Circular expected to be sent to Shareholders on or around 27 January 2021.

Important Notice

The information contained in this announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement, including the Appendix, is not for publication or distribution, directly or indirectly, in or into the United States of America.  This announcement, including the Appendix, is not an offer of securities for sale in the United States.  The securities referred to herein have not been and will not be registered under the U.S. Securities act of 1933, as amended, 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.

This announcement, including the Appendix, and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, New Zealand, the Republic of Ireland, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.

This announcement, including the Appendix, is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Canada, New Zealand, the Republic of Ireland, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

This announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or N+1 Singer or Allenby Capital or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this announcement.

N+1 Singer is authorised and regulated by the Financial Conduct Authority ("FCA") in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and N+1 Singer will not be responsible to anyone (including any person who is invited to and who chooses to participate in the Placing (a "Placee")) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

Allenby Capital is authorised and regulated by the FCA in the United Kingdom and is acting exclusively for the Company and no one else in connection with the Placing, and Allenby Capital will not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this announcement.

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 N+1 Singer or Allenby Capital 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.

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.

This announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events and the Company's future financial condition and performance. These statements, which sometimes use words such as "aim", "anticipate", "believe", "may", "will", "should", "intend", "plan", "assume", "estimate", "expect" (or the negative thereof) and words of similar meaning, reflect the Directors' current beliefs and expectations and involve known and unknown risks, uncertainties and assumptions, many of which are outside the Company's control and difficult to predict, that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. Any forward-looking statements made in this announcement by or on behalf of the Company speak only as of the date they are made. These forward-looking statements reflect the Company's judgment at the date of this announcement and are not intended to give any assurance as to future results. Except as required by the FCA, the London Stock Exchange, the AIM Rules or applicable law, the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any changes in the Company's expectations with regard thereto or any changes in events, conditions or circumstances on which any such statement is based.

Information to Distributors

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 ("MiFID II Delegated Directive"); and (c) local implementing measures, (including insofar as MiFID II and the MiFID II Delegated Directive constitute retained EU law (as defined in section 6(7) of the European Union (Withdrawal) Act 2018) in the United Kingdom) ("Retained MiFID Provisions") (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 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 the Retained MiFID Provisions; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II and the Retained MiFID Provisions (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, investors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or 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, only investors who have met the criteria of professional clients and eligible counterparties have been procured.  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 the Retained MiFID Provisions; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares.

APPENDIX - TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION FOR INVITED PLACEES ONLY REGARDING THE PLACING.

THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX AND THE INFORMATION CONTAINED HEREIN (TOGETHER 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, THE REPUBLIC OF IRELAND, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.  THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON STOCK EXCHANGE, NOR IS IT INTENDED THAT IT WILL BE SO APPROVED.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) IS FOR INFORMATION PURPOSES ONLY AND IS DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA") WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AND TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE (THE "EU PROSPECTUS REGULATION"); AND (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS AS DEFINED IN ARTICLE 2(E) OF REGULATION (EU) 2017/1129 WHICH FORMS PART OF DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "UK PROSPECTUS REGULATION") WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) (INVESTMENT PROFESSIONALS) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC.) OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

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

THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE PLACING SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  SUBJECT TO CERTAIN EXCEPTIONS AND AT THE SOLE DISCRETION OF THE COMPANY, THE PLACING SHARES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" WITHIN THE MEANING OF, AND IN ACCORDANCE WITH, REGULATION S UNDER THE SECURITIES ACT AND OTHERWISE IN ACCORDANCE WITH APPLICABLE LAWS.  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  NO MONEY, SECURITIES OR OTHER CONSIDERATION FROM ANY PERSON INSIDE THE UNITED STATES IS BEING SOLICITED AND, IF SENT IN RESPONSE TO THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT, WILL NOT BE ACCEPTED. 

EACH PLACEE SHOULD CONSULT WITH ITS ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN THE PLACING SHARES.  THE DISTRIBUTION OF THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS, AND ANY PERSON INTO WHOSE POSSESSION THIS ANNOUNCEMENT, ANY PART OF IT OR ANY INFORMATION CONTAINED IN IT COMES SHOULD INFORM THEMSELVES ABOUT, AND OBSERVE, SUCH RESTRICTIONS.

No action has been taken by the Company, Nplus1 Singer Capital Markets Limited (together with, and as the context requires, on behalf of its affiliates, "N+1 Singer"), Allenby Capital Limited ("Allenby Capital") or any of their respective affiliates, agents, directors, officers or employees that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such Placing Shares in any jurisdiction where action for that purpose is required. 

This announcement or any part of it does 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), Canada, the Republic of Ireland, Australia, the Republic of South Africa, Japan or any other jurisdiction in which the same would be unlawful.  No public offering of the Placing Shares is being made in any such jurisdiction.

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 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 Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement.  Any representation to the contrary is a criminal offence in the United States.  The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada, no prospectus has been lodged with, or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; the relevant clearances have not been, and will not be, obtained for the South Africa Reserve Bank or any other applicable body in the Republic of South Africa in relation to the Placing Shares and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or the Republic of South Africa.  Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction outside the United Kingdom.

Persons (including, without limitation, nominees and trustees) who have a contractual right or other legal obligations to forward a copy of this announcement should seek appropriate advice before taking any action.

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

By participating in the Placing, each Placee will be deemed to have read and understood this announcement in its entirety, to be participating, making an offer and acquiring Placing Shares on the terms and conditions contained herein and to be providing the representations, warranties, indemnities, acknowledgements and undertakings contained in this Appendix.

In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:

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

2                 in the case of a Relevant Person in the United Kingdom who acquires any Placing Shares pursuant to the Placing:

2.1             it is a Qualified Investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and

2.2             in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation:

2.2.1          the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in the United Kingdom other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer been given to the offer or resale; or

2.2.2          where Placing Shares have been acquired by it on behalf of persons in the United Kingdom other than Qualified Investors, the offer of those Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons; and

3              in the case of a Relevant Person in a member state of the EEA (each, a "Relevant Member State") who acquires any Placing Shares pursuant to the Placing:

3.1             it is a Qualified Investor within the meaning of Article 2(e) of the EU Prospectus Regulation;

3.2             in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the EU Prospectus Regulation:

3.2.1          the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of N+1 Singer and Allenby Capital  has been given to the offer or resale;

3.2.2          where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;

4              it is acquiring the Placing Shares for its own account or is acquiring the 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 this announcement;

5              it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Appendix; and

6              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 Placing Shares in offshore transactions as defined in and in accordance with Regulation S under the Securities Act.

No prospectus

No prospectus or other offering document has been or will be submitted to be approved by the FCA  in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this announcement and any information publicly announced through a Regulatory Information Service by or on behalf of the Company on or prior to the date of this announcement (the "Publicly Available Information") and subject to any further terms set forth in the form of confirmation to be sent to individual Placees.

Each Placee, by participating in the Placing, agrees that the content of this announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any information (other than the Publicly Available Information), representation, warranty or statement made by or on behalf of N+1 Singer, Allenby Capital, the Company or any other person and none of N+1 Singer, Allenby Capital or the Company or 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 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 Placing.  Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Details of the Placing Agreement and the Placing Shares

N+1 Singer (in its capacity as Nominated Adviser and joint broker to the Company) and Allenby Capital (in its capacity as joint broker to the Company, for the purposes of the Placing) have today entered into the Placing Agreement with the Company (further details of which are provided above)_under which, on the terms and subject to the conditions set out in the Placing Agreement, each of N+1 Singer and Allenby Capital, as agents for and on behalf of the Company, have each agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Issue Price. The Placing is not being underwritten by N+1 Singer, Allenby Capital or any other person. 

The Placing Shares will, when issued, be subject to the Articles and credited as fully paid and will rank pari passu in all respects 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 such Ordinary Shares after the date of issue of the Placing Shares.

Application for admission to trading

An application will be made to the London Stock Exchange for the First Placing Shares to be admitted to trading on AIM.

It is expected that First Admission will take place on or around 8:00 a.m. on 10 February 2021 (or such later date as the Company, N+1 Singer and Allenby Capital may agree in writing, in any event being not later than the Long Stop Date) and that dealings in the First Placing Shares on AIM will commence at the same time.

It is expected that investors who wish to hold their First Placing Shares in CREST will be credited with their First Placing Shares in CREST on or around 10 February 2021.

An application will be made to the London Stock Exchange for the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares to be admitted to trading on AIM.

It is expected that Second Admission will occur and dealings will commence in the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares subject, inter alia, to the passing of the Resolutions at the General Meeting. It is expected that Second Admission will become effective in respect of, and that dealings on AIM will commence in the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares on or around 15 February 2021 (or such later date as the Company, N+1 Singer and Allenby Capital may agree in writing, in any event being not later than the Long Stop Date).

It is expected that investors who wish to hold their Second Placing Shares in CREST will be credited with their Second Placing Shares in CREST on or around 15 February 2021.

Principal terms of the Placing

1              N+1 Singer is acting as nominated adviser and joint broker to the Placing, as agent for and on behalf of the Company.  N+1 Singer is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of N+1 Singer or for providing advice in relation to the matters described in this announcement. 

2              Allenby Capital is acting as joint broker to the Placing, as agent for and on behalf of the Company.  Allenby Capital is authorised and regulated in the United Kingdom by the FCA and is acting exclusively for the Company and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of Allenby Capital or for providing advice in relation to the matters described in this announcement.

3              Participation in the Placing will only be available to persons who may lawfully be, and are, invited by N+1 Singer or Allenby Capital to participate. N+1 Singer and Allenby Capital and any of their respective affiliates are entitled to participate in the Placing as principal.

4              The price per Placing Share (the "Issue Price") is fixed at 41 pence and is payable to N+1 Singer or Allenby Capital (as applicable) by all Placees (as agent of the Company in each case).

5              Each Placee's allocation is determined by N+1 Singer and Allenby Capital in their discretion following consultation with the Company and has been or will be confirmed orally by N+1 Singer or Allenby Capital and a form of confirmation will be dispatched as soon as possible thereafter. That oral confirmation will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of the Company and N+1 Singer or Allenby Capital (as applicable), under which it agrees to acquire the number of Placing Shares allocated to the Placee at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix and in accordance with the Articles. Except with N+1 Singer's or Allenby Capital's (as applicable) written consent, such commitment will not be capable of variation or revocation at and from the time at which it is submitted.

6              Each Placee's allocation and commitment will be evidenced by a form of confirmation issued to such Placee by N+1 Singer or Allenby Capital (as applicable). The terms of this Appendix will be deemed incorporated in that form of confirmation.

7              Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer or Allenby Capital (as applicable, as agent for the Company in either case), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares such Placee has agreed to acquire and the Company has agreed to allot and issue to that Placee.

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

9              All obligations of N+1 Singer and/or Allenby Capital under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing".

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

11           The First Placing and First Admission are not conditional on the Second Placing, or on Second Admission and it is therefore possible that the First Placing Shares will be allotted and issued and First Admission will become effective but the Second Placing Shares, the Subscription Shares and PrimaryBid Shares are not allotted and issued and Second Admission does not occur.

12           To the fullest extent permissible by law and applicable FCA rules, none of (a) N+1 Singer, (b) Allenby Capital, (c) any of N+1 Singer's or Allenby Capital's respective affiliates, agents, directors, officers, consultants, (d) to the extent not contained within (a) to (c), any person connected with N+1 Singer or Allenby Capital as defined in FSMA ((c) and (d) being together "affiliates" and individually an "affiliate" of N+1 Singer or Allenby Capital as applicable), (e) any person acting on behalf of N+1 Singer or Allenby Capital, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any other person whether acting on behalf of a Placee or otherwise.  In particular, none of N+1 Singer or Allenby Capital nor any of their respective affiliates shall have any liability (including, to the extent permissible by law, any fiduciary duties) in respect of their conduct of the Placing or of such alternative method of effecting the Placing as N+1 Singer, Allenby Capital and the Company may agree.

Registration and settlement

If Placees are allocated any Placing Shares in the Placing they will be sent a form of confirmation or electronic confirmation by N+1 Singer or Allenby Capital, as soon as reasonably possible after the closing of the bookbuilding process which will confirm the number of Placing Shares allocated to them (including whether such Placing Shares are First Placing Shares or Second Placing Shares or Subscription Shares), the Issue Price, the aggregate amount owed by them to N+1 Singer or Allenby Capital (as applicable) and 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 N+1 Singer or Allenby Capital (as applicable) in accordance with either the standing CREST or certificated settlement instructions which they have in place with N+1 Singer or Allenby Capital (as applicable).

Settlement of transactions in the Placing Shares (ISIN: GB00BFSSB742) following each of First Admission and Second Admission will take place within the CREST system, subject to certain exceptions.  Settlement through CREST is expected to take place in respect of First Placing Shares on 10 February 2021 unless otherwise notified by N+1 Singer or Allenby Capital (as applicable) and First Admission is expected to occur no later than 8:00 a.m. on 10 February 2021, and in respect of Second  Admission Shares on 15 February 2021 unless otherwise notified by N+1 Singer or Allenby Capital (as applicable) and Second Admission is expected to occur no later than 8:00 a.m. on 15 February 2021 unless otherwise notified by N+1 Singer or Allenby Capital (as applicable). First Admission and/or Second Admission and Settlement may occur at an earlier date, which if achievable, will be set out in the Circular. Settlement will be on a delivery versus payment basis.  However, in the event of any difficulties or delays in the admission of the Placing Shares to CREST or the use of CREST in relation to the Placing, the Company and N+1 Singer and/or Allenby Capital may agree that the Placing Shares should be issued in certificated form.  N+1 Singer and Allenby Capital reserve the right to require settlement for the Placing Shares, and to deliver the Placing Shares to Placees, by such other means as they deem necessary if delivery or settlement to Placees is not practicable within the CREST system or would not be consistent with regulatory requirements in a Placee's jurisdiction.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above, in respect of either CREST or certificated deliveries, at the rate of 2 percentage points above prevailing LIBOR as determined by N+1 Singer or Allenby Capital (as applicable).

Each Placee agrees that, if it does not comply with these obligations, N+1 Singer or Allenby Capital (as applicable) may sell, charge by way of security (to any funder of N+1 Singer or Allenby Capital (as applicable)) or otherwise deal with any or all of their Placing Shares on their behalf and retain from the proceeds, for N+1 Singer's or Allenby Capital's (as applicable) own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due and any costs and expenses properly incurred by N+1 Singer or Allenby Capital (as applicable) as a result of the Placee's failure to comply with its obligations.  The relevant Placee will, however, remain liable for any shortfall below the amount owed by it and for any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of their Placing Shares on their behalf. Legal and/or beneficial title in and to any Placing Shares shall not pass to the relevant Placee until such time as it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees must ensure that, upon receipt, the conditional form of confirmation is copied and delivered immediately to the relevant person within that organisation.  Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to United Kingdom stamp duty or stamp duty reserve tax.  Placees will not be entitled to receive any fee or commission in connection with the Placing.

Conditions of the Placing

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

The obligations of N+1 Singer and Allenby Capital under the Placing Agreement are, and the Placing is, conditional upon, inter alia:

(a)           insofar as the Placing relates to Second Placing Shares (but not, for the avoidance of doubt, First Placing Shares) the passing of the Resolutions to approve the Placing (without amendment, other than amendments approved by N+1 Singer and Allenby Capital in advance) at the General Meeting (or any adjournment thereof);

(b)           each of the warranties contained in the Placing Agreement being true, accurate and not misleading, insofar as the condition relates to the First Placing Shares at First Admission and insofar as the condition relates to Second Placing Shares, at Second Admission;

(c)           the Company having complied in all material respects with its obligations and having satisfied the conditions under the Placing Agreement which fall to be performed or satisfied prior to First Admission (insofar as the condition relates to the First Placing Shares) and Second Admission (insofar as the condition relates to the Second Placing Shares);

(d)           the Placing Agreement not having been terminated by N+1 Singer or Allenby Capital in accordance with its terms insofar as the condition relates to the First Placing Shares by First Admission, and insofar as the condition relates to Second Placing Shares, by Second Admission; and

(e)           First Admission occurring by not later than 8.00 a.m. on 10 February 2021 and Second Admission occurring by not later than 8.00 a.m. on 15 February 2021 (or in each case such later date as the Company, N+1 Singer and Allenby Capital may agree in writing, in any event being not later than the Long Stop Date),

(all conditions to the obligations of N+1 Singer and Allenby Capital included in the Placing Agreement being together, the "conditions").

If any of the conditions set out in the Placing Agreement are not fulfilled or, where permitted, waived in accordance with the Placing Agreement within the stated time periods (or such later time and/or date as the Company, N+1 Singer and Allenby Capital may agree, provided that the time for satisfaction of the condition set out in (e) above shall not be extended beyond the Long Stop Date), or the Placing Agreement is terminated in accordance with its terms, the Placing will lapse and the Placee's rights and obligations shall cease and terminate at such time, save to the extent that a Placee has received First Placing Shares and First Admission has occurred, in which case the rights and obligations of the Placee in respect of the First Placing Shares shall survive such termination, and each Placee agrees that no claim can be made by or on behalf of the Placee (or any person on whose behalf the Placee is acting) in respect thereof.

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

Certain conditions may be waived in whole or in part by N+1 Singer and Allenby Capital (acting together), in their absolute discretion by notice in writing to the Company, N+1 Singer and Allenby Capital may also agree in writing with the Company to extend the time for satisfaction of any condition. Any such extension or waiver will not affect Placees' commitments as set out in this announcement.

N+1 Singer or Allenby Capital may terminate the Placing Agreement in certain circumstances, details of which are set out below.

None of N+1 Singer, Allenby Capital or the Company nor any of their respective affiliates, agents, directors, officers, 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 any of them may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision any of them may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of N+1 Singer and/or Allenby Capital

On the assumption that the conditions set out in the Placing Agreement are satisfied (or waived) and that the Placing Agreement does not lapse and is not terminated in accordance with its terms, each Placee will be required to pay to N+1 Singer or Allenby Capital (as applicable), on the Company's behalf in either case, the Issue Price for each Placing Share agreed to be acquired by it under the Placing in accordance with the terms set out herein.

Each Placee's obligation to acquire and pay for Placing Shares under the Placing will be owed to the Company and either N+1 Singer and/or Allenby Capital. Each Placee has an immediate, separate, irrevocable and binding obligation, owed to N+1 Singer or to Allenby Capital (as applicable), to pay to it (or as it may direct) in cleared funds an amount equal to the product of the Issue Price and the number of Placing Shares that such Placee has agreed to subscribe.

Termination of the Placing

N+1 Singer or Allenby Capital may terminate the Placing Agreement, in accordance with its terms, at any time prior to Second Admission (including, for the avoidance of doubt, after First Admission) if, inter alia:

1              any of the warranties and undertakings in the Placing Agreement were untrue or inaccurate in any respect which N+1 Singer and/or Allenby Capital consider to be material in the context of the Placing; or

2              the Company fails to comply with its obligations under the Placing Agreement or the terms of the Placing, which N+1 Singer and/or Allenby Capital consider to be material in the context of the Placing; or

3              any statement contained in the Issue Documents is or has become untrue, inaccurate or misleading or any matter has arisen which would constitute a material omission from the Issue Document which N+1 Singer and/or Allenby Capital consider to be material in the context of the Placing; or

4              in the reasonable opinion of N+1 Singer and/or Allenby Capital, any material adverse change has occurred in the condition, earnings, business affairs or business prospects of the Company and its group.

If the Placing Agreement is terminated in accordance with its terms, the rights and obligations of each Placee in respect of the Placing as described in this announcement shall cease and terminate at such time and no claim can be made by any Placee in respect thereof, save to the extent that a Placee has received First Placing Shares and First Admission has occurred, in which case the rights and obligations of the Placee in respect of the First Placing Shares shall survive such termination.

By participating in the Placing, each Placee agrees with the Company, N+1 Singer and Allenby Capital that the exercise by the Company, N+1 Singer or Allenby Capital of any right of termination or any other right or other discretion under the Placing Agreement shall be within the absolute discretion of the Company, N+1 Singer or Allenby Capital and that none of the Company, N+1 Singer or Allenby Capital need make any reference to such Placee and that none of N+1 Singer, Allenby Capital or the Company, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

By participating in the Placing, each Placee agrees that its rights and obligations terminate only in the circumstances described above and under the "Conditions of the Placing" section above and will not be capable of rescission or termination by it after the issue by N+1 Singer or Allenby Capital (as applicable) of a form of confirmation confirming each Placee's allocation and commitment in the Placing.

Representations, warranties and further terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably represents, warrants, acknowledges, undertakes and agrees (for itself and for any such prospective Placee) that in each case as a fundamental term of such Placee's application for Placing Shares (save where N+1 Singer and Allenby Capital expressly agree in writing to the contrary):

1              it has read and understood this announcement in its entirety (including the Appendix) and that its acquisition of the Placing Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and that it has not relied on, and will not rely on, any information given or any representations, warranties or statements made at any time by any person in connection with First Admission, Second Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this announcement and the Publicly Available Information;

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

3              it has not received a prospectus or other offering document in connection with the Placing and acknowledges that no prospectus or other offering document: (a) is required under the UK Prospectus Regulation; and (b) has been or will be prepared in connection with the Placing;

4              the Ordinary Shares are admitted to trading on AIM, and that the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR"), which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

5              it has made its own assessment of the Placing Shares and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and none of N+1 Singer, Allenby Capital 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, and will not provide, it with any material regarding the Placing Shares or the Company or any other person other than the information in this announcement, or the Publicly Available Information; nor has it requested of any of N+1 Singer, Allenby Capital, 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;

6              none of N+1 Singer or Allenby Capital or any person acting on behalf of either of them or any of their respective affiliates, agents, directors, officers or employees has or shall have any liability for any Publicly Available Information, or any representation relating to the Company, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

7              the only information on which it is entitled to rely on and on which it has relied in committing to subscribe for the Placing Shares is contained in the Publicly Available Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and it has made its own assessment of the Company, the Placing Shares and the terms of the Placing based on Publicly Available Information; (b) none of N+1 Singer, Allenby Capital or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Publicly Available Information; (c) it has conducted its own investigation of the Company, the Placing and the Placing Shares, satisfied itself that the information is still current and relied on that investigation for the purposes of its decision to participate in the Placing; and (d) has not relied on any investigation that N+1 Singer or Allenby Capital or any person acting on behalf of either of them may have conducted with respect to the Company, the Placing or the Placing Shares;

8              the content of this announcement and the Publicly Available Information has been prepared by and is exclusively the responsibility of the Company and that neither N+1 Singer nor Allenby Capital nor any persons acting on behalf of either of them is responsible for or has or shall have any liability for any information, representation, warranty or statement relating to the Company contained in this announcement or the Publicly Available Information nor will they be liable for any Placee's decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement, the Publicly Available Information or otherwise.  Nothing in this Appendix shall exclude any liability of any person for fraudulent misrepresentation;

9              the Placing Shares have not been registered or otherwise qualified, and will not be registered or otherwise qualified, for offer and sale nor will a prospectus be cleared or approved in respect of any of the Placing Shares under the securities laws of the United States, or any state or other jurisdiction of the United States, the Republic of Ireland, Australia, Canada, Republic of South Africa or Japan and, subject to certain exceptions, may not be offered, sold, taken up, renounced or delivered or transferred, directly or indirectly, within the United States, the Republic of  Ireland, Australia, Canada, South Africa or Japan or in any country or jurisdiction where any such action for that purpose is required;

10           it and/or each person on whose behalf it is participating:

10.1        is entitled to acquire Placing Shares pursuant to the Placing under the laws and regulations of all relevant jurisdictions;

10.2        has fully observed such laws and regulations;

10.3        has capacity and authority and is entitled to enter into and perform its obligations as an acquirer of Placing Shares and will honour such obligations;

10.4        has obtained all necessary consents and authorities (including, without limitation, in the case of a person acting on behalf of a Placee, all necessary consents and authorities to agree to the terms set out or referred to in this Appendix) under those laws or otherwise and complied with all necessary formalities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares; and

10.5        has not taken any action which will or may result in the Company, N+1 Singer or Allenby Capital or any of their respective directors, officers, employees or agents acting in breach of any regulatory or legal requirements of any territory in connection with the Placing or its acceptance of Placing Shares;

11           it was not located in the United States at the time the buy order was originated and it represents that no directed selling efforts (as defined in Regulation S under the Securities Act) were made in connection with the Placing;

12           it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, or subject to the laws of, Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of Australia, Canada, Japan, the Republic of Ireland, the Republic of South Africa or any state or other jurisdiction of the United States and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions;

13           the Placing Shares have not been, and will not be, registered under the Securities Act and may not be offered, sold or resold in or into or from the United States except pursuant to an effective registration under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with applicable state securities laws; and no representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

14           it and the beneficial owner of the Placing Shares is, and at the time the Placing Shares are acquired will be, outside the United States and acquiring the Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act;

15           it (and any account for which it is purchasing) is not acquiring the Placing Shares with a view to any offer, sale or distribution thereof within the meaning of the Securities Act;

16           it will not distribute, forward, transfer or otherwise transmit this announcement or any part of it, or any other presentational or other materials concerning the Placing in or into or from the United States (including electronic copies thereof) to any person, and it has not distributed, forwarded, transferred or otherwise transmitted any such materials to any person;

17           if required by applicable securities laws or as otherwise reasonably requested by the Company, the Placee will execute, deliver and file and otherwise assist the Company in filing reports, questionnaires, undertakings and other documents with respect to the issue of the Placing Shares;

18           none of N+1 Singer or Allenby Capital or their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of N+1 Singer or Allenby Capital and neither N+1 Singer nor Allenby Capital has any duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

19           it has the funds available to pay for the Placing Shares for which it has agreed to subscribe and acknowledges and agrees that it will make payment to N+1 Singer or Allenby Capital (as applicable) for the Placing Shares allocated to it in accordance with the terms and conditions of this announcement on the due times and dates set out in this announcement, failing which the relevant Placing Shares may be placed with others on such terms as N+1 Singer or Allenby Capital (as applicable) may, in either case, in their absolute discretion determine without liability to the Placee and it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this announcement) which may arise upon the sale of such Placee's Placing Shares on its behalf;

20           no action has been or will be taken by any of the Company, N+1 Singer, Allenby Capital or any person acting on their behalf that would, or is intended to, permit a public offer of the Placing Shares in the United States or in any country or jurisdiction where any such action for that purpose is required;

21           the person who it specifies for registration as holder of the Placing Shares will be: (a) the Placee; or (b) a nominee of the Placee, as the case may be.  None of N+1 Singer, Allenby Capital or the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to acquire Placing Shares pursuant to the Placing and agrees to pay the Company and either N+1 Singer or Allenby Capital  (as applicable) in respect of the same (including any interest or penalties) on the basis that the Placing Shares will be allotted to a CREST stock account of N+1 Singer or Allenby Capital (as applicable) or transferred to a CREST stock account of N+1 Singer or Allenby Capital (as applicable) who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

22           it is acting as principal only in respect of the Placing or, if it is acting for any other person, (a) it is duly authorised to do so and has full power to make the acknowledgments, representations and agreements herein on behalf of each such person and (b) it is and will remain liable to the Company and either N+1 Singer or Allenby Capital (as applicable) for the performance of all its obligations as a Placee in respect of the Placing (regardless of the fact that it is acting for another person);

23           the allocation, allotment, issue and delivery to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a stamp duty or stamp duty reserve tax liability under (or at a rate determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depository receipts and clearance services) and that it is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

24           it and any person acting on its behalf (if within the United Kingdom) falls within Article 19(5) and/or 49(2) of the Order and undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

25           it will not make an offer to the public of the Placing Shares and it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the EEA except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise than in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA or an offer to the public in any other member state of the EEA within the meaning of the UK Prospectus Regulation, or an offer to the public in any Relevant State within the meaning of the EU Prospectus Regulation;

26           if it is within the United Kingdom, it is a Qualified Investor as defined in Article 2(e) of the UK Prospectus Regulation and if it is within a Relevant State, it is a Qualified Investor as defined in Article 2(e) of the EU Prospectus Regulation;

27           it has only communicated or caused to be communicated and it will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to Placing Shares in circumstances in which section 21(1) of the FSMA does not require approval of the communication by an authorised person and it acknowledges that this announcement is not being issued by N+1 Singer or Allenby Capital as an authorised person under section 21 of FSMA and therefore is not subject to the same controls applicable to a financial promotion made by an authorised person;

28           it has complied and it will comply with all applicable laws with respect to anything done by it or on its behalf in relation to the Placing Shares (including all relevant provisions of the FSMA and the UK MAR in respect of anything done in, from or otherwise involving the United Kingdom);

29           if it is a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation (including any relevant implementing measure in any member state), the Placing Shares acquired by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a member state of the EEA other than Qualified Investors, or in circumstances in which the express prior written consent of N+1 Singer or Allenby Capital (as applicable) has been given to the offer or resale;

30           it has neither received nor relied on any confidential price sensitive information about the Company in accepting this invitation to participate in the Placing;

31           if it has received any confidential price sensitive information about the Company in advance of the Placing, it has not (i) dealt in the securities of the Company, (ii) encouraged or required another person to deal in the securities of the Company, or (iii) disclosed such information to any person, prior to the information being made publicly available;

32           neither N+1 Singer nor Allenby Capital, nor any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

33           none of N+1 Singer, Allenby Capital or the Company, or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of N+1 Singer, Allenby Capital, the Company or their respective affiliates, agents, directors, officers or employees is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing nor providing advice in relation to the Placing nor in respect of any representations, warranties, acknowledgements, agreements, undertakings, or indemnities contained in the Placing Agreement nor the exercise or performance of N+1 Singer's and/or Allenby Capital's rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

34           acknowledges and accepts that N+1 Singer and/or Allenby Capital may, in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Placing Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise and, except as required by applicable law or regulation, neither N+1 Singer nor Allenby Capital will make any public disclosure in relation to such transactions;

35           N+1 Singer and/or Allenby Capital and each of their respective affiliates, each acting as an investor for its or their own account(s), may bid or subscribe for and/or purchase Placing Shares and, in that capacity, may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by N+1 Singer or Allenby Capital and/or any of their respective affiliates, acting as an investor for its or their own account(s). None of N+1 Singer, Allenby Capital or the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

36           it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 (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;

37           it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, FSMA, the UK MAR and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

38           in order to ensure compliance with the Money Laundering Regulations 2017, N+1 Singer and/or Allenby Capital (in either case for themselves and as agents on behalf of the Company) or the Registrar may, in their absolute discretion, require verification of its identity. Pending the provision to N+1 Singer, Allenby Capital or the Registrar, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at N+1 Singer's or Allenby Capital's (as applicable) absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form may be delayed at N+1 Singer's, Allenby Capital's or the Registrar, as the case may be, absolute discretion. If within a reasonable time after a request for verification of identity N+1 Singer and/or Allenby Capital (in either case for themselves and as agent on behalf of the Company) or the Registrar have not received evidence satisfactory to them, N+1 Singer and/or Allenby Capital and/or the Company may, at their absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

39           acknowledges that its commitment to acquire Placing Shares on the terms set out in this announcement and in the form of confirmation will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, N+1 Singer's or Allenby Capital's conduct of the Placing;

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

41           it irrevocably appoints any duly authorised officer of N+1 Singer or Allenby Capital (as applicable) as its agent for the purpose of executing and delivering to the Company and/or its Registrar any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this announcement;

42           the Company, N+1 Singer, Allenby Capital and others (including each of their respective affiliates, agents, directors, officers or employees) will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and agreements, which are given to each of N+1 Singer and Allenby Capital, on their own behalf and on behalf of the Company and are irrevocable;

43           if it is acquiring the Placing Shares as a fiduciary or agent for one or more investor accounts, it has full power and authority to make, and does make, the foregoing representations, warranties, acknowledgements, agreements and undertakings on behalf of each such accounts;

44           time is of the essence as regards its obligations under this Appendix;

45           any document that is to be sent to it in connection with the Placing will be sent at its risk and may be sent to it at any address provided by it to N+1 Singer or Allenby Capital;

46           the Placing Shares will be issued subject to the terms and conditions of this Appendix;

47           acknowledges that the basis of allocation will be determined by N+1 Singer and Allenby Capital (after consultation with the Company) at their absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing;

48           acknowledges and agrees that the First Placing and First Admission are not conditional on the Second Placing or on Second Admission and it is therefore possible that the First Placing Shares will be allotted and issued and First Admission will become effective but the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares are not allotted and issued and Second Admission does not occur; and

49           these terms and conditions in this Appendix and all documents into which this Appendix is incorporated by reference or otherwise validly forms a part and/or any agreements entered into pursuant to these terms and conditions and all agreements to acquire shares pursuant to the Placing will be governed by and construed in accordance with English law and it submits to the exclusive jurisdiction of the English courts in relation to any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, N+1 Singer or Allenby Capital in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange.

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) agrees to indemnify and hold the Company, N+1 Singer, Allenby Capital and each of their respective affiliates, agents, directors, officers and employees 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 given by the Placee (and any person acting on such Placee's behalf) in this Appendix or incurred by N+1 Singer, Allenby Capital or the Company or each of their respective affiliates, agents, directors, officers or employees arising from the performance of the Placee's obligations as set out in this announcement, and further agrees that the provisions of this Appendix shall survive after the completion of the Placing.

The agreement to allot and issue Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the United Kingdom relates only to their allotment and issue to Placees, or such persons as they nominate as their agents, direct by the Company.  Such agreement assumes that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service.  If there are any such arrangements, or the settlement related to any other dealings in the Placing Shares, stamp duty or stamp duty reserve tax may be payable.  In that event, the Placee agrees that it shall be responsible for such stamp duty or stamp duty reserve tax and none of the Company, N+1 Singer or Allenby Capital shall be responsible for such stamp duty or stamp duty reserve tax.  If this is the case, each Placee should seek its own advice and they should notify N+1 Singer or Allenby Capital (as applicable) accordingly.  In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares and each Placee, or the Placee's nominee, in respect of whom (or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such non-United Kingdom stamp, registration, documentary, transfer or similar taxes or duties undertakes to pay such taxes and duties, including any interest and penalties (if applicable), forthwith and to indemnify on an after-tax basis and to hold harmless the Company, N+1 Singer and Allenby Capital in the event that either the Company and/or N+1 Singer and/or Allenby Capital has incurred any such liability to such taxes or duties.

The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to N+1 Singer and to Allenby Capital in either case for itself and on behalf of the Company and are irrevocable.

Each Placee and any person acting on behalf of the Placee acknowledges that neither N+1 Singer nor Allenby Capital owes any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings, acknowledgements, agreements or indemnities in the Placing Agreement.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that N+1 Singer and/or Allenby Capital may (in either case at their absolute discretion) satisfy their obligations to procure Placees by itself agreeing to become a Placee in respect of some or all of the Placing Shares or by nominating any connected or associated person to do so.

When a Placee or any person acting on behalf of the Placee is dealing with N+1 Singer or Allenby Capital, any money held in an account with N+1 Singer or Allenby Capital on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the relevant rules and regulations of the FCA made under FSMA.  Each Placee acknowledges that the money will not be subject to the protections conferred by the client money rules: as a consequence this money will not be segregated from N+1 Singer's money or Allenby Capital's money (as applicable) in accordance with the client money rules and will be held by it under a banking relationship and not as trustee.

References to time in this announcement are to London time, unless otherwise stated.

All times and dates in this announcement may be subject to amendment. 

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

The 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 independent financial adviser.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the London Stock Exchange.

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.

DEFINITIONS

"CREST"                                                             the relevant system (as defined in the CREST Regulations) in respect of which Euroclear is the Operator (as defined in the CREST Regulations)

"CREST Member"                                            a person who has been admitted to Euroclear as a system-member (as defined in the CREST Regulations)

"CREST Regulations"                                       The Uncertificated Securities Regulations 2001 (SI 2001/3755) (as amended)

"EU"                                                                   the European Union

"Euroclear"                                                       Euroclear UK & Ireland Limited, the operator of CREST

"Existing Ordinary Shares"                            the 49,704,292 Ordinary Shares of 2 pence each in issue at the date of this document, all of which are admitted to trading on AIM and being the entire issued ordinary share capital of the Company

"First Admission"                                            the admission of the First Placing Shares to trading on AIM becoming effective in accordance with the AIM Rules

"First Placing"                                                  the conditional placing of the First Placing Shares at the Issue Price pursuant to the Placing Agreement

"First Placing Shares"                                     New Ordinary Shares to be issued in connection with the First Placing

"General Meeting"                                         the general meeting of the Company to be convened by notice of General Meeting contained in the Circular at 11:00 a.m. on 12 February 2021, or any adjournment thereof

"ISIN"                                                                International Securities Identification Number

"Long Stop Date"                                            means 8.00 a.m. on 15 March 2021

"Money Laundering Regulations"                the Money Laundering Regulations 2017, the money laundering provisions of the Criminal Justice Act 1993, Part VIII of FSMA (together with the provisions of the Money Laundering Sourcebook of the FCA and the manual of guidance produced by the Joint Money Laundering Steering Group in relation to financial sector firms), the Terrorism Act 2000, the Anti Terrorism Crime and Security Act 2001, the Proceeds of Crime Act 2002 and the Terrorism Act 2006

"Notice of General Meeting"                        the notice of the General Meeting to be circulated to Shareholders in due course

"Ordinary Shares"                                           ordinary shares of two pence each in the capital of the Company

"Placing Agreement"                                      the agreement between the Company, N+1 Singer and Allenby Capital dated 26 January 2021 in connection with the Placing

"Registrar"                                                        Link Asset Services (UK) Limited of The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU

"Second Admission"                                       the admission of the Second Placing Shares, the Subscription Shares and the PrimaryBid Shares to trading on AIM becoming effective in accordance with the AIM Rules

 "Second Placing"                                            the proposed placing by N+1 Singer and Allenby Capital, as agents to the Company, of the Second Placing Shares at the Issue Price on a non pre-emptive basis, on the terms and conditions set out in the Placing Agreement. 

"Second Placing Shares"                                10,451,371 Ordinary Shares of 2 pence to be allotted and issued to new and existing institutional investors by the Company, pursuant to the Second Placing

"Shareholders"                                                holders of Ordinary Shares

"Subscription Shares"                                     means the ordinary shares of two pence each to be issued to the certain Directors of the Company and one of the Company's existing shareholders, pursuant to the Subscription Letters

"UK MAR"                                                        the Market Abuse Regulation (EU Regulation No. 596/2014 which forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018)