Falcon Oil & Gas Ltd. Correction To Headline: Falcon Oil & Gas Ltd. - Proposed Placing

 
TIDMFOG 
 
 
   SHYTHIS ANNOUNCEMENT (INCLUDING THE APPIX) AND THE INFORMATION 
CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR 
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, BY ANY MEANS 
OR MEDIA, IN OR INTO OR FROM THE UNITED STATES (OR TO ANY US PERSONS), 
AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA, OR ANY 
OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD 
BE UNLAWFUL. 
 
   THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT ITSELF 
CONSTITUTE A PROSPECTUS OR OFFERING MEMORANDUM NOR DOES IT CONSTITUTE AN 
ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES OR EURONEXT 
GROWTH RULES OR FORM PART OF ANY OFFER, RECOMMATION, INVITATION TO 
SELL OR ISSUE, OR ANY SOLICITATION OF ANY OFFER TO PURCHASE OR SUBSCRIBE 
FOR, ANY SECURITIES IN THE CAPITAL OF THE COMPANY. ACCORDINGLY, THIS 
ANNOUNCEMENT HAS NOT BEEN APPROVED BY OR FILED WITH THE FCA OR CBI AND 
NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHOULD FORM 
THE BASIS OR, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT 
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 
RECOMMATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY 
SUCH SECURITIES. 
 
   THE INFORMATION COMMUNICATED IN THIS ANNOUNCEMENT CONTAINS INSIDE 
INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION 
(EU) NO.596/2014. ("MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN 
MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED IN THIS 
ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH 
INSIDE INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS 
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE 
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH 
PERSONS SHALL THEREFORE CEASE TO BE IN POSSESSION OF INSIDE INFORMATION. 
 
   17 May 2019 
 
   Falcon Oil & Gas Ltd 
 
   Proposed Placing 
 
   Falcon Oil & Gas Ltd ("Falcon" or the "Company") (AIM: FOG, Euronext 
Growth: FAC, TSXV: FO.V), the international oil and gas company engaged 
in the exploration and development of unconventional oil and gas assets, 
is pleased to announce a proposed placing of new Common Shares of the 
Company (the "Placing Shares")  at a price of 14p per Placing Share (the 
"Placing Price") in order to raise gross proceeds of up to US$10 million 
(c.GBP7.76 million) (the "Placing") by way of a conditional placing of 
the Placing Shares with institutional investors. 
 
   The net proceeds of the Placing will primarily be used to fund Falcon's 
share of estimated capital expenditure in respect of the drilling and 
hydraulic fracture stimulation of four horizontal wells in the Beetaloo 
Sub-basin, Australia (further details of which are provided below). 
 
   The Placing is being conducted through a bookbuilding process (the 
"Bookbuild") which is being managed by J&E Davy ("Davy"), RBC Capital 
Markets ("RBC") and Cenkos Securities plc ("Cenkos" and together with 
Davy and RBC, the "Joint Bookrunners") and will open immediately 
following the release of this Announcement and will be made available to 
eligible institutional investors. Davy is also acting as nominated 
adviser (for the purpose of the AIM Rules for Companies) and Euronext 
Growth advisor (for the purpose of the Euronext Growth Rules) to the 
Company in connection with the Placing. 
 
   Company Background 
 
   Falcon is an international oil and gas company focused on the 
exploration and appraisal of unconventional oil and gas assets. Its 
corporate strategy is to explore unconventional oil and gas basins; 
following successful exploration, continue with appraisal programs to 
determine commercialisation options; and subsequently monetise assets 
prior to production. 
 
   Falcon Australia owns 30% of three exploration permits in the Beetaloo 
Sub-basin, located in the Northern Territory of Australia (the 
"Beetaloo") being EP76, EP98, EP117 (the "Beetaloo Exploration Permits") 
which represent total gross acreage of 4.6 million, or 1.4 million acres 
net to Falcon Australia's 30% participating interest. In 2014, Falcon 
Australia farmed-out 35% of its participating interest in the Beetaloo 
Exploration Permits to a subsidiary of Origin Energy Limited, and 35% of 
its interest in the Beetaloo Exploration Permits to Sasol Petroleum 
Australia Limited ("Sasol"), a subsidiary of Sasol Limited, pursuant to 
the terms of a farm out agreement ("Farm-out Agreement"), in a deal 
worth A$200 million (c.US$143 million). Following certain further 
transfers of interest, Origin Energy B2 Pty Ltd. ("Origin") now holds a 
70% participating interest in, and is the operator of, the Beetaloo 
Exploration Permits (the "Operator") under a joint venture with Falcon 
Australia, which holds the remaining 30% participating interest 
(together, the "JV"). 
 
   To date, the JV has drilled four wells under the stage 1 work program 
set out in the Farm-out Agreement ("Stage 1"), which resulted in the 
discovery of 6.6 TCF of 2C gross contingent resource estimate (1.94 TCF 
net to Falcon). A 57 day extended well test resulted in cumulative 
production of 63 MMscf and variable gas rates ranged between 0.8-1.2 
MMscf/d. 
 
   The JV has agreed to evaluate the potential of the liquids-rich gas 
fairways in both the Kyalla and the Velkerri shale plays as part of the 
stage 2 work program set out in the Farm-out Agreement ("Stage 2"). 
Exploration and appraisal activities targeted to commence in mid-2019 
under Stage 2 include the drilling and hydraulic fracture stimulation of 
two horizontal wells: 
 
 
   1. Kyalla shale and hybrid liquids rich gas play -- one of the identified 
      three source rock and two hybrid target intervals in the Kyalla formation, 
      with estimated liquid yields in the range of 15-60 bbl/MMscf. The Kyalla 
      formation prospective areas, which are confined to the Beetaloo 
      Exploration Permits, are expected to have a cost advantage over the 
      Velkerri formation prospective areas given they are shallower and are 
      likely to contain liquids rich gas that could also improve expected 
      economics. 
 
   2. Velkerri shale liquids rich gas play -- a liquids rich gas play fairway 
      along the northern and south-eastern flanks of the Beetaloo Exploration 
      Permits, at 1,200-2,000mTVD, with regional gas composition and maturity 
      data indicating condensate to gas ratio at an estimated 5-40 bbl/MMscf. 
      Indications are that porosity and permeability are higher in these areas 
      and there is an increased potential for a stacked liquids rich target. 
 
 
   Exploration and appraisal activities targeted to commence in 2020 under 
the stage 3 work program under the Farm-out Agreement ("Stage 3") 
include the drilling and hydraulic fracture stimulation of a further two 
horizontal wells targeting one or more of the three plays: 
 
 
   1. Velkerri B shale gas play 
 
   2. Kyalla shale and hybrid liquids rich gas plays 
 
   3. Velkerri shale liquids rich gas play 
 
 
   Reasons for the Placing 
 
   The estimated gross capex for Stage 2 and Stage 3 is c.US$130 million. 
Under the terms of the Farm-out Agreement, Falcon Australia is carried 
for up to c.A$113 million (US$80 million) for the costs of Stage 2 and 
Stage 3, equating to c.US$24 million net benefit to Falcon, with 
Falcon's net cash contribution estimated at US$15 million, before 
contingency. 
 
   Falcon's net cash contribution to the first c.US$100 million of gross 
capex for Stage 2 and Stage 3 is estimated at c.US$5.5 million, before 
contingency.  The Company will use the net proceeds of the Placing, 
together with its existing cash resources of c.US$6 million, principally 
to fund its net contribution to estimated capex under Stage 2 and Stage 
3 and G&A expenses. 
 
   Details of the Placing 
 
   The Placing will be managed on the Company's behalf by the Joint 
Bookrunners in accordance with the terms and conditions set out in 
Appendix to this Announcement. The Placing is not being underwritten by 
the Joint Bookrunners. The Company reserves the right to issue and sell 
a lesser number of Common Shares through the Placing and to settle 
certain of the Placing Shares by way of a direct subscription with the 
Company. The Placing will be conducted in accordance with the terms and 
conditions set out in the Appendix. The Bookbuild, to determine demand 
for participation in the Placing, will commence with immediate effect 
following the release of this Announcement and is expected to close no 
later than 6.30 p.m. UK time on 17 May 2019. However, the timing of the 
closing of the Bookbuild is at the absolute discretion of the Joint 
Bookrunners. The Joint Bookrunners and the Company reserve the right to 
close the Bookbuild earlier or later, without further notice. 
 
   The number of Placing Shares and allocations will be determined by the 
Company and Joint Bookrunners following the close of the Bookbuild.  The 
Placing Shares will, when issued, be credited as fully paid and will 
rank equally in all respects with the existing Common Shares, including 
the right to receive all dividends and other distributions declared, 
made or paid in respect of such Common Shares after the date of issue of 
the Placing Shares. 
 
   As detailed in the Appendix, the Placing is conditional upon, inter alia, 
Admission becoming effective and the Placing Agreement not being 
terminated prior to Admission. 
 
   It is expected that Admission will become effective and that dealings in 
the Placing Shares will commence on 22 May 2019. 
 
   This Announcement should be read in its entirety. In particular, your 
attention is drawn to the "Important Information" section of this 
Announcement and to the detailed terms and conditions of the Placing and 
further information relating to the Bookbuild described in the Appendix. 
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 an offer on the terms and 
subject to the conditions in it, and to be providing the representations, 
warranties, acknowledgements and undertakings contained in the Appendix. 
 
   Market Abuse Regulation 
 
   This Announcement contains inside information for the purposes of 
Article 7 of MAR. Market soundings, as defined in MAR, were taken in 
respect of the Placing, with the result that certain persons became 
aware of inside information, as permitted by MAR. That inside 
information is set out in this Announcement and has been disclosed as 
soon as possible in accordance with paragraph 7 of Article 17 of MAR. 
Therefore, those persons that received inside information in a market 
sounding are no longer in possession of inside information relating to 
the Company and its securities. The person responsible for arranging the 
release of this announcement on behalf of Falcon is Anne Flynn. 
 
   For further information on the Announcement, please contact: 
 
   Falcon Oil & Gas Ltd                                                                           [phone] 
 
 
   Phillip O'Quigley 
 
   Anne Flynn 
 
   Davy (Joint Bookrunner, Nominated Adviser 
 
   and Euronext Growth Advisor)                                                           [phone] 
 
 
   John Frain 
 
   Ronan Veale 
 
   Barry Murphy 
 
   RBC (Joint Bookrunner)                                                                      [phone] 
 
 
   Matthew Coakes 
 
   Martin Copeland 
 
   Duncan Smith 
 
   Jack Wood 
 
   Cenkos (Joint Bookrunner)                                                                 [phone] 
 
 
   Joe Nally 
 
   Neil McDonald 
 
   Derrick Lee 
 
   Capitalised terms used but not defined in the text of this Announcement 
shall have the meanings given to such terms in the sections headed 
'Definitions' and 'Glossary' below. 
 
   About Falcon Oil & Gas Ltd 
 
   Falcon is an international oil and gas company engaged in the 
exploration and development of unconventional oil and gas assets, with 
the current portfolio focused in Australia, South Africa and Hungary. 
Falcon is incorporated in British Columbia, Canada and headquartered in 
Dublin, Ireland with a technical team based in Budapest, Hungary. 
 
   Falcon is listed on AIM, Euronext Growth and the TSX Venture Exchange 
Market. 
 
   Competent Person's Statement 
 
   In accordance with the guidelines of AIM, Dr. Gábor Bada, Falcon 
Oil & Gas Ltd's Head of Technical Operations, who holds a geology degree 
from the Eötvös L. University in Budapest, Hungary and a PhD 
from the Vrije Universiteit Amsterdam, the Netherlands, and is a member 
of the American Association of Petroleum Geologists, meets the criteria 
of qualified person under the AIM guidance note for mining and oil and 
gas companies, has reviewed and approved the technical information 
contained in this Announcement. 
 
   Neither TSX Venture Exchange nor its Regulation Services Provider (as 
that term is defined in the policies of the TSX Venture Exchange) 
accepts responsibility for the adequacy or accuracy of this release. 
 
   IMPORTANT INFORMATION 
 
   Davy, who is authorised and regulated in Ireland by the CBI, is acting 
as the Company's nominated adviser (pursuant to the AIM Rules for 
Nominated Advisers), Euronext Growth adviser (pursuant to the Euronext 
Growth Rules) and joint bookrunner to the Company. Davy is acting 
exclusively to the Company in connection with the Placing and no other 
person in connection with the Placing. Davy will not regard any other 
person as its customer or be responsible to any other person for 
providing the protections afforded to customers of Davy nor for 
providing advice in relation to the transactions and arrangements 
detailed in this Announcement for which the Company and the Directors 
are solely responsible. Davy has not authorised the contents of, or any 
part of, this Announcement and, without limiting the statutory rights of 
any recipient of this Announcement, no liability whatsoever is accepted 
by Davy for the accuracy of any information or opinions contained in 
this Announcement or for omissions of any material information for which 
it is not responsible. The responsibilities of Davy as (i) the Company's 
nominated adviser solely for the purposes of the AIM Rules for Nominated 
Advisers; and (ii) Euronext Growth Adviser solely for the purpose of the 
Rules for Euronext Growth Advisers, are owed solely to the London Stock 
Exchange and Euronext Dublin respectively and are not owed to the 
Company or any Director or to any other person in respect of his 
decision to acquire Common Shares, or otherwise invest, in the Company 
in reliance on any parts of this Announcement. 
 
   Cenkos, who is authorised and regulated in the United Kingdom by the FCA, 
is acting as Joint Bookrunner to the Company. Cenkos is acting 
exclusively for the Company in connection with the Placing and no other 
person in connection with the Placing. Cenkos will not regard any other 
person as its customer or be responsible to any other person for 
providing the protections afforded to customers of Cenkos nor for 
providing advice in relation to the transactions and arrangements 
detailed in this Announcement for which the Company and the Directors 
are solely responsible. Cenkos has not authorised the contents of, or 
any part of, this Announcement and, without limiting the statutory 
rights of any person to whom this Announcement is issued, no liability 
whatsoever is accepted by Cenkos for the accuracy of any information or 
opinions contained in this Announcement or for the omission of any 
material information for which it is not responsible. 
 
   RBC, who is authorised by the Prudential Regulation Authority ("PRA") 
and regulated in the United Kingdom by the FCA and the PRA, is acting as 
Joint Bookrunner to the Company. RBC is acting exclusively for the 
Company in connection with the Placing and no other person in connection 
with the Placing. RBC will not regard any other person as its customer 
or be responsible to any other person for providing the protections 
afforded to customers of RBC nor for providing advice in relation to the 
transactions and arrangements detailed in this Announcement for which 
the Company and the Directors are solely responsible. RBC has not 
authorised the contents of, or any part of, this Announcement and, 
without limiting the statutory rights of any person to whom this 
Announcement is issued, no liability whatsoever is accepted by RBC for 
the accuracy of any information or opinions contained in this 
Announcement or for the omission of any material information for which 
it is not responsible. 
 
   This Announcement has been issued by, and is the sole responsibility of, 
the Company. No representation or warranty, express or implied, is or 
will be made as to, or in relation to, and no responsibility or 
liability is or will be accepted by any Joint Bookrunner or by any of 
their respective affiliates, agents, directors, officers or employees as 
to or in relation to, the accuracy or completeness of this Announcement 
or any other written or oral information made available to, or publicly 
available to, any interested party or its advisers, and any liability 
therefore is expressly disclaimed. 
 
   The distribution of the Announcement and the offering of the Placing 
Shares in certain jurisdictions may be restricted or prohibited by law 
or regulation. Persons distributing the Announcement must satisfy 
themselves that it is lawful to do so. Any failure to comply with these 
restrictions may constitute a violation of the securities laws of any 
such jurisdiction. No action has been taken by the Company or any of the 
Joint Bookrunners or any of their respective affiliates, agents, 
directors, officers or employees that would permit an offering of the 
Placing Shares or possession or distribution of the Announcement or any 
other offering or publicity material relating to such Placing Shares in 
any jurisdiction where action for that purpose is required. Persons into 
whose possession the Announcement comes are required by the Company and 
the Joint Bookrunners to inform themselves about, and to observe, such 
restrictions. 
 
   Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, 
as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated 
Directive (EU) 2017/593 supplementing MiFID II; and (c) local 
implementing measures (together, the "MiFID II Product Governance 
Requirements"), and disclaiming all and any liability, whether arising 
in tort, contract or otherwise, which any "manufacturer" (for the 
purposes of the MiFID II Product Governance Requirements) may otherwise 
have with respect thereto, the Placing Shares have been subject to a 
product approval process, which has determined that such securities are: 
(i) compatible with an end target market of retail investors and 
investors who meet the criteria of professional clients and eligible 
counterparties, each as defined in MiFID II; and (ii) eligible for 
distribution through all distribution channels as are permitted by MiFID 
II (the "Target Market Assessment"). Notwithstanding the Target Market 
Assessment, Placees should note that: the price of the Placing Shares 
may decline and investors could lose all or part of their investment; 
the Placing Shares offer no guaranteed income and no capital protection; 
and an investment in the Placing Shares is compatible only with 
investors who do not need a guaranteed income or 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 Shares. 
Furthermore, it is noted that, notwithstanding the Target Market 
Assessment, the Joint Bookrunners will only procure investors who meet 
the criteria of professional clients and eligible counterparties. 
 
   For the avoidance of doubt, the Target Market Assessment does not 
constitute: (a) an assessment of suitability or appropriateness for the 
purposes of MiFID II; or (b) a recommendation to any investor or group 
of investors to invest in, or purchase, or take any other action 
whatsoever with respect to the Placing Shares. 
 
   Each distributor is responsible for undertaking its own Target Market 
Assessment in respect of the Placing Shares and determining appropriate 
distribution channels. 
 
   The Announcement contains (or may contain) certain forward-looking 
statements that are subject to risks and uncertainties. Forward looking 
statements include statements relating to the following: (i) future 
capital expenditures, expenses, revenues, earnings, synergies, economic 
performance, indebtedness, financial condition, dividend policy, losses 
and future prospects; and (ii) business and management strategies and 
the expansion and growth of the Company's operations. These statements, 
which sometimes use words such as "anticipate", "believe", "intend", 
"estimate", "expect", "will", "may", "should", "plan", "target", "aim" 
and words of similar meaning or similar expressions or negatives 
therefor, reflect the Directors' beliefs and expectations and involve a 
number of risks, uncertainties and assumptions that could cause actual 
results and performance to differ materially from any expected future 
results or performance expressed or implied by any such forward-looking 
statement.  Many of these risks and uncertainties relate to factors that 
are beyond the Company's ability to control or estimate precisely, such 
as (i) price fluctuations in crude oil and natural gas; (ii) currency 
fluctuations; (iii) drilling and production results; (iv) reserves 
estimates; (v) loss of market share and industry competition; (vi) 
environmental and physical risks; (vii) risks associated with the 
identification of suitable potential acquisition properties and targets, 
and successful negotiation and completion of such transactions; (viii) 
legislative, fiscal and regulatory developments including regulatory 
measures addressing climate change; (ix) economic and financial market 
conditions in various countries and regions; (x) political risks, 
including the risks of renegotiation of the terms of contracts with 
governmental entities, delays or advancements in the approval of 
projects and delays in the reimbursement of shared costs; (xi) drilling 
wells is speculative, often involving significant costs that may be more 
than estimated and may not result in discoveries and (xii) changes in 
trading conditions.  The Company cannot give any assurance that such 
forward-looking statements will prove to have been correct.  Statements 
contained in the Announcement regarding past trends or activities should 
not be taken as a representation that such trends or activities will 
continue in the future. The information contained in the Announcement is 
subject to change without notice and, except as required by applicable 
law, neither the Joint Bookrunners nor the Company assumes any 
responsibility or obligation to update publicly or review any of the 
forward-looking statements contained herein whether as a result of new 
information, future events or otherwise. You should not place undue 
reliance on forward-looking statements, which speak only as of the date 
of the Announcement. Nothing contained herein shall be deemed to be a 
forecast, projection or estimate of the future financial performance of 
the Company or any other person following the implementation of the 
Placing or otherwise. 
 
   The price of Common Shares and the income from them may go down as well 
as up and investors may not get back the full amount invested on 
disposal of the Common Shares. Past performance is no guide to future 
performance and persons who require advice should consult an independent 
financial adviser. 
 
   This Announcement is not for release, publication or distribution, in 
whole or in part, directly or indirectly, in or into the United States, 
Australia, Japan or the Republic of South Africa or any jurisdiction 
into which the publication or distribution would be unlawful. Overseas 
Shareholders and any person (including, without limitation, nominees and 
trustees), who have a contractual or other legal obligation to forward 
this document to a jurisdiction outside the United Kingdom should seek 
appropriate advice before taking any action. 
 
   This Announcement is for information purposes only and does not 
constitute, or form part of, a prospectus relating to the Company nor 
does it constitute or form part of any invitation or an offer to any 
person, or any public offer, to issue, sell, subscribe for, purchase or 
otherwise acquire shares or the solicitation of an offer to acquire, 
purchase or subscribe for any securities in the  United States, 
Australia, Canada, the Republic of South Africa or Japan or any 
jurisdiction in which such offer or solicitation would be unlawful or 
require preparation of any prospectus or other offer documentation or 
would be unlawful prior to registration, exemption from registration or 
qualification under the securities laws of any such jurisdiction. No 
public offering of the Placing Shares is being made in any such 
jurisdiction. 
 
   The securities referred to in this Announcement have not been nor will 
be registered under the Securities Act, and may not be offered, sold or 
transferred, directly or indirectly, within the United States except 
pursuant to an exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act and the securities laws 
of any state or other jurisdiction of the United States. No public 
offering of the securities referred to in this Announcement is being 
made in the United States, United Kingdom or elsewhere. 
 
   Neither the content of the Company's website (or any other website) nor 
the content of any website accessible from hyperlinks on the Company's 
website (or any other website) is incorporated into, or forms part of, 
this Announcement. 
 
   DEFINITIONS 
 
   The following definitions apply throughout this Announcement unless the 
context otherwise requires: 
 
   "GBP" means the lawful currency of the United Kingdom; 
 
   "A$" means the lawful currency of the Australia; 
 
   "Admission" means admission of the Placing Shares to trading on AIM, 
Euronext Growth and the TSX Venture Exchange Market; 
 
   "AIM" means the Alternative Investment Market, a market regulated by the 
London Stock Exchange; 
 
   "AIM Rules" means the AIM Rules for Companies and the AIM Rules for 
Nominated Advisers; 
 
   "AIM Rules for Companies" means the rules published by the London Stock 
Exchange governing admission to AIM and the regulation of companies 
whose securities are admitted to trading on AIM (and any guidance notes 
in relation to the foregoing), as each may be amended from time to time; 
 
   "AIM Rules for Nominated Advisers" means the rules of the London Stock 
Exchange governing the eligibility criteria, ongoing obligations and 
disciplinary provisions for nominated advisers, as amended from time to 
time; 
 
   "Announcement" means this announcement and the Appendix; 
 
   "Associate" means in respect of a person, any holding company, 
subsidiary undertaking or branch of such person or any holding company, 
subsidiary undertaking or branch of any such holding company, subsidiary 
undertaking and branch or any of their respective associated 
undertakings and "Associates" shall be construed accordingly; 
 
   "Bookbuild" means the bookbuilding process being conducted by the Joint 
Bookrunners in connection with the Placing; 
 
   "Canadian Securities Laws" means all applicable Canadian securities laws 
and the respective rules and regulations under such laws, together with 
published policy statements, notices and orders of the Securities 
Commissions; 
 
   "CBI" means the Central Bank of Ireland; 
 
   "Cenkos" means Cenkos Securities plc; 
 
   "Common Shares" means the common shares in the share capital of the 
Company; 
 
   "Davy" means J&E Davy, trading as Davy including its affiliate Davy 
Corporate Finance and other affiliates, or any of its subsidiary 
undertakings; 
 
   "Director" means a director of the Company; 
 
   "EEA" means the European Economic Area; 
 
   "Euronext Dublin" means The Irish Stock Exchange plc trading as Euronext 
Dublin; 
 
   "Euronext Growth" means the Euronext Growth market, a market operated by 
Euronext Dublin (formerly known as the Enterprise Securities Market); 
 
   "Euronext Growth Rules" means the Euronext Growth Rules for Companies 
and the Rules for Euronext Growth Advisers; 
 
   "Euronext Growth Rules for Companies" means the rules published by 
Euronext Dublin governing admission to Euronext Growth and the 
regulation of companies whose 
 
   securities are admitted to trading on Euronext Growth (and any guidance 
notes in relation to the foregoing), as each may be amended from time to 
time; 
 
   "Falcon Australia" means Falcon Oil & Gas Australia Ltd., a c. 98% 
subsidiary of the Company; 
 
   "FCA" means the Financial Conduct Authority; 
 
   "FSMA" means the Financial Services and Markets Act 2000, as amended; 
 
   "Group" means the Company and its subsidiary undertakings and Associates 
and "Group Company" means any one of them 
 
   "Joint Bookrunners" means together, Cenkos, Davy and RBC and each a 
"Joint Bookrunner" ; 
 
   "London Stock Exchange" means the London Stock Exchange plc; 
 
   "MAR" means Market Abuse Regulation (EU) No 596/2014 and all delegated 
regulations, technical standards and guidance relating thereto; 
 
   "Order" means the Financial Services and Markets Act 2000 (Financial 

Promotion) Order 2005, as amended from time to time; 
 
   "Overseas Shareholders" means shareholders with registered addresses, or 
who are citizens or residents of, or incorporated in, countries outside 
of the United Kingdom; 
 
   "Placees" means persons who have agreed to subscribe for Placing Shares 
pursuant to the Placing; 
 
   "Placing" means the proposed placing of the Placing Shares described in 
this Announcement; 
 
   "Placing Agreement" means the placing agreement among the Company and 
the Joint Bookrunners dated 17 May 2019; 
 
   "Placing Price" means GBP0.14 per Placing Share; 
 
   "Placing Shares" means the new Common Shares that the Company is seeking 
to issue in the Placing; 
 
   "Placing Results Announcement" means the press announcement, giving 
details of the number of Placing Shares to be issued by the Company to 
Placees at the Placing Price; 
 
   "Prospectus Directive" means the EU Prospectus Directive 2003/71/EC, as 
amended from time to time, and includes any relevant implementing 
directive measure in any Member State of the EEA to the extent 
implemented in the relevant Member State of the EEA; 
 
 
 
   "Qualified Investor" means person who are qualified investors as defined 
in section 86(7) of FSMA; 
 
   "RBC" means RBC Europe Limited (trading as RBC Capital Markets); 
 
   "Regulatory Information Service" means any of the services set out in 
the list of Primary Information Providers maintained by the FCA and CBI; 
 
   "Rules for Euronext Growth Advisors" means the rules of Euronext Dublin 
governing the eligibility criteria, ongoing obligations and disciplinary 
provisions for Euronext Growth advisors, as amended from time to time; 
 
   "Securities Act" means United States Securities Act of 1933, as amended 
from time to time; 
 
   "Securities Commissions" means the securities commissions or similar 
regulatory authorities in British Columbia; 
 
   "TSX Venture Exchange" means the TSX Venture Exchange Inc; 
 
   "TSX Venture Exchange Market" means the TSX Venture Exchange market for 
securities operated by the TSX Venture Exchange; 
 
   "TSXV Rules" means the rules, regulations and policies of the TSX 
Venture Exchange including the TSX Venture Exchange Corporate Finance 
Manual 
 
   "US$" means the lawful currency of the United States; and 
 
   "United States" means the United States of America, its territories and 
possessions, any state in the United States, the District of Columbia 
and other areas subject to its jurisdiction. 
 
   EXCHANGE RATES 
 
   Conversions from A$ to US$ in this announcement have been conducted at 
an exchange rate of 0.71069 being the average exchange rate for the 
previous two months as of 19 April 2019. Conversions from US$ to GBP in 
this announcement have been conducted at an exchange rate of 0.77626 
being the relevant exchange rate on 16 May 2019. 
 
   GLOSSARY 
 
   The following glossary of terms applies throughout this Announcement, 
unless the context otherwise requires: 
 
   "2C" means best estimate of those quantities of petroleum which are 
estimated, on a given date, to be potentially recoverable from known 
accumulations, but which are not currently considered to be commercially 
recoverable; 
 
   "bbl/MMscf" means the ratio of hydrocarbon liquids and gas expressed as 
barrels per  million standard cubic feet; 
 
   "contingent resource estimate" means contingent resource estimates that 
have been prepared on a statistical aggregation basis and in accordance 
with the Society of Petroleum Engineers Petroleum Resources Management 
System, being (as of 15 February 2017) those quantities of gas (produced 
gas minus carbon dioxide and inert gasses) that are potentially 
recoverable from known accumulations but which are not yet considered 
commercially recoverable due to the need for additional delineation 
drilling, further validation of deliverability and original gas in place, 
and confirmation of prices and development costs; 
 
   "mTVD" means meter true vertical depth; 
 
   "MMscf" means million standard cubic feet of gas; 
 
   "MMscf/d" means million standard cubic feet of gas per day; 
 
   "petroleum" composite term for natural gas, crude oil and liquids; 
 
   "production" means the production of petroleum from a discovery which 
has been developed; and 
 
   "TCF" means trillion cubic feet of gas. 
 
   APPIX 
 
   TERMS AND CONDITIONS OF THE PLACING 
 
   IMPORTANT INFORMATION FOR PLACEES ONLY 
 
   THIS ANNOUNCEMENT, INCLUDING THIS APPIX AND THE INFORMATION CONTAINED 
HEREIN (TOGETHER, THE "ANNOUNCEMENT") IS RESTRICTED AND IS NOT FOR 
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE 
OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, JAPAN, THE 
REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE 
UNLAWFUL. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE 
REQUIRED BY THE COMPANY AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES 
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. 
 
   THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR INVITATION TO 
UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE 
COMPANY. 
 
   MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE 
TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY 
AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, PERSONS WHOSE 
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND 
DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF 
THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING 
TO INVESTMENTS AND ARE: 
 
   (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("EEA"), PERSONS 
WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF FSMA, AS 
AMED ("QUALIFIED INVESTORS"), BEING PERSONS FALLING WITHIN THE 
MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS 
DIRECTIVE 2003/71/EC, AS AMED FROM TIME TO TIME, AND INCLUDES ANY 
RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA 
TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE 
"PROSPECTUS DIRECTIVE"); 
 
   (B) IF IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (I) 
HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND WHO 
FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 
19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL 
PROMOTION) ORDER 2005, AS AMED ("THE ORDER") OR ARE PERSONS FALLING 
WITHIN ARTICLE 49(2) OF THE ORDER; AND 
 
   (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED, 
 
   AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING 
BY A JOINT BOOKRUNNER (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 THE COMPANY. 
 
   THE CONTENT OF THIS ANNOUNCEMENT HAS NOT BEEN APPROVED BY THE LONDON 
STOCK EXCHANGE, EURONEXT DUBLIN, THE TSX VENTURE EXCHANGE OR AN 
AUTHORISED PERSON WITHIN THE MEANING OF FSMA, NOR IS IT INTED THAT IT 
WILL BE SO APPROVED. RELIANCE ON THIS ANNOUNCEMENT FOR THE PURPOSE OF 
ENGAGING IN ANY INVESTMENT ACTIVITY MAY EXPOSE AN INDIVIDUAL TO A 
SIGNIFICANT RISK OF LOSING ALL OF THE PROPERTY OR OTHER ASSETS INVESTED. 
 
   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 SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF 
ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE 
OFFERED, SOLD, TAKEN UP, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR 
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES EXCEPT PURSUANT TO AN 
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND 
IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER 
JURISDICTION OF THE UNITED STATES.  THE PLACING SHARES ARE BEING OFFERED 
AND SOLD (I) IN THE UNITED STATES ONLY TO A LIMITED NUMBER OF "QUALIFIED 
INSTITUTIONAL BUYERS" AS DEFINED IN RULE 144A ("QIBS") PURSUANT TO AN 
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN A 
TRANSACTION NOT INVOLVING A PUBLIC OFFERING AND IN COMPLIANCE WITH THE 
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES; 
AND (II) OUTSIDE THE UNITED STATES IN OFFSHORE TRANSACTIONS IN RELIANCE 
ON AND IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT 
("REGULATION S").  NO PUBLIC OFFERING OF THE PLACING SHARES IS BEING 
MADE IN THE UNITED STATES, THE UNITED KINGDOM OR ELSEWHERE.  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.  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. 
 
   THE PLACING SHARES ARE NOT AND WILL NOT BE LISTED ON THE SIX SWISS 
EXCHANGE ("SIX") OR ANY OTHER STOCK EXCHANGE OR REGULATED TRADING 
FACILITY IN SWITZERLAND. THIS ANNOUNCEMENT HAS BEEN PREPARED WITHOUT 
REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE PROSPECTUSES UNDER 
ARTICLE 652A OR 1156 OF THE SWISS CODE OF OBLIGATIONS AND MAY NOT COMPLY 
WITH INFORMATION STANDARDS REQUIRED THEREUNDER. NEITHER THIS 
ANNOUNCEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO 
THE PLACING SHARES MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE 
PUBLICLY AVAILABLE IN SWITZERLAND. 
 
   WITHOUT PRIOR WRITTEN APPROVAL OF TSX VENTURE EXCHANGE AND COMPLIANCE 
WITH ALL APPLICABLE CANADIAN SECURITIES LAWS, THE PLACING SHARES MAY NOT 

BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE 
FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR 
THE BENEFIT OF A CANADIAN RESIDENT UNTIL THE DATE THAT IS FOUR MONTHS 
AND A DAY AFTER THE DATE OF ISSUANCE. 
 
   THIS ANNOUNCEMENT IS NOT A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR 
DISCLOSURE DOCUMENT FOR THE PURPOSES OF THE CORPORATIONS ACT 2001 (CTH) 
AND HAS NOT BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS 
COMMISSION ("ASIC"). ACCORDINGLY, THIS ANNOUNCEMENT DOES NOT CONTAIN THE 
INFORMATION WHICH WOULD BE CONTAINED IN A PROSPECTUS AND DOES NOT 
PURPORT TO CONTAIN ALL OF THE INFORMATION THAT MAY BE NECESSARY OR 
DESIRABLE TO ENABLE A POTENTIAL INVESTOR TO PROPERLY EVALUATE AND 
CONSIDER AN INVESTMENT IN THE COMPANY. THIS ANNOUNCEMENT DOES NOT 
PURPORT TO BE COMPLETE, NOR DOES IT CONTAIN ALL THE INFORMATION WHICH 
MAY BE MATERIAL TO A RECIPIENT OF THIS ANNOUNCEMENT. IT SHOULD BE READ 
IN CONJUNCTION WITH THE COMPANY'S OTHER PUBLIC FILINGS WHICH CAN BE 
FOUND AT WWW.SEDAR.COM 
https://www.globenewswire.com/Tracker?data=of_qM6xKAUi0P2ZcfkO5gs0UOlJCNphl7XFh3eI-wk6yC3zlKlU8hUsWsmJO3rbWKUYbBRT4DFinSXkScBHf6w== 
. NO OFFER OF SECURITIES IN THE COMPANY IS BEING OR WILL BE MADE IN 
AUSTRALIA IN CIRCUMSTANCES WHICH WOULD REQUIRE SUCH A PROSPECTUS TO BE 
PREPARED. THE ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND IS NOT 
AND SHOULD NOT BE CONSIDERED AN OFFER OR AN INVITATION TO ACQUIRE 
ENTITLEMENTS, OR SHARES OR ANY OTHER FINANCIAL PRODUCTS UNDER AUSTRALIAN 
LAW OR UNDER ANY OTHER LAW. 
 
   EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, 
BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR 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, 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. 
 
   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, 
Australia, Canada, Japan or the Republic of South Africa 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 will be made pursuant to an exemption 
under the Prospectus Directive from the requirement to produce a 
prospectus.  In the United Kingdom, this Announcement is being directed 
solely at persons in circumstances in which section 21(1) of FSMA does 
not apply. 
 
   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. 
 
   The information in this Announcement may not be forwarded or distributed 
to any other person and may not be reproduced in any manner whatsoever. 
Any forwarding, distribution, reproduction, or disclosure of this 
information in whole or in part is unauthorised. Failure to comply with 
this directive may result in a violation of the Securities Act or the 
applicable laws of other jurisdictions. 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.  Persons (including 
individuals, funds or otherwise) who have chosen to participate in the 
Placing will be deemed to have read and understood this Announcement, 
including this Appendix, in its entirety, to be participating, making 
and offer and acquiring Placing Shares on the terms and conditions, and 
providing the representations, warranties, indemnities, acknowledgements, 
and undertakings contained in this Announcement. 
 
   In this Appendix, unless the context otherwise requires, "Placee" means 
a Relevant Person (including individuals, funds or others) by whom or on 
whose behalf a commitment to subscribe for Placing Shares has been 
given. In particular, each such Placee represents, warrants, 
acknowledges and agrees (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 a member state of the EEA which has 
      implemented the Prospectus Directive (each, a "Relevant Member State") 
      who acquires any Placing Shares pursuant to the Placing: (i) is a 
      Qualified Investor; or (ii) in the case of any Placing Shares acquired by 
      it as a financial intermediary, as that term is used in Article 3(2) of 
      the Prospectus Directive, (A) 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 the Joint Bookrunners has been given to the offer or 
      resale; or (B) 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 Prospectus 
      Directive as having been made to such persons; 
 
   3. i)it is not in the United States and (ii) it is not acting for the 
      account or benefit of a person in the United States unless, in the case 
      of this clause (ii), it is acting with investment discretion for such 
      person or, if such person is a corporation or partnership, the person 
      agreeing to purchase the Placing Shares is an employee of such person 
      authorised to make such purchase; 
 
   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 and agreements 
      contained in this Announcement; and 
 
   5. it understands (or, if acting for the account of another person, such 
      person understands) the resale and transfer restrictions set out in this 
      Announcement. 
 
 
   The Company and the Joint Bookrunners will rely upon the truth and 
accuracy of the foregoing representations, acknowledgements and 
agreements. 
 
   Details of the Placing 
 
   The Joint Bookrunners will commence the Bookbuild in respect of the 
Placing. The book will open with immediate effect following the release 
of this Announcement.  The Joint Bookrunners have entered into an 
agreement with the Company (the "Placing Agreement") under which, 
subject to the terms and conditions set out in that agreement, each 
Joint Bookrunners has agreed severally to use its reasonable endeavours 
to procure Placees for the Placing Shares at the Placing Price. 
 
   The Placing is conditional upon, amongst other things, Admission 
becoming effective and the Placing Agreement becoming unconditional in 
all respects and not being terminated in accordance with its terms. 
 
   The Placing Shares will, when issued, be subject to the articles of 
association of the Company and credited as full paid and will rank pari 
passu in all respects with the existing issued Common Shares, including 
the right to receive dividends and other distributions declared, made or 
paid in respect of such Common Shares after the date of issues of the 
Placing Shares. 
 
   Application for Admission to trading 
 
   Application will be made to: 
 
 
   1. the London Stock Exchange for admission of the Placing Shares to trading 
      on AIM; 
 
   2. Euronext Dublin for admission of the Placing Shares to trading on 
      Euronext Growth; and 
 
   3. TSX Venture Exchange for listing of the Placing Shares for trading on TSX 
      Venture Exchange Market, 
 
 
   in relation to Admission. 
 
   Subject to, amongst other things, the Placing Agreement becoming 
unconditional and not being terminated in accordance with its terms, it 
is expected that Admission will become effective and that dealings in 
the Placing Shares will commence on AIM and Euronext Growth at 8.00 a.m. 
on 22 May 2019. The Placing Shares will not trade on the TSX Venture 
Exchange until the date that is four months and a day after the day of 
issuance. 
 
   Participation in, and principal terms of, the Placing 
 
 

   1. The Joint Bookrunners are arranging the Placing severally and not jointly 
      or jointly and severally as agents for and on behalf of the Company. 
 
   2. Participation in the Placing will only be available to persons who may 
      lawfully be, and are, invited by any of the Joint Bookrunners to 
      participate.  Each of the Joint Bookrunners and any of their respective 
      affiliates are entitled to enter bids in the Bookbuild. 
 
   3. The Bookbuild will establish the number of Placing Shares to be issued by 
      the Company at the Placing Price, which will be payable by all Placees 
      whose bids are successful. The number of Placing Shares to be issued will 
      be announced through the Placing Results Announcement following the 
      completion of the Bookbuild. 
 
   4. To bid in the Bookbuild, Placees should communicate their bid by 
      telephone to their usual sales contact at the relevant Joint Bookrunner. 
      Each bid should state the number of Placing Shares which the prospective 
      Placee wishes to acquire at the Placing Price. Bids may be scaled down by 
      the Joint Bookrunnners on the basis referred to in paragraph 9 below. 
 
   5. The Bookbuild is expected to close no later than 18.30 p.m UK time on 17 
      May 2019 but may close earlier or later at the discretion of the Joint 
      Bookrunners. The Joint Bookrunners may, in agreement with the Company, 
      accept bids that are received after the Bookbuild has closed. 
 
   6. Each Placee's allocation will be determined by the Joint Bookrunners in 
      their discretion following consultation with the Company and will be 
      confirmed orally by the relevant Joint Bookrunner as soon as practicable 
      following the close of the Bookbuild. Each Placee's allocation and 
      commitment will be evidenced by a form of confirmation issued to such 
      Placee by the relevant Joint Bookrunner ("Confirmation"). The terms of 
      this Appendix will be deemed incorporated in that Confirmation. 
 
   7. Such Confirmation will constitute an irrevocable legally binding 
      commitment by that person (who will at that point become a Placee) in 
      favour of the Joint Bookrunners and the Company to subscribe for the 
      number of Placing Shares allocated to it at the Placing Price on the 
      terms and conditions set out in this Appendix (a copy of the terms and 
      conditions having been provided to the Placee prior to or at the same 
      time as such Confirmation) and in accordance with the Company's articles 
      of association. Except with the Joint Bookrunners' written consent, such 
      commitment will not be capable of variation or revocation at the time at 
      which it is submitted. For the avoidance of doubt, the Confirmation 
      constitutes each Placee's irrevocable legally binding agreement, subject 
      to the Placing Agreement not having been terminated, to pay the aggregate 
      settlement amount for the Placing Shares to be subscribed for by that 
      Placee regardless of the total number of Placing Shares (if any) 
      subscribed for by any other investor(s). 
 
   8. The Company will release the Placing Results Announcement following the 
      close of the Bookbuild, detailing the aggregate number of Placing Shares 
      to be issued. 
 
   9. The Joint Bookrunners may choose to accept bids, either in whole or in 
      part, on the basis of allocations determined at the Joint Bookrunners' 
      discretion (after consultation with the Company) and may scale down any 
      bids for this purpose on such basis as they may determine or be directed. 
      The Joint Bookrunners may also, notwithstanding paragraphs 5 to 8 above, 
      (a) allocate Placing Shares after the time of any initial allocation to 
      any person submitting a bid after that time and (b) allocate Placing 
      Shares after the Bookbuild has closed to any person submitting a bid 
      after that time. 
 
  10. Each Placee's obligation to acquire and pay for Placing Shares under the 
      Placing will be owed to the Joint Bookrunners and the Company. Each 
      Placee has an immediate, separate, irrevocable and binding obligation, 
      owed to the Joint Bookrunners, to pay to the relevant Bookrunner (or as 
      it may direct) in cleared funds an amount equal to the Placing Price for 
      each Placing Share it has agreed to acquire and the Company has agreed to 
      allot and issue to the Placee under the Placing. 
 
  11. Each Placee will be deemed to have read and understood this Appendix in 
      its entirety, to be participating in the Placing upon the terms and 
      conditions contained in this Appendix, and to be providing the 
      representations, warranties, agreements, acknowledgements and 
      undertakings, in each case as contained in this Appendix. 
 
  12. To the fullest extent permitted by law and applicable FCA rules (the "FCA 
      Rules") and CBI rules, none of (i) the Joint Bookrunners, (ii) any of 
      their respective directors, officers, employees, consultants, affiliates, 
      agents, or (iii) to the extent not contained within (i) or (ii), any 
      person connected with the Joint Bookrunners as defined in FSMA ((i), (ii) 
      and (iii) being together "affiliates" and individually an "affiliate"), 
      (iv) any person acting on any of the Joint Bookrunners' behalf, shall 
      have any liability (including to the extent permissible by law, any 
      fiduciary duties) to Placees or to any person other than the Company in 
      respect of the Placing. In particular, neither the Joint Bookrunners 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 the Joint Bookrunners and the Company may agree. 
 
  13. Irrespective of the time at which a Placee's allocation(s) pursuant in 
      the Placing is/are confirmed, settlement for all Placing Shares to be 
      acquired pursuant to the Placing will be required to be made at the same 
      time, on the basis explained below under 'Registration and Settlement'. 
 
  14. All obligations of the Joint Bookrunners under the Placing will be 
      subject to the fulfilment of the conditions referred to below under 
      'Conditions of the Placing' and to the Placing Agreement not being 
      terminated on the basis referred to below under 'Termination of the 
      Placing Agreement'. In the event that the Placing Agreement does not 
      otherwise become unconditional in any respect or is terminated, the 
      Placing will not proceed and all funds delivered by the Placee to the 
      Joint Bookrunners (or any one of them) in respect of the Placee's 
      participation will be returned to the Placee at the Placee's risk without 
      interest. 
 
  15. By participating in the Placing, each Placee agrees that its rights and 
      obligations in respect of the Placing will terminate only in the 
      circumstances described below and will not otherwise be capable of 
      rescission or termination by the Placee. 
 
  16. By participating in the Placing, each Placee is deemed to have read and 
      understood this Announcement, including this Appendix, in its entirety 
      and to be making such offer on the terms and conditions, and to be 
      providing the representations, warranties, acknowledgements, and 
      undertakings contained in this Appendix. 
 
 
   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 the Joint Bookrunners under the Placing Agreement in 
respect of the Placing Shares are conditional on, amongst other things: 
 
 
   1. the Company having complied with its obligations under the Placing 
      Agreement (to the extent that such obligations fall to be performed prior 
      to Admission); 
 
   2. Admission having occurred not later than 8.00 a.m. on 22 May 2019 or such 
      later date as the Company and the Joint Bookrunners may agree (in any 
      event being not later than 8.00 a.m. on 30 May 2019); 
 
   3. the publication of the Placing Results Announcement through a Regulatory 
      Information Service no later than 6.30 p.m. on 17 May 2019 (or such later 
      time and/or date as the Company and the Joint Bookrunners may agree); 
 
   4. none of the representations, warranties or undertakings on the part of 
      the Company contained in the Placing Agreement being or having become 
      untrue, inaccurate or misleading at the date of the Placing Agreement or 
      any time before Admission, and no fact or circumstance having arisen 
      which would constitute a breach of any of the representations, warranties 
      or undertakings under the Placing Agreement; and 
 
   5. from the date of this Agreement to immediately prior to Admission, there 
      not having occurred, in the Joint Bookrunners opinion (acting in good 
      faith) an adverse change in, or any development reasonably likely to 
      result in or have a prospective adverse change in or affecting, the 
      condition (financial, operational, legal or otherwise), prospects, 
      earnings, properties, assets, rights, net asset value, funding position, 
      liquidity, solvency, management, business affairs or operations of (i) 
      the Company or (ii) the Group taken as a whole, whether or not arising in 
      the ordinary course of business, which is material (whether or not 
      foreseeable at the date of this Agreement), 
 
 
   (all conditions to the obligations of the Joint Bookrunners included in 
the Placing Agreement being together, the "Conditions"). 
 
   If (i) any of the Conditions are not fulfilled or, where permitted, 
waived by the Joint Bookrunners in accordance with the Placing Agreement 
within the respective time periods or such later time and/or date as the 

Company and the Joint Bookrunners may agree, provided that the time for 
satisfaction of the Conditions shall not be extended beyond 8.00 a.m. on 
30 May 2019), (ii) any of the Conditions becomes incapable of being 
fulfilled; or (iii) the Placing Agreement is terminated in accordance 
with its terms, the Placing will not proceed and the Placee's rights and 
obligations hereunder in relation to the Placing Shares shall cease and 
terminate at such time and each Placee agrees that no claim can be made 
by the Placee (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 Agreement" below and will 
not be capable of rescission or termination by it after the issue by the 
relevant Joint Bookrunner of a Confirmation to such Placee. 
 
   Each of the Joint Bookrunners, in their respective absolute discretion, 
may waive compliance by the Company with the whole or any part of any of 
the Company's obligations in relation to the Conditions and the Joint 
Bookrunners 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 or obligations as set out in this 
Announcement. 
 
   The Joint Bookrunners may terminate the Placing Agreement in certain 
circumstances, details of which are set out below. 
 
   None of the Joint Bookrunners, the Company nor any of their respective 
affiliates, agents, directors, officers or employees shall have any 
liability to any Placee (or to any other person whether acting on behalf 
of a Placee or otherwise) in respect of any decision they may make as to 
whether or not to waive or to extend the time and/or the date for the 
satisfaction of any Condition nor for any decision they may make as to 
the satisfaction of any Condition or in respect of the Placing generally, 
and by participating in the Placing each Placee agrees that any such 
decision is within the absolute discretion of the Joint Bookrunners. 
 
   Termination of the Placing Agreement 
 
   Any of the Joint Bookrunners is entitled at any time before Admission, 
to terminate the Placing Agreement in relation to its obligations in 
respect of the Placing Shares by giving notice to the Company if, 
amongst other things: 
 
 
   1. the Company fails to comply with any of its undertakings, covenants or 
      obligations under the Placing Agreement which the Joint Bookrunners 
      consider, in their sole judgement (acting in good faith) to be (singly or 
      in aggregate) material in the context of the Placing; or 
 
   2. any of the representations or warranties given by the Company in the 
      Placing Agreement is or becomes untrue, inaccurate or misleading; or 
 
   3. any statement contained in certain placing documents has become, or an 
      omission in such placing documents, results in them being untrue, 
      inaccurate in any material respect in the context of the Placing or 
      misleading; or 
 
   4. there has occurred a force majeure event, or any material adverse change 
      has occurred in the financial position or prospects or business of the 
      Company or the Group which, in the opinion of the Joint Bookrunner, in 
      their sole judgement (acting in good faith), to be (singly or in 
      aggregate) is material in the context of the Company, the Group taken as 
      a whole, the Placing or Admission. 
 
 
   Upon such termination, the parties to the Placing Agreement shall be 
released and discharged (except for any liability arising before or in 
relation to such termination) from their respective obligations under or 
pursuant to the Placing Agreement subject to certain exceptions. 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. 
 
   By participating in the Placing, each Placee agrees with the Company and 
the Joint Bookrunners that the exercise by the Joint Bookrunners of any 
right of termination, waiver or other condition or decision to extend or 
not the time for satisfaction of any Condition or any other right or 
other discretion under the Placing Agreement shall be within the 
absolute discretion of the Joint Bookrunners and that neither the 
Company nor the Joint Bookrunners need make any reference to such Placee 
and that neither the Joint Bookrunners 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 or failure so to exercise. 
 
   No prospectus 
 
   No offering document, prospectus or admission document has been or will 
be submitted to be approved by the FCA, CBI or submitted to the London 
Stock Exchange, Euronext Dublin or TSX Venture Exchange 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 Confirmation to be sent to individual 
Placees. 
 
   Each Placee, by accepting a participation in the Placing, agrees that 
the content of this Announcement is exclusively the responsibility of 
the Company and confirms that it has neither received nor relied on any 
other information, representation, warranty, or statement made by or on 
behalf of the Company, the Joint Bookrunners or any other person and 
none of the Joint Bookrunners nor the Company nor any other person 
acting on such person's behalf nor any of their respective affiliates, 
agents, directors, officers or employees has or shall have any liability 
for any Placee's decision to participate in the Placing and/or Bookbuild 
based on any other information, representation, warranty or statement 
which the Placees may have obtained or received. 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 operate to 
limit or exclude the liability of any person for fraudulent 
misrepresentation. 
 
   Registration and Settlement 
 
   Participation in the Bookbuild is only available to persons who are 
invited to participate in it by the Joint Bookrunners (or any one of 
them). 
 
   Each Placee's commitment to acquire a fixed number of Placing Shares 
under the Placing will be agreed orally or in writing or via email with 
the Joint Bookrunners, and such agreement will constitute a legally 
binding commitment on such Placee's part to acquire such number of 
Placing Shares at the Placing Price subject to the terms and conditions 
set out in this Announcement and the Company's articles of association. 
 
   If Placees are allocated any Placing Shares in the Placing they will be 
sent a form of confirmation or electronic confirmation by the relevant 
Joint Bookrunner, as soon as it is able which will confirm the number of 
Placing Shares allocated to them, the Placing Price and the aggregate 
amount owed by them to the relevant Joint Bookrunner(s). 
 
   Each Placee will be deemed to agree that it will do all things necessary 
to ensure that delivery and payment is completed as directed by the 
relevant Joint Bookrunner in accordance with either the standing CREST 
or certificated settlement instructions which they have in place with 
the relevant Joint Bookrunner. 
 
   Settlement of transactions in depository interests representing the 
Placing Shares following Admission will take place within the system 
administered by Euroclear UK & Ireland Limited ("CREST"), subject to 
certain exceptions. Settlement of depository interests representing the 
Placing Shares through CREST is expected to take place on 22 May 2019 
unless otherwise notified by the Joint Bookrunners and Admission is 
expected to occur no later than 8.00 a.m. on 30 May 2019 unless 
otherwise notified by the Joint Bookrunners. Admission and Settlement 
may occur at an earlier date, which if achievable, will be notified 
through a Regulatory Information Service. Settlement will be on a 
delivery versus payment basis.  However, in the event of any 
difficulties or delays in the admission of depository interests 
representing Placing Shares to CREST or the use of CREST in relation to 
the Placing, the Company and the Joint Bookrunners may agree that the 
Placing Shares should be issued in certificated form.  The Joint 
Bookrunners reserve the right to require settlement for the Placing 
Shares (or a portion thereof), and to deliver the Placing Shares to 
Placees, by such other means as they deem necessary if delivery or 
settlement of depository interests representing Placing Shares 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 at the 
rate of two percentage points above LIBOR as determined by the Joint 
Bookrunners. 
 
   Each Placee is deemed to agree that, if it does not comply with these 
obligations, the Joint Bookrunners may sell any or all of the Placing 
Shares allocated to that Placee on such Placee's behalf and retain from 
the proceeds, for the Joint Bookrunner's own account and benefit, an 
amount equal to the aggregate amount owed by the Placee plus any 
interest due. The relevant Placee will, however, remain liable for any 

shortfall below the aggregate amount owed by it and may be required to 
bear any stamp duty or stamp duty reserve tax (together with any 
interest or penalties) which may arise upon the sale of such Placing 
Shares on such Placee's behalf. 
 
   If Placing Shares are to be delivered to a custodian or settlement agent, 
Placees should 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. 
 
   Representations and warranties 
 
   By submitting a bid in the Bookbuild, each prospective Placee (and any 
person acting on such Placee's behalf) acknowledges, undertakes, 
represents, warrants and agrees (for itself and for any such prospective 
Placee) that (save where the Joint Bookrunners expressly agree in 
writing to the contrary): 
 
 
   1. it has read, understood and accepts the terms and conditions set out 
      within this Announcement, including the Appendix, in its entirety and 
      that its acquisition of Placing Shares is subject to and based upon all 
      the terms, conditions, representations, warranties, acknowledgements, 
      agreements, indemnities 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 Admission, the Placing, the 
      Company, the Placing Shares or otherwise, other than the information 
      contained in this Announcement and the Publicly Available Information; 
 
   2. it has received this Announcement solely for its use and has not 
      redistributed or duplicated it; 
 
   3. no offering document, prospectus or admission document has been or will 
      be prepared in connection with the Placing and that it has not received a 
      prospectus, admission document or other offering document in connection 
      with the Placing or the Placing Shares; 
 
   4. its participation in the Placing shall also be subject to the provisions 
      of the Placing Agreement and the articles of association of the Company 
      in force both before and immediately after Admission; 
 
   5. the Common Shares are admitted to trading on AIM, Euronext Growth and the 
      TSX Venture Exchange and the Company is therefore required to publish 
      certain business and financial information in accordance with the AIM 
      Rules, Euronext Growth Rules and TSXV Rules (collectively, the "Exchange 
      Information"), which includes a description of the nature of the 
      Company's business and the Company's most recent financial statements and 
      that it is able to obtain or access such Exchange 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; 
 
   6. it is not a resident of Canada and the Placing Shares may not be resold 
      to a resident of Canada, except in accordance with an exemption from 
      Canadian Securities Laws, or traded on or through the facilities of the 
      TSX Venture Exchange until the date that is four months and a day after 
      the date of issue of the Placing Shares; 
 
   7. none of the Joint Bookrunners nor the Company nor any of their respective 
      affiliates, agents, directors, officers or employees nor 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 other than 
      this Announcement; nor has it requested any of the Joint Bookrunners, the 
      Company, any of their respective affiliates, agents, directors, officers 
      or employees or any person acting on behalf of any of them to provide it 
      with any such information; 
 
   8. 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; 
 
   9. the content of this Announcement and the Publicly Available Information 
      is exclusively the responsibility of the Company and that none of the 
      Joint Bookrunners, or 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 any information previously 
      published by or on behalf of the Company and will not be liable for any 
      Placee's decision to participate in the Placing based on any information, 
      representation or statement contained in this Announcement or otherwise. 
      Each Placee further represents, warrants and agrees that the only 
      information on which it is entitled to rely and on which such Placee has 
      relied in committing itself to subscribe for the Placing Shares is 
      contained in this Announcement and the Publicly Available Information, 
      such information being all that it deems necessary to make an investment 
      decision in respect of the Placing Shares and that (A) neither the Joint 
      Bookrunners, the Company nor 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; (B) none of the Joint Bookrunners nor the 
      Company nor their respective affiliates, agents, directors, officers or 
      employees will be liable for any Placee's decision to accept an 
      invitation to participate in the Placing based on any other information, 
      representation, warranty or statement; (C) it has relied on its own 
      investigation of the business, financial or other position of the Company 
      in deciding to participate in the Placing, 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 the Joint Bookrunners or any person 
      acting on their behalf may have conducted with respect to the Company, 
      the Placing or the Placing Shares; 
 
  10. it 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; (iii) disclosed such information 
      to any person, prior to the information being made generally available; 
      or (iv) relied on any such information in accepting this invitation to 
      participate in the Placing; 
 
  11. none of the Joint Bookrunners nor any of its respective affiliates, 
      agents, directors, officers or employees or any person acting on behalf 
      has or shall have any liability for any information, representation or 
      statement contained in this Announcement or for any Publicly Available 
      Information, or any representation, warranty or undertaking relating to 
      the Company 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 provided that nothing in this 
      paragraph excludes the liability of any person for fraudulent 
      misrepresentation made by that person; 
 
  12. 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, the Criminal Justice (Money 
      Laundering and Terrorism Financing) Act 2010 and the Money Laundering, 
      Terrorist Financing and Transfer of Funds (Information on the Payer) 
      Regulations 2017 and any related or similar rules, regulations or 
      guidelines, issued, administered or enforced by any government agency 
      having jurisdiction in respect thereof (the "Regulations") and, if it is 
      making payment on behalf of a third party, it has obtained and recorded 
      satisfactory evidence to verify the identity of the third party as may be 
      required by the Regulations; 
 
  13. if a financial intermediary, as that term is used in Article 3(2) of 
      the Prospectus Directive, that the Placing Shares subscribed for 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 which has implemented the Prospectus 
      Directive other than to Qualified Investors, or in circumstances in which 
      the prior consent of the Joint Bookrunners has been given to the proposed 
      offer or resale; 
 
  14. it has not offered or sold and will not offer or sell any Placing Shares 
      to persons in the United Kingdom 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 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; 
 

  15. it has not offered or sold and will not offer or sell any Placing Shares 
      to persons in the EEA prior to Admission 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 in circumstances which have not resulted in and which will not 
      result in an offer to the public in any member state of the EEA within 
      the meaning of the Prospectus Directive; 
 
  16. it has only communicated or caused to be communicated and will only 
      communicate or cause to be communicated any invitation or inducement to 
      engage in investment activity (within the meaning of section 21 of FSMA) 
      relating to the Placing Shares in circumstances in which section 21(1) of 
      FSMA does not require approval of the communication by an authorised 
      person; 
 
  17. it has complied and 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 FSMA with respect to anything done 
      by it in relation to the Placing Shares in, from or otherwise involving, 
      the United Kingdom); 
 
  18. it and any person acting on its behalf (it within the United Kingdom) is 
      a person falling within Article 19(5) and/or Article 49(2)(a) to (d) of 
      the Order, or is a person to whom this Announcement may otherwise be 
      lawfully communicated 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; 
 
  19. any offer of Placing Shares may only be directed at persons in member 
      states of the EEA who are "qualified investors" within the meaning of 
      Article 2(1)(e) of the Prospectus Directive and represents and agrees 
      that it (and any person acting on its behalf) is such a qualified 
      investor; 
 
  20. it and/or each person on whose behalf it is participating (i) is entitled 
      to subscribe for and acquire Placing Shares under the laws of all 
      relevant jurisdictions which apply to it; (ii) has fully observed such 
      laws and regulations; (iii) it has all necessary capacity and has 
      obtained all necessary consents and authorities to enable it to commit to 
      this participation in the Placing and to perform its obligations in 
      relation thereto (including, without limitation, in the case of any 
      person on whose behalf it is acting, all necessary consents and 
      authorities to agree to the terms set out or referred to in this 
      Announcement) and will honour such obligations, and that its subscription 
      of the Placing Shares will be in compliance with applicable laws and 
      regulations in the jurisdiction of its residence, the residence of the 
      Company, or otherwise; 
 
  21. the Placing Shares have not been registered or otherwise qualified, and 
      will not be registered or otherwise, 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 Stated, or any other jurisdiction 
      of the United States, Australia, Canada, the Republic of South Africa or 
      Japan and, subject to certain exceptions, may not be offered, sole, take 
      up, renounced or delivered or transferred, directly or indirectly within 
      the  United States, Australia, Canada, the Republic of South Africa or 
      Japan or in any country or jurisdiction where any such action for that 
      purpose is required; 
 
  22. it has complied with all relevant laws of all relevant territories, 
      obtained all requisite governmental or other consents which may be 
      required in connection with the Placing Shares, complied with all 
      requisite formalities and that it has not taken any action or omitted to 
      take any action which will or may result in the Joint Bookrunners, the 
      Company or any of their respective directors, officers, agents, employees 
      or advisers acting in breach of the legal or regulatory requirements of 
      any territory in connection with the Placing; 
 
  23. its purchase of Placing Shares does not trigger, in the jurisdiction in 
      which it is resident or located: (i) any obligation to prepare or file a 
      prospectus or similar document or any other report with respect to such 
      purchase; (ii) any disclosure or reporting obligation of the Company; or 
      (iii) any registration or other obligation on the part of the Company; 
 
  24. 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 the relevant Joint Bookrunner for the Placing Shares allocated to it 
      in accordance with the terms and conditions of this Announcement on the 
      due time and date set out herein, failing which the relevant Placing 
      Shares may be placed with other subscribers or sold as the relevant Joint 
      Bookrunner may in its discretion determine and without liability to such 
      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; 
 
  25. none of the Joint Bookrunners nor any of their respective affiliates, 
      agents, directors, officers or employees or any person acting on behalf 
      of the Joint Bookrunners, 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 the Joint 
      Bookrunners' rights and obligations thereunder including any rights to 
      waive or vary any Conditions or exercise any termination right under the 
      Placing Agreement and that participation in the Placing is on the basis 
      that it is not and will not be a client of the Joint Bookrunners for the 
      purposes of the Placing and that the Joint Bookrunners do not have any 
      duties or responsibilities to it for providing the protections afforded 
      to its 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; 
 
  26. the person whom it specifies for registration as holder of the Placing 
      Shares will be (i) itself or (ii) its nominee, as the case may be. None 
      of the Joint Bookrunners 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 participate in the Placing and it agrees 
      to indemnify the Company and the Joint Bookrunners in respect of the same 
      (including any interest or penalties) on the basis that depository 
      interests representing Placing Shares will be allotted to the CREST stock 
      account of the Joint Bookrunners who will hold them as nominee on behalf 
      of such Placee until settlement in accordance with its standing 
      settlement instructions; 
 
  27. these terms and conditions and any agreements entered into by it pursuant 
      to these terms and conditions and any non-contractual obligations arising 
      out of or in connection with such agreements shall be governed by and 
      construed in accordance with the laws of England and Wales and it submits 
      (on behalf of itself and on behalf of any person on whose behalf it is 
      acting) to the exclusive jurisdiction of the English courts as regards 
      any claim, dispute or matter arising out of any such contract, except 
      that enforcement proceedings in respect of the obligation to make payment 
      for the Placing Shares (together with any interest chargeable thereon) 
      may be taken by the Company and/or the Joint Bookrunners 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; 
 
  28. the Joint Bookrunners and their respective affiliates, agents, directors, 
      officers, employees and any person acting on their behalf will rely upon 
      the truth and accuracy of the representations, warranties and 
      acknowledgements set forth herein and which are irrevocable and it 
      irrevocably authorises the Joint Bookrunners to produce this Announcement, 
      pursuant to, in connection with, or as may be required by any applicable 
      law or regulation, administrative or legal proceeding or official inquiry 
      with respect to the matters set forth herein; 
 
  29. to indemnify on an after tax basis and hold the Company, the Joint 
      Bookrunners and their respective affiliates, agents, directors, officers, 
      employees and any person acting on their behalf harmless from any and all 
      costs, claims, liabilities and expenses (including legal fees and 
      expenses) arising out of or in connection with any breach of the 
      representations, warranties, acknowledgements, agreements and 
      undertakings in this Appendix and further agrees that the provisions of 

      this Appendix shall survive after completion of the Placing; 
 
  30. 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 the Joint Bookrunners 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); 
 
  31. its commitment to subscribe for Placing Shares on the terms set out 
      herein and the Confirmation will continue notwithstanding any amendment 
      that may in future be made to the terms of the Placing and that Placees 
      will have no right to be consulted or require that their consent be 
      obtained with respect to the Company's conduct of the Placing. The 
      foregoing representations, warranties and confirmations are given for the 
      benefit of the Company and the Joint Bookrunners. The agreement to settle 
      a Placee's subscription (and/or the subscription of a person for whom 
      such Placee is contracting as agent) free of stamp duty and stamp duty 
      reserve tax depends on the settlement relating only to the subscription 
      by it and/or such person direct from the Company for the Placing Shares 
      in question. Such agreement assumes, and is based on a warranty from 
      each Placee, that neither it, nor the person specified by it for 
      registration as holder, of Placing Shares is, or is acting as nominee or 
      agent for, and that the Placing Shares will not be allotted to, a person 
      who is or may be liable to stamp duty or stamp duty reserve tax under any 
      of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary 
      receipts and clearance services). If there are any such arrangements, or 
      the settlement relates to any other dealing 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 or the Joint Bookrunners 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 notify the Joint 
      Bookrunners accordingly; 
 
  32. no action has been or will be taken by any of the Company or the Joint 
      Bookrunners or any person acting on behalf of the Company or the Joint 
      Bookrunners that would, or is intended to, permit a public offer of the 
      Placing Shares in any country or jurisdiction where any such action for 
      that purpose is required; 
 
  33. in making any decision to subscribe for the Placing Shares, 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 confirms that it is 
      experienced in investing in securities of this nature in this sector 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 further confirms that it relied on its own 
      examination and due diligence of the Company and its associates taken as 
      a whole, and the terms of the Placing, including the merits and risks 
      involved; 
 
  34. it has (a) made its own assessment and satisfied itself concerning legal, 
      regulatory, tax, business and financial considerations in connection 
      herewith to the extent it deems necessary; (b) had access to review 
      Publicly Available Information concerning the Company that it considers 
      necessary or appropriate and sufficient in making an investment decision; 
      (c) reviewed such information as it believes is necessary or appropriate 
      in connection with its subscription of the Placing Shares; and (d) made 
      its investment decision based upon its own judgment, due diligence and 
      analysis and not upon any view expressed or information provided by or on 
      behalf of the Joint Bookrunners; 
 
  35. it may not rely on any investigation that the Joint Bookrunners or any 
      person acting on its behalf may or may not have conducted with respect to 
      the Company, or the Placing and the Joint Bookrunners has not made any 
      representation to it, express or implied, with respect to the merits of 
      the Placing, the subscription for the Placing Shares, or as to the 
      condition, financial or otherwise, of the Company, or as to any other 
      matter relating thereto, and nothing herein shall be construed as a 
      recommendation to it to subscribe for the Placing Shares. It acknowledges 
      and agrees that no information has been prepared by the Joint Bookrunners 
      or the Company for the purposes of this Placing; 
 
  36. it will not hold the Joint Bookrunners or any of their respective 
      affiliates, agents, directors, officers, employees or any person acting 
      on their behalf responsible or liable for any misstatements in or 
      omission from any publicly available information relating to the Company 
      (including, but not limited to, the Publicly Available Information) or 
      information made available (whether in written or oral form) in 
      presentations or as part of roadshow discussions with investors relating 
      to the Company (the "Information") and that neither the Joint Bookrunners 
      nor any person acting on behalf of the Joint Bookrunners makes any 
      representation or warranty, express or implied, as to the truth, accuracy 
      or completeness of such Information or accepts any responsibility for any 
      of such Information; and 
 
  37. the Placing Shares have not been and will not be registered under the 
      Securities Act or with any securities regulatory authority of any state 
      or other jurisdiction of the United States, and accordingly, may not be 
      offered or sold or otherwise transferred in the United States except 
      pursuant to a registration statement under the Securities Act or an 
      exemption from the registration requirements of the Securities Act and, 
      in connection with any such transfer, the Company shall be provided, as a 
      condition to transfer, with a legal opinion of counsel, in form and by 
      counsel reasonably satisfactory to the Company, that no such Securities 
      Act registration is or will be required and with appropriate 
      certifications by the transferee as to appropriate matters. 
 
  38. if a Placee is purchasing the Placing Shares outside the United States, 
      the Placee (and any person acting on such Placee's behalf) agrees, 
      represents and warrants as follows: 
 
          1. it is aware that the Placing Shares are being offered outside the 
             United States in reliance on Regulation S promulgated under the 
             Securities Act ("Regulation S"); 
 
          2. it is, at the time of the offer and acceptance of the Placing 
             Shares, outside the United States for the purposes of Regulation 
             S; and 
 
          3. it did not purchase or otherwise acquire the Placing Shares based 
             on or due to directed selling efforts (as defined in Rule 902 
             under the Securities Act), including based on an advertisement in 
             a publication with a general circulation in the United States, nor 
             has it seen or been aware of any activity that, to its knowledge, 
             constitutes directed selling efforts in the United States. 
 
 
   The representations, warranties, acknowledgements and undertakings 
contained in this Announcement are given to each of the Joint 
Bookrunners for itself and on behalf of the Company and are irrevocable. 
 
   Each Placee, and any person acting on behalf of the Placee, acknowledges 
that the Joint Bookrunners do not owe any fiduciary or other duties to 
any Placee in respect of any representations, warranties, undertakings, 
acknowledgements, agreements or indemnities in the Placing Agreement. 
 
   In addition, Placees should note that they will be liable for any stamp 
duty and all other stamp, issue, securities, transfer, registration, 
documentary or other duties or taxes (including any interest, fines or 
penalties relating thereto) payable outside the United Kingdom by them 
or any other person on the subscription by them of any Placing Shares or 
the agreement by them to subscribe for any Placing Shares. 
 
   Each Placee and any person acting on behalf of each Placee acknowledges 
and agrees that the Joint Bookrunners or any of their affiliates may, 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 person acting on behalf of the Placee is dealing with 
the Joint Bookrunners, any money held in an account with the Joint 
Bookrunners 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 rules and regulations of the FCA made under FSMA. The Placee 
acknowledges that the money will not be subject to the protections 
conferred by the client money rules; as a consequence, this money will 
not be segregated from the Joint Bookrunners money in accordance with 
the client money rules and will be used by the Joint Bookrunners in the 
course of its own business; and the Placee will rank only as a general 
creditor of the Joint Bookrunners. 
 
   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. The Joint Bookrunners shall notify the Placees and 

any person acting on behalf of the Placees of any changes. 
 
   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 AIM, Euronext 
Growth and the TSX Venture Exchange Market. 
 
   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. 
 
 
 
 

(END) Dow Jones Newswires

May 17, 2019 02:56 ET (06:56 GMT)

Copyright (c) 2019 Dow Jones & Company, Inc.