RNS Number : 1763O

Constance Iron Limited

30 January 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT WOULD BE UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus and not an offer of shares for sale in any jurisdiction, including in or into Australia, Canada, Japan or the United States.

The content of this promotion has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000. Reliance on this promotion 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.

Neither this announcement, nor anything contained herein, nor anything contained in the Registration Document referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement or in the Registration Document except solely on the basis of the information contained in a prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, that may be published by Constance Iron Limited ( "Constance Iron" or the "Company") in due course in connection with a possible placing of ordinary shares in the capital of the Company (the "Shares") and the possible admission of such Shares to the standard listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market of London Stock Exchange plc ("Admission"). A copy of any Prospectus published by the Company will, if published, be available for inspection on the Company's website at https://www.constanceiron.com, subject to certain access restrictions.

30 January 2023

Constance Iron Limited

Announcement of Intention to Publish a Registration Document and

Expected Intention to Float on the London Stock Exchange

Constance Iron Limited ("Constance Iron" or the "Company"), whose principal activities will be the development and production of predominantly magnetite iron ore projects in Australia, announces that it is considering an initial public offering (the "IPO" or the "Offer") and that it intends to publish today a registration document (the "Registration Document"). Constance Iron is considering applying for admission of the Shares to the standard listing segment of the Official List of the FCA and to trading on the Main Market of the London Stock Exchange ("Admission").

Constance Iron Highlights:

-- Constance Iron has a 65% net profit interest in the Norseman Iron Ore Project (" Norseman "), Western Australia, through a funding and offtake agreement, and a 100% interest in the Constance Range Iron Ore Project (" Constance Range "), Queensland, Australia.

-- The Norseman iron ore resource is predominantly magnetite, recognised in the industry as "green iron ore" due to its lower impurities and its exothermic reaction at the blast furnace stage requiring lower fuel consumption than other iron ores, thus saving energy, emissions, and costs for steel smelters.

   --    Norseman has a number of advantages over other iron ore development projects, which include: 

o Near-term production - According to management's best estimates, expected to begin in FYQ1 2024 [1] (being calendar Q3 2023)

o Potential premium product - Norseman will initially produce around a targeted 62-63% Fe fines product through the dry process, and then a targeted 66% Fe product through a wet beneficiation process. Magnetite ore benefits from, amongst other aspects, lower impurities and exothermic properties, when compared to traditional hematite ores.

o Existing infrastructure - Norseman is conveniently located in proximity to critical infrastructure, including electricity, road, rail and a deep-water port facility at Esperance for export to prospective South-East Asian customers.

o Target customer base - MOUs being negotiated with identified target customers.

-- The Company's directors believe that Norseman has an opportunity for exploration upside through a planned pipeline of exploration. The target ore body is more than 27kms of strike length covered over a width of 1.8kms. The Norseman Competent Person's Report ("CPR"), by HGS Australia, has identified :

o The Norseman Iron Ore Project to have an exploration potential of between 362 - 938 million tonnes magnetite, at an average global resource grade of 35% Fe;

o Given the 35% head grade and Davis Tube Recovery results from the Norseman Iron Ore Project and adjacent projects as well as anticipated production grades from other magnetite projects in Australia, in the opinion of the Company the Norseman Iron Ore Project is capable of producing up to 66% Fe high-grade concentrate via a wet beneficiation process. The Norseman Iron Ore Project's life of mine has been modelled out to an estimated 30 years on the current resource.

-- Constance Range is an iron ore project 100% owned by the Company and situated northwest of Mount Isa in Queensland, Australia. The project, previously explored by BHP, has a previously categorised JORC 2004 "Inferred Resource" of approx. 6.1mt at 39.9% Fe (Deposit D) and approx. 236mt at 53.2% Fe (Deposit A), of which approx. 11.4mt is considered Direct Shipping Ore (DSO) with a 57.2% grade.

-- Constance Iron is led by Chief Executive Officer David Mckenzie, with 30 years in the mining industry including senior management positions at BHP and Rio Tinto. The Constance Iron Board includes Adam Giles, Chairman, who was the 10(th) Chief Minister of Australia's Northern Territory, and Non-Executive Directors Kenn MacMillan (JB Were, Merrill Lynch, UBS Wealth Management), Christopher Wellesley (UK investment banker), and Susan Prior (20 years' accounting experience, including her current appointment as CFO of a natural resources company).

David Mckenzie, Chief Executive of Constance Iron, said:

"The IPO of Constance Iron on the London Stock Exchange provides investors with exposure to a developer of targeted high-grade, low-impurity magnetite iron ore, an essential component to the production of 'Green Steel', which is necessary as the world continues to develop and urbanise in an environment increasingly seeking reduced emissions. Our proximity to existing infrastructure and plan to use dry magnetic separation means that we have an initial low-capex model with a short development timeline. We believe that these advantages when combined with a product, for which we expect there to be high global demand, will enable us to generate returns for shareholders following the IPO."

For further information please contact:

Analyst and Media enquiries:

Bobby Morse/ Oonagh Reidy

Buchanan

Tel: +44 (0)20 7466 5000 or constance@buchanan.uk.com

Investor enquiries:

Robert Emmet

Optiva Securities Limited

Tel: +44 ( 0)20 3137 1902 or Robert.Emmet@optivasecurities.com

Potential Fundraising Highlights:

Should Constance Iron proceed with an IPO, the current expectation is that:

 
 
         *    There will be a placing of the Company's shares by 
              Optiva Securities Limited ("Optiva") that will become 
              unconditional upon Admission. The Company is 
              targeting to raise gross proceeds of at least GBP60 
              million. 
 
        *    The net proceeds of the placing (if any) will be 
             primarily utilised to fund the exploration and 
             development to production of the Norseman Iron Ore 
             Project and exploration of the Constance Range Iron 
             Ore Project. 
 
 
        *    The details of the placing, together with any changes 
             to the Company's corporate governance arrangements 
             and any material developments subsequent to the 
             publication of the Registration Document will be 
             disclosed in the Prospectus, if and when published. 
 

A copy of the Registration Document will be uploaded to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism once approved by the FCA. A copy of the Registration Document will also be available online at https://www.constanceiron.com, subject to certain access restrictions.

Investment Highlights:

A. Iron Ore Market

Iron ore is the fourth most abundant element in the earth's crust, making up 5%, but the zones in which high-quality and economical quantities exist are finite. Western Australia and Queensland, as states of Australia, are globally recognised as environments that are safe and conducive for mining to thrive. According to 2020 OEC data, iron ore was the 13(th) most traded product, with a total trade of US$141 billion. Australia is the largest exporter of iron ore globally with a 56.4% market share in 2020 valued at US$79.6 billion. China was the world's largest importer in 2020, importing US$99 billion, or 70.2% of the market. Japan, South Korea, Malaysia and Singapore complete the top five importers with a combined share, with China, of 83.5% of the world's iron ore market.

The primary use of iron ore is in the production of steel. Steel being a critical resource required across a multitude of industries such as construction, transport, home appliances, and infrastructure, such as wind turbines. As a result, the price of iron ore is high; in 2021 the price of 62% Fe dry metric ton units averaged at USA$160. Although the price weakened in 2022, the average daily price for 2022 remained high, at USA$121.48/t, which is still above the historical 10-year average of USA$97.40/t for 62% fines CFR.

It is important to appreciate that iron ores can form from several different minerals but the most common are hematite and magnetite. Historically, miners have targeted production of hematite due to its naturally high grades, which required limited processing, resulting in a low-cost product referred to as direct shipping ore (DSO). However, the primary issue with hematite is that it carries a lot of impurities requiring high levels of coking coal in which to produce a quality steel product.

Hematite

Hematite is currently a favoured iron ore due to naturally high grades enabling DSO with minimal processing. However, the quality of DSO has declined over time as orebodies are exhausted and replacements remain undiscovered.

Magnetite

Magnetite is a relatively low-grade ore body that, unlike hematite, is very well suited to beneficiating (processing) through a dry-magnetic or wet beneficiation process to upgrade the ore into a saleable product. While the cost of processing is higher, the final product is of a higher purity than hematite DSO, despite similar Fe content, and commands a higher price in the market. This is due to higher purity products requiring less metallurgical coal to process, thus reducing emissions, and improving margins for steel mills.

B. Company Strategy

Due to the skill set of the Board and the Company's advisers, the strategy has been to acquire discrete, viable projects near operating or planned processing facilities. Today Constance Iron boasts a diverse portfolio of iron ore project areas, within the North Queensland region and in the Norseman region of Western Australia. The primary strategy will now pivot to developing production at the Norseman Project to fund further exploration at Norseman and Constance Range.

Initially, the Company's immediate strategy is to bring the Norseman Iron Ore Project to production via a dry magnetic separation process. The requirements to achieve this critical milestone will begin in Q3 FY23 with geological mapping, resource drilling, logistics upgrades, pit design and engineering, and the purchase and construction of the dry magnetic separators. The commissioning of the dry magnetic separation plant is estimated to occur in Q4 FY23, followed by initial open pit mining production in Q1 FY24, and will be the beneficiation method for the first 3 years of production. Over that 3-year period, management are targeting an average annual production rate of between 700k to 750k tonnes per annum of a targeted 62-63% Fe fines product with an estimated total cost of A$66/t. The timeline for this strategy of enabling early production provides an opportunity for the Company to generate initial cash flows within 12 months following admission on the LSE.

Stage 2 at the Norseman Iron Ore Project, which will run in conjunction with Stage 1, will be the approval, engineering, design, and commissioning of a wet beneficiation plant. In the opinion of the Company, the wet plant is capable of producing a high-grade iron ore concentrate with a targeted grade of up to 66% Fe and capacity is estimated to be 2-3mt/pa. Despite an estimated A$150-A$180m capex and higher processing cost of an approx. A$83/t, the product will normally command a premium in the marketplace. As a comparison, in FY22 (year end March 31, 2022) Champion Iron Ltd (ASX:CIA) produced a 66.2% Fe iron ore concentrate which sold for USA$181.1/dmt. This compares to the average 62% Fe Platts price of US$153.6/t over the same period.

Continually, in parallel with activities at the Norseman Project, the Company will initiate a new drilling program at the Constance Range Iron Ore Project to bring the mineral resource to JORC 2012 compliance. This is the first step in a long-term goal of developing the asset to production.

Key dependencies of the business model outlined above include:

   --                successful completion of the Placing; 
   --                the achievement of technical and commercial success of its exploration programme; 

-- grant of mining licenses to the Company pursuant to the Tenement Applications at Constance Range; and

   --                all necessary licences and regulatory approvals being secured and maintained. 

C. Norseman Iron Ore Project Funding and Offtake Agreement (65% Economic Interest)

In January 2022, Constance Iron signed a non-binding Heads of Agreement with Central Norseman Gold Corporation and Pangolin Resources in relation to an off-take arrangement and funding for its iron ore at the Norseman Project. Following this, in June 2022 a binding long-form agreement (the "Norseman Agreement") and, in December 2022, a related side letter, were signed between the same parties. Key terms and details of the agreement include:

1. Offtake terms:

a. Constance to purchase the first 400 million drilled metric tonnes of Iron Ore mined (comprising 5 tranches);

b. On or shortly following Constance Iron's Shares being accepted to the Official List and to trading on the Main Market of the London Stock Exchange, it will prepay the sellers under the Norseman Agreement (the "Tulla Parties") A$20 million cash and issue GBP7.5 million in Constance Iron Shares at the IPO issue price to the Tulla Parties (or their nominee) for the right to acquire an initial tranche of 200 million metric dry tonnes of iron ore (on a non-refundable basis). Thereafter, if and to the extent mineral reserves in excess of these 200 million tonnes are identified, Constance Iron will prepay for up to a further 4 tranches of 50 million tonne (in cash or equity in Constance at the option of Central Norseman Gold Corporation Pty Ltd and Pangolin Resources Pty Ltd) based on an agreed price per metric tonne (varying between A$0.25 and A$0.45) ("Base Quantity");

c. In addition to the prepaid tranches in respect of the Base Quantity, if and when such tonnages are mined and delivered to Constance Iron, Constance Iron will pay additional deferred consideration to the Tulla Parties in respect of such tonnages (calculated at an amount of 35% of the net proceeds of the on-sale of such product); and

d. Within the first 10 years, if and to the extent reserves are in excess of the Base Quantity are identified, Constance Iron has the right to purchase additional quantities of Iron Ore in tranches of 50 million tonnes at a price to be determined at the time ("Additional Quantities"). In addition to this prepayment, if and when such Additional Quantities are mined and delivered to Constance Iron, Constance Iron must pay deferred consideration to the Tulla Parties in respect of such Additional Quantities (calculated at an amount of 35% of the net proceeds of the on-sale of such product unless the Tulla Parties elect not to contribute funding in which case it will be at 10% of the net proceeds). After this 10-year period, Constance Iron's right to purchase Additional Quantities is subject to the agreement of the Parties.

2. Funding:

a. Constance Iron is obliged to fund the first A$42 million of costs incurred in respect of the exploration, development, mining, and treatment of product within the first 4 years; and

b. Otherwise, Constance Iron generally bears 65% of the costs incurred in respect of the exploration, development, mining, treatment of product and rehabilitation.

3. Option:

a. Within the first 10 years, if and to the extent reserves in excess of the Base Quantity and any Additional Quantities are identified, Constance Iron has an option to purchase all JORC categories of Iron Ore as stated in the JORC Code in excess of the Base Quantity and any Additional Quantities acquired by Constance Iron ("Excess Iron Ore").

b. The upfront consideration payable for the Excess Iron Ore is determined by a valuer (and is payable, at the election of the Tulla Parties, in cash or equity in Constance Iron). In addition to the upfront consideration for the Excess Iron Ore, when such tonnages are mined and delivered to Constance Iron, Constance Iron will pay additional deferred consideration to the Tulla Parties in respect of the Excess Iron Ore (calculated at an amount of 2.5% of the gross revenue in respect of the on-sale of such product). After this 10-year period, Constance Iron's right to purchase Excess Iron Ore is subject to the agreement of the Parties.

c. On and from the date that Constance Iron exercises the option (or, in the event the option is exercised after the 10-year period and the Tulla Parties accept Constance Iron's election) to purchase mined Excess Iron Ore, it generally bears 100% of the costs incurred in respect of the exploration, development, mining, treatment of product and rehabilitation.

4. Project Contractor:

a. Under the Agreement the Tulla Parties have appointed Constance Iron as the 'Project Contractor' generally responsible for managing the day-to-day exploration, development, mining, treatment and rehabilitation activities of the Norseman iron ore project in accordance with the mineral rights deed which governs the rights and obligations of the Tulla Parties in connection with the Industrial Mineral Rights on the Norseman Tenements. The Tulla Parties have the right to remove Constance Iron from this role in prescribed circumstances (e.g. material unremedied breach of its obligations).

D.

Directors

Adam Giles, Non-Executive Chairman (aged 49)

Adam was the 10th Chief Minister of Australia's Northern Territory and held parliamentary office from 2008 until 2016. During his political career Adam held the portfolios of Chief Minister, Treasury, Major Projects, Economic Development, Indigenous Affairs, Transport and Infrastructure. Prior to politics, Adam had a long career in developing regional economic policy for the Australian Government including working as an economic policy adviser in the Department of Prime Minister and Cabinet. Adam is the current Chair of Australian Copper exploration company Locksley Resources Ltd and an Independent Director of Norcliffe Mining Services Ltd.

Adam was appointed as a director of the Company on 7 March 2019.

Christopher Wellesley, Non-Executive Director (aged 58)

Christopher is a highly experienced banking and capital markets executive with the board and not-for-profit expertise, comprising three decades of senior roles within tier-one institutions in London and Hong Kong, working with clients in the resources, energy and funds management sectors. In addition, Christopher has an extensive network of senior, key relationships across the UK capital markets as well as demonstrated capital raising, corporate and financial markets expertise and a deep commitment and involvement in a range of private philanthropic activities.

Christopher was appointed as a director of the Company on 1 July 2020.

Kenn MacMillan, Non-Executive Director (aged 54)

Kenn has over 30 years of financial services experience, spanning across multiple blue-chip financial services companies including JBWere and Merrill Lynch, where he headed up their Australian Private Clients business. Following this Kenn joined UBS Wealth Management in 2004 as head of its Sydney office and was promoted to Managing Director in 2007. Kenn MacMillan founded MacMillan Capital, an investment and corporate advice business in January 2020. Kenn's career spans corporate advice, investment advice and non-executive directorships and he has significant experience managing financial services businesses and advising professional investors and corporate clients on all aspects of their businesses including raising capital, strategy and investment across all asset classes.

Kenn was appointed as a director of the Company on 14 April 2021

Susan Prior, Non-Executive Director (aged 52)

Susan has more than 20 years' accounting experience and is currently CFO of an oil & gas company. As a CFO she has extensive experience in financial management including developing monthly management reporting processes, integration and improvement to finance functions, establishing internal control mechanisms and financial governance, treasury management, tax structuring and meeting regulatory obligations.

Susan has served as a CFO for oil and gas companies since 2015. Earlier in her career, Susan was a Director of PwC in London and a Partner at EY in New York, where her roles centred on cross-border work with clients including carve-out transactions, acquisitions, and capital raisings.

Susan was appointed as a director of the Company on 29 July 2022.

David McKenzie, Chief Executive Officer (aged 58)

David is an established mining professional with 30 years industry experience across base metals and iron ore processing as well as open pit mining operations. He has held senior management and statutory positions with blue-chip natural resources companies such as BHPB Cannington (ASX:BHP), and Rio Tinto West Angelas (ASX: RIO).

David served as COO from 5 April 2021 until 30 September 2021, from which point he has served as CEO (following the termination of the previous CEO, Stephen Woodham). David was appointed and as an executive director of the Company on 1 July 2022.

Company Secretary

Rajesh Padmanabhan, Company Secretary

Rajesh has more than 16 years' experience in the Australian mining industry. He has held various senior management positions, including Finance & Commercial Manager for Aditya Birla Minerals at Mt Gordon Copper and Management & Project Accountant for Barrick (Australia) Pty Ltd at Porgera Mine Operations.

Important legal information

This announcement has been prepared by and is the sole responsibility of Constance Iron, and has not been approved by Optiva. Optiva is acting for Constance Iron and no one else and will not be responsible for providing the protections afforded to clients of Optiva or for providing advice in relation to the proposed placing to any other person. Optiva can be contacted at 118 Piccadilly, London W1J 7NW.

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

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute or form a part of any offer to sell or issue, or the solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities to any person in Australia, Canada, Japan or the United States (including its territories and possessions, any State of the United States and the District of Columbia) or in any other jurisdiction. The Shares have not been and will not be registered under the Securities Act, or under the securities law of any state or other jurisdiction of the United States, and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The possible placing referred to herein has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. There has not been and will not be a public offering of the Shares in Australia, Canada, Japan, the United States or elsewhere.

In Australia, this announcement is being distributed only to, and is directed only at, persons who are either: (A) a "sophisticated investor" within the meaning of section 708(8) of the Corporations Act 2001 (Cth) ("Australian Corporations Act 2001") and, if applicable, have provided an accountant's certificate in accordance with section 708(8)(c)(i) or (ii) of the Australian Corporations Act 2001 and related regulations to the Company before receiving this announcement; (B) a "professional investor" within the meaning of section 708(11) of the Australian Corporations Act 2001; or (C) a person associated with the Company under section 708(12) of the Australian Corporations Act 2001. This announcement does not constitute, or purport to include the information required of a disclosure document under the Australian Corporations Act 2001 and will not be lodged with the Australian Securities and Investments Commission. In making an investment decision, prospective investors must rely on their own examination of the merits and risks involved. The Company is not licensed in Australia to provide financial product advice in relation to the Shares.

In the United Kingdom, this announcement is being distributed only to, and is directed only at, persons who: (A) are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented; and (B) (i) are "investment professionals" specified in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iii) are other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). In member states of the European Economic Area (the "EEA"), this announcement is addressed only to, and directed only at, persons in who are "qualified investors" within the meaning of Article 2(e) of the Prospectus Regulation (Regulation ((EU) 2017/1129) ("Qualified Investors"). This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, and (ii) in any member state of the EEA, by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is available only to: (i) in the United Kingdom, Relevant Persons; and (ii) in any member state of the EEA, Qualified Investors, and will be engaged in only with such persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect the Company's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Each of the Company and Optiva and their respective affiliates as defined under Rule 501(b) of Regulation D under the Securities Act ("affiliates"), expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.

Any purchase of Shares in the possible placing should be made solely on the basis of information contained in the Prospectus which may be issued by the Company in connection with the possible placing. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the Prospectus, if published. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Neither this announcement, nor anything contained in the Registration Document referred to herein, shall form the basis of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any contract therefor.

The Company may decide not to go ahead with the potential IPO and there is therefore no guarantee that a Prospectus will be published, the placing will complete or that Admission will occur. You should not base any financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested.

Persons considering making investments should consult an authorised person specialising in advising on such investments. Neither this announcement, nor the Registration Document referred to herein, constitutes a recommendation concerning the possible placing. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the possible placing for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.

Optiva or any of its respective affiliates or any of its or its respective affiliates' directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith.

Optiva is acting exclusively for the Company and no one else in connection with the possible placing. It will not regard any other person (whether or not a recipient of this document) as its respective clients in relation to the possible placing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, nor for providing advice in relation to the possible placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement or in the Registration Document referred to herein.

The Registration Document, which will be made available to the public in accordance with the Prospectus Regulation Rules of the FCA, has been prepared for the purpose of providing information on the Company and may be combined with a securities note and summary to form a Prospectus in accordance with the Prospectus Regulation Rules of the FCA. However, the Registration Document, where not combined with the securities note and summary to form a Prospectus does not constitute a Prospectus, nor an offer or invitation to sell or issue, or a solicitation of an offer or invitation to purchase or subscribe for, any securities in the Company, in any jurisdiction, including in Australia, the United States, Canada, Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

Optiva is authorised and regulated by the Financial Conduct Authority in the United Kingdom.

Unless otherwise indicated, market, industry and competitive position data are estimates (and accordingly, approximate) and should be treated with caution. Such information has not been audited or independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.

Certain data in this announcement, including financial, statistical, and operating information has been rounded. As a result of the rounding, the totals of data presented in this announcement may vary slightly from the actual arithmetic totals of such data. Percentages in tables may have been rounded and accordingly may not add up to 100%.

For the avoidance of doubt, the contents of the Company's website is not incorporated by reference into, and do not form part of, this announcement.

[1] Fiscal Year End June 30

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January 30, 2023 02:00 ET (07:00 GMT)