THIS ANNOUNCEMENT  AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE, TRANSMISSION, DISTRIBUTION OR FORWARDING WOULD BE UNLAWFUL (OR TO ANY PERSONS IN ANY OF THOSE JURISDICTIONS). PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK version of the Market Abuse Regulation (EU) No.596/2014, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, ANY PERSONS WHO RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

Belluscura plc

("Belluscura", the "Company" or the "Group")

Conditional Firm Placing of
$5.0 million Belluscura 10% Unsecured Convertible Loan Notes 2026

Broker Option through Dowgate ("Broker Option") entitling Dowgate to elect to
 conditionally allocate up to an additional
$5.0 million Belluscura 10% Unsecured Convertible Loan Notes 2026

Amendment to Articles of Association

Related Party Transactions

Belluscura plc (AIM: BELL), a leading medical device developer focused on lightweight and portable oxygen enrichment technology, today announces that it has raised approximately $5.0 million (£4.1 million) through the conditional issue of a 10% Unsecured Convertible Loan Notes 2026 (the "Placing Loan Notes") (the "Placing").

Dowgate Capital Limited ("Dowgate") is acting as sole placing agent, bookrunner and broker in connection with the Placing and SPARK Advisory Partners Limited ("SPARK") is acting as the Company's nominated adviser.

Background to the Placing

The Company announced on 13 January 2023 that it has made considerable progress in the past year. In March 2022, the Company signed a manufacturing Master Supply Agreement ("MSA") with InnoMax Medical Technology, Ltd ("InnoMax") to manufacture the X-PLOR portable POC in China and took the decision to transfer its US manufacturing in-house, to increase production output at high quality standards, and achieve a significant reduction in production costs. This was successfully completed at the end of July 2022, simultaneously achieving ISO:13485 accreditation, which allows the Company to apply for international registrations.

The Company launched the next generation X-PLOR in September 2022, which has been well received by the market based upon its performance and reliability and is now distributing throughout the US through multiple sales channels.  In addition, the collaboration agreement with the VGM Group has resulted in 17 new distribution agreements in the last three months, and in December 2022 the Company signed its first international distribution agreement with MedHealth Supplies of South Africa, with the first shipment selling out within 48 hours.

By 31 December 2022 the Company had shipped or received orders for 2,850 X-PLOR units with 1,226 units being shipped in 2022 (2021: 377). The Company stated that at the year-end it had retained cash balances of $1.8 million, which together with inventory and inventory deposits, amounted to $11.9 million. 

The Company is pleased with the sales momentum of X-PLOR, aided by the InnoMax agreement in China, and the successful change of strategy to in-house manufacture which has resulted in improved quality controls.  The expanded global operation and in-house manufacturing capability has led to a growth in inventory levels and therefore requires additional cash resources to finance raw materials. These inventory levels will see a significant downward trend over the next 12 months as the InnoMax operation comes fully on stream. 

Further, in order for the Company to deliver on a successful launch of the DISCOV-R product, which is expected to be launched for pre-market evaluation in Q1 2023, with full commercialisation anticipated in Q2, the Board is seeking to raise a minimum of $5.0 million through the Placing Loan Notes.  The Company has also issued a Broker Option to enable Dowgate to arrange the placing of further loan notes to raise up to an additional approximately $5.0m (the "Broker Option Loan Notes"), together with the Placing Loan Notes (the "Loan Notes").

Placing of Loan Notes

Dowgate has conditionally placed $5.0 million (£4.1 million) of the Placing Loan Notes with a select group of investors, including certain existing Belluscura shareholders ("Shareholders"). 

Pursuant to a placing agreement between the Company, SPARK and Dowgate dated 27 January 2023 (the "Placing Agreement"), Dowgate has conditionally agreed to use its reasonable endeavours to place $5.0 million (£4.1 million) of the Placing Loan Notes. The Placing is conditional, inter alia, upon passing certain resolutions (the "Resolutions") that will be proposed at a shareholders' meeting to be held on or around 16 February 2023 (the "General Meeting").

The Placing is not being underwritten (in whole or in part) by Dowgate, SPARK or any other person.

Broker Option

Given that the Placing has not been offered on a pre-emptive basis and in  order to accommodate potential additional demand for Loan Notes, the Company has granted the Broker Option to Dowgate to enable Dowgate to fulfil any additional requests to participate in the Placing, for up to a further approximately $5.0 million (£4.0 million). The Broker Option is exercisable by Dowgate at its absolute discretion, at any point up to 5.00pm on 9 February 2023 and there is no obligation on Dowgate to exercise the Broker Option or to seek to procure subscribers for any Broker Option Loan Notes pursuant to the Broker Option.  Any Broker Option Loan Notes issued pursuant to the exercise of the Broker Option will be issued on the same terms and conditions as the Placing Loan Notes.

The Placing and Broker Option (together the "Convertible Loan Note Financing") when combined will, if the Broker Option is exercised in full, and assuming all interest on the Loan Notes is capitalised, result in the issue upon conversion of the Loan Notes up to 21,590,029 Belluscura new ordinary shares, representing approximately 14.9% of the enlarged issued share capital of the Company. 

Terms of the Loan Notes

The key terms of the Loan Notes are:

Instrument                        10% Convertible Unsecured Loan Notes 2026 constituted pursuant to a loan note instrument dated 27 January 2023 (the "Instrument").  The Loan notes will be transferable in accordance with the terms of the Instrument but will not be listed on a public market

Issue Price                          Loan Notes of £1.00 issued at par

Conversion                        Convertible into ordinary shares at a conversion price of 50 pence per share.  Conversion at the holder's election on the final business day of each quarter, commencing on 30 June 2023 and otherwise automatically at 3 years from the date of the Instrument (the "Maturity Date")

Repayment                        On the Maturity Date, unless otherwise converted

Term                                     Three years from date of issue. Loan Notes are not redeemable in cash, other than in exceptional circumstances, but are converted into ordinary shares in the capital of the Company on their Maturity Date in accordance with the terms of the Instrument.

Coupon                               10% per annum, paid annually.  The coupon to be paid in cash or capitalised at the Company's discretion

Minimum size                   £1,000

Directors' and connected party participation in the Placing

David Poutney and Adam Reynolds are Directors of the Company. Nigel Wray is a Substantial Shareholder (as defined by the AIM Rules). Each of David Poutney, Adam Reynolds and Nigel Wray have agreed that they will participate in the Placing as set out below.

* includes 2,658,314 Ordinary Shares held by Vivienne Poutney, Mr Poutney's spouse.

** excluding any accrued interest on the Loan Notes that may be capitalised at the Company's option

Related Party Transaction - participation in the Placing

As set out above Directors David Poutney and Adam Reynolds, and Substantial Shareholder  Nigel Wray have agreed that they will participate in the Placing of the Loan Notes.

The participation in the Placing  by each of David Poutney and Adam Reynolds constitute related party transactions under the AIM Rules for Companies. As such, David Poutney and Adam Reynolds are not considered independent for the purposes of AIM Rule 13 in relation to these related party transactions.

Robert Rauker, Anthony Dyer, Dr. Patrick Strollo and Richard Piper who are Directors of the Company, are considered independent in relation to the consideration of these related party transactions under AIM Rule 13.

Having consulted with SPARK, the Company's nominated adviser, the Independent Directors consider that the terms of each of David Poutney's and Adam Reynolds' participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.

All the Directors are considered independent in relation to the consideration of the participation in the Placing by Nigel Wray.

Having consulted with SPARK, the Company's nominated adviser, the Directors consider that the terms of Nigel Wray's participation in the Placing of Loan Notes are fair and reasonable insofar as Shareholders are concerned.

Related Party Transaction - Dowgate's participation in the Placing Agreement

As set out above, certain Directors and a Substantial Shareholder have agreed to participate in the Placing. The proposed participation by these parties constitute related party transactions under Rule 13 of the AIM Rules.

David Poutney, a Non-Executive Director of the Company, is Chairman of, and a major shareholder in, Dowgate Group Limited ("Dowgate Group") and Chief Executive of Dowgate, a wholly owned subsidiary of Dowgate Group. As set out above, Dowgate is party to the Placing Agreement, under which Dowgate will receive:

-    a fee of £40,000;

-    commission amounting to 5% of funds raised in the Placing*; and

-    commission amounting to 5% of funds raised under the Broker Option*,

                         * excepting any subscriptions made by Directors

Entering into the Placing Agreement constitutes a related party transaction under the AIM Rules for Companies.

As David Poutney is not considered independent for the purposes of AIM Rule 13, Robert Rauker, Anthony Dyer, Dr. Patrick Strollo, Adam Reynolds and Richard Piper (the "Independent Directors") have considered the terms of this related party transaction for the purposes of AIM Rule 13.

Having consulted with SPARK, the Company's nominated adviser, the Independent Directors consider that the terms of the Placing Agreement are fair and reasonable insofar as shareholders are concerned.

Shareholders' Meeting

The issue of the Loan Notes is conditional on the passing of certain resolutions (the "Resolutions") that will be proposed at the General Meeting.  The Resolutions will, inter alia, increase the current authority to disapplying the relevant statutory pre-emption rights in relation to the issue of new ordinary shares in the Company, sufficient to enable the conversion of the Loan Notes in full. The Resolutions will also seek an amendment to the Company's Articles of Association to amend the restriction on the Company's borrowing powers and align it with that of guidelines issued by The Investment Management Association.  The amendments to the Articles of Association will allow the Company to incur borrowings up to an amount equal to two times its adjusted capital and reserves from time to time and, as a result, the Company will be permitted to issue the Loan Notes. 

It is expected that, subject, inter alia, to approval by Shareholders of the Resolutions at the General Meeting the Loan Notes will be issued to placees on or around 17 February 2023.

A Circular and notice of the General Meeting are expected to be sent to Shareholders on or around 31 January 2023.  Notice of the General Meeting will made available on the Company's website: www.belluscura.com.

For the purposes of this announcement, a currency exchange rate of $1:£1.2375 has been used.

For further information please contact:

IMPORTANT NOTICES

THIS ANNOUNCEMENT  AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "ANNOUNCEMENT") IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE ANY SECURITIES IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (COLLECTIVELY, THE "UNITED STATES")), AUSTRALIA, CANADA, THE REPUBLIC OF SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL OR WHICH WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT, REGISTRATION, FILING OR OTHER FORMALITY WHICH THE COMPANY REGARDS AS UNDULY ONEROUS (THE "RESTRICTED JURISDICTIONS") OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NO PUBLIC OFFERING OF THE LOAN NOTES IS BEING MADE IN ANY SUCH JURISDICTION. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF SUCH JURISDICTIONS.

This announcement is not for publication or distribution or release, directly or indirectly, in whole or in part, in or into Restricted Jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this 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. No action has been taken that would permit an offering of the Loan Notes or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

The Loan Notes have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, into or within the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act and the securities laws of any relevant state or other jurisdiction of the United States. No public offering of securities is being made in the United States or in any other jurisdiction.

Subject to certain exceptions, the Loan Notes may not be offered or sold in the Restricted Jurisdictions or to, or for the account or benefit of, any national, resident or citizen of the Restricted Jurisdictions. No public offering of the Loan Notes is being made in the United States, the United Kingdom or elsewhere.

The distribution of this announcement and the Convertible Loan Note Financing in certain jurisdictions may be restricted by law. No action has been taken by the Company, Dowgate, SPARK or any of their respective affiliates, directors, officers, partners, employees, advisers or agents (collectively, "Representatives") that would, or is intended to, permit an offer of the Loan Notes or possession or distribution of this announcement or any other offering or publicity material relating to such Loan Notes in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company, Dowgate and SPARK to inform themselves about and to observe any restrictions contained in this announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this announcement should seek appropriate advice before taking any action. Persons distributing any part of this announcement must satisfy themselves that it is lawful to do so.

This announcement is directed at and is only being distributed to: (a) if in a member state of the European Economic Area ("EEA"), persons who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (together with any implementing measures in such member states, the "EU Prospectus Regulation") ("Qualified Investors"), (b) if in the United Kingdom, Qualified Investors within the meaning of Article 2(e) of the UK version of Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") who are persons who (i) have professional experience in matters relating to investments and are "investment professionals" within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order") or (ii) are persons falling within Article 49(2)(a) to (d) of the Order, and (c) are persons to whom it may otherwise lawfully be communicated (each such person in (a), (b) and (c), a "Relevant Person" and together being referred to as "Relevant Persons").

No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Convertible Loan Note Financing and no such prospectus is required (in accordance with the UK Prospectus Regulation) to be published in the United Kingdom or any equivalent document in any other jurisdiction.

No other person should act on or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this announcement, you represent and agree that you are a Relevant Person. This announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this announcement or the Placing relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.

Certain statements in this announcement are forward-looking statements with respect to the Company's expectations, intentions and projections regarding its future performance, strategic initiatives, anticipated events or trends and other matters that are not historical facts and which are, by their nature, inherently predictive, speculative and involve risks and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. All statements that address expectations or projections about the future, including statements about operating performance, strategic initiatives, objectives, market position, industry trends, general economic conditions, expected expenditures, expected cost savings and financial results are forward-looking statements. Any statements contained in this announcement that are not statements of historical fact are, or may be deemed to be, forward-looking statements. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "could", "intend", "estimate", "expect", "may", "plan", "project" or words or terms of similar meaning or the negative thereof, are not guarantees of future performance and are subject to known and unknown risks and uncertainties. There are a number of factors including, but not limited to, commercial, operational, economic and financial factors, that could cause actual results, financial condition, performance or achievements to differ materially from those expressed or implied by these forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the Company's ability to control or estimate precisely, such as changes in taxation or fiscal policy, future market conditions, currency fluctuations, the behaviour of other market participants, the actions of governments or governmental regulators, or other risk factors, such as changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions, including inflation, recession and consumer confidence, on a global, regional or national basis. Given those risks and uncertainties, readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date of this announcement. Each of the Company, Dowgate and SPARK expressly disclaims any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise unless required to do so by applicable law or regulation.

Each of Dowgate and SPARK are authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"). Each of Dowgate and SPARK is acting exclusively for the Company and for no one else in connection with the Convertible Loan Note Financing and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Convertible Loan Note Financing or any other matter referred to in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for giving advice in relation to the Convertible Loan Note Financing or any other matter referred to in this announcement.

This announcement is being 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 or on behalf of Dowgate or SPARK (apart from the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("FSMA") or the regulatory regime established thereunder) or by their respective affiliates or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness 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 or any other statement made or purported to be made by or on behalf of Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives in connection with the Company, the Loan Notes or the Convertible Loan Note Financing and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Dowgate or SPARK or any of their respective affiliates or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in 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 therefor is expressly disclaimed. The information in this announcement is subject to change.

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 announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the US Securities Act or the applicable laws of other jurisdictions.

This announcement does not constitute a recommendation concerning any investor's options with respect to the Convertible Loan Note Financing. Recipients of this announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this announcement. This announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Loan Notes. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of shares (including any shares issued as a result of any conversion from the Loan Notes). Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult with his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.

Any indication in this announcement of the price at which the Company's securities have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast or profit estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

This announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.

Members of the public are not eligible to take part in the Convertible Loan Note Financing and no public offering of Loan Notes is being or will be made.

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.

This announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

Each of Dowgate and SPARK and their respective affiliates may have engaged in transactions with, and provided various commercial banking, investment banking, financial advisory transactions and services in the ordinary course of their business with the Company and/or its affiliates for which they would have received customary fees and commissions. Each of Dowgate and SPARK and their respective affiliates may provide such services to the Company and/or its affiliates in the future.

Solely for the purposes of the product governance requirements contained within: (a) Directive 2014/65/EU on markets in financial instruments as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive 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 Loan Notes have been subject to a product approval process, which has determined that such Loan Notes 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, distributors should note that: the price of any shares issued as a result of any conversion from the Loan Notes may decline and investors could lose all or part of their investment; the Loan Notes offer no guaranteed income and no capital protection; and an investment in the Loan Notes 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 Convertible Loan Note Financing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Dowgate 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 Loan Notes. Each distributor is responsible for undertaking its own target market assessment in respect of the Loan Notes and determining appropriate distribution channels.