EMMERSON PLC — Capital/Financing Update 2017

Feb 14, 2017

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or the action you should take, you are recommended to seek your own financial advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is duly authorised under the Financial Services and Markets Act 2000 (''FSMA").

This Document comprises a prospectus relating to Emmerson Plc (the ''Company") prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ''FCA") made under section 73A of FSMA and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

Applications will be made to the FCA for all of the ordinary shares in the Company (issued and to be issued in connection with the Placing) (the "Ordinary Shares") to be admitted to the Official List of the UK Listing Authority (the "Official List") (by way of a standard listing under Chapter 14, respectively of the listing rules published by the UK Listing Authority under section 73A of FSMA as amended from time to time (the "Listing Rules") and to the London Stock Exchange Plc (the "London Stock Exchange") for such Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities (together, ''Admission"). It is expected that Admission will become effective, and that unconditional dealings in the Ordinary Shares will commence, at 8.00 a.m. on 15 February 2017.

This Document constitutes an offering document for the purposes of section 45 of the Companies Act 2006 of the Isle of Man ("IOM Companies Act") and is prepared in compliance with the requirements of that section. It is not necessary for this offering document to be filed or registered with any governmental or public body, authority or agency in the Isle of Man either on, before or after the date of its publication and it is not intended that this offering document will be filed with the Registrar of Companies in the Isle of Man, pursuant to section 45(5) of the IOM Companies Act. This Document has not been approved by the Isle of Man Financial Services Authority (''FSA'') or any other regulatory or governmental authority in or of the Isle of Man. Investors are not protected by statutory compensation arrangements and the FSA does not vouch for the financial soundness of the Company or for the accuracy of statements made or opinions expressed about it.

THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ BY PROSPECTIVE INVESTORS. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE ORDINARY SHARES, AS SET OUT IN THE SECTION ENTITLED ''RISK FACTORS" BEGINNING ON PAGE 15 OF THIS DOCUMENT.

The Directors, whose names appear on page 36, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import.

EMMERSON PLC

(incorporated in the Isle of Man in accordance with the laws of the Isle of Man with number 013301V)

Placing of 30,433,242 New Ordinary Shares of no par value at a Placing Price of 3p per New Ordinary Share and admission of the Enlarged Shares in Issue to the Official List (by way of a Standard Listing under Chapter 14 of the Listing Rules) and to trading on the London Stock Exchange's Main Market for listed securities

Financial Adviser, Broker and Placing Agent

OPTIVA SECURITIES LIMITED

Optiva Securities Limited ("Placing Agent") has been appointed by the Company as financial adviser, broker, and placing agent in connection with the Placing. The Placing Agent, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no one else in relation to the Placing and Admission. The Placing Agent will not regard any other person (whether or not a recipient of this Document) as its client in relation to the Placing and Admission and will not be responsible to anyone (other than the Company in respect to Admission) for protections afforded to the clients of the Placing Agent or for providing any advice in relation to Admission or the Placing, the contents of this Document or any transaction or arrangement referred to herein. No liability whatsoever is accepted by the Placing Agent for the accuracy of any information or opinions contained in this Document or for the omission of any material information, for which it is not responsible. However, nothing in this paragraph excludes or limits any responsibility which the Placing Agent may have under the Financial Services and Market Act 2000 or the regulatory regime established thereunder, or which, by law or regulation cannot otherwise be limited or excluded.

This Document does not constitute an offer to sell or an invitation to subscribe for, or the solicitation of an offer or invitation to buy or subscribe for, Ordinary Shares in any jurisdiction where such an offer or solicitation is unlawful or would impose any unfulfilled registration, publication or approval requirements on the Company.

The Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state or other jurisdiction of the United States or under applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares may not be, offered, sold, resold, transferred or distributed, directly or indirectly, within, into or in the United States or to or for the account or benefit of persons in the United States, Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The distribution of this Document in or into jurisdictions other than the United Kingdom may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares have not been approved or disapproved by the US Securities Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed comment upon or endorsed the merits of the Placing or adequacy of this Document. Any representation to the contrary is a criminal offence in the United States.

Application will be made for the Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Premium Listings on the Official List, which are subject to additional obligations under the Listing Rules.

It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules, nor to impose sanctions in respect of any failure by the Company to so comply.

CONTENTS

	Page
SUMMARY	4
RISK FACTORS	15
CONSEQUENCES OF A STANDARD LISTING	30
IMPORTANT INFORMATION	31
EXPECTED TIMETABLE OF PRINCIPAL EVENTS	35
PLACING STATISTICS	35
DEALING CODES	35
DIRECTORS, AGENTS AND ADVISERS	36
PART I THE COMPANY'S STRATEGY	37
PART II THE COMPANY, ITS BOARD AND THE ACQUISITION STRUCTURE	43
PART III THE PLACING	46
PART IV SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES	51
PART V FINANCIAL INFORMATION ON THE COMPANY	55
PART VI TAXATION	64
PART VII ADDITIONAL INFORMATION	68
PART VIII NOTICES TO INVESTORS	86
PART IX DEFINITIONS	88

SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are numbered in Sections A—E (A.1—E.7).

This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of "not applicable''.

	SECTION A – INTRODUCTIONS AND WARNINGS
A.1	Warning to investors	This summary should be read as an introduction to this Document. Any decision to invest in the Ordinary Shares should be based on consideration of this Document as a whole by the investor.
		Where a claim relating to the information contained in this Document is brought before a court the plaintiff Investor might, under the national legislation of the EEA States, have to bear the costs of translating this Document before legal proceedings are initiated.
		Civil liability attaches only to those persons who have tabled this summary including any translation thereof but only if this summary is misleading, inaccurate or inconsistent when read together with the other parts of this Document or it does not provide, when read together with the other parts of this Document, key information in order to aid investors when considering whether to invest in such securities.
A.2	Consent for intermediaries	Not applicable. There will be no resale or final placement of securities by financial intermediaries.

	SECTION B – ISSUER
B.1	Legal and commercial name	The legal and commercial name of the issuer is Emmerson Plc.
B.2	Domicile/ Legal Form/ Legislation/ Country of Incorporation	The Company was incorporated on 1 March 2016 with limited liability under the laws of the Isle of Man under the IOM Companies Act 2006 with an indefinite life.
B.3	Current operations/ Principal activities and markets	Introduction The Company was incorporated on 1 March 2016. As at the date of this Document, the Company does not have any current operations or principal activities, no products are sold or services performed by the Company, the Company does not operate or compete in any specific market, and the Company has no subsidiaries.
		The Company was formed to undertake an acquisition of a target company or business. The Company does not have any specific acquisition under consideration and does not expect to engage in substantive negotiations with any target company or business until after Admission. The Directors believe that their network, the Company's cash resources, and profile following Admission, mean that the Company will target an Acquisition where the target company has a minimum net present value of £5 million up to £100 million. The Company expects that any funds not used in connection with the Acquisition will be used for

	future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
	Following completion of an Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition.
	The Company's efforts in identifying a prospective target company or business will be primarily limited to both exploration companies and production companies in the natural resources sector in South East Asia, Africa, and the Middle East. However, the Directors will not exclude any target company with growth potential in any other sector or jurisdiction.
	In assessing the potential Acquisition, the Board will pay particular attention to the following overriding factors:
	the existence of production providing cash flow for the business; ●
	strong exploration potential in known natural resources producing ● areas;
	the quality of the management; and ●
	an established track record of developing natural resources assets. ●
	Following Admission, the Directors will be responsible for procuring investment and acquisition opportunities to be considered by the Company. The Company has recruited a Board it believes is well suited for the purposes of implementing its business strategy mixing a strong track record of growing diversified business groups in both the natural resources sector and financial sector (including, inter alia, the mining, oil and gas, energy, and corporate finance sectors), considerable public company experience and a wide network of global contacts. Based on the Directors collective experience in growing such businesses in the natural resource sector, the Directors consider that there are opportunities to create value for Shareholders in the natural resources sector. The Company will utilise outside consultants and advisers as the situation demands, at the Board's discretion.
	The Acquisition, which the Company is targeting to make within a 12 month timeframe from Admission, will be treated as a Reverse Takeover, requiring an application for the Company to have its Ordinary Shares admitted to the Official List and to trade on the Main Market for listed securities of the London Stock Exchange or, in the event this is not carried out, the Board currently intends to apply for the Company's Ordinary Shares to be admitted to another stock exchange. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to Board approval.
	The Company has not engaged or retained any agent or other representative to identify or locate any suitable Acquisition, to conduct any research or take any measures, directly or indirectly, to locate or contact a target company or business. To date, the Company's efforts have been limited to organisational activities as well as activities related to the Placing and Admission. The Company may subsequently seek to raise further capital for purposes of the Acquisition. The Articles do not contain any restrictions on borrowing and/or leverage limits.
	The determination of the Company's post-Acquisition strategy and whether any of the Directors will remain with the combined company and on what terms, will be made at or prior to the time of the Acquisition.

Business strategy and execution The Directors intend to focus on the natural resources sector given their experience in this area but will not exclude any company with growth potential in any other sector.
The Directors intend to take an active approach in order to complete an Acquisition and to adhere to the following guidelines:
Geographic focus: The Company intends, but is not required to, ● seek to acquire an exploration or production company or business with operations in the natural resources sector in South East Asia, Africa, and the Middle East with: (i) strong underlying fundamentals and clear broad-based growth drivers; (ii) a meaningful population and an identifiable market; (iii) established financial regulatory systems; (iv) stable political structures; and (v) strong or improving governance and anti-corruption ratings.
Sector focus: The Company intends to search initially for ● acquisition opportunities in the natural resources sector, but the Company shall not be limited to such sector. The Directors believe that opportunities exist to create value for Shareholders through a properly executed, acquisition-led strategy in the natural resources industry, however the Directors will consider other industries and sectors where they believe that value may be created for Shareholders.
Identifiable routes to value creation: The Company intends, but ● is not required to, seek to acquire a company or business in respect of which the Company can: (i) play an active role in the optimisation of strategy and execution; (ii) enhance existing management capabilities through the Directors' proven management skills and depth of experience; (iii) effect operational changes to enhance efficiency and profitability; and (iv) provide capital to support significant, credible, growth initiatives.
Management of the Acquisition: The Acquisition may be made ● by direct purchase of an interest in a company, partnership or joint venture, or a direct interest in a project, and can be at any stage of development. Following the completion of the Acquisition, the Directors will work in conjunction with the incumbent management team of the target to develop and deliver a strategy for performance improvement and/or strategic and operational enhancements.
The Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities. External advisers and professionals may be engaged as necessary to assist with sourcing and due diligence of prospective acquisition opportunities. The Directors may consider appointing additional directors with relevant experience if the need arises.
Failure to make the Acquisition If the Acquisition has not been announced within 18 months of Admission, the Board will recommend to Shareholders that the Company either continue to pursue an Acquisition for a further 12 months from such date or that the Company be wound up (in order to return capital to Shareholders to the extent assets are available). The Board's recommendation will then be put to a Shareholder vote (from which the Directors holding Ordinary Shares will abstain).

B.4a	Significant trends	operate.	Not applicable; the Company has not commenced operations. There are no known trends affecting the Company and the industry in which it will
B.5	Group Structure	Not applicable; the Company is not part of a group.
B.6	Major Shareholders		The Company has been notified of the following holdings which will, as at the date of this Document (or following Admission) represent more than 3 per cent. of the issued share capital or the voting rights of the Company.
		Shareholders	Number of Ordinary Shares	Percentage of issued shares	Number of Ordinary Shares	Percentage of issued Enlarged Shares in Issue
		Cameron Pearce Sam Quinn Ralston Family Trust Group Seventy	6,000,001 3,000,001 1,111,100	33.8% 16.9% 6.3%	6,000,001 3,000,001 2,592,567*	12.5% 6.2% 5.4%
		Three Pty Ltd J&J Bandy	833,350	4.7%	1,944,450*	4.0%
		Nominees Ltd* John Henry Toll	833,350 833,350	4.7% 4.7%	1,944,450 1,944,450	4.0% 4.0%
		Ms Merle Smith & Ms Kathryn Smith Paul Anthony Sartori ATF	833,350	4.7%	1,944,450*	4.0%
		the Psar Family Trust Salmon Brick Pty Ltd	833,350 833,350	4.7% 4.7%	1,944,450 1,944,450	4.0% 4.0%
		Seventy Three Pty Ltd Canterbury Enterprises	833,350	4.7%	1,944,450*	4.0%
		Limited Peterhouse Corporate	555,550	3.1%	1,296,283*	2.7%
		Finance Limited	Nil	Nil	6,666,669	13.8%
		Novum Securities Limited Optiva Securities Limited	Nil Nil	Nil Nil	6,666,666 4,666,668*	13.8% 9.7%
		Notes: *These Ordinary Shares are held though JIM Nominees Limited on behalf of its clients. Only
		the Ordinary Shares issued in connection with the Placing will be held through JIM Nominees Limited.
		All of the Ordinary Shares rank pari passu in all respects.
B.7	Selected historical key financial information	The Company was incorporated on 1 March 2016 and the following balance sheet was drawn up as at 31 December 2016. The Company has not yet commenced operations.

	STATEMENT OF FINANCIAL POSITION The audited statement of financial position of the Company as at 31 December 2016 is stated below:
					Audited as at 31 December 2016 £'000
	Assets Current assets Cash and cash equivalents				135 ––––––
	Total assets				135 ––––––
	Equity and liabilities Capital and reserves Share capital Shares to be issued Retained losses				–––––– 220 25 (110) ––––––
	Total equity attributable to equity holders Total liabilities				135 – ––––––
	Total equity and liabilities				135 –––––– ––––––
	STATEMENT OF COMPREHENSIVE INCOME The statement of comprehensive income of the Company for the period from incorporation on 1 March 2016 to 31 December 2016 is stated below:
					Audited Period ended 31 December 2016 £'000
	Revenue Administrative expenses Operating loss Loss on ordinary activities before taxation Taxation Total comprehensive income attributable				– (110) (110) (110) –
	to equity owner				(110) –––––– ––––––
	STATEMENT OF CHANGES IN EQUITY The statement of changes in equity of the Company for period from incorporation on 1 March 2016 to 31 December 2016 is set out below:
	Share Capital	£'000	Shares to be issued £'000	Accumulated losses £'000	Total equity £'000
	On incorporation on 1 March 2016* Ordinary shares issued Ordinary shares to be issued Result for the period	– 220 – – ––––––	– – 25 – ––––––	– – – (110) ––––––	– 220 25 (110) ––––––
	As at 31 December 2016	220 ––––––	25 ––––––	(110) ––––––	135 ––––––
	*issued share capital on incorporation comprised 2 Ordinary Shares of no par value, issued at par.	––––––	––––––	––––––	––––––

		STATEMENT OF CASH FLOWS The audited cash flow statement of the Company from the date of incorporation on 1 March 2016 to 31 December 2016 is set out below:
			Audited Period ended 31 December 2016 £'000
		Cash flow from operating activities
		Loss before tax	(110)
		Net cash used in operating activities Financing activities	(110)
		Proceeds from issue of share capital	245 ––––––
		Net cash from financing activities	245 ––––––
		Net increase in cash and cash equivalents	135 ––––––
		Cash and cash equivalents at beginning of period	– ––––––
		Cash and cash equivalents at end of period	135 –––––– ––––––
		During the period ended 31 December 2016, the Company issued 17,750,102 Ordinary Shares for cash aggregate consideration of £245,000. From its cash reserves, the Company has paid £105,326 on account of Admission fees. In addition to the cash payments, the Company has entered into contracts with Optiva (£80,000 Admission fee, of which £25,000 is paid, and £20,000 per annum thereafter), Registrar's base fees of an initial handling fee of £2,000 and an annual register maintenance fee on open accounts of £1.25 per shareholder per annum (with a minimum charge of £400 per quarter), plus VAT, FIM (£7,500 initial fee and £15,000 annual fee) and the Directors (£72,000 aggregate annual salaries). No other transactions were entered into during this period. No other significant changes to either the Company's financial condition or its operating results have occurred since 31 December 2016.
B.8	Selected key pro forma financial information	Not applicable; the Company will not be undertaking any activities that will constitute a significant gross change (as defined by Article 4a (6) of the Prospectus Directive and reproduced at 2.3.1 of the Prospectus Rules).
B.9	Profit forecast or estimates	Not applicable; no profit forecasts or estimates are made.
B.10	Qualified audit report	Not applicable; there are no qualifications in the accountants' report on the historical financial information.
B.11	Insufficient working capital	Not applicable; the Company's working capital is sufficient for its present requirements, that is for at least the 12 months from the date of this Document.

		SECTION C — SECURITIES OFFERED
C.1	Description of the type and the class of the securities being offered	The securities subject to Admission are Ordinary Shares of no par value each. The Ordinary Shares will be registered with ISIN number IM00BDHDTX83 and SEDOL number BDHDTX8.
C.2	Currency of the securities issue	The currency of the securities issue is Pounds Sterling and the Placing Price is payable in Pounds Sterling.

C.3	Issued share capital	17,750,102 Ordinary Shares have been issued at the date of this Document.
C.4	Rights attached to the securities	Shareholders will have the right to receive notice of and to attend and vote at any meetings of members. Each Shareholder entitled to attend and being present in person or by proxy at a meeting will, upon a show of hands, have one vote and upon a poll each such Shareholder present in person or by proxy will have one vote for each Ordinary Share held by him.
		In the case of joint holders of an Ordinary Share, if two or more persons hold an Ordinary Share jointly each of them may be present in person or by proxy at a meeting of members and may speak as a member, and if one or more joint holders are present at a meeting of members, in person or by proxy, they must vote as one.
		Subject to the IOM Companies Act, on a winding-up of the Company the assets of the Company available for distribution shall be distributed, provided there are sufficient assets available, to the holders of Ordinary Shares pro rata to the number of such fully paid up Ordinary Shares (by each holder as the case may be) relative to the total number of issued Ordinary Shares.
C.5	Restrictions on transferability	Subject to the Articles, any Shareholder may transfer all or any of his certificated Ordinary Shares by an instrument of transfer in any usual form or in any other form which the Directors may approve. No transfer of Ordinary Shares will be registered if, in the reasonable determination of the Directors, the transferee is known to be a minor, bankrupt or a person who is mentally disordered or a patient for the purpose of any statute relating to mental health. The Directors shall have power to implement and/or approve any arrangements they may, in their absolute discretion, think fit in relation to the evidencing of title to and transfer of interests in Ordinary Shares in the Company in uncertificated form.
C.6	Application for admission to trading on a regulated market	Application has been made for the Ordinary Shares to be admitted to a Standard Listing on the Official List and to trading on the London Stock Exchange's Main Market for listed securities. It is expected that Admission will become effective and that unconditional dealings will commence at 8.00 a.m. on 15 February 2017.
C.7	Dividend policy	The Company is primarily seeking to achieve capital growth for its Shareholders.
		It is the Board's intention during the current phase of the Company's development to retain future distributable profits from the business, to the extent any are generated.
		The Board does not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date, depending upon the generation of sustainable profits and the Company's financial position, when it becomes commercially prudent to do so.
		The Board can give no assurance that it will pay any dividends in the future, nor, if a dividend is paid, what the amount of such dividend will be.

		SECTION D — RISKS
D.1 Key information on the key risks that are specific to the issuer or its industry	Business strategy The Company is a newly formed entity with no operating history and ● has not yet identified any potential target company or business for the Acquisition.
		There is no basis on which to evaluate the Company's ability to ● achieve its objective of identifying, acquiring and operating a target business or company in accordance with its business strategy.

		●	The Company may be unable to complete the Acquisition in a timely manner or at all or to fund the operations of the target business if it does not obtain additional funding following completion of the Acquisition.
D.2	The Company's relationship with the Directors and conflicts of	●	The Company is dependent on the Directors to identify potential acquisition opportunities and to execute its business strategy. The loss of the services of any of them could materially adversely affect the Company.
	interest	●	If the Directors do not identify a suitable acquisition target, the Company may not be able to utilise the Net Proceeds to maximise potential returns. If the Directors do identify suitable targets, there can be no guarantee that the Company will be able to acquire them at a price that is consistent with its objectives or at all. In addition, if an acquisition is aborted, the Company may be left with substantial unrecovered transaction costs, potentially including substantial break fees.
		●	Although the Company and the Directors will evaluate the risks inherent in a particular target, they cannot offer any assurance that a proper discovery or assessment of all the significant risk factors can be made.
		●	The Directors will allocate a portion of their time to other businesses leading to the potential for conflicts of interest in their determination as to how much time to devote to the Company's affairs.
		●	The Company may be required to issue additional Ordinary Shares to raise additional funding or remunerate and/or incentivise the Directors, which would dilute existing Shareholders.
		●	Mr McDermott, a Director, is also an employee of Optiva, the Company's Financial Adviser, Broker, and Placing Agent. The Directors do not believe that any conflicts of interest exist due to Mr McDermott being an employee of Optiva and a Director of the Company.
		●	Mr Quinn is also a director of Glenwick Plc, a company which obtained an AIM Listing on 14 December 2005, and adopted a new AIM Investing Policy (as defined under the AIM Rules) on 18 December 2015 to focus primarily on acquiring a company or business in the natural resources sector in Australasia and North America ("Related Entity 1").
		●	Mr Pearce is also a director of Stallion Resources Plc, a company which delisted from AIM on 11 November 2015, which has an investing policy focused primarily on investing in and/or acquiring companies and/or projects within the natural resources and/or energy sectors ("Related Entity 2").
		●	Although Related Entity 1 is listed on AIM it also intends to operate in the natural resources sector. Although Related Entity 2 is not listed at the date of this Document on any stock exchange, it also intends to operate in the natural resources sector and/or the energy sector. The AIM Investing Policy of Related Entity 1 and investing policy of Related Entity 2 may give rise to the potential for a conflict of interest when originating or considering an acquisition opportunity.
		●	Mr Pearce and Mr Quinn have each signed a letter of undertaking dated 10 February 2017 addressed to the Company, that any acquisition opportunities in the natural resources sector in South East Asia, Africa, and the Middle East originated by them will be offered first to the Company (the "Undertaking"). If the Company declines a particular acquisition opportunity it may then be offered

			to Related Entity 1 or Related Entity 2. If the Undertaking is breached by Mr Pearce and/or Mr Quinn, recourse may potentially be taken by the Shareholders for such breach. Furthermore, in the event of a breach of the Undertaking, it may also be likely that Mr Pearce and/or Mr Quinn would have breached their fiduciary duties as Directors. Further grounds for recourse may potentially therefore be available for the Shareholders. It would be a commercial decision of the Shareholders as to whether any recourse should be taken in the event of a breach of the Undertaking. It should be noted however, that as Mr Pearce and Mr Quinn are both Directors and Shareholders, for they have a financial stake in the Company, which incentivises them to act in the interests of the Company.
		●	If the Company decides to proceed with an acquisition opportunity, or if an acquisition opportunity is presented to both the Company and Related Entity 1 and/or Related Entity 2, the acquisition opportunity will only be handled by the Director/s whom a potential conflict of interest does not arise in relation to the Company and Related Entity 1 and/or Related Entity 2 (where applicable). Only the non-conflicted Director/s will be involved in the due diligence process, and be able to decide if the acquisition opportunity is fit and proper for the Company.
			The Natural Resources sector – exploration, development and
			production
		●	The estimating of reserves and resources is a subjective process and there is significant uncertainty in any reserve or resource estimate.
		●	The exploration for and production of natural resources is speculative and involves a high degree of risk, in particular a company's operations may be disrupted by a variety of risks and hazards which are beyond its control such as environmental regulation, governmental regulations or delays, increase in costs and the availability of equipment or services, and the volatility of oil and gas prices.
		●	There is no assurance that exploration will lead to commercial discoveries, or if there is a commercial discovery, that such reserves will be realisable.
		●	The exploration for and production of natural resources is a capital intensive business and the Company will need to raise additional funds in the future in order to fully develop any projects.
D.3	Key information on the key risks that are specific to the securities	●	The Ordinary Shares The proposed Standard Listing of the Ordinary Shares will not afford Shareholders the opportunity to vote to approve the Acquisition unless required by law or the Listing Rules.
		●	A suspension of the Company's Ordinary Shares, as a result of the FCA determining that there is insufficient information in the market about the Acquisition or the target, would materially reduce liquidity in such Ordinary Shares, which may affect an Investor's ability to realise some or all of its investment and/or the price at which such Investor can effect such realisation. In the event of such suspension, the value of the Investors' shareholdings may be materially reduced.
		●	It will be necessary for the Company to apply for readmission of the Company's Ordinary Shares to the Official List upon completion of a Reverse Takeover. A cancellation of the listing of the Ordinary Shares by the FCA may limit the Company's ability to raise equity finance, or carrying out a further acquisition using equity

consideration, restricting its business activities and resulting in incurring unnecessary costs.
A Standard Listing will afford Investors with a lower level of ● regulatory protection than that afforded to Investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules which may have an adverse effect on the valuation of the Ordinary Shares.

SECTION E — PLACING
E.1	Total net proceeds/ expenses	The estimated Net Proceeds are approximately £895,549.26. The total expenses incurred (or to be incurred) by the Company in connection with Admission, the Placing, the Pre-IPO Subscriptions and the incorporation (and initial capitalisation) of the Company are approximately £237,450.
E.2a Reasons for the Placing and use of proceeds		The Company has been formed for the purpose of acquiring or establishing a company or business. There is no specific expected target value and the Company expects that any funds not used in connection with the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.
		Following Admission, the objective of the Company is expected to be to implement its business strategy and complete the Acquisition with a view to generating value for Shareholders.
		Prior to completing the Acquisition, the Net Proceeds will be held with the Company's bankers and will be used for general corporate purposes, including paying the expenses of the Placing, and the Company's ongoing costs and expenses, including Directors' fees, due diligence costs and other costs of sourcing, reviewing and pursuing the Acquisition.
		The Company's primary intention is to use the Net Proceeds to enable it to evaluate potential Acquisition targets and to pay professional fees (i.e. due diligence, legal fees, and accountancy fees) in relation to the Acquisition, which may include additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the Company's securities to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.
E.3	Terms and conditions of	Each prospective Investor will be offered New Ordinary Shares of no par value at a Placing price of 3p (£0.03) per New Ordinary Share.
	the Placing	The Placing Agent has agreed, subject to certain conditions, to use reasonable endeavours to procure Investors to subscribe for New Ordinary Shares to be issued by the Company under the Placing.
		The Placing comprises 30,433,242 New Ordinary Shares to be issued by the Company at a price of 3 pence per Ordinary Share to raise £912,997.26 (before expenses). The estimated Net Proceeds of the Placing and the Pre-IPO Subscriptions amount to approximately £895,549.26.
		The Placing is conditional on Admission taking place on or before 15 February 2017 (or such later date as the Company may notify investors), but in any event not later than 31 March 2017.
		The New Ordinary Shares will be issued credited as fully paid and will, on Admission, rank pari passu in all respects with all other Ordinary Shares including the right to receive all dividends or other distributions declared, made or paid after Admission. The New Ordinary Shares to be

		issued by the Company pursuant to the Placing will represent approximately 63.2 per cent. of the Enlarged Shares in Issue. On Admission the Company will have a market capitalisation of approximately £1,132,999.26 assuming 30,433,242 New Ordinary Shares are issued at the Placing Price.
		The Placing Agent and the Company have received Placing Letters from potential Investors to subscribe for (and will be allotted) 30,433,242 Ordinary Shares in aggregate at the Placing Price. The Placing Letters are unconditional and may not be withdrawn other than on a failure of the Company to achieve Admission prior to 31 March 2017.
		The Company expressly reserves the right to determine, at any time prior to Admission, not to proceed with the Placing.
E.4	Material interests	Not applicable; there is no interest that is material to the issue/offer.
E.5	Selling Shareholders/ Lock-up	Each of the Directors has agreed that he shall not, for a period of 12 months from Admission, without the prior written consent of the Company and Optiva, dispose of any Ordinary Shares he holds.
	arrangements	In addition, each Director and fourteen Shareholders holding in aggregate 8,750,100 Ordinary Shares prior to Admission, have agreed that they will not dispose of such Ordinary Shares other than through Optiva so as to preserve an orderly market, save, in each case, inter alia, in the event of an intervening court order or a takeover becoming or being declared unconditional.
E.6	Dilution	Under the Placing, 30,433,242 New Ordinary Shares have been conditionally subscribed for by certain Investors at the Placing Price, representing 63.2 per cent. of the Enlarged Shares in Issue. The Placing and Admission will result in the Existing Shares being diluted so as to constitute 36.8 per cent. of the Enlarged Shares in Issue.
		Not applicable; there is no subscription offer to existing equity holders.
E.7	Expenses charged to Investors	Not applicable; no expenses will be charged to the Investors.

RISK FACTORS

Investment in the Company and the Ordinary Shares carries a significant degree of risk, including risks in relation to the Company's business strategy, potential conflicts of interest, risks relating to taxation and risks relating to the Ordinary Shares.

Prospective investors should note that the risks relating to the Company, its industry and the Ordinary Shares summarised in the section of this Document headed "Summary" are the risks that the Directors believe to be the most essential to an assessment by a prospective investor of whether to consider an investment in the Ordinary Shares. However, as the risks which the Company faces relate to events and depend on circumstances that may or may not occur in the future, prospective investors should consider not only the information on the key risks summarised in the section of this Document headed "Summary" but also, among other things, the risks and uncertainties described below.

The risks referred to below are those risks the Company and the Directors consider to be the material risks relating to the Company. However, there may be additional risks that the Company and the Directors do not currently consider to be material or of which the Company and the Directors are not currently aware that may adversely affect the Company's business, financial condition, results of operations or prospects. Investors should review this Document carefully and in its entirety and consult with their professional advisers before acquiring any Ordinary Shares. If any of the risks referred to in this Document were to occur, the results of operations, financial condition and prospects of the Company could be materially adversely affected. If that were to be the case, the trading price of the Ordinary Shares and/or the level of dividends or distributions (if any) received from the Ordinary Shares could decline significantly. Further, Investors could lose all or part of their investment.

RISKS RELATING TO THE COMPANY'S BUSINESS STRATEGY

The Company is a newly formed entity with no operating history and has not yet identified any potential target company or business for the Acquisition

The Company is a newly formed entity with no operating results. The Company lacks an operating history, and therefore, Investors have no basis on which to evaluate the Company's ability to achieve its objective of identifying, acquiring and operating a company or business. Currently, there are no plans, arrangements or understandings with any prospective target company or business regarding the Acquisition and the Company may acquire a target company or business that does not meet the Company's stated acquisition criteria. The Company will not generate any revenues from operations unless it completes the Acquisition.

Although the Company will seek to evaluate the risks inherent in a particular target business (including the industries and geographic regions in which it operates), it cannot offer any assurance that it will make a proper discovery or assessment of all of the significant risks. Furthermore, no assurance may be made that an investment in Ordinary Shares will ultimately prove to be more favourable to Investors than a direct investment, if such opportunity were available, in any target company or business. Because the Company does not expect that Shareholder approval will be required in connection with the Acquisition, investors will be relying on the Company's and the Director's ability to identify potential targets, evaluate their merits, conduct or monitor diligence and conduct negotiations.

There is no assurance that the Company will identify suitable acquisition opportunities in a timely manner or at all which could result in a loss on your investment

The success of the Company's business strategy is dependent on its ability to identify sufficient suitable acquisition opportunities. The Company cannot estimate how long it will take to identify suitable acquisition opportunities or whether it will be able to identify any suitable acquisition opportunities at all within one year after the date of Admission. If the Company fails to complete a proposed acquisition (for example, because it has been outbid by a competitor) it may be left with substantial unrecovered transaction costs, potentially including substantial break fees, legal costs or other expenses. Furthermore, even if an agreement is reached relating to a proposed acquisition, the Company may fail to complete such acquisition for reasons beyond its control. Any such event will result in a loss to the Company of the related costs incurred, which could materially adversely affect subsequent attempts to identify and acquire another target business.

In the event that the Acquisition has not been announced within 18 months of Admission, the Board will ask Shareholders to approve to either continue pursuing the Acquisition for a further year or the liquidation and dissolution of the Company and distribution of the remaining assets of the Company to Shareholders. In such circumstances, there can be no assurance as to the particular amount or value of the remaining assets at such future time of any such distribution either as a result of costs from an unsuccessful Acquisition or from other factors, including disputes or legal claims which the Company is required to pay out, the cost of the liquidation and dissolution process, applicable tax liabilities or amounts due to third party creditors. Upon distribution of assets on a liquidation, such costs and expenses will result in Investors receiving less than the initial Placing Price of 3 pence per New Ordinary Share and investors who acquired Ordinary Shares after Admission potentially receiving less than they invested.

The Company may choose to use Ordinary Shares as consideration for the Acquisition

The Company may issue Ordinary Shares (and/or cash) as consideration for the Acquisition. There is no guarantee that consideration Ordinary Shares will be an attractive offer for the shareholders of any company or business which the Company identifies as a suitable acquisition opportunity. If the Company fails to identify a target company which is willing to accept share consideration, it may have to raise additional cash funds (or, if the circumstances require, use debt financing) and may be left with substantial unrecovered transaction costs, potentially including fees, legal costs, accounting costs, due diligence or other expenses.

Even if the Company completed the Acquisition, there is no assurance that any operating improvements will be successful or, that they will be effective in increasing the valuation of any business acquired

Following the Acquisition the Company intends to endeavour to generate Shareholder value through capital adequacy, operational improvements, economies of scale and through an acquisition programme. However, there can be no assurance that the Company will be able to propose and implement effective operational improvements for any company or business which the Company acquires. In addition, even if the Company completes the Acquisition, general economic and market conditions or other factors outside the Company's control could make the Company's operating strategies difficult or impossible to implement. Any failure to implement these operational improvements successfully and/or the failure of these operational improvements to deliver the anticipated benefits could have a material adverse effect on the Company's results of operations and financial condition.

The Company may face significant competition for acquisition opportunities

There may be significant competition in some or all of the acquisition opportunities that the Company may explore. Such competition may for example come from strategic buyers, sovereign wealth funds, special purpose acquisition companies and public and private investment funds many of which are well established and have extensive experience in identifying and completing acquisitions. A number of these competitors may possess greater technical, financial, human and other resources than the Company. The Company cannot assure Investors that it will be successful against such competition. Such competition may cause the Company to be unsuccessful in executing an Acquisition or may result in a successful Acquisition being made at a significantly higher price than would otherwise have been the case.

Any due diligence by the Company in connection with the Acquisition may not reveal all relevant considerations or liabilities of the target business, which could have a material adverse effect on the Company's financial condition or results of operations

The Company intends to conduct such due diligence as it deems reasonably practicable and appropriate based on the facts and circumstances applicable to any potential acquisition. The objective of the due diligence process will be to identify material issues which might affect the decision to proceed with any one particular acquisition target or the consideration payable for an Acquisition. The Company also intends to use information revealed during the due diligence process to formulate its business and operational planning for, and its valuation of, any target company or business. Whilst conducting due diligence and assessing a potential acquisition, the Company will rely on publicly available information, if any, information provided by the relevant target company to the extent such company is willing or able to provide such information and, in some circumstances, third party investigations.

There can be no assurance that the due diligence undertaken with respect to a potential acquisition will reveal all relevant facts that may be necessary to evaluate such acquisition including the determination of the price the Company may pay for an acquisition target, or to formulate a business plan. Furthermore, the information provided during due diligence may be incomplete, inadequate or inaccurate. As part of the due diligence process, the Company will also make subjective judgements regarding the results of operations, financial condition and prospects of a potential opportunity. If the due diligence investigation fails to correctly identify material issues and liabilities that may be present in a target company or business, or if the Company considers such material risks to be commercially acceptable relative to the opportunity, and the Company proceeds with an acquisition, the Company may subsequently incur substantial impairment charges or other losses. In addition, following an acquisition, the Company may be subject to significant, previously undisclosed liabilities of the acquired business that were not identified during due diligence and which could contribute to poor operational performance, undermine any attempt to restructure the acquired company or business in line with the Company's business plan and have a material adverse effect on the Company's financial condition and results of operations.

If the Company acquires less than either the whole voting control of, or less than the entire equity interest in, a target company or business, its decision-making authority to implement its plans may be limited and third party minority shareholders may dispute the Company's strategy

The Company intends to acquire a controlling interest in a single target company or business. Although the Company (or its successor) may acquire the whole voting control of a target company or business, it may consider acquiring a controlling interest constituting less than the whole voting control or less than the entire equity interest of that target company or business if such opportunity is attractive or where the Company (or its successor) would acquire sufficient influence to implement its strategy. If the Company acquires either less than the whole voting control of, or less than the entire equity interest in, a target company or business, the remaining ownership interest will be held by third parties. Accordingly, the Company's decision-making authority may be limited. Such acquisition may also involve the risk that such third parties may become insolvent or unable or unwilling to fund additional investments in the target. Such third parties may also have interests which are inconsistent or conflict with the Company's interests, or they may obstruct the Company's strategy for the target or propose an alternative strategy. Any third party's interests may be contrary to the Company's interests. In addition, disputes among the Company and any such third parties could result in litigation or arbitration. Any of these events could impair the Company's objectives and strategy, which could have a material adverse effect on the continued development or growth of the acquired company or business.

The Company may be unable to complete the Acquisition or to fund the operations of the target business if it does not obtain additional funding

Although the Company has not identified a prospective target company or business and cannot currently predict the amount of additional capital that may be required, once an Acquisition has been made, if the target is not sufficiently cost generative, further funds may need to be raised.

If, following the Acquisition, the Company's cash reserves are insufficient, the Company will likely be required to seek additional equity or debt financing. The Company may not receive sufficient support from its existing Shareholders to raise additional equity, and new equity investors may be unwilling to invest on terms that are favourable to the Company, or at all. Lenders may be unwilling to extend debt financing to the Company on attractive terms, or at all. To the extent that additional equity or debt financing is necessary to complete the Acquisition and remains unavailable or only available on terms that are unacceptable to the Company, the Company may be compelled either to restructure or abandon the Acquisition, or proceed with the Acquisition on less favourable terms, which may reduce the Company's return on the investment.

Even if additional financing is unnecessary to complete the Acquisition, the Company may subsequently require equity or debt financing to implement operational improvements in the acquired business. The failure to secure additional financing or to secure such additional financing on terms acceptable to the Company could have a material adverse effect on the continued development or growth of the acquired business.

The Acquisition may result in adverse tax, regulatory or other consequences for Shareholders which may differ for individual Shareholders depending on their status and residence

As no Acquisition target has yet been identified, it is possible that any acquisition structure determined necessary by the Company to consummate the Acquisition may have adverse tax, regulatory or other consequences for Shareholders which may differ for individual Shareholders depending on their individual status and residence.

The Company may be unable to hire or retain personnel required to support the Company after the Acquisition

Following completion of the Acquisition, the Company will evaluate the personnel of the acquired business and may determine that it requires increased support to operate and manage the acquired business in accordance with the Company's overall business strategy. There can be no assurance that existing personnel of the acquired business will be adequate or qualified to carry out the Company's strategy, or that the Company will be able to hire or retain experienced, qualified employees to carry out the Company's strategy.

The Company will be subject to restrictions in offering its Ordinary Shares as consideration for the Acquisition in certain jurisdictions and may have to provide alternative consideration, which may have an adverse effect on its operations

The Company may offer its Ordinary Shares or other securities as part of the consideration to fund, or in connection with, the Acquisition. However, certain jurisdictions may restrict the Company's use of its Ordinary Shares or other securities for this purpose, which could result in the Company needing to use alternative sources of consideration. Such restrictions may limit the Company's available acquisition opportunities or make a certain acquisition more costly.

If the Company were to implement the Acquisition by way of a takeover offer, subject to the City Code (which, broadly, will apply in connection with an offer for a UK public company) a derogation granted by the Takeover Panel would be required to implement such consideration structure under the City Code. There can be no assurance that the Takeover Panel would grant such a derogation (most particularly where the target has a more than insignificant percentage of US shareholders that are not Qualified Institutional Buyers (as that term is defined by Rule 144A of the Securities Act). This need to comply with the City Code in a takeover offer may adversely impact the Company's ability to implement the most efficient structure for acquiring a target company or business which is subject to the City Code.

If the Acquisition is completed, the Company will be a holding company whose principal source of operating cash will be income received from the business it has acquired

If the Acquisition is completed, the Company will be dependent on the income generated by the acquired business to meet the Company's expenses and operating cash requirements (if any). The amount of distributions and dividends, if any, which may be paid from any operating subsidiary to the Company will depend on many factors, including such subsidiary's results of operations and financial condition, limits on dividends under applicable law, its constitutional documents, documents governing any indebtedness of the Company, and other factors which may be outside the control of the Company. If the acquired business is unable to generate sufficient cash flow, the Company may be unable to pay its expenses or make distributions and dividends on the Ordinary Shares.

The Company expects to acquire a controlling interest in a single company or business which will increase the risk of loss associated with underperforming assets

The Company expects that if the Acquisition is completed, its business risk will be concentrated in a single company or business unless or until any additional acquisitions are made. A consequence of this is that returns for Shareholders may be adversely affected if growth in the value of the acquired business is not achieved or if value of the acquired business or any of its material assets subsequently are written down. Accordingly, Investors should be aware that the risk of investing in the Company could be greater than investing in an entity which owns or operates a range of businesses and businesses in a range of sectors. The Company's future performance and ability to achieve positive returns for Shareholders will therefore be solely dependent on the subsequent performance of the acquired business. There can be no assurance that the Company will be able to propose effective operational and restructuring strategies for any company or business which the Company acquires and, to the extent that such strategies are proposed, there can be no assurance they will be implemented effectively.

The Company may be subject to foreign investment and exchange risks

The Company's functional and presentational currency is Pounds Sterling. As a result, the Company's consolidated financial statements will carry the Company's assets in Pounds Sterling. Any business the Company acquires may denominate its financial information in a currency other than Pounds Sterling, conduct operations or make sales in currencies other than Pounds Sterling. When consolidating a business that has functional currencies other than Pounds Sterling, the Company will be required to translate, inter alia, the balance sheet and operational results of such business into Pounds Sterling. Due to the foregoing, changes in exchange rates between Pounds Sterling and other currencies could lead to significant changes in the Company's reported financial results from period to period. Among the factors that may affect currency values are trade balances, levels of short-term interest rates, differences in relative values of similar assets in different currencies, long-term opportunities for investment and capital appreciation and political or regulatory developments. Although the Company may seek to manage its foreign exchange exposure, including by active use of hedging and derivative instruments, there is no assurance that such arrangements will be entered into or available at all times when the Company wishes to use them or that they will be sufficient to cover the risk.

The Company has not identified any particular geographic regions in which it will seek to acquire a target company or business and may be subject to risks particular to one or more countries in which it ultimately operates, which could negatively impact its operations

Although, given the experience of the Directors and the Board, the Company expects to focus on acquiring an exploration or production company or business in the natural resources sectors with all or a substantial portion of its operations in South East Asia, Africa, and the Middle East, the Company's efforts in identifying a prospective target company or business are not limited to a particular industry or geographic region. The Company may therefore acquire a target company or business in, or with substantial operations in, a number of jurisdictions, any of which may expose it to considerations or risks associated with companies operating in such jurisdictions, including but not limited to: regulatory and political uncertainty; tariffs, trade barriers and regulations related to customs and import/export matters; international tax issues, such as tax law changes and variations in tax laws; cultural and language differences; rules and regulations on currency conversion or corporate withholding taxes on individuals; currency fluctuations and exchange controls; employment regulations; crime, strikes, riots, civil disturbances, terrorist attacks and wars; and deterioration of relevant political relations. Any exposure to such risks due to the countries in which the Company operates following the Acquisition could negatively impact the Company's operations.

The Company has not identified any particular countries in which it will seek to acquire a target company or business and may be subject to risks particular to one or more countries in which it operates

Although the Company expects to focus on acquiring a target company or business in the natural resources sector, the Company's efforts in identifying a prospective target company or business is not limited to a particular market sector or country. The Company may therefore acquire a target company or business in, or with substantial operations in, a number of jurisdictions, any of which may expose it to considerations or risks associated with a company operating in such jurisdiction, including but not limited to:

• (a) regulatory and political uncertainty;
• (b) tariffs, trade barriers and regulations related to customs and import/export matters;
• (c) international tax issues, such as tax law changes and variations in tax laws;
• (d) cultural and language differences;
• (e) rules and regulations on currency conversion or corporate withholding taxes on individuals;
• (f) currency fluctuations and exchange controls;
• (g) employment regulations;
• (h) crime, strikes, riots, civil disturbances, terrorist attacks and wars; and
• (i) deterioration of relevant political relations.

Any exposure to such risks due to the country in which the Company operates following the Acquisition could negatively impact the Company's operations.

RISKS RELATING TO THE ORDINARY SHARES

Investors will experience a dilution of their percentage ownership of the Company if the Company decides to offer additional Ordinary Shares in the future

If the Company decides to offer additional Ordinary Shares in the future, for example, for the purposes of or in connection with the Acquisition or to raise additional funds, this could dilute the interests of Investors and/or have an adverse effect on the market price of the Ordinary Shares.

The proposed Standard Listing of the Ordinary Shares will afford Investors a lower level of regulatory protection than a Premium Listing

Application will be made for the Ordinary Shares to be admitted to a Standard Listing on the Official List. A Standard Listing will afford Investors in the Company a lower level of regulatory protection than that afforded to investors in a company with a Premium Listing, which is subject to additional obligations under the Listing Rules. A Standard Listing will not permit the Company to gain a FTSE indexation, which may have an adverse effect on the valuation of the Ordinary Shares.

Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 30 of this Document.

The Company may be unable to transfer to a Premium Listing or other appropriate listing venue following the Acquisition

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. Upon completion of an Acquisition, the Directors may seek to transfer from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. There can be no guarantee that the Company will meet such eligibility criteria or that a transfer to a Premium Listing or other appropriate listing venue will be achieved. For example, such eligibility criteria may not be met, due to the circumstances and internal control systems of the acquired business or if the Company acquires less than a controlling interest in the target. In addition there may be a delay, which could be significant, between the completion of the Acquisition and the date upon which the Company is able to seek or achieve a Premium Listing or a listing on another stock exchange.

If the Company does not achieve a Premium Listing or the Directors decide to maintain the Standard Listing, the Company will not be obliged to comply with the higher standards of corporate governance or other requirements which it would be subject to upon achieving a Premium Listing and, for as long as the Company continues to have a Standard Listing, it will be required to continue to comply with the lesser standards applicable to a company with a Standard Listing. This would include a period of time after the Acquisition where the Company could be operating a substantial business but would not need to comply with such higher standards should the Company meet the eligibility criteria for re-admission to a Standard Listing following the Acquisition. In addition, an inability to achieve a Premium Listing will prohibit the Company from gaining FTSE indexation and may have an adverse effect on the valuation of the Ordinary Shares. Alternatively, in addition to, or in lieu of seeking a Premium Listing, the Company may determine to seek a listing on another stock exchange, which may not have standards of corporate governance comparable to those required by a Premium Listing or which Shareholders may otherwise consider to be less attractive or convenient.

Further details regarding the differences in the protections afforded by a Premium Listing as against a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 30 of this Document.

If the Company proposes making an Acquisition and the FCA determines that there is insufficient information in the market about the Acquisition or the target, the Company's Ordinary Shares may be suspended from listing and may not be readmitted to listing thereafter, which will reduce liquidity in the Ordinary Shares, potentially for a significant period of time, and may adversely affect the price at which a Shareholder can sell them

The Acquisition, if it occurs, will be treated as a Reverse Takeover (within the meaning given to that term in the Listing Rules).

Generally, when a Reverse Takeover is announced or leaked, there will be insufficient publicly available information in the market about the proposed transaction and the listed company will be unable to assess accurately its financial position and inform the market appropriately. In this case, the FCA will often consider that suspension of the listing of the listed company's securities will be appropriate. The London Stock Exchange will suspend the trading in the listed company's securities if the listing of such securities has been suspended. However, if the FCA is satisfied that there is sufficient publicly available information about the proposed transaction it may agree with the listed company that a suspension is not required. The FCA will generally be satisfied that a suspension is not required in the following circumstances: (i) the target company is admitted to listing on a regulated market or another exchange where the disclosure requirements in relation to financial information and inside information are not materially different than the disclosure requirements under the Disclosure and Transparency Rules; or (ii) the issuer is able to fill any information gap at the time of announcing the terms of the transaction, including the disclosure of relevant financial information in relation to the target and a description of the target.

If information regarding a significant proposed transaction was to leak to the market, or the Board considered that there were good reasons for announcing the transaction at a time when it was unable to provide the market with sufficient information regarding the impact of the transaction on its financial position, the Ordinary Shares may be suspended. Any such suspension would be likely to continue until sufficient financial information on the transaction was made public. Depending on the nature of the transaction (or proposed transaction) and the stage at which it is leaked or announced, it may take a substantial period of time to compile the relevant information, particularly where the target does not have financial or other information readily available which is comparable with the information a listed company would be expected to provide under the Disclosure and Transparency Rules and the Listing Rules (for example, where the target business is not itself already subject to a public disclosure regime), and the period during which the Ordinary Shares would be suspended may therefore be significant.

On completion of a Reverse Takeover, the FCA will seek to cancel the listing of the Company's Ordinary Shares and they may not be readmitted to trading thereafter

The Listing Rules provide that the FCA will generally seek to cancel the listing of a listed company's securities when it completes a Reverse Takeover. In such circumstances, the Company may seek the re-admission to listing either simultaneously with completion of any such acquisition or as soon thereafter as is possible but there is no guarantee that such re-admission would be granted by the FCA.

A suspension or cancellation of the listing of the Company's Ordinary Shares would materially reduce liquidity in such shares which may affect an Investor's ability to realise some or all of its investment and/or the price at which such Investor can effect such realisation. There is unlikely to be a market for Ordinary Shares where their listing has been cancelled and if a Reverse Takeover were to occur but the Company's Ordinary Shares were not readmitted, the Company would not be able raise any equity or debt financing on the public market, or carry out a further acquisition using listed share consideration, which would restrict its business activities and particularly result in incurring unnecessary costs.

There is currently no market for the Ordinary Shares, notwithstanding the Company's intention to be admitted to trading on the London Stock Exchange. A market for the Ordinary Shares may not develop, which would adversely affect the liquidity and price of the Ordinary Shares

There is currently no market for the Ordinary Shares. Therefore, Investors cannot benefit from information about prior market history when making their decision to invest. The price of the Ordinary Shares after the Placing also can vary due to a number of factors, including but not limited to, general economic conditions and forecasts, the Company's general business condition and the release of its financial reports. Although the Company's current intention is that its securities should continue to trade on the London Stock Exchange, it cannot assure you that it will always do so. In addition, an active trading market for the Ordinary Shares may not develop or, if developed, may not be maintained. Investors may be unable to sell their Ordinary Shares unless a market can be established and maintained, and if the Company subsequently obtains a listing on an exchange in addition to, or in lieu of, the London Stock Exchange, the level of liquidity of the Ordinary Shares may decline.

Investors may not be able to realise returns on their investment in Ordinary Shares within a period that they would consider to be reasonable

Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor, together with the number of Ordinary Shares to be issued pursuant to the Placing, may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the Placing Price.

Dividend payments on the Ordinary Shares are not guaranteed

It is the Board's intention during the current phase of the Company's development to retain future distributable profits from the business, to the extent any are generated. Additionally, the Board does not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date, depending upon the generation of sustainable profits and the Company's financial position, when it becomes commercially prudent to do so.

The Company can therefore give no assurance that it will be able to pay dividends going forward or as to the amount of such dividends, if any.

RISKS RELATING TO THE COMPANY'S RELATIONSHIP WITH THE DIRECTORS AND CONFLICTS OF INTEREST

The Company is dependent upon the Directors to identify potential acquisition opportunities and to execute the Acquisition and the loss of the services of the Directors could materially adversely affect it

The Company will rely heavily on a small number of key individuals, in particular the Directors, to identify potential acquisition opportunities and to execute the Acquisition. The retention of their services cannot be guaranteed. Accordingly the loss of any such key individual may have a material adverse effect on the Company's ability to identify potential acquisition opportunities and to execute the Acquisition.

In addition, there is a risk that the Company will not be able to recruit executives of sufficient expertise or experience to identify and maximise any opportunity that presents itself, or that recruiting and retaining those executives is more costly or takes longer than expected. The failure to attract and retain those individuals may adversely affect the Company's ability to complete the Acquisition.

The Directors will allocate their time to other businesses leading to potential conflicts of interest in their determination as to how much time to devote to the Company's affairs, which could have a negative impact on the Company's ability to complete the Acquisition

None of the Directors is required to commit their full time or any specified amount of time to the Company's affairs, which could create a conflict of interest when allocating their time between the Company's operations and their other commitments. The Directors are engaged in other business endeavours and are not obligated to devote any specific number of hours to the Company's affairs. If the Directors' other business affairs require them to devote more substantial amounts of time to such affairs, it could limit their ability to devote time to the Company's affairs and could have a negative impact on the Company's ability to consummate the Acquisition. In addition, although the Directors must act in the Company's best interests and owe certain fiduciary duties to the Company, they are not necessarily obligated under Isle of Man law to present business opportunities to the Company. Notwithstanding this, Mr Pearce and Mr Quinn (Directors) have each signed the Undertaking which provides that any acquisition opportunities in the natural resources sector in South East Asia, Africa, and the Middle East originated by each of them respectively will be offered first to the Company. Further details of each Undertaking is contained in paragraph 7.1 of "Part I – The Company's Strategy".

One or more Director may negotiate employment or consulting agreements with a target company or business in connection with the Acquisition. These agreements may provide for such Directors to receive compensation following the Acquisition and as a result, may cause them to have conflicts of interest in determining whether a particular acquisition is the most advantageous for the Company

The Directors may negotiate to remain with the Company after the completion of the Acquisition on the condition that the target company or business asks the Directors to continue to serve on the board of directors of the combined entity. Such negotiations would take place simultaneously with the negotiation of the Acquisition and could provide for such individuals to receive compensation in the form of cash payments and/or the securities in exchange for services they would render to it after the completion of the Acquisition. The personal and financial interests of such Directors may influence their decisions in identifying and selecting a target company or business. Although the Company believes the ability of such individuals to negotiate individual agreements will not be a significant determining factor in the decision to proceed with the Acquisition, there is a risk that such individual considerations will give rise to a conflict of interest on the part of the Directors in their decision to proceed with the Acquisition. The determination as to whether any of the Directors will remain with the combined company and on what terms will be made at or prior to the time of the Acquisition.

The Directors may in the future enter into related party transactions with the Company, which may give rise to conflicts of interest between the Company on the one hand and the Directors on the other hand

The Directors and one or more of their affiliates may in the future enter into other agreements with the Company that are not currently under contemplation. While the Company will not enter into any related party transaction without the approval of a majority of the non-conflicted Directors, it is possible that the entering into of such an agreement might raise conflicts of interest between the Company and the Directors.

Historical results of prior investments made by, or businesses associated with, the Directors and their affiliates may not be indicative of future performance of an investment in the Company

Investors are directed to the information set out in the biographies of the Directors in "Part II – The Company, its Board and the Acquisition Structure". The information set out therein is presented for illustrative purposes only and Investors are cautioned that historical results of prior businesses associated with, the Directors and their affiliates may not be indicative of the future performance of an investment in the Company or the returns the Company will, or is likely to, generate going forward.

RISKS RELATING TO THE NATURAL RESOURCES SECTOR

Global supply and demand changes due to a potential economic downturn may adversely affect the business, cash flows, results of operations, and financial condition of the Company.

Global supply and demand affects commodity prices. Widespread trading activities by market participants seeking either to secure access to commodities or to hedge against commercial risks affects commodity prices as well. Changes in commodity prices give rise to commodity price risk for the Company. Commodity prices are subject to substantial fluctuations and cannot be accurately predicted.

In the event of a substantial global economic downturn, and if that downturn depresses the economy for the medium to long term, the Company's ability to grow or sustain revenues in the future years may be adversely affected, and with respect to certain long term price levels for a given commodity, extractive operations may not remain economically feasible.

Disadvantageous economic conditions can also limit the Company's ability to predict revenues and costs which may affect the Company's capability to conduct planned projects anticipated following the Acquisition.

Governmental instability including political, legal and commercial instability in the countries and territories in which the natural resources sector operates may affect the viability of the Company's operations after the Acquisition

After the Acquisition, the Company may operate in regions with varying degrees of commercial, legal and political stability. These jurisdictions will not be limited to a particular geographic region. Regional changes in the political landscape by civil and social pressures could cause regime change, policy reforms or changes in legal or governmental regulations. These changes may result in expropriation or nationalisation of a target's assets. Nullification or renegotiation concerning pre-existing concessions, agreements, leases and permits held by a target business, changes to economic policies, including but not limited to taxes or royalty rates, or currency restrictions are all possibilities. Regional instability due to corruption, bribery and generally underdeveloped corporate governance polices have the potential to lead to similar consequences. These risks could have a materially adverse effect on the profitability, the ability to finance, or in extreme cases, the viability of an operation.

Moreover, political pressures and fiscal constraints could lead governments to impose higher taxes on operations in the natural resources sector. These taxes or other types of expropriation of assets could be imposed on the Company by any jurisdiction both before and after the Acquisition. The Company's earnings growth may be constrained by delays or shutdowns as a result of political, commercial or legal instability, and may be constrained if subjected to increased taxation or other expropriation. The ability of the Company to generate long term value of Shareholders could be impacted by these risks.

The Natural Resources Sector is subject to fluctuations in commodity prices which has the potential to adversely affect the Company's operations, financial condition and prospects following an Acquisition

After the Acquisition, the Company may become a market participant as buyer or seller of any one or more commodities. The Company's revenues and earnings may rely on the prices of commodities that it produces (if any). The Company will be unable to control the prices it receives for any commodities it produces. Moreover, following the Acquisition, the range of commodities which the acquired activities may produce might not be sufficiently broad and the acquired activities may be concentrated in one commodity within the resources sector. Consequently, the Company may not be able to offset price changes in one commodity with counter-cyclical changes in another commodity within the Company's range of commodities to mitigate the effect of the price changes.

Fluctuations in commodity pricing can be affected by many reasons including, but not limited to:

• weather conditions and natural disasters;
• regional and economic conditions;
• global economic conditions;
• governmental regulations including repatriations, nationalisations, taxes and export restrictions;
• political, economic and military disruptions in producing regions;
• availability and pricing of novel technologies;
• availability, price, and government subsidies for alternate fuels;
• availability of transportation and processing equipment;
• geopolitical uncertainty; and
• global and regional supply and demand and expectations concerning future supply and demand.

It is not possible to accurately forecast future commodities price movements and prices may not remain at current levels. Declines in commodities prices could result in a reduction of the Company's net production revenue.

Moreover, the economics of production within some regions, or the production of certain assets within some regions, may change due to lower commodities prices, which could in turn result in a decrease in the Company's reserves. Additionally, the Company may not be able to meaningfully hedge against declines in commodity prices. Therefore, there can be no guarantee that any such hedging strategies will be implemented or successful. Consequently, the Company may experience volatility in its operations and the results of those operations in its periodic financial statements if commodity prices adversely change during the reported financial period. The aforementioned factors may result in the Company not being able to accurately forecast the exact timing of any improvements or recoveries in the global, regional or national macroeconomic environments or in commodity prices. The aforementioned factors can make the Company's operational strategies for production planning more difficult to successfully institute. For example the prevailing prices of certain commodities may fall to levels that are below the average marginal cost of production for the industry, which the Company will not be able to predict accurately. If the Company's estimates of future price levels results in the Company incurring fixed additional costs and the Company fails to change production levels in response to then-current price levels, the Company's results of operations and financial condition could be adversely affected.

Currency exchange rate fluctuations may negatively affect the Company after the Acquisition

The Placing will raise proceeds denominated in British pounds sterling. However, the markets for the commodities produced are typically listed in US dollars. The Company does not intend to hedge the Net Proceeds against risks associated with disadvantageous movements in the currency exchange rates until after it has identified the Acquisition target. Therefore, currency exchange rate fluctuations from the closing date of the Placing until the date it hedges the currency exchange rate in connection with the Acquisition may negatively affect the Company. The Company does not intend to enter into such hedging activities until after it has identified the Acquisition.

Additionally, after the Acquisition, the Company may be exposed to ongoing currency risk. While the Company's financial statements are stated in British pounds sterling, and certain ongoing management costs will be denominated in British pounds sterling, the price of its products (and thus its revenues) will be determined by world commodities markets which are typically expressed in US dollars, and depending on the location of an acquired target, the Company may have operating expenses denominated in another currency. Consequently, changes in the exchange rates of these currencies may negatively affect the Company's cash flows, operating results or financial condition to a material extent.

The Company's cash flows and results of operations may be adversely affected by inflation and other cost increases

The Company will be unable to control the market prices of any commodities produced in its operations following the Acquisition. The Company may be unable to pass increased production costs to customers. Therefore, significant inflation or other production cost increases in the countries in which the Company may operate could increase operational costs without a corresponding increase in the sales price of the commodities the Company may produce. Moreover, an interruption in the reduction of input costs relative to decreasing commodity prices will have a similar negative impact on the Company's operations. Any such elevated costs or postponements in cost reductions may negatively affect the Company's profitability, cash flows and results of operations.

Safety, health and environmental exposures and related regulations may expose the Company to increased litigation, compliance costs, interruptions to operations, unforeseen environmental remediation expenses and loss of reputation

The natural resources sector involves extractive enterprises. These endeavors often make the sector a hazardous industry. The industry is highly regulated by health, safety and environmental laws. The Company's operations following the Acquisition may be subject to these kinds of governmental regulations in any region in which it operates. Operations are subject to general and specific regulations and restrictions governing drilling and production, mining and processing, land tenure and use, environmental requirements (including site specific environmental licences, permits and remediation requirements), workplace health and safety, social impacts and other laws.

The Company's operations may create environmental risks including dust, noise or leakage of polluting substances from its operations. Failing to adequately manage environmental risks or to provide safe working environments could cause harm to the Company's employees or the environment surrounding the operations site. Facilities are subject to closure by governmental authorities and the Company may be subject to fines and penalties, liability to employees and third parties for injury, statutory liability for environmental remediation and other financial consequences, which may be significant. The Company may also suffer impairment of reputation, industrial action or difficulty in recruiting and retaining skilled employees. Subsequent changes in regulations, laws or community expectations that govern the Company's operations could result in increased compliance and remediation costs. Any of the foregoing developments could have a materially adverse effect on the Company's results of operations, cash flows or financial condition.

Current and pending legislation and regulation concerning greenhouse gas emissions may negatively affect certain of the Company's operations

Natural resources sector participants are often subject to current and planned legislation concerning the emission of carbon dioxide, methane, nitrous oxide and other "greenhouse gases".

Noncompliance with current greenhouse gas laws or any future legislation could negatively affect the Company's profitability following the Acquisition if an acquired business has material greenhouse gas intensive assets. Future legislative actions intended to diminish the use of hydrocarbons could also have an impact on the ability of the Company following the Acquisition to market its commodities and/or the prices which it is able to obtain. These factors could have a materially adverse effect on the Company's business, results of operations, financial condition or prospects.

The Company's assessment and estimation of the amount of reserves recoverable through the Acquisition may be more than actually recovered

The Company may estimate or hire third party experts to estimate an acquisition target's resources and reserves. These estimations are subject to a number of assumptions, including the price of commodities, production costs and recovery rates. Variations in the market realities underlying the Company's or third party expert's estimates and assumptions may result in material changes to its reserve estimates. Such changes may have a materially adverse impact on the financial condition and prospects of the Company after the Acquisition.

The Company's inability to discover new reserves, enhance existing reserves or adequately develop new projects could adversely affect the Company's business following the Acquisition

Exploration and development work is capital intensive, speculative and often unproductive, but may be necessary for the Company's business following the Acquisition. This is particularly the case in the oil & gas and minerals industries, where there may be many reasons why the Company may not be able to find or acquire oil & gas or other commodity reserves or develop them for commercially viable production. For instance, factors such as adverse weather conditions, natural disasters, equipment or services shortages, procurement delays or difficulties arising from the environmental and other conditions in the areas where the reserves are located or through which production is transported may increase costs and make it uneconomical to develop potential reserves. Failure to discover new reserves, to maintain existing mineral rights, to enhance existing reserves or to extract resources from such reserves in sufficient amounts and in a timely manner could materially and adversely affect the Company's results of operations, cash flows, financial condition and prospects. In addition, the Company may not be able to recover the funds used in any exploration programme to identify new opportunities.

Increasingly stringent requirements relating to regulatory, environmental and social approvals can result in significant delays in construction of additional facilities and may adversely affect new drilling or mining projects, the expansion of existing operations and, consequently, the Company's results of operations, cash flows and financial condition, and such effects could be material.

The Company may be unable to acquire or renew necessary drilling or mining rights and concessions, licenses, permits and other authorizations and/or such concessions, rights, licenses, permits and other authorizations may be suspended, terminated or revoked prior to their expiration

The acquired business may conduct its operations under existing drilling or mining rights and concessions, licenses, permits and other authorizations. Any delay in obtaining or renewing a license, permit or other authorization may result in a delay in investment or development of a resource and may have a materially adverse effect on the acquired business' results of operations, cash flows and financial condition. In addition, any existing drilling or mining rights and concessions, licences, permits and other authorisations of the acquired business may be suspended, terminated or revoked if it fails to comply with the relevant requirements. If, following the Acquisition, the acquired business or any of its subsidiaries fails to fulfill the specific terms of any of its rights, concessions, licences, permits and other authorisations or if it operates its business in a manner that violates applicable law, government regulators may impose fines or suspend or terminate the right, concession, licence, permit or other authorization, any of which could have a material adverse effect on the Company's results of operations, cash flows and financial condition.

Independent contractors may delay operations

Independent contractors perform various operational tasks, including carrying out drilling activities and delivering raw commodities to processing or beneficiation plants. When commodity prices are high, demand for independent contractors may exceed supply resulting in increased costs or lack of availability of key contractors. Interruptions in operations or higher costs also can occur as a result of disputes with contractors or a shortage of contractors. Moreover, because the Company following the Acquisition will not have the same control over independent contractors as it does over employees of a target, there is a risk that such contractors will not operate in accordance with the Company's safety standards or other policies. Any of the foregoing conditions may have a materially adverse effect on the Company's operating results and cash flows following the Acquisition.

Natural disasters may affect drilling operations and have a material impact on the productivity of the operations and may not be covered by insurance

Natural disasters, including earthquakes, drought, floods, fire, tropical storms and the physical effects of climate change, all of which are outside the Company's control, may adversely affect the Company's operations after the Acquisition. Operating difficulties, such as unexpected geological variations that could result in significant failure, could affect the costs and feasibility of its operations for indeterminate periods. Damage to or breakdown of a physical asset, including as a result of fire, explosion or natural catastrophe, can result in a loss of assets and financial losses. Insurance may provide protection from some, but not all, of the costs that may arise from unforeseen events. Although the Company intends to maintain adequate insurance, the Company's insurance may not cover every possible risk connected with its operations. Adequate insurance at a reasonable cost is not always available. The Company's insurance may not cover its liability or the consequences of any business disruptions such as equipment failure or labour dispute. The occurrence of a significant adverse event not fully covered by insurance could have a material adverse effect on the Company's business, results of operations, financial condition and prospects.

Labour disruptions could adversely affect the Company's results of operations, cash flows and financial condition

Strikes and the potential of conflict with unions or employees may occur at any one of the Company's operations or in any regions in which the Company operates after the Acquisition. A significant portion of the Company's workforce may be unionized after the Acquisition. Labour interruptions may be employed to advocate labour, political or social goals. Labour interruptions have the potential to increase operational costs and decrease revenues by suspending the business activities or increasing the cost of substitute labour, which may not be available. If such disruptions are material, they may adversely affect the Company's results of operations, cash flows and financial condition.

The Company may be unable to access necessary infrastructure services, including transportation and utilities, which may adversely affect the Company's operations

Inadequate supply of the critical infrastructure elements for drilling or mining activity could result in reduced production or sales volumes, which could have a negative effect on the Company's financial performance after the Acquisition. Supply interruptions of essential utility services, like electricity and water, may suspend the Company's production for the duration of the disruption and, when unexpected, may cause loss of life or damage to its drilling or mining equipment or facilities, which may in turn affect its capacity to restart operations on a timely basis. Adequate transportation services, such as timely pipeline and port access and rail services, are critical to distributing products and disruptions to such services may affect the Company's operations. The Company may be dependent on third party providers of utility and transportation services after the Acquisition. As such, third party provision of services, maintenance of networks and expansion and contingency plans will be outside of the Company's control.

Shortages and disruptions in lead times to deliver certain key inputs may adversely affect the Company's operations

After the Acquisition the Company's inability to timely acquire strategic consumables, raw materials, drilling and processing equipment could have an adverse impact on any results of operations and financial condition. Periods of high demand for supplies can arise when availability of supplies is limited. This can cause costs to increase above normal inflation rates. Interruption to supplies or increase in costs could adversely affect the operating results and cash flows of the Company following the Acquisition.

The Company's future growth potential could be adversely affected if it fails to manage relationships with local communities, government and non-government organizations

The public is increasingly concerned about the perceived negative effects of globalisation. Consequently, businesses often face increasing public scrutiny of their operations. Potential targets may have operations in or near communities that may perceive the operation as disadvantageous to their environmental, economic or social circumstances. Negative community reaction to such operations could have a materially adverse impact on the cost, profitability, ability to finance or even the viability of an operation. Such events could also lead to disputes with national or local governments or with local communities and give rise to material reputational damage. Moreover, the Acquisition may operate in regions where ownership of rights with respect to land and resources is uncertain and where disputes in relation to ownership or other community matters may arise. The inherent unpredictability in these disputes may cause disruption to projects or operations. Natural resources operations can also have an impact on local communities, including the need, from time to time, to relocate communities or infrastructure networks such as railways and utility services after the Acquisition. Failure to manage relationships with local communities, government and nongovernment organizations may adversely affect the Company's reputation, as well as its ability to commence production projects, which could in turn affect the Company's revenues, results of operations and cash flows.

Exploration, development and production activities are capital intensive and inherently uncertain in their outcome. As a result, the Company may not generate a return on its investments or recover its costs and it may not be able to generate cash flows or secure adequate financing for its discretionary capital expenditure plans

Exploration, development and production activities are capital intensive and inherently uncertain in their outcome. Should the Company acquire or establish operations in the oil & gas industry, the Company's future oil & gas projects may involve unprofitable efforts, due either to dry wells or from wells that are productive but do not produce sufficient net revenues to return a profit after development, operating and other costs. Furthermore, completion of a well does not guarantee a profit on the investment or recovery of the costs associated with that well. In addition, drilling hazards or environmental damage could significantly affect operating costs, and production from successful wells may be adversely affected by conditions including delays in obtaining governmental approvals or consents, shut-ins of connected wells resulting from extreme weather conditions, insufficient storage or transportation capacity or adverse geological conditions. Production delays and declines, whether or not as a result of the foregoing conditions, may result in lower revenue or cash flows from operating activities until such time, if at all, that the delay or decline is cured or arrested. In the event that such cash flows are reduced in the future, the Company may be forced to scale back or delay discretionary capital expenditure resulting in delays to, or the postponement of, the Company's planned production and development activities which could have a material adverse effect on its business, results of operations, financial condition or prospects.

Offshore exploration, development and production operations are subject to drilling and production risks and hazards which may affect the ability of the Company, if it acquires or establishes any such oil & gas activities to produce oil & gas at expected levels, increase operating costs and/or expose the Company and/or its Directors and officers to legal liability

If the Company acquires or establishes operations in the oil & gas industry, the production and development activities of the Company will involve risks typically related to such activities, including blowouts, explosions, fires, equipment damage or failure, natural disasters, geological uncertainties, unusual or unexpected rock formations and abnormal pressures and environmental hazards such as accidental spills, releases or leakages of petroleum liquids, gas leaks, ruptures or discharges of toxic gas. Offshore operations are also subject to hazards inherent in marine operations, which include damage from severe weather conditions, capsizing or sinking, and damage to pipelines and subsea facilities from fishing nets, anchors and vessels. The occurrence of any of these events could result in production delays or the failure to produce oil & gas in commercial quantities from the affected operations. These events could also lead to environmental damage, injury to persons and loss of life or the destruction of property, any of which could expose the Company and/or its Directors and officers to the risk of litigation and clean-up or other remedial costs. Damages claimed in connection with any consequent litigation and the costs to the Company in defending itself against such litigation are difficult to predict and may be material. In addition, the Company could experience adverse publicity as a result of any such litigation. Any loss of production or adverse legal consequences stemming from production hazards could have a material adverse effect on the Company's business, results of operations, financial condition or prospects.

RISKS RELATING TO TAXATION

Changes in tax law and practice may reduce any net returns for Investors

The tax treatment of Shareholders of the Company, any special purpose vehicle that the Company may establish and any company which the Company may acquire are all subject to changes in tax laws or practices in the Isle of Man or any other relevant jurisdiction. Any change may reduce any net return derived by Investors from a shareholding in the Company.

There can be no assurance that the Company will be able to make returns for Shareholders in a tax-efficient manner

It is intended that the Company will structure itself, including any company or business acquired in the Acquisition, to maximise returns for Shareholders in as fiscally efficient a manner as is practicable. The Company has made certain assumptions regarding taxation. However, if these assumptions are not correct, taxes may be imposed with respect to the Company's assets, or the Company may be subject to tax on its income, profits, gains or distributions (either on a liquidation and dissolution or otherwise) in a particular jurisdiction or jurisdictions in excess of taxes that were anticipated. This could alter the post-tax returns for Shareholders (or Shareholders in certain jurisdictions). The level of return for Shareholders may also be adversely affected. Any change in laws or tax authority practices could also adversely affect any post-tax returns of capital to Shareholders or payments of dividends (if any, which the Company does not envisage the payment of, at least in the short to medium term). In addition, the Company may incur costs in taking steps to mitigate any such adverse effect on the post-tax returns for Shareholders.

CONSEQUENCES OF A STANDARD LISTING

Application will be made for the Ordinary Shares to be admitted to listing on the Official List pursuant to Chapter 14 of the Listing Rules, which sets out the requirements for Standard Listings. The Company is required by the UK Listing Authority, and intends to comply with the Listing Principles set out in Chapter 7 of the Listing Rules (as they apply to the Company), and in particular Listing Principles 1 and 2.

In addition, while the Company has a Standard Listing, it is not required to comply with the provisions of, among other things:

• Chapter 8 of the Listing Rules regarding the appointment of a sponsor to guide the Company in understanding and meeting its responsibilities under the Listing Rules in connection with certain matters. The Company has not and does not intend to appoint such a sponsor in connection with the Placing and Admission;
• Chapter 9 of the Listing Rules regarding continuous obligations for a company with a Premium Listing;
• Chapter 10 of the Listing Rules relating to significant transactions. It should be noted therefore that acquisitions will not require Shareholder consent, even if Ordinary Shares are being issued as consideration for the Acquisition;
• Chapter 11 of the Listing Rules regarding related party transactions. Nevertheless, the Company will not enter into any transaction which would constitute a "related party transaction" as defined in Chapter 11 of the Listing Rules without the specific prior approval of a majority of the non-conflicted Directors;
• Chapter 12 of the Listing Rules regarding purchases by the Company of its Ordinary Shares. In particular, the Company has not adopted a policy consistent with the provisions of Listing Rules 12.4.1 and 12.4.2. Until the Acquisition, the Company will have unlimited authority to purchase Ordinary Shares; and
• Chapter 13 of the Listing Rules regarding the form and content of circulars to be sent to Shareholders.

The Company is not currently eligible for a Premium Listing under Chapter 6 of the Listing Rules. Following the Acquisition, the Directors may seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires (although there can be no guarantee that the Company will fulfil the relevant eligibility criteria at the time and that a transfer to a Premium Listing or other appropriate stock market will be achieved). Alternatively, it may determine to seek re-admission to a Standard Listing, subject to eligibility criteria. If a transfer to a Premium Listing is possible (and there can be no guarantee that it will be) and the Company decides to transfer to a Premium Listing, the various Listing Rules highlighted above as rules with which the Company is not required to comply will become mandatory and the Company will comply with the continuing obligations contained within the Listing Rules (and the Disclosure and Transparency Rules) in the same manner as any other company with a Premium Listing.

It should be noted that the UK Listing Authority will not have the authority to (and will not) monitor the Company's compliance with any of the Listing Rules which the Company has indicated herein that it intends to comply with on a voluntary basis, nor to impose sanctions in respect of any failure by the Company so to comply.

IMPORTANT INFORMATION

In deciding whether or not to invest in New Ordinary Shares, prospective Investors should rely only on the information contained in this Document. No person has been authorised to give any information or make any representations other than as contained in this Document and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors or the Placing Agent. Without prejudice to the Company's obligations under the FSMA, the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules, neither the delivery of this Document nor any subscription made under this Document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this Document or that the information contained herein is correct as at any time after its date.

Prospective Investors must not treat the contents of this Document or any subsequent communications from the Company, the Directors, the Placing Agent, or any of their respective affiliates, officers, directors, employees or agents as advice relating to legal, taxation, accounting, regulatory, investment or any other matters.

The section headed "Summary" should be read as an introduction to this Document. Any decision to invest in the Ordinary Shares should be based on consideration of this Document as a whole by the Investor. In particular, Investors must read the section headed "Section D – Risks" of the Summary together with the risks set out in the section headed "Risk Factors" beginning on page 15 of this Document.

Neither of the Placing Agent nor any person acting on its behalf makes any representations or warranties, express or implied, with respect to the completeness or accuracy of this Document nor does any such person authorise the contents of this Document. No such person accepts any responsibility or liability whatsoever for the contents of this Document or for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Ordinary Shares, the Placing or Admission. The Placing Agent accordingly disclaims all and any liability whether arising in tort or contract or otherwise which it might otherwise have in respect of this Document or any such statement. Neither the Placing Agent nor any person acting on its behalf accepts any responsibility or obligation to update, review or revise the information in this Document or to publish or distribute any information which comes to its attention after the date of this Document, and the distribution of this Document shall not constitute a representation by the Placing Agent or any such person that this Document will be updated, reviewed, revised or that any such information will be published or distributed after the date hereof.

The Placing Agent does not intend to disclose the extent of any such investments or transactions otherwise than in accordance with any applicable legal or regulatory requirements.

This Document does not constitute, and may not be used for the purposes of, an offer to sell or an invitation or the solicitation of an offer or invitation to subscribe for or buy, any Ordinary Shares by any person in any jurisdiction: (i) in which such offer or invitation is not authorised; (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) in which, or to any person to whom, it is unlawful to make such offer, solicitation or invitation. The distribution of this Document and the offering of the Ordinary Shares in certain jurisdictions may be restricted. Accordingly, persons outside the United Kingdom who obtain possession of this Document are required by the Company, and the Directors to inform themselves about, and to observe any restrictions as to the offer or sale of Ordinary Shares and the distribution of, this Document under the laws and regulations of any territory in connection with any applications for Ordinary Shares, including obtaining any requisite governmental or other consent and observing any other formality prescribed in such territory. No action has been taken or will be taken in any jurisdiction by the Company or the Directors, that would permit a public offering of the Ordinary Shares in any jurisdiction where action for that purpose is required, nor has any such action been taken with respect to the possession or distribution of this Document other than in any jurisdiction where action for that purpose is required. Neither the Company, nor the Directors accepts any responsibility for any violation of any of these restrictions by any other person.

The Ordinary Shares have not been and will not be registered under the Securities Act, or under any relevant securities laws of any state or other jurisdiction in the United States, or under the applicable securities laws of Australia, Canada, Japan or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares may not be, offered, sold, resold, reoffered, pledged, transferred, distributed or delivered, directly or indirectly, within, into or in the United States, Australia, Canada, Japan or the Republic of South Africa, or to any national, resident or citizen of Australia, Canada, Japan or the Republic of South Africa.

Data protection

The Company may delegate certain administrative functions in relation to the Company to third parties and will require such third parties to comply with data protection and regulatory requirements of any jurisdiction in which data processing occurs. Such information will be held and processed by the Company (or any third party, functionary or agent appointed by the Company) for the following purposes:

• (a) verifying the identity of the prospective Investor to comply with statutory and regulatory requirements in relation to anti-money laundering procedures;
• (b) carrying out the business of the Company and the administering of interests in the Company;
• (c) meeting the legal, regulatory, reporting and/or financial obligations of the Company in the Isle of Man, the United Kingdom or elsewhere; and
• (d) disclosing personal data to other functionaries of, or advisers to, the Company to operate and/or administer the Company.

Where appropriate it may be necessary for the Company (or any third party, functionary or agent appointed by the Company) to:

• (a) disclose personal data to third party service providers, agents or functionaries appointed by the Company to provide services to prospective Investors; and
• (b) transfer personal data outside of the EEA to countries or territories which do not offer the same level of protection for the rights and freedoms of prospective Investors as the United Kingdom.

If the Company (or any third party, functionary or agent appointed by the Company) discloses personal data to such a third party, agent or functionary and/or makes such a transfer of personal data it will use reasonable endeavours to ensure that any third party, agent or functionary to whom the relevant personal data is disclosed or transferred is contractually bound to provide an adequate level of protection in respect of such personal data.

In providing such personal data, Investors will be deemed to have agreed to the processing of such personal data in the manner described above. Prospective Investors are responsible for informing any third party individual to whom the personal data relates of the disclosure and use of such data in accordance with these provisions.

Selling and transfer restrictions

Prospective Investors should consider (to the extent relevant to them) the notices to residents of various countries set out in "Part VIII – Notices to Investors".

Investment considerations

In making an investment decision, prospective Investors must rely on their own examination, analysis and enquiry of the Company, this Document and the terms of the Placing, including the merits and risks involved. The contents of this Document are not to be construed as advice relating to legal, financial, taxation, investment decisions or any other matter. Prospective Investors should inform themselves as to:

• the legal requirements within their own countries for the purchase, holding, transfer or other disposal of the Ordinary Shares;
• any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of the Ordinary Shares which they might encounter; and
• the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares or distributions by the Company, either on a liquidation and distribution or otherwise. Prospective Investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's objective will be achieved.

It should be remembered that the price of the Ordinary Shares, and any income from such Ordinary Shares, can go down as well as up.

This Document should be read in its entirety before making any investment in the Ordinary Shares. All Shareholders are entitled to the benefit of, are bound by, and are deemed to have notice of, the provisions of the Memorandum of Association and Articles of Association of the Company, which Investors should review. A summary of the Articles is contained in paragraph 4 of "Part VII – Additional Information".

Forward-looking statements

This Document includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "targets", "believes", "estimates", "anticipates", "expects", "intends", "may", "will", "should" or, in each case, their negative or other variations or comparable terminology. They appear in a number of places throughout the Document and include statements regarding the intentions, beliefs or current expectations of the Company and the Board of Directors concerning, among other things: (i) the Company's objective, acquisition and financing strategies, results of operations, financial condition, capital resources, prospects, capital appreciation of the Ordinary Shares and dividends; and (ii) future deal flow and implementation of active management strategies, including with regard to any acquisitions. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies may differ materially from the forward-looking statements contained in this Document. In addition, even if the Company's actual performance, results of operations, financial condition, distributions to shareholders and the development of its financing strategies are consistent with the forward-looking statements contained in this Document, those results or developments may not be indicative of results or developments in subsequent periods. Important factors that may cause these differences include, but are not limited to:

• the Company's ability to identify suitable acquisition opportunities or the Company's success in completing the Acquisition;
• the Company's ability to ascertain the merits or risks of the operations of a target company or other acquisition target;
• the Company's ability to deploy the Net Proceeds on a timely basis;
• the availability and cost of equity or debt capital for future transactions;
• currency exchange rate fluctuations, as well as the success of the Company's hedging strategies in relation to such fluctuations (if such strategies are in fact used); and
• legislative and/or regulatory changes, including changes in taxation regimes.

Prospective Investors should carefully review the "Risk Factors" section of this Document for a discussion of additional factors that could cause the Company's actual results to differ materially, before making an investment decision. For the avoidance of doubt, nothing in this paragraph constitutes a qualification of the working capital statement contained in paragraph 9 of "Part VII – Additional Information".

Forward-looking statements contained in this Document apply only as at the date of this Document. Subject to any obligations under the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise.

Market data

Where information contained in this Document has been sourced from a third party, the Company and the Directors confirm that such information has been accurately reproduced and, so far as they are aware and have been able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references to "\$" or "US dollars" are to the lawful currency of the US all references in this Document to "£" or "Pounds Sterling" are to the lawful currency of the UK all references to "€" or "euro" are to the lawful currency of the Eurozone countries.

No incorporation of website

The contents of any website of the Company or any other person do not form part of this Document.

Definitions

A list of defined terms used in this Document is set out in "Part IX – Definitions".

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Publication of this Document	10 February 2017
Admission and commencement of unconditional dealings in Ordinary Shares	8.00 a.m. on 15 February 2017
CREST members' accounts credited in respect of Ordinary Shares	8.00 a.m. on 15 February 2017
Despatch of definitive share certificates for Ordinary Shares by no later than	22 February 2017

All references to time in this Document are to London, UK time unless otherwise stated and each of the times and dates are indicative only and may be subject to change.

PLACING STATISTICS

Total number of New Ordinary Shares in the Placing	30,433,242
Total number of Ordinary Shares in issue following the Placing and Admission	48,183,344
Placing Price per New Ordinary Share	3 pence
Estimated Net Proceeds receivable by the Company(1)	£895,549.26
Estimated transaction costs	£237,450
(1) assuming the Placing is fully subscribed.

DEALING CODES

The dealing codes for the Ordinary Shares will be as follows:
ISIN	IM00BDHDTX83
SEDOL	BDHDTX8
TIDM	EML

DIRECTORS, AGENTS AND ADVISERS

Directors	Cameron William Leslie Pearce (Non-Executive Chairman) Sam Delevan Quinn (Non-Executive Director) Edward ("Ed") Peter McDermott (Non-Executive Director)
Registered Office	IOMA House Hope Street Douglas Isle of Man IM1 1AP
Website	www.emmersonplc.com
Financial Adviser, Broker and Placing Agent	Optiva Securities Limited 2 Mill Street Mayfair London W1S 2AT
Legal advisers to the Company (as to English law)	Kerman & Co LLP 200 Strand London WC2R 1DJ
Legal advisers to the Company (as to Isle of Man law)	Callin Wild Bank Chambers 15-19 Athol Street Douglas Isle of Man IM1 1LB
Auditors to the Company and Reporting Accountants	Crowe Clark Whitehill LLP St. Bride's House 10 Salisbury Square London EC4Y 8EH
Legal advisers to the Financial Adviser, Broker and Placing Agent	Thrings LLP Kinnaird House 1 Pall Mall East London SW1Y 5AU
Isle of Man Administrator to the Company	FIM Capital Limited IOMA House Hope Street Douglas Isle of Man IM1 1AP
Registrars	Share Registrars Limited 27/28 Eastcastle Street London W1W 8DH
Bankers	Barclays Bank PLC Barclays House Victoria Street Douglas Isle of Man IM99 1AJ

PART I

THE COMPANY'S STRATEGY

1. Introduction

The Company was incorporated on 1 March 2016 in accordance with the laws of the Isle of Man with an indefinite life and with company number 013301V under the name Emmerson Plc.

The Founders of the Company, being Cameron Pearce and Sam Quinn were appointed to the Board as Directors on incorporation. Ed McDermott was appointed to the Board as a Director on 21 June 2016. Further information on each of the Directors is set out in their respective biographies in "Part II – The Company, its Board and the Acquisition Structure".

On Admission, the Company will be authorised to issue one class of shares (the Ordinary Shares). It is intended that the Ordinary Shares will be admitted by the FCA to a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities.

The Board considers that a listing on the Main Market may attract greater opportunities, both from the perspective of Investors, who may not be willing or able to invest in a company whose shares are listed on a different securities exchange, and from the perspective of the target company, which may only consider accepting share consideration as part of the Acquisition, from a company whose shares are admitted to the Official List.

2. Company objective

The Company was formed to undertake an acquisition of a target company or business. The Company does not have any specific acquisition under consideration and does not expect to engage in substantive negotiations with any target company or business until after Admission. There is no specific expected target value for the Acquisition and the Company expects that any funds not used for the Acquisition will be used for future acquisitions, internal or external growth and expansion, and working capital in relation to the acquired company or business.

Following completion of the Acquisition, the objective of the Company will be to operate the acquired business and implement an operating strategy with a view to generating value for its Shareholders through operational improvements as well as potentially through additional complementary acquisitions following the Acquisition. Following the Acquisition, the Company intends to seek re-admission of the Company's securities to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.

The Company's efforts in identifying a prospective target company or business will not be limited to a particular industry or geographic region. However, given the experience of the Directors, the Company expects to focus on acquiring an exploration or production company or business in the natural resources sector with either all or a substantial portion of its operations in South East Asia, Africa, and the Middle East.

In assessing the potential Acquisition, the Board will pay particular attention to the following overriding factors:

• the existence of production providing cash flow for the business;
• strong exploration potential in known natural resources producing areas;
• the quality of the management; and
• an established track record of developing natural resources assets.

Following Admission, the Directors will be responsible for procuring investment and acquisition opportunities to be considered by the Company. The Company has recruited a Board it believes is well suited for the purposes of implementing its business strategy mixing a strong track record of growing diversified business groups in both the natural resources sector and financial sector (including, inter alia, the mining, oil and gas, energy, and corporate finance sectors), considerable public company experience and a wide network of global contacts. Based on the Directors collective experience in growing such businesses in the natural resource sector, the Directors consider that there are opportunities to create value for Shareholders in the natural resources sector. The Company will utilise outside consultants and advisers as the situation demands, at the Board's discretion.

As stated above, the Acquisition which the Company is targeting to make within a 12 month timeframe from Admission, will be treated as a Reverse Takeover, requiring an application for the Company to have its Ordinary Shares admitted to the Official List and to trade on the Main Market for listed securities of the London Stock Exchange or, in the event this is not carried out, the Board currently intends to apply for the Company's Ordinary Shares to be admitted to another stock exchange. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to Board approval.

The Company has not engaged or retained any agent or other representative to identify or locate any suitable Acquisition candidate, to conduct any research or take any measures, directly or indirectly, to locate or contact a target company or business. To date, the Company's efforts have been limited to organisational activities as well as activities related to the Placing. The Company may subsequently seek to raise further capital for purposes of the Acquisition.

The determination of the Company's post-Acquisition strategy and whether any of the Directors will remain with the combined company and on what terms, will be made at or prior to the time of the Acquisition.

In conjunction with the Admission, the Company has raised £912,997.26 (before expenses), being approximately £895,549.26 after expenses, conditional on Admission, through the Placing of the New Ordinary Shares with Investors. The proceeds of the Placing will be deployed by the Company in accordance with its strategy to complete the Acquisition.

Application will be made for the Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities and the Placing is conditional on Admission. It is expected that Admission will become effective and that trading in the Ordinary Shares will commence on 15 February 2017 or such later time as the Company may agree. Further details of the Placing are set out in of "Part III – Placing" of this Document.

3. Business strategy and execution

The Company has identified the following criteria that it believes are important in evaluating a prospective target company or business. It will generally use these criteria in evaluating acquisition opportunities. However, it may also decide to enter into the Acquisition with a target company or business that does not meet the below criteria.

The Directors intend to take an active approach to completing the Acquisition and to adhere to the following criteria, insofar as reasonably practicable:

• Geographic focus: The Company intends, but is not required to, seek to acquire an exploration or production company or business with operations in natural resources in South East Asia, Africa, and the Middle East with: (i) strong underlying fundamentals and clear broad-based growth drivers; (ii) a meaningful population and an identifiable market; (iii) established financial regulatory systems; (iv) stable political structures; and (v) strong or improving governance and anti-corruption ratings.
• Sector focus: The Company intends to search initially for acquisition opportunities in the natural resources sector, but the Company shall not be limited to such sector. The Directors believe that opportunities exist to create value for Shareholders through a properly executed, acquisition-led strategy in the natural resources industry, however the Directors will consider other industries and sectors where they believe that value may be created for Shareholders.
• Identifiable routes to value creation: The Company intends, but is not required to, seek to acquire a company or business in respect of which the Company can: (i) play an active role in the optimisation of strategy and execution; (ii) enhance existing management capabilities through the Directors' proven management skills and depth of experience; (iii) effect operational changes to enhance efficiency and profitability; and (iv) provide capital to support significant, credible, growth initiatives.

● Management of the Acquisition: The Acquisition may be made by direct purchase of an interest in a company, partnership or joint venture, or a direct interest in a project, and can be at any stage of development. Following the completion of the Acquisition, the Directors will work in conjunction with incumbent management teams to develop and deliver a strategy for performance improvement and/or strategic and operational enhancements.

The Directors believe that their broad, collective experience, together with their extensive network of contacts, will assist them in identifying, evaluating and funding suitable acquisition opportunities. External advisers and professionals may be engaged as necessary to assist with sourcing and due diligence of prospective acquisition opportunities. The Directors may consider appointing additional directors with relevant experience if the need arises.

Any evaluation relating to the merits of a particular Acquisition will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant to the Company's business objective by the Directors. In evaluating a prospective target company or business, the Company expects to conduct a due diligence review which will encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a detailed review of financial and other information which will be made available. The time required to select and evaluate a target company or business and to structure and complete the Acquisition, and the costs associated with this process, are not currently ascertainable with any degree of certainty.

The Company expects that the Acquisition will be to acquire a controlling interest in a target company or business. The Company (or its successor) may consider acquiring a controlling interest constituting less than the whole voting control or less than the entire equity interest in a target company or business if such opportunity is attractive; provided, the Company (or its successor) would acquire a sufficient portion of the target entity such that it could consolidate the operations of such entity for applicable financial reporting purposes. Future complementary acquisitions may be non-controlling.

The determination of the Company's post-Acquisition strategy and whether any Directors will remain with the combined company and, if so, on what terms, will be made following the identification of the target company or business but at or prior to the time of the Acquisition.

4. Capital and returns management

As well as the funds raised from the Pre-IPO Subscriptions, the Company expects to raise gross proceeds of £912,997.26 from the Placing. The Directors believe that, following the Acquisition, further equity capital raisings may be required by the Company for working capital purposes as the Company pursues its objectives going forward. Given that the anticipated operating costs of the Company will be minimal, the Company does not envisage that further funding will be required in the first 18 months or prior to the Acquisition.

It is intended that the Acquisition will be undertaken by way of share consideration (in whole or part) which will leave cash available for working capital purposes. However, whether a further equity raising will be required, and the amount of such raising, will depend on the nature of the acquisition opportunity that arises and the form of consideration the Company uses to make the Acquisition (which cannot be determined at this time).

Any Acquisition made by the Company will represent a Reverse Takeover pursuant to the Listing Rules, requiring an application for the Company to have its Ordinary Shares admitted to the Official List and to trade on the Main Market for listed securities of the London Stock Exchange or, in the event this is not carried out, the Board currently intends to apply for the Company's Ordinary Shares to be admitted to another stock exchange. Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the Acquisition. The Acquisition will be subject to Board approval.

The Company expects that any returns for Shareholders would derive primarily from capital appreciation of the Ordinary Shares and any dividends paid pursuant to the Company's dividend policy set out below in paragraph 5 of this "Part I – The Company's Strategy".

If the Acquisition has not been announced within 18 months of Admission, the Board will recommend to Shareholders either that the Company continue to pursue the Acquisition for a further 12 months from such date or that the Company be wound up (in order to return capital to Shareholders, to the extent assets are available). The Board's recommendation will then be put to a Shareholder vote (from which the Directors holding Ordinary Shares will abstain). In the event that the Company is wound up, any capital available for distribution will be returned to Shareholders in accordance with the Articles. An ordinary resolution of Shareholders is required to voluntarily wind-up the Company unless the Directors resolve to petition the High Court of Justice in the IOM to wind up the Company.

5. Dividend policy

The Company is primarily seeking to achieve capital growth for its Shareholders.

It is the Board's intention during the current phase of the Company's development to retain future distributable profits from the business, to the extent any are generated.

The Board does not anticipate declaring any dividends in the foreseeable future but may recommend dividends at some future date after the completion of the Acquisition and depending upon the generation of sustainable profits and the Company's financial position.

The Board can give no assurance that it will pay any dividends in the future, nor, if a dividend is paid, what the amount of such dividend will be.

The Company will only pay dividends to the extent that to do so is in accordance with all applicable laws.

6. Corporate governance

In order to implement its business strategy, the Company has adopted a corporate governance structure more fully outlined in "Part II – The Company, its Board and the Acquisition Structure". The key features of its structure are:

• consistent with the rules applicable to companies with a Standard Listing, unless required by law or other regulatory process, Shareholder approval is not required in order for the Company to complete the Acquisition. The Company will, however, be required to obtain the approval of the Board before it may complete the Acquisition;
• the Board intends to comply, in all material respects, with certain Main Principles of the UK Corporate Governance Code (as set out in more detail in "Part II – The Company, its Board and the Acquisition Structure") and has adopted a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at the date of this Document) shall comply with the share dealing code from the date of Admission; and
• following the Acquisition, the Directors may seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. If the Company is successful in obtaining a Premium Listing, further rules will apply to the Company under the Listing Rules and Disclosure and Transparency Rules and the Company will be obliged to comply with or explain any derogation from the UK Corporate Governance Code. In addition to, or in lieu of, a Premium Listing, the Company may determine to seek a listing on another stock exchange or seek re-admission to a Standard Listing.

7. Conflicts of interest

7.1 General

Potential areas for conflicts of interest in relation to the Company include:

● None of the Directors are required to commit any specified amount of time to the Company's affairs and, accordingly, they may have conflicts of interest in allocating management time among various business activities.

• In the course of their other business activities, the Directors may become aware of investment and business opportunities which may be appropriate for presentation to the Company as well as the other entities with which they are affiliated. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
• The Directors may in the future become affiliated with entities, including other special purpose acquisition companies, engaged in business activities similar to those intended to be conducted by the Company, which may include entities with a focus on target companies or businesses similar to those being sought by the Company.
• In particular, Mr Quinn is also a director of Glenwick Plc, a company which obtained an AIM Listing on 14 December 2005, and adopted a new AIM Investing Policy on 18 December 2015 to focus primarily on acquiring a company or business in the natural resources sector in Australasia and North America ("Related Entity 1").
• Mr Pearce is also a director of a Stallion Resources Plc, a company which delisted from AIM on 11 November 2015, which has an investing policy focused primarily on investing in and/or acquiring companies and/or projects within the natural resources and/or energy sectors ("Related Entity 2").
• Mr Pearce and Mr Quinn have each signed a letter of undertaking dated 10 February 2017 addressed to the Company that any acquisition opportunities in the natural resources sector in South East Asia, Africa, and the Middle East originated by them will be offered first to the Company (the "Undertaking"). If the Company declines a particular acquisition opportunity it may then be offered to Related Entity 1 or Related Entity 2. If the Undertaking is breached by Mr Pearce and/or Mr Quinn, recourse may potentially be taken by the Shareholders for such breach. Furthermore, in the event of a breach of the Undertaking, it may also be likely that Mr Pearce and/or Mr Quinn would have breached their fiduciary duties as Directors. Further grounds for recourse may potentially therefore be available for the Shareholders. It would be a commercial decision of the Shareholders as to whether any recourse should be taken in the event of a breach of the Undertaking. It should be noted however, that as Mr Pearce and Mr Quinn are both Directors and Shareholders, they have a financial stake in the Company, which incentivises them to act in the interests of the Company.
• The Directors may have a conflict of interest with respect to evaluating a particular acquisition opportunity if the retention or resignation of any of the Directors were included by a target company or business as a condition as a condition to any agreement with respect to the Acquisition.
• The Board has decided that if the Company decides to proceed with an acquisition opportunity, or if an acquisition opportunity is presented to both the Company and Related Entity 1 and/or Related Entity 2, the acquisition opportunity will only be handled by the Director/s whom a potential conflict of interest does not arise in relation to Related Entity 1 and/or Related Entity 2. Only the non-conflicted Director/s will be involved in the due diligence process, and be able to decide if the acquisition opportunity is fit and proper for the Company.

Accordingly, as a result of these business affiliations, each of the Directors may have similar legal obligations to present business opportunities to multiple entities. In addition, conflicts of interest may arise when the Board evaluates a particular business opportunity, however the possibility of a potential conflict of interest will be dependent on the geographical area and sector of such business opportunity.

The AIM Investing Policy for Related Entity 1 focuses on acquiring companies in the natural resources sector in Australasia and North America, not South East Asia, Africa, and the Middle East, which is the geographical area the Company intends to focus on acquisition opportunities. The investing policy for Related Entity 2, does not specify a particular geographic area, and covers both the natural resources sector and/or the energy sector. It is considered that Mr Pearce and Mr Quinn are not therefore conflicted by offering any acquisition opportunities in the natural resources sector in South East Asia, Africa, and the Middle East to the Company first before Related Entity 1 and/or Related Entity 2.

The Directors have, or may come to have, other fiduciary obligations, including to other companies on whose board of directors they presently sit or to other companies whose board of directors they may join in the future. To the extent that the Directors identify acquisition opportunities that may be suitable for the Company or other companies on whose board of directors they may sit, the Company will be offered acquisition opportunities first that fall within the scope of the Undertaking detailed above. If there are acquisition opportunities that do not fall within the scope of the Undertaking, the Directors will honour any pre-existing fiduciary obligations to other companies whose board of directors they presently sit on. The Directors do not however have any pre-existing fiduciary obligations to other companies whose board of directors they presently sit on, that prevent them from offering acquisition opportunities within the scope of the Undertaking to the Company first.

The Directors may therefore refrain from presenting certain acquisition opportunities to the Company that come to their attention in the performance of their duties as directors of such other entities and which fall outside the scope of the Undertaking, unless the other companies have declined to accept such acquisition opportunities or clearly lack the resources to take advantage of such acquisition opportunities. Accordingly, the Directors may become aware of acquisition opportunities that may be appropriate for presentation to the Company as well as the other entities with which they are or may be affiliated, but will always ensure to present acquisition opportunities that fall within the scope of the Undertaking to the Company first.

7.2 Other conflict of interest limitations

To further minimise potential conflicts of interest, the Company will not acquire an entity that is an affiliate of any of the Directors.

The Directors are free to become affiliated with new special purpose acquisition companies or entities engaged in similar business activities prior to its identifying and acquiring a target company or business. Each of the Directors has agreed that if such person or entity becomes involved prior to the completion of the Acquisition with any new special purpose acquisition companies with similar acquisition criteria as the Company's, any potential opportunities that fit such criteria would first be presented to the Company.

PART II

THE COMPANY, ITS BOARD AND THE ACQUISITION STRUCTURE

1. The Company

The Company was incorporated on 1 March 2016 in accordance with the laws of the Isle of Man with an indefinite life and with company number 013301V under the name Emmerson Plc.

The Founders of the Company, being Cameron Pearce and Sam Quinn, were appointed to the Board as Directors on incorporation. Ed McDermott was appointed to the Board as a Director on 21 June 2016. Further information on the Directors is set out below.

On Admission, the Company will be authorised to issue one class of shares (the Ordinary Shares). It is intended that the Ordinary Shares will be admitted by the FCA to a Standard Listing and to trading on the London Stock Exchange's Main Market for listed securities.

2. The Directors

The Directors believe the Board comprise a knowledgeable and experienced group of professionals with relevant experience for sourcing, evaluating, structuring and executing the business strategy of the Company in order to complete the Acquisition. The Board will have full responsibility for its activities. The Directors are of the opinion that their respective track records demonstrate their ability to source, structure and complete acquisitions, return value to Investors and introduce and complete operational improvements to companies. The Directors will bring their extensive experience, skills and expertise to bear, initially in sourcing, evaluating, structuring and executing the Acquisition.

The details of the Directors are listed below.

2.1 Cameron William Leslie Pearce (Non-Executive Chairman), aged 44

Cameron Pearce has extensive professional experience in both the Australian and United Kingdom finance industries. In recent times he has provided corporate, strategic, financial and advisory assistance to private and public companies in both Australia and the United Kingdom. Mr Pearce is a member of the Australian Institute of Chartered Accountants and has been in commerce over fifteen years holding senior financial and management positions in both publically listed and private enterprises in Australia, Europe, Asia, Africa and Central America.

Mr Pearce is currently a Non-Executive director of Stallion Resources Plc, a company which delisted from AIM on 11 November 2015. Stallion Resources Plc listed on AIM on 13 February 2012. On 9 May 2014, Stallion Resources Plc's shareholders approved a new AIM Investing Policy which was to invest in and/or acquire companies and/or projects within the natural resources and/or energy sector with potential for growth. Stallion Resources Plc did not implement its AIM Investing Policy or complete an AIM Reverse Takeover within the 12 months following approval of the new AIM Investing Policy.

Mr Pearce has considerable corporate and international expertise and over the past decade has focussed on mining and exploration activities.

2.2 Sam Delevan Quinn (Non-Executive Director), aged 39

Sam Quinn is a corporate lawyer with over a decade's worth of experience in the natural resources sector, in both legal counsel and executive management positions. Mr Quinn is currently the Director of Corporate Finance and Legal Counsel for the Dragon Group, a London-based natural resources venture capital firm, a Non-Executive Director of AIM quoted Red Rock Resources Plc and Glenwick Plc, and the company secretary of AIM quoted Stratmin Global Resources Plc. Mr Quinn has gained significant experience in the administration, operation, financing and promotion of natural resource companies.

Prior to working in the natural resources sector, Mr Quinn worked as a corporate lawyer for Jackson McDonald Barristers & Solicitors in Perth, Western Australia and for Nabarro LLP in London.

2.3 Edward ("Ed") Peter McDermott (Non-Executive Director), aged 34

Ed McDermott started his city career with credit derivative broking firm Creditex International Ltd. Ed's subsequent roles have been in corporate broking which has seen him involved with a number of small to medium sized companies. With over 10 years' experience in the management, financing and development of small companies he has broad experience in a number of sectors including natural resources, financial services, retail and leisure. He is currently a Non-Executive Director of AIM listed Fishing Republic Plc. Ed is part of the corporate Broking/finance team at Optiva, an investment advisory firm with over 20 years in business. He has previously served as a Director of AIM listed Stellar Resources Plc and Noricum Gold Ltd.

2.4 Directors' Commitment

Cameron Pearce (a Director) has subscribed for, in aggregate, 6,000,000 Ordinary Shares at 0.5p per Ordinary Share. Sam Quinn (a Director) has subscribed for, in aggregate, 3,000,000 Ordinary Shares at 0.5p per Ordinary Share. Further details of each Directors relevant interest in the Company is contained in paragraph 7 of "Part VII – Additional Information".

3. Independence of the Board

Ed McDermott is currently the only "independent" member of the Board (using the definition set out in the UK Corporate Governance Code). It is intended that additional Directors will be appointed in future and that independence will be one of the factors taken into account at that time. As at the date of this Document no prospective Directors have been identified and no arrangements exist (formal or informal) for the appointment of any other Director.

4. Directors' fees

Cameron Pearce, Sam Quinn and Ed McDermott are each entitled to receive an annual fee of £24,000.

All the Directors are entitled to be reimbursed by the Company for travel, hotel and other expenses incurred by them in the course of their directors' duties relating to the Company. All the Directors are required to serve on the audit/remuneration committee, and, where possible, attend all committee meetings, general meetings, board meetings, and provide guidance and direction in the planning, developing and enhancing the future strategic direction of the Company.

Further details of the Letters of Appointment are set out in paragraph 8 of "Part VII – Additional Information".

Any fees payable to the Directors after an Acquisition will be determined as part of the negotiations for the Acquisition, and will be dependent on whether the Directors remain on the board of the Company in any event.

5. Strategic decisions

5.1 Members and responsibility

The Directors are responsible for carrying out the Company's objectives, implementing its business strategy to complete an Acquisition and conducting its overall supervision. Acquisition, divestment and other strategic decisions will all be considered and determined by the Board.

The Board will provide leadership within a framework of prudent and effective controls. The Board will establish the corporate governance framework of the Company and will have overall responsibility for setting the Company's strategic aims, defining the business plan and strategy and managing the financial and operational resources of the Company.

Unless required by applicable law or other regulatory process, no Shareholder approval will be sought by the Company in relation to the making of the Acquisition. The Acquisition will be subject to Board approval.

5.2 Frequency of meetings

The Board will schedule quarterly meetings and will hold additional meetings as and when required. The expectation is that this will result in more than four meetings of the Board each year.

5.3 Corporate governance

As at the date of this Document, the Company complies with the corporate governance regime applicable to the Company pursuant to the laws of the Isle of Man.

In addition, the Company intends to voluntarily observe the requirements of the UK Corporate Governance Code, save as set out below. As at the date of this Document the Company is, and at the date of Admission will be, in compliance with the UK Corporate Governance Code with the exception of the following:

• Given the composition of the Board, certain provisions of the UK Corporate Governance Code (in particular the provisions relating to the division of responsibilities between the Chairman and chief executive and executive compensation), are considered by the Board to be inapplicable to the Company. In addition, the Company does not comply with the requirements of the UK Corporate Governance Code in relation to the requirement to have a senior independent director and the Board's committees will not, at the outset, have three independent non-executive directors.
• The UK Corporate Governance Code also recommends the submission of all directors for reelection at annual intervals. No Director will be required to submit for re-election until the first annual general meeting of the Company following the Acquisition.

Until the Acquisition is made, the Company will not have nomination, remuneration, audit or risk committees. The Board as a whole will instead review its size, structure and composition, the scale and structure of the Directors' fees (taking into account the interests of Shareholders and the performance of the Company), take responsibility for the appointment of auditors and payment of their audit fee, monitor and review the integrity of the Company's financial statements and take responsibility for any formal announcements on the Company's financial performance. Following the Acquisition, the Board intends to put in place nomination, remuneration, audit and risk committees.

As at the date of this Document, the Board has a share dealing code that complies with the requirements of the Market Abuse Regulations. All persons discharging management responsibilities (comprising only the Directors at the date of this Document) shall comply with the share dealing code from the date of Admission.

Following the Acquisition and subject to eligibility, the Directors may, in future, seek to transfer the Company from a Standard Listing to either a Premium Listing or other appropriate listing venue, based on the track record of the company or business it acquires, subject to fulfilling the relevant eligibility criteria at the time. However, in addition to or in lieu of a Premium Listing, the Company may determine to seek a listing on another stock exchange. Following such a Premium Listing, the Company would comply with the continuing obligations contained within the Listing Rules and the Disclosure and Transparency Rules in the same manner as any other company with a Premium Listing.

The Company is applying for a Standard Listing of the Ordinary Shares on the Official List and a Standard Listing offers less protection to Investors than would otherwise be the case with a Premium Listing on the Official List. Further details on the consequences of a Standard Listing are set out in the section entitled "Consequences of a Standard Listing" on page 30 of this Document.

6. Acquisition structure

The Acquisition may be made by the Company or a wholly-owned subsidiary of the Company, established as a special purpose vehicle to make the Acquisition. The details of the structure of the Acquisition will be determined once a target for the Acquisition has been identified.

7. Other Agreements

The Company has also entered into a number of other agreements for the provision of registrar and other services more fully described in "Part VII – Additional Information".

PART III

THE PLACING

1. Description of the Placing

Under the Placing, 30,433,242 New Ordinary Shares are being made available to Investors at the Placing Price of 3p (£0.03) per New Ordinary Share, which is expected to raise gross proceeds of £912,997.26, subject to commissions and other estimated fees and expenses of approximately £237,450.

The Placing Agent has received Placing Letters from Investors to subscribe for (and will be allotted) 11,666,567 Ordinary Shares in aggregate at the Placing Price. The irrevocable commitments of the proposed Investors under the Placing Letters is subject only to Admission by 15 February 2017 (or such later date as the Placing Agent may notify Investors), but in any event not later than 31 March 2017, and may not be withdrawn other than on a failure of the Company to achieve Admission by the prescribed long-stop date.

The Net Proceeds to the Company amount to approximately £895,549.26, after deduction of fees and expenses payable by the Company which are related to the Placing, the Pre-IPO Subscriptions and Admission. The Placing is conditional on, inter alia, Admission. If Admission does not proceed, the Placing will not proceed and any monies will be refunded to the applicants.

If Admission does not proceed, the Placing will not proceed and any monies received by the Placing Agent will be refunded to the relevant applicants.

The Placing is being made by means of an offering of the New Ordinary Shares primarily to certain institutional and other investors in the United Kingdom and elsewhere in the EEA. In accordance with Listing Rule 14.2.2R, at Admission, at least 25 per cent. of the Ordinary Shares of this listed class will be in public hands (as defined in the Listing Rules).

The Company, in consultation with Optiva, expressly reserves the right to determine, at any time prior to Admission, not to proceed with the Placing.

The Company intends to apply the Net Proceeds in accordance with paragraph 6 of this "Part III – Placing" and in pursuit of the objective set out in paragraph 3 of "Part I – The Company's Strategy".

On incorporation, one subscriber Ordinary Share was issued to each of Cameron Pearce and Sam Quinn (the Founders of the Company) at nil consideration. Since incorporation, Cameron Pearce has, in aggregate, subscribed for and has been allotted 6,000,000 Ordinary Shares at 0.5p per Ordinary Share. Such Ordinary Shares held by Cameron Pearce will constitute 12.5 per cent. of the Enlarged Shares in Issue. Additionally, Sam Quinn (a Director) has, in aggregate, subscribed for and has been allotted 3,000,000 Ordinary Shares at 0.5p per Ordinary Share. Such Ordinary Shares held by Sam Quinn will constitute 6.2 per cent. of the Enlarged Shares in Issue.

Certain restrictions that apply to the distribution of this Document and the New Ordinary Shares being issued under the Placing in certain jurisdictions are described in the section headed "Part VIII – Notices to Investors". Certain selling and transfer restrictions are also contained in "Part VIII – Notices to Investors".

Admission is expected to take place and unconditional dealings in the Ordinary Shares are expected to commence on the London Stock Exchange on 15 February 2017. No application has been or is currently intended to be made for the Ordinary Shares to be admitted to listing or dealt with on any other stock exchange. When admitted to trading, the Ordinary Shares will be registered with ISIN number IM00BDHDTX83 and SEDOL number BDHDTX8.

2. Terms and Conditions of the Placing

Each Investor who subscribes for the New Ordinary Shares under the Placing will be bound by these terms and conditions:

2.1 Agreement to acquire the New Ordinary Shares

Conditional on: (i) the Placing Agreement becoming unconditional and not being terminated in accordance with its terms; and (ii) Admission becoming effective by 8.00 a.m. on or prior to 15 February 2017 (or such later time and/or date as Optiva and the Company may agree, but no later than 8.00 a.m. on 31 March 2017), an Investor who has applied for New Ordinary Shares agrees to acquire those New Ordinary Shares (such number of New Ordinary Shares not to exceed the number applied for by such Investor) at the Placing Price. To the fullest extent permitted by law, each Investor acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights an Investor may have. Each such Investor is deemed to acknowledge receipt and understanding of this Document and in particular the risk and investment warnings contained in this Document.

2.2 Payment for the New Ordinary Shares

Each Investor must pay the Placing Price for the New Ordinary Shares issued to the Investor in the manner directed by the Company.

If any Investor fails to pay as so directed by Optiva pursuant to the Placing Letter, the relevant Investor's subscription will be cancelled.

If Admission does not occur, subscription monies will be returned without interest at the risk of the applicant.

2.3 Representations, warranties and acknowledgements

Each Investor and, in the case of paragraph 2.3(l) below, any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor will be deemed to represent and warrant to the Company that, inter alia:

• (a) it is subscribing for the New Ordinary Shares on its own account, it does not have any contract, understanding or arrangement with any person to sell, pledge, transfer, or grant a participation therein to such person or any third person with respect to any New Ordinary Shares (save in certain circumstances where it is a private client stockbroker or fund manager);
• (b) it is relying solely on the Placing Letter and the placing proof of this Document and not on any other information or representation concerning the Company or the Placing. The Investor agrees that none of the Company or the Registrar nor any of their respective officers or directors will have any liability for any other information or representation. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
• (c) the content of this Document is exclusively the responsibility of the Company and the Directors and neither the Registrar nor any person acting on their behalf nor any of their respective affiliates is responsible for or shall have any liability for any information, representation or statement contained in this Document or any information published by or on behalf of the Company, and none of the Registrar nor any person acting on its behalf nor any of their respective affiliates will be liable for any decision by an Investor to participate in the Placing based on any information, representation or statement contained in this Document or otherwise;
• (d) it has not relied on any information given or representations, warranties or statements made by the Company, the Directors, the Founder, the Placing Agent, the Registrar or any other person in connection with the Placing other than information contained in the placing proof of this Document and/or any supplementary prospectus or regulatory announcement issued by or on behalf of the Company on or after the date hereof and prior to Admission. The Investor irrevocably and unconditionally waives any rights it may have in respect of any other information or representation;
• (e) any exercise by the Placing Agent or the Company of any right to terminate the Placing Agreement or extend the time or waive the requirement of the satisfaction of all or any conditions of the Placing Agreement (or any other right it has under the Placing Agreement) shall be within the Placing Agent's absolute discretion, and the Placing Agent shall have no liability to it whatsoever in relation to any decision to exercise or not to exercise such right(s);
• (f) if the Investor is in the United Kingdom, it is: (i) a person having professional experience in matters relating to investments who falls within the definition of "investment professionals" in Article 19(5)

of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotions Order"); or (ii) a high net worth body corporate, unincorporated association or partnership or trustee of a high value trust as described in Article 49(2) of the Financial Promotions Order, or is otherwise a person to whom an invitation or inducement to engage in investment activity may be communicated without contravening section 21 of FSMA;

• (g) it is not a person who falls within the special charge to stamp duty reserve tax nor does it attract any stamp duty (including, without limitation, under sections 67, 70, 93 or 96 of the Finance Act 1986), and it is liable for all and any stamp duty payable arising in respect of the delivery and settlement of its New Ordinary Shares;
• (h) 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 Money Laundering Regulations 2003, the Money Laundering Regulations 2007 (if applicable), the money laundering provisions of the Criminal Justice Act 1993 and the Anti Terrorism Crime and Security Act 2001, or applicable legislation in any other jurisdiction (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 required by the Regulations;
• (i) it is not a national, citizen or resident of the US, Australia, Canada, Japan or the Republic of Ireland, the Republic of South Africa or any other jurisdiction in which the Placing is or would be unlawful and: (i) it is entitled to receive the Placing Letter and to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it; (ii) it has fully observed such laws and obtained all governmental and other consents which may be required under such laws and complied with all necessary formalities; (iii) it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction; and (iv) it has not taken any action or omitted to take any action which will or may result in any of the Company, the Founder, the Placing Agent, the Registrar or any of their respective directors, officers, agents, employees or advisers acting in breach of the legal and regulatory requirements of any jurisdiction in connection with the Placing or, if applicable, its acceptance of or participation in the Placing;
• (j) it is not a person of the kind described in articles 5.1 or 5.2 of Council Regulation (EU) No 833/2014 of 31 July 2014 concerning restrictive measures in view of Russia's actions destabilising the situation in Ukraine (as amended by Council Regulation (EU) No 960/2014 of 8 September 2014, published in the Official Journal of the EU on 12 September 2014);
• (k) it agrees to become a member of the Company and to be bound by the terms of the Articles in force at Admission;
• (l) if a company, it is a valid and subsisting company and has all the necessary corporate capacity and authority to execute its obligations in connection with its subscription pursuant to the terms of the Placing Letter;
• (m) it will not undertake any transaction relating to the New Ordinary Shares which would constitute a 'Notifiable Transaction under the Market Abuse Regulations, unless and until Admission becomes effective;
• (n) it will, if applicable, notify the Company of its interest in the Ordinary Shares in accordance with Articles and Chapter 5 of the Disclosure and Transparency Rules;
• (o) it has not offered or sold, and will not offer or sell, any New Ordinary Shares to persons in the United Kingdom in circumstances which would result in the New Ordinary Shares being offered to the public in the United Kingdom within the meaning of section 85(1) of FSMA; and
• (p) no person connected with it has been offered a bribe or other inappropriate payment or incentive in relation to the Placing or Admission.

The Company will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings.

2.4 Acknowledgement

Each Investor and, in the case of paragraph 2.3(l) above, any person subscribing for or applying to subscribe for New Ordinary Shares, or agreeing to subscribe for New Ordinary Shares on behalf of an Investor will be deemed to acknowledge to the Company that the Investor has been warned that an investment in the Ordinary Shares is only suitable for acquisition by a person who:

• (a) has a significantly substantial asset base such that would enable the person to sustain any loss that might be incurred as a result of acquiring the Ordinary Shares; and
• (b) is sufficiently financially sophisticated to be reasonably expected to know the risks involved in acquiring the Ordinary Shares.

The Company will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings.

2.5 Supply and disclosure of information

If any of the Registrar or the Company or any of their agents request any information about an Investor's agreement to purchase New Ordinary Shares under the Placing, such Investor must promptly disclose it to them.

2.6 Miscellaneous

The rights and remedies of each of the Registrar and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

On application, if an Investor is a discretionary fund manager, that Investor may be asked to disclose in writing or orally the jurisdictions in which its funds are managed or owned.

All documents will be sent at the Investor's risk. They may be sent by post to such Investor at an address notified to the Company.

Each Investor agrees to be bound by the Articles (as amended from time to time) once the New Ordinary Shares, which the Investor has agreed to acquire pursuant to the Placing, have been issued to the Investor.

The contract to purchase New Ordinary Shares under the Placing, the appointments and authorities mentioned herein and the representations, warranties and undertakings set out herein will be governed by, and construed in accordance with, English law. For the exclusive benefit of the Company and the Registrar, each Investor irrevocably submits to the exclusive jurisdiction of the English courts in respect of these matters. This does not prevent an action being taken against an Investor in any other jurisdiction.

In the case of a joint agreement to purchase New Ordinary Shares under the Placing, references to an "Investor" in these terms and conditions are to each of the Investors who are a party to that joint agreement and their liability is joint and several.

The Company expressly reserves the right to modify the Placing (including, without limitation, its timetable and settlement) at any time before closing.

3. Allocation

Allocations under the Placing have been determined by the Company and the Placing Agent after indications of interest from prospective Investors have been received. A number of factors have been considered in deciding the basis of allocation under the Placing, including the level and nature of the demand for the New Ordinary Shares and the objective of establishing an Investor profile consistent with the long-term objective of the Company. The Company and the Placing Agent have notified Investors of their allocations.

All New Ordinary Shares issued pursuant to the Placing will be issued, payable in full, at the Placing Price.

The Ordinary Shares issued pursuant to the Placing will be issued in registered form, and are capable of being held in certificated and uncertificated form. The currency of the securities issue is Pounds Sterling. It is expected that the Ordinary Shares will be issued pursuant to the Placing on 15 February 2017.

4. Dealing arrangements

Application has been made to the UK Listing Authority for all the Ordinary Shares to be listed on the Official List and application has been made to the London Stock Exchange for the Ordinary Shares to be admitted to trading on the London Stock Exchange's Main Market for listed securities.

It is expected that Admission will take place and unconditional dealings in the Ordinary Shares will commence on the London Stock Exchange at 8.00 a.m. on 15 February 2017. This date and time may change.

It is intended that settlement of Ordinary Shares allocated to Investors will take place by means of crediting relevant CREST stock accounts on Admission. Dealings in advance of crediting of the relevant CREST stock account shall be at the risk of the person concerned. When admitted to trading, the Ordinary Shares will be registered with ISIN number IM00BDHDTX83 and SEDOL number BDHDTX8.

5. CREST

CREST is the system for paperless settlement of trades in listed securities operated by Euroclear. CREST allows securities to be transferred from one person's CREST account to another's without the need to use share certificates or written instruments of transfer.

The Articles permit the holding of Ordinary Shares in uncertificated form under the CREST System.

Application has been made for the Ordinary Shares to be admitted to CREST with effect from Admission. Accordingly, settlement of transactions in the Ordinary Shares following Admission may take place within the CREST System if any Shareholder (as applicable) so wishes. CREST is a voluntary system and holders of Ordinary Shares who wish to receive and retain share certificates will be able to do so. An Investor applying for Ordinary Shares in the Placing may elect to receive Ordinary Shares in uncertificated form if the Investor is a system member (as defined in the CREST Regulations) in relation to CREST.

6. Use of Proceeds

The gross proceeds of the Placing will be used to pay the expenses of the Placing and Admission and further the Company's objectives of completing the Acquisition.

The Company's primary intention is to use the Net Proceeds to enable it to evaluate potential acquisition targets and to pay professional fees (i.e. due diligence, legal fees, accountancy fees) in relation to the Acquisition, which may include additional complementary acquisitions following the Acquisition. The Company intends to keep professional adviser fees low and conduct its own commercial due diligence before incurring professional adviser fees on any potential Acquisition. Mr Pearce is a member of the Australian Institute of Chartered Accountants, Mr Quinn is a non-practicing corporate lawyer, and Mr McDermott is part of the corporate broking/finance team at Optiva. The Directors will look to utilise their skill sets to keep costs down before incurring such fees and costs. The annual fee for Optiva is £20,000 plus VAT, and the estimated Net Proceeds, after deducting fees and expenses in connection with the Placing, the Pre-IPO Subscriptions and Admission are approximately £895,549.26. Following the Acquisition, the Company intends to seek re-admission of the Company's securities to listing on the Official List and trading on the London Stock Exchange or admission to another stock exchange.

Operating costs will be maintained at the minimum level consistent with the Company's status as a publicly quoted company. The Company does not intend to acquire premises of its own or engage any employees other than the Directors, before making the Acquisition. The Directors will seek to conserve the Company's resources.

The Directors believe that the benefits of the Standard Listing are as follows:

• the Company will have, following the Placing, sufficient funds to implement its business strategy to complete an Acquisition;
• provide working capital for the Company's initial operations in line with its business strategy as set out in this Document; and
• raise the profile of the Company.

PART IV

SHARE CAPITAL, LIQUIDITY AND CAPITAL RESOURCES AND ACCOUNTING POLICIES

1. Share capital

The Company was incorporated on 1 March 2016 under the IOM Companies Act.

Details of the current issued Ordinary Shares of the Company are set out in paragraph 3 of "Part VII – Additional Information". The currency of the securities issue is Pounds Sterling. As at Admission, there will be 48,183,344 issued Ordinary Shares of no par value.

All of the issued Ordinary Shares will be in registered form, and capable of being held in certificated or uncertificated form. The Registrar will be responsible for maintaining the share register. Temporary documents of title will not be issued. The ISIN number of the Ordinary Shares is IM00BDHDTX83. The SEDOL number of the Ordinary Shares is BDHDTX8.

2. Financial position

The Company has not yet commenced operations.

The financial information in respect of the Company upon which Crowe Clark Whitehill LLP has provided the accountant's report in Section A of "Part V – Financial Information on the Company" as at 31 December 2016 is set out in Section B of "Part V – Financial Information on the Company".

If the Placing and Admission had taken place on 31 December 2016 (being the date as at which the financial information contained in "Part V – Financial Information on the Company" is presented):

• the net assets of the Company should have been increased by £912,997.26 from the Placing arising from the issue of 30,433,242 Ordinary Shares on the date of Admission;
• the Company's share capital would have decreased as a result of fees and expenses incurred in connection with the Placing and Admission; and
• the liabilities of the Company would have increased due to, inter alia, the Registrar Agreement becoming effective, thereby obliging the Company to pay the fees under such agreements as and when they fall due and the Directors' Letters of Appointment becoming effective, thereby committing the Company to pay fees under such Letters of Appointment as and when they fall due.

3. Liquidity and capital resources

3.1 Sources of cash and liquidity

The Company's initial source of cash will be proceeds from Ordinary Shares issued to date and the Net Proceeds of the Placing and Pre-IPO Subscriptions. It will use such cash to fund: (i) the expenses of the Placing, the Pre-IPO Subscriptions and Admission; (ii) on-going costs and expenses (primarily the UKLA eligibility and vetting fees totalling £17,000, London Stock Exchange listing fee of £8,200, Registrar's base fees of an initial handling fee of £2,000 and an annual register maintenance fee on open accounts of £1.25 per shareholder per annum (with a minimum charge of £400 per quarter), plus VAT, auditor's fees of £15,000 plus VAT per year and London Stock Exchange fees of £784 for the year to 31 March 2017); and (iii) the costs and expenses to be incurred in connection with seeking to identify and effect the Acquisition. The costs and expenses of any Acquisition will likely comprise legal, financial and tax due diligence in relation to the target company, however, the Company would only reach this stage after the Directors have carried out an initial commercial review of the target and the Company has entered into a non-disclosure agreement and/or heads of terms. The Company intends to use share consideration (in whole or part) in relation to the Acquisition. The Company may raise additional capital from time to time. Such capital may be raised through share issues (such as rights issues, open offers or private placings) or borrowings.

The Company may also make the Acquisition or fund part of the Acquisition through share-for-share exchanges. Any such exchanges will be subject to the restrictions on the issue of Ordinary Shares set out in paragraph 4.2 of "Part VII – Additional Information".

Although the Company envisages that any capital raised will be from new equity, the Company may also choose to finance all or a portion of the Acquisition with debt financing. Any debt financing used by the Company is expected to take the form of bank financing, although no financing arrangements will be in place at Admission. The Company envisages that debt financing may be necessary if, for example, a target company has been identified but would require a certain amount of cash consideration in addition to, or instead of, share consideration.

Any associated debt financing (if any) for the Acquisition will be assessed with reference to the projected cash flow of the target company or business and may be incurred at the Company level or by any subsidiary of the Company. Any costs associated with the debt financing will be paid with the proceeds of such financing.

If debt financing is utilised, there will be additional servicing costs. Furthermore, while the terms of any such financing cannot be predicted, such terms may subject the Company to financial and operating covenants or other restrictions, including restrictions that might limit the Company's ability to make distributions to Shareholders.

As substantially all of the cash raised (including cash from any subsequent share offers) is expected to be used for working capital, following the Acquisition, the Company's future liquidity will depend in the medium to longer term primarily on: (i) the profitability of the company or business it acquires; (ii) the Company's management of available cash; (iii) cash distributions on sale of existing assets; (iv) the use of borrowings, if any, to fund short-term liquidity needs; and (v) dividends or distributions from subsidiary companies.

3.2 Cash uses

The Company's principal use of cash (including the Net Proceeds) will be to fund the Acquisition and, potentially (depending on the cost to the Company of the Acquisition) to finance the target after the completion of the Acquisition. The Company's current intention is to retain earnings for use in its business operations and it does not anticipate declaring any dividends in the foreseeable future. In addition to using cash to make the Acquisition, the Company will incur day-to-day expenses that will need to be funded. Initially, the Company expects these expenses will be funded through the Net Proceeds (and income earned on such funds). Such expenses include:

• all costs relating to the Placing, including fees and expenses incurred in connection with the Placing such as those incurred in the establishment of the Company, Placing and Admission fees, fees and expenses payable to the Placing Agent, legal, accounting, registration, printing, advertising and distribution costs and any other applicable expenses;
• transaction costs and expenses the Company will bear all due diligence costs, legal, underwriting, investment banking, broking, merger and acquisition, tax advice, public relations and printing costs and, where an acquisition is not consummated, all such costs and expenses incurred, including any abort fees due;
• all costs relating to raising capital or in connection with debt financings in connection with, or in anticipation of, the Acquisition, including fees and expenses incurred by the Company for its financial, tax, accounting, technical and other advisers, as the case may be;
• Directors' fees; and
• operational and administrative costs and expenses which will include (but will not be limited to): (i) the fees and expenses of the Registrar; and (ii) regulatory, custody, audit and licence fees, trademark fees, insurance and other similar costs.

The Board intends to be prudent so as to preserve Company funds as far as possible and will keep costs within the Company's cash reserves at all times, for example, the Board is unlikely to commence detailed due diligence without first having agreed capped fees with its advisers in order that total transaction fees are ascertainable.

It is intended that the company or business acquired pursuant to the Acquisition, which is expected to be an operating company or business, will pay all of its own expenses associated with operating such company or business as well as any funding costs associated with any debt raised in conjunction with the Acquisition.

3.3 Deposit of Net Proceeds Pending Acquisition

Prior to the completion of the Acquisition, the Net Proceeds will be held in the bank account of the Company held with Barclays Bank Plc. The Net Proceeds will not be placed in any trust or escrow account. The Company will principally seek to preserve capital and therefore the yield on such deposits or instruments is likely to be low.

3.4 Indebtedness

As at the date of this Document, the Company has no guaranteed, secured, unguaranteed or unsecured debt and no indirect or contingent indebtedness.

(a) Interest rate risks

The Company may incur indebtedness to finance and leverage the Acquisition and to fund its liquidity needs. Such indebtedness may expose the Company to risks associated with movements in prevailing interest rates. Changes in the level of interest rates can affect, among other things: (i) the cost and availability of debt financing and hence the Company's ability to achieve attractive rates of return on its assets; (ii) the Company's ability to make an Acquisition when competing with other potential buyers who may be able to bid for an asset at a higher price due to a lower overall cost of capital; (iii) the debt financing capability of the companies and businesses in which the Company is invested; and (iv) the rate of return on the Company's uninvested cash balances. This exposure may be reduced by introducing a combination of a fixed and floating interest rates or through the use of hedging transactions (such as derivative transactions, including swaps or caps). Interest rate hedging transactions will only be undertaken for the purpose of efficient portfolio management, and will not be carried out for speculative purposes. See sub-paragraph 3.4(b) "Hedging arrangements and risk management" below.

(b) Hedging arrangements and risk management

The Company may use forward contracts, options, swaps, caps, collars and floors or other strategies or forms of derivative instruments to limit its exposure to changes in the relative values of investments that may result from market developments, including changes in prevailing interest rates and currency exchange rates, as previously described. It is expected that the extent of risk management activities by the Company will vary based on the level of exposure and consideration of risk across the business.

The success of any hedging or other derivative transaction generally will depend on the Company's ability to correctly predict market changes. As a result, while the Company may enter into such a transaction to reduce exposure to market risks, unanticipated market changes may result in poorer overall investment performance than if the transaction had not been executed. In addition, the degree of correlation between price movements of the instruments used in connection with hedging activities and price movements in a position being hedged may vary. Moreover, for a variety of reasons, the Company may not seek, or be successful in establishing, an exact correlation between the instruments used in a hedging or other derivative transactions and the position being hedged and could create new risks of loss. In addition, it may not be possible to fully or perfectly limit the Company's exposure against all changes in the values of its assets, because the values of its assets are likely to fluctuate as a result of a number of factors, some of which will be beyond the Company's control.

3.5 Capitalisation and indebtedness illustration

The table below setting out the Company's capitalisation and indebtedness position has been included for illustrative purposes only.

CAPITALISATION

The following table shows the Company's indebtedness and capitalisation as at 31 December 2016.

Total Current Debt	31 December 2016 (£'000)
Guaranteed	–
Secured	–
Unguaranteed/Unsecured	–
Total Non-Current Debt
Guaranteed	–
Secured	–
Unguaranteed/Unsecured	–
	31 December 2016
Shareholders' Equity	(£'000)

Share Capital	220
Shares to be issued	25
Reserves	(110)
Total	135

There have been no other changes to the Company's capitalisation as at 9 February 2017.

INDEBTEDNESS

The table below sets out the net indebtedness of the Company as at 31 December 2016.

		31 December 2016 (£'000)
A.	Cash	135
B.	Cash equivalent	–
C.	Trading securities	–
D.	Liquidity (A) + (B) + (C)	135
E.	Current financial receivable	–
F.	Current bank debt	–
G.	Current portion of non-current debt	–
H.	Other current financial debt	–
I.	Current Financial Debt (F) + (G) + (H)	–
J.	Net Current Financial Indebtedness (I) - (E) - (D)	(135)
K.	Non-current Bank loans	–
L.	Bonds issued	–
M.	Other non-current loans	–
N.	Non-current Financial Indebtedness (K) + (L) + (M)	–
O.	Net Financial Indebtedness (J) + (N)	(135)

There have been no other changes to the Company's indebtedness as at 9 February 2017.

3.6 Accounting policies and financial reporting

The Company's financial year end will be 31 March, and the first set of audited annual financial statements will be for the period from 1 March 2016 to 31 March 2017. The Company will produce and publish half-yearly financial statements as required by the Disclosure and Transparency Rules. The Company will present its financial statements in accordance with IFRS.

PART V

FINANCIAL INFORMATION ON THE COMPANY

(A) ACCOUNTANT'S REPORT ON THE HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

10 February 2017

The Directors Emmerson Plc IOMA House Hope Street Douglas IM1 1AP Isle of Man

Dear Sirs,

Introduction

We report on the audited financial information set out in Section B of "Part V – Financial Information on the Company" of the prospectus (the "Document") dated 10 February 2017 of Emmerson Plc (the "Company"). This financial information has been prepared for inclusion in the Document on the basis of the accounting policies set out in note 2 of the financial information. This report is required by Annex 1 item 20.1 of Commission Regulation (EC) No. 809/2004 (the "Prospectus Directive Regulation") and is given for the purpose of complying with that requirement and for no other purpose.

Responsibilities

The directors of the Company (the "Directors") are responsible for preparing the financial information in accordance with International Financial Reporting Standards as adopted by the EU ("IFRS").

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Basis of Opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of significant estimates and judgements made by those responsible for the preparation of the financial information underlying the financial statements and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion

In our opinion, the financial information gives, for the purposes of the Document, a true and fair view of the state of affairs of the Company as at the periods stated and of its profits/losses, cash flows and changes in equity for the periods stated in accordance with IFRS.

Declaration

For the purposes of Prospectus Rule 5.5.3R (2)(f) we are responsible for this report as part of the Prospectus and declare that we have taken all reasonable care to ensure that the information contained in this report is, to the best of our knowledge, in accordance with the facts and contains no omission likely to affect its import. This declaration is included in the Document in compliance with Annex I item 1.2 of the Prospectus Directive Regulation.

Yours faithfully,

Crowe Clark Whitehill LLP Chartered Accountants

(B) HISTORICAL FINANCIAL INFORMATION OF THE COMPANY

STATEMENT OF FINANCIAL POSITION

The audited statement of financial position of the Company as at 31 December 2016 is stated below:

	Audited
	as at
	31 December
	2016
	£'000
Assets
Current assets
Cash and cash equivalents	135 ––––––––––––
Total assets	135 ––––––––––––
Equity and liabilities	––––––––––––
Capital and reserves
Share capital	220
Shares to be issued	25
Retained losses	(110) ––––––––––––
Total equity attributable to equity holders	135
Total liabilities	– ––––––––––––
Total equity and liabilities	135 –––––––––––– ––––––––––––

STATEMENT OF COMPREHENSIVE INCOME

The audited statement of comprehensive income of the Company from the date of incorporation on 1 March 2016 to 31 December 2016 is stated below:

Audited
Period
ended
31 December
2016
£'000
–
(110)
(110)
(110)
–
(110)
––––––––––––
(0.01) ––––––––––––

STATEMENT OF CHANGES IN EQUITY

The audited statement of changes in equity of the Company for period from incorporation on 1 March 2016 to 31 December 2016 are set out below:

	Share Capital £'000	Shares to be issued £'000	Accumulated losses £'000	Total equity £'000
On incorporation on 1 March 2016*	–	–	–	–
Ordinary shares issued	220	–	–	220
Ordinary shares to be issued	–	25	–	25
Result for the period	–	–	(110)	(110)
As at 31 December 2016	––––––––––––	––––––––––––	––––––––––––	––––––––––––
	220	25	(110)	135
	––––––––––––––––––––––––	––––––––––––––––––––––––	––––––––––––––––––––––––	––––––––––––––––––––––––

The share capital comprises the Ordinary Shares of the Company.

*On incorporation, the issued share capital of the Company comprised 2 Ordinary Shares of no par value each.

STATEMENT OF CASH FLOWS

The audited cash flow statement of the Company from the date of incorporation on 1 March 2016 to 31 December 2016 is set out below:

	Audited
	Period
	ended
	31 December
	2016
	£'000
Cash flow from operating activities
Loss before taxation	(110)
Net cash used in operating activities	(110)
Financing activities
Proceeds from issue of share capital	245 ––––––––––––
Net cash from financing activities	245 ––––––––––––
Net increase in cash and cash equivalents	135 ––––––––––––
Cash and cash equivalents at beginning of period	– ––––––––––––
Cash and cash equivalents at end of period	135 ––––––––––––––––––––––––

NOTES TO THE FINANCIAL INFORMATION

1. General Information

The Company is a newly-established company incorporated under the laws of the Isle of Man under the Companies Law. The Company was incorporated 1 March 2016. The Company's registered number is 013301V and its registered office is at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP.

The Company's objective is to undertake an acquisition of a target company or business in the natural resources sector in South East Asia, Africa, and the Middle East.

This financial information has been prepared in accordance with IFRS. The standards have been applied consistently (except as otherwise stated).

2. Accounting Policies

Basis of preparation

The principal accounting policies adopted by the Company in the preparation of the financial information are set out below.

The financial information has been presented in Pounds Sterling, being the functional currency of the Company.

The financial information has been prepared in accordance with IFRS, including interpretations made by the International Financial Reporting Interpretations Committee (IFRIC) issued by the International Accounting Standards Board (IASB). The standards have been applied consistently.

Comparative figures

No comparative figures have been presented as the financial information covers the period from incorporation on 1 March 2016 to 31 December 2016.

Standards and interpretations issued but not yet applied

A number of new standards and amendments to standards and interpretations have been issued but are not yet effective and in some cases have not yet been adopted by the EU.

The directors do not expect that the adoption of these standards will have a material impact on the financial statements of the company in future periods, except that IFRS 9 will impact both the measurement and disclosures of financial instruments, IFRS 15 may have an impact on revenue recognition and related disclosures and IFRS 16 will have an impact on the recognition of operating leases. At this point it is not practicable for the directors to provide a reasonable estimate of the effect of these standards as their detailed review of these standards is still ongoing.

Financial assets

The Directors determine the classification of the Company's financial assets at initial recognition.

Cash and cash equivalents

The Directors consider any cash on short-term deposits and other short term investments to be cash equivalents.

Use of assumptions and estimates

In preparing the financial information, the Directors have to make judgments on how to apply the Company's accounting policies and make estimates about the future. The Directors do not consider there to be any critical judgments that have been made in arriving at the amounts recognised in the financial information.

3. Share capital

On incorporation on 1 March 2016, the Company issued 2 Ordinary Shares of no par value to the Founders at par for cash consideration of £nil.

On 6 April 2016, the Company issued 9,000,000 Ordinary Shares of no par value to the Founders at 0.5p each for cash consideration of £45,000.

During the period from 19 April 2016 to 15 August 2016, the Company issued 8,750,100 Ordinary Shares of no par value to certain unrelated investors at 2p each for cash consideration of £175,000.

During the period from 8 September 2016 to 31 December 2016, the Company received cash consideration of £25,000, 824,067 shares will be issued after the year end.

At 31 December 2016 the Company had in issue 17,750,102 ordinary shares of no par value.

4. Loss per Ordinary Share

The calculation for loss per Ordinary Share (basic and diluted) for the relevant period is based on the loss after income tax attributable to equity holder for the period from incorporation on 1 March 2016 to 31 December 2016 and is as follows:

Loss after taxation (£'000)	(110)
Weighted average number of Ordinary Shares	10,836,501
Loss per Ordinary Share (£)	–––––––––––– (0.01) –––––––––––– ––––––––––––

5. Loss before taxation

Loss before taxation is arrived at after charging:

	Audited
	Period
	ended
	31 December
	2016
	£'000
Administrative fees	16
Broker and other listing fees	47
Director remuneration	4
Legal and professional fees	43
	–––––––––––– ––––––––––––

Director remuneration relates to key management compensation.

6. Financial Instruments – risk management

The Company is exposed through its operations to credit risk and liquidity risk. In common with all other businesses, the Company is exposed to risks that arise from its use of financial instruments. This note describes the Company's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout this financial information.

Financial instruments

The carrying value of the financial instruments of the Company at 31 December 2016 comprises £135,000 of cash and cash equivalents.

General objectives, policies and processes

The Directors have overall responsibility for the determination of the Company's risk management objectives and policies. Further details regarding these policies are set out below:

Credit risk

The Company's credit risk arises from cash and cash equivalents with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating "A" are accepted.

Liquidity risk

Liquidity risk arises from the Directors' management of working capital. It is the risk that the Company will encounter difficulty in meeting its financial obligations as they fall due.

The Directors' policy is to ensure that the Company will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Directors seek to maintain a cash balance sufficient to meet expected requirements.

The Directors have prepared cash flow projections on a monthly basis through to 31 March 2018. At the end of the period under review, these projections indicated that the Company expected to have sufficient liquid resources to meet its obligations under all reasonably expected circumstances.

7. Capital risk management

The Directors' objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. At the date of this financial information, the Company had been financed by equity. In the future, the capital structure of the Company is expected to consist of borrowings and equity attributable to equity holders of the Company, comprising issued share capital and reserves

8. Subsequent events

There are no significant subsequent events to report.

9. Nature of financial Information

The financial information presented above does not constitute statutory accounts for the period under review.

PART VI

TAXATION

1. General

The comments below are of a general and non-exhaustive nature based on the Directors' understanding of the current revenue law and published practice in the Isle of Man and the UK, which is subject to change, possibly with retrospective effect. The following summary does not constitute legal or tax advice and applies only to persons subscribing for New Ordinary Shares in the Placing as an investment (rather than as securities to be realised in the course of a trade) who are the absolute and direct beneficial owners of their Ordinary Shares (and the shares are not held through an Individual Savings Account or a Self-Invested Personal Pension) and who have not acquired their Ordinary Shares by reason of their or another person's employment. These comments may not apply to certain classes of person, including dealers in securities, insurance companies and collective investment schemes.

An investment in the Company involves a number of complex tax considerations. Changes in tax legislation in any of the countries in which the Company has assets or in the Isle of Man (or in any other country in which a subsidiary of the Company through which an Acquisition is made, is located), or changes in tax treaties negotiated by those countries, could adversely affect the returns from the Company to Investors.

Prospective Investors should consult their own independent professional advisers on the potential tax consequences of subscribing for, purchasing, holding or selling Ordinary Shares under the laws of their country and/or state of citizenship, domicile or residence including the consequences of distributions by the Company, either on a liquidation or distribution or otherwise.

2. Isle of Man taxation

The statements set out below are intended only as a general guide to certain aspects of current Isle of Man tax law and practice as at the date of this document. The summary does not purport to be a complete analysis of all Isle of Man tax issues for the Company or the holders of Ordinary Shares. Prospective purchasers of Ordinary Shares are advised to consult their own tax advisers on the taxation consequences of the acquisition, ownership and disposal of Ordinary Shares.

The Directors intend to conduct the Company's affairs such that, based on current law and practice of the relevant tax authorities, the Company will not become resident for tax purposes in any territory other than Isle of Man. It is assumed that the Company does not become resident in a territory other than the Isle of Man.

2.1 General

Under current Isle of Man law, there are no capital gains, capital transfer, gift, wealth or inheritance taxes or any death or estate duties. No stamp duty is levied in the Isle of Man on the issue, conversion, redemption or transfer of Ordinary Shares.

2.2 Income tax – the Company

Under the Isle of Man Income Tax Law, the standard rate of income tax on the profits of companies regarded as resident in the Isle of Man or having a permanent establishment in the Isle of Man is 0 per cent. ("zero tax rating"). Certain exceptions from zero tax rating apply, namely:

• (a) company income received from banking business is subject to tax at 10 per cent.;
• (b) company income from retail activities and taxable income from this source of more than £500,000 is subject to tax at 10 per cent.;
• (c) companies may opt to pay tax at 10 per cent.;
• (d) any income derived from the ownership of land and buildings in the Isle of Man is subject to income tax at a rate of 20 per cent.

It is anticipated that the Company will be subject to a zero tax rating

2.3 Income tax – Shareholders

Shareholders who are not resident for income tax purposes in the Isle of Man are not subject to taxation in the Isle of Man in respect of any income or gains arising in respect of Ordinary Shares held by them.

Shareholders who are resident for income tax purposes in the Isle of Man will be subject to income tax in the Isle of Man at the lower and/or higher rate of 10 per cent. and 20 per cent. on any dividends paid on Ordinary Shares held by them.

In certain circumstances, Shareholders who are resident in the Isle of Man may be liable to income tax on any undistributed income of the Company due to them.

2.4 Withholding tax – the Company

No withholding in respect of Isle of Man taxation will be required on payments in respect of the Ordinary Shares.

2.5 European Union Saving Tax Directive

The Isle of Man is not subject to the European Union, or EU, Council Directive (2003/48) on the Taxation of Savings Income, or the EU Savings Tax Directive. However, in keeping with the Isle of Man's constructive international engagement and in line with steps taken by other relevant third countries, the Isle of Man (the government of the Isle of Man) exchanges limited information with relevant EU Member States in respect of payments of interest, or other similar income, made to an individual beneficial owner resident in an EU Member State by a paying agent established in the Isle of Man (the terms "beneficial owner" and "paying agent" are defined in the EU Savings Tax Directive).

These disclosure arrangements are implemented in the Isle of Man by means of bilateral agreements with each of the EU Member States and Guidance Notes issued by the Isle of Man Government.

Based on these provisions and the current practice of the Isle of Man tax authorities, distributions to Shareholders in respect of Ordinary Shares in the Company and income realised by Shareholders upon the sale, or redemption of Ordinary Shares in the Company do not constitute interest payments for the purpose of the information exchange definitions and therefore neither the Company nor any paying agent appointed by it in the Isle of Man will be obliged to disclose information to any tax authority under these provisions in respect of such payments.

This summary of Isle of Man taxation issues can only provide a general overview of these areas and it is not a description of all the tax considerations that may be relevant to a decision to invest in the Company. The summary of certain Isle of Man tax issues is based on the laws and regulations in force as of the date of this Document and may be subject to any changes in Isle of Man laws occurring after such date. Legal advice should be taken with regard to individual circumstances. Any person who is in any doubt as to his tax position or where he is resident, or otherwise subject to taxation, in a jurisdiction other than the Isle of Man, should consult his professional adviser.

3. United Kingdom taxation

The following information is based on UK tax law, proposals announced in the 16 March 2016 Budget and HM Revenue and Customs ("HMRC") practice currently in force in the UK. Such law and practice (including, without limitation, rates of tax) is in principle subject to change at any time. Please note that announcements in the 16 March 2016 Budget are only proposals and have not yet been enacted in UK tax legislation. The information that follows is for guidance purposes only. Any person who is in any doubt about his or her position should contact their professional advisor immediately.

3.1 Tax treatment of UK investors

The following information, which relates only to UK taxation, is applicable to persons who are resident in the UK and who beneficially own Ordinary Shares as investments and not as securities to be realised in the course of a trade. It is based on the law and practice currently in force in the UK. The information is not exhaustive and does not apply to potential investors:

• (a) who intend to acquire, or may acquire (either on their own or together with persons with whom they are connected or associated for tax purposes), more than 10 per cent., of any of the classes of shares in the Company; or
• (b) who intend to acquire Ordinary Shares as part of tax avoidance arrangements; or
• (c) who are in any doubt as to their taxation position.

Such Shareholders should consult their professional advisers without delay. Shareholders should note that tax law and interpretation can change and that, in particular, the levels, basis of and reliefs from taxation may change. Such changes may alter the benefits of investment in the Company.

Shareholders who are neither resident nor temporarily non-resident in the UK and who do not carry on a trade, profession or vocation through a branch, agency or permanent establishment in the UK with which the Ordinary Shares are connected, will not normally be liable to UK taxation on dividends paid by the Company or on capital gains arising on the sale or other disposal of Ordinary Shares. Such Shareholders should consult their own tax advisers concerning their tax liabilities.

3.2 Dividends

Where the Company pays dividends, Shareholders who are resident in the UK for tax purposes will, depending on their circumstances, be liable to UK income tax or corporation tax on those dividends.

UK resident individual Shareholders who are domiciled in the UK, and who hold their Shares as investments, will be subject to UK income tax on the amount of dividends received from the Company.

Dividend income received by UK tax resident individuals will have a £5,000 dividend tax allowance. Dividend receipts in excess of £5,000 will be taxed at 7.5 per cent. for basic rate taxpayers, 32.5 per cent. for higher rate taxpayers, and 38.1 per cent. for additional rate taxpayers.

Shareholders who are subject to UK corporation tax should generally, and subject to certain antiavoidance provisions, be able to claim exemption from UK corporation tax in respect of any dividend received but will not be entitled to claim relief in respect of any underlying tax or withholding tax imposed.

3.3 Disposals of Ordinary Shares

Any gain arising on the sale, redemption or other disposal of Ordinary Shares will be taxed at the time of such sale, redemption or disposal as a capital gain.

As announced in the 16 March 2016 Budget, it is proposed that for gains accruing after 6 April 2016, the rate of capital gains tax on disposal of Ordinary Shares by basic rate taxpayers will reduce from 18 per cent. to 10 per cent., and for upper rate and additional rate taxpayers the rate will fall from 28 per cent. to 20 per cent.

For Shareholders within the charge to UK corporation tax, indexation allowance may reduce any chargeable gain arising on disposal of Ordinary Shares but will not create or increase an allowable loss.

Subject to certain exemptions, the corporation tax rate applicable to its taxable profits is currently 20 per cent. from 1 April 2015, falling to 19 per cent. after 1 April 2017 and 18 per cent. after 1 April 2020. It is proposed in 16 March 2016 Budget that the rate of corporation tax after 1 April 2020 will fall to 17 per cent. instead of 18 per cent.

3.4 Further information for Shareholders subject to UK income tax and capital gains tax "Transactions in securities"

The attention of Shareholders (whether corporates or individuals) within the scope of UK taxation is drawn to the provisions set out in, respectively, Part 15 of the Corporation Tax Act 2010 and Chapter 1 of Part 13 of the Income Tax Act 2007, which (in each case) give powers to HMRC to raise tax assessments so as to cancel "tax advantages" derived from certain prescribed "transactions in securities".

3.5 Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The statements below are intended as a general guide to the current position. They do not apply to certain intermediaries who are not liable to stamp duty or SDRT or (except where stated otherwise) to persons connected with depositary arrangements or clearance services who may be liable at a higher rate:

3.6 Ordinary Shares held in certificated form

No UK stamp duty or stamp duty reserve tax will be payable on the issue of the Ordinary Shares. Most investors will purchase existing Ordinary Shares using the CREST paperless clearance system and these acquisitions will be subject to SDRT at 0.5 per cent. Where Ordinary Shares are acquired using paper (i.e. non-electronic settlement) Stamp Duty will become payable if the purchase consideration exceeds £1,000, but only if the document is in the UK.

This summary of Isle of Man and UK taxation issues can only provide a general overview of these areas and it is not a description of all the tax considerations that may be relevant to a decision to invest in the Company. The summary of certain Isle of Man and UK tax issues is based on the laws and regulations in force as of the date of this Document and may be subject to any changes in Isle of Man and UK law occurring after such date. Legal advice should be taken with regard to individual circumstances. Any person who is in any doubt as to his tax position or where he is resident, or otherwise subject to taxation, in a jurisdiction other than the Isle of Man or the UK, should consult his professional adviser.

PART VII

ADDITIONAL INFORMATION

1. Responsibility

The Directors, whose names appear on page 36, and the Company accept responsibility for the information contained in this Document. To the best of the knowledge of the Directors and the Company (who have each taken all reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and contains no omission likely to affect its import.

2. The Company

• 2.1 The Company was incorporated with limited liability and an indefinite life under the laws of the Isle of Man under the IOM Companies Act on 1 March 2016, with number 013301V, under the name Emmerson Plc.
• 2.2 With effect from Admission, the Company will be subject to the Listing Rules and the Disclosure and Transparency Rules (and the resulting jurisdiction of the UK Listing Authority), to the extent such rules apply to companies with a Standard Listing pursuant to Chapter 14 of the Listing Rules.
• 2.3 The principal legislation under which the Company operates, and pursuant to which the Ordinary Shares have been created, is the IOM Companies Act.
• 2.4 The Company's registered office is at IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP. The Company's telephone number is +44 (0)1624 681250.
• 2.5 On 21 July 2016, the Company adopted the Articles in substitution for and to the exclusion of the Company's then existing articles of association. The Company operates in conformity with its Articles and the laws of the Isle of Man.
• 2.6 As at 9 February 2017, the latest practicable date prior to publication of this Document, the Company did not have any subsidiaries nor did it own any shares in any company.

3. Share Capital

3.1 The issued Ordinary Shares of the Company at the date of this Document and following the Placing (assuming full subscription) is and will be as follows:

Issued and	Issued and fully
fully paid prior	paid following
to the Placing	the Placing
and Admission	and Admission
Number of	Number of
Ordinary Shares	Ordinary Shares
17,750,102	48,183,344

• 3.2 On incorporation of the Company, one fully paid subscriber Ordinary Share was issued to each of the Founders at nil consideration.
• 3.3 The following is a summary of the changes in the issued Ordinary Shares of the Company since its incorporation:
• (a) On 1 April 2016, the Company issued 9,000,000 Ordinary Shares in aggregate to the Founders at 0.5p each.

• (b) By resolution of the Board at a meeting held on 25 July 2016, the pre-emption rights in the Articles were disapplied in respect of the issue of up to 100 million Ordinary Shares (the "Authority"). During the period from 5 August 2016 to 8 September 2016, the Company issued 8,750,100 Ordinary Shares in aggregate to certain unrelated investors at 2p each.

• (c) Further to the Authority and pursuant to a resolution of the Board at a meeting held on 10 February 2017, the Company has (conditional on Admission) issued 30,433,242 Ordinary Shares in aggregate pursuant to the Placing to certain institutional and other investors at 3p each.

• 3.4 The Company has on 10 February 2017 granted certain warrants at the Placing Price, more details of which are contained in paragraphs 13.6, 13.9, and 13.10 below.
• 3.5 Save as disclosed in paragraph 3 of this Part VII:
• (a) no issued Ordinary Shares of the Company are under option or have been agreed conditionally or unconditionally to be put under option;
• (b) no Ordinary Share or loan capital of the Company has been issued or is now proposed to be issued, fully or partly paid, either for cash or for a consideration other than cash;
• (c) no commission, discount, brokerage or any other special term has been granted by the Company or is now proposed in connection with the issue or sale of any part of the Ordinary Share or loan capital of the Company;
• (d) no persons have preferential subscription rights in respect of any Ordinary Share or loan capital of the Company or any subsidiary; and
• (e) no amount or benefit has been paid or is to be paid or given to any promoter of the Company.
• 3.6 The Ordinary Shares will be listed on the Official List and will be traded on the Main Market of the London Stock Exchange. The Ordinary Shares are not listed or traded on, and no application has been or is being made for the admission of the Ordinary Shares to listing or trading on, any other stock exchange or securities market.
• 3.7 The Company intends to grant options to subscribe for new Ordinary Shares from time to time to incentivise directors, employees and consultants at the discretion of the Directors and subject to the approval of the remuneration committee or, if such committee has not been established at the time, the Board. Options granted to subscribe for new Ordinary Shares in this manner will not exceed 10 per cent. of the Company's issued Ordinary Shares from time to time without the prior approval of the Shareholders.
• 3.8 The Company also intends to adopt an incentive plan under which it may award new Ordinary Shares to directors, employees and consultants pursuant to a standard share incentive scheme approved by the remuneration committee or, if such committee has not been established at the time, the Board. It is intended that any individual awards under the scheme will be subject to vesting and performance conditions. New Ordinary Shares under this plan will not exceed 10 per cent. of the Company's issued Ordinary Shares from time to time without the prior approval of the Shareholders.
• 3.9 Save as disclosed in this Document, as at the date of this Document, the Company will have no short, medium or long term indebtedness.

4. Summary of the Articles

The Company is incorporated in the Isle of Man as an Isle of Man company under the provisions of the IOM Companies Act and therefore is subject to Isle of Man law. Certain provisions of the IOM Companies Act are summarised below. The following is not intended to provide a comprehensive review of the applicable law, or of all provisions which differ from equivalent provisions in jurisdictions, with which interested parties may be more familiar. This summary is based upon the law and the interpretation of the law applicable as at the date of this Document and is subject to change.

4.1 Memorandum of Association

The IOM Companies Act provides that the memorandum of association of a company may contain a statement specifying the purposes for which a company is established or the business, activities or transactions which the company is permitted to undertake or the restrictions (if any) upon such purposes, business, activities or transactions for which the company is established. Any such statement is without prejudice to the provision of the IOM Companies Act stating that a company has unlimited capacity to carry on or undertake any business or activity and to do or be subject to any act or to enter into any transaction. The memorandum of association of the Company does not set forth any purposes for which the Company was established or any other restrictions or limitations on the exercise of its rights, powers and privileges.

4.2 Shares

Subject to any limitation or provisions to the contrary contained in the memorandum or articles of association of a company, the issuance of shares and other securities in a company are under the control of its directors. Under the Articles, following Admission, all unissued shares in the Company shall be at the disposal of the Board who, subject to being authorised to do so by the Company by an ordinary resolution, may allot (with or without conferring rights of renunciation), grant options over, offer or otherwise deal with or dispose of them or rights to subscribe for or convert any security into shares to such persons, at such times and generally on such terms and conditions as the Board may decide.

4.3 Articles of Association

Shares are defined in the Articles as "a share in the capital of the Company". The rights attaching to the shares, as set out in the Memorandum and the Articles, and other key provisions, are set out as follows.

4.3.1 Rights of Shareholders

The Articles provide that each Ordinary Share confers upon the Shareholder:

• (a) the right to one vote on a show of hands and on a poll to one vote for every share of which he is the holder at a meeting of the Shareholders.
• (b) the right to receive dividends according to the amounts paid up (otherwise than in advance of calls) on the shares on which the dividend is paid by the Company; and
• (c) the right in the distribution of the surplus assets of the Company on its liquidation to a share in proportion to the amount to which, at the commencement of the winding, the shares held by him are paid up.

4.3.2 Variation of rights

Subject to the provisions of the IOM Companies Act, if at any time the share capital of the Company is divided into shares of different classes any of the rights for the time being attached to any share or class of shares in the Company (and notwithstanding that the Company may be or be about to be in liquidation) may (unless otherwise provided by the terms of issue of the shares of that class) be varied or abrogated in such manner (if any) as may be provided by such rights or, in the absence of any such provision, either with the consent in writing of the holders of not less than three quarters of the issued shares of the class or with the sanction of a special resolution passed at a separate general meeting of the holders of shares of the class duly convened and held as provided in the Articles (but not otherwise). The foregoing provisions of this paragraph shall apply also to the variation or abrogation of the special rights attached to some only of the shares of any class as if each group of shares of the class differently treated formed a separate class the separate rights of which are to be varied. Subject to the terms of issue or the rights attached to any shares the rights or privileges attached to any class of shares shall be deemed not to be varied or abrogated by the Board resolving that a class of shares is to become or to cease to be a Participating Security (as defined in the Articles).

4.3.3 Transfers of shares

Each member may transfer all or any of his shares in the case of certificated shares by instrument of transfer in writing in any usual form or in any form approved by the Board or in the case of uncertificated shares without a written instrument in accordance with the Uncertificated Regulations. Any written instrument shall contain the business or residential address of the transferee and be executed by or on behalf of the transferor and (in the case of a transfer of a share which is not fully paid up) by or on behalf of the transferee. The transferor shall be deemed to remain the holder of such share until the name of the transferee is entered in the Register in respect of it.

The Board may in its absolute discretion and without giving any reason refuse to register any transfer of a certificated share unless:

• (a) it is in respect of a share which is fully paid up;
• (b) it is in respect of a share on which the Company has no lien;
• (c) it is in respect of only one class of shares;
• (d) it is in favour of a single transferee or not more than four joint transferees;
• (e) it is duly stamped (if so required);
• (f) it is delivered for registration to the registered agent of the Company or such other person as the Board may from time to time appoint, accompanied (except in the case of a transfer where a certificate has not been required to be issued) by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to prove the title of the transferor and the due execution by him of the transfer or if the transfer is executed by some other person on his behalf, the authority of that person to do so; and
• (g) the holding of such share would not result in a regulatory, pecuniary, legal, taxation or material administrative disadvantage for the Company or its shareholders as a whole,

provided that such discretion may not be exercised in such a way as to prevent dealings in such share from taking place on an open and proper basis. Additionally, the Board will not exercise such discretion if it would conflict with the Listing Rules.

No transfer of any share shall be made:

• (a) to a minor; or
• (b) to a bankrupt; or
• (c) to any person who is, or may be, suffering from a mental disorder and either:
• (i) has been admitted to hospital in pursuance of an application for admission for treatment under the Mental Health Act 1983 (an Act of Parliament) or any similar statute relating to mental health (whether in the United Kingdom, the Isle of Man or elsewhere); or
• (ii) an order has been made by any court having jurisdiction (whether in the United Kingdom, the Isle of Man or elsewhere) in matters concerning mental disorder for his detention or for the appointment of a receiver, curator bonis or other person to exercise powers with respect to his property or affairs

and the Directors shall refuse to register the purported transfer of a share to any such person.

4.3.4 Purchase and Redemption of shares

Shares may be purchased, redeemed or otherwise acquired for any consideration provided that such redemption or acquisition does not contravene section 60 of the IOM Companies Act or the solvency test; the process for redemption or acquisition of shares shall be determined by the Directors in their absolute discretion and the Directors may, for the avoidance of doubt, permit an offer to one or more holders of shares in accordance with section 53(1)(b)(ii) of the IOM Companies Act, subject to section 54 of the IOM Companies Act. The date on which or by which, or dates between which, any redeemable shares are to be or may be redeemed may be fixed by the Directors and in such a case must be fixed by the Directors before the shares are issued.

4.3.5 Payment of dividends

Subject to the provisions of the IOM Companies Act and the Articles, the Company may, subject to the satisfaction of the solvency test, by resolution declare that dividends out of the Company's profits may be paid to members according to their respective rights and interests in the profits of the Company. However, no dividend shall exceed the amount recommended by the Board.

The Company satisfies the solvency test if (i) if it is able to pay its debts as they become due in the normal course of the Company's business; and (ii) the value of the Company's assets exceeds its liabilities.

The Board may, subject to the satisfaction of the solvency test, declare and pay such interim dividends (including any dividend payable at a fixed rate) as appear to the Board to be justified by the profits of the Company and the position of the Company. If at any time the share capital of the Company is divided into different classes, the Board may pay such interim dividends on shares which rank after shares conferring preferential rights with regard to dividend as well as on shares conferring preferential rights unless at the time of payment any preferential dividend is in arrears. Provided that the Board acts in good faith it shall not incur any liability to the holders of shares conferring preferential rights for any loss that they may suffer in consequence of the declaration or by the lawful payment of any interim dividend on any shares ranking after those with preferential rights.

All dividends, interest or other sum payable and unclaimed for twelve months after having become payable may be invested or otherwise made use of by the Board for the benefit of the Company until claimed and the Company shall not be constituted a trustee in respect thereof. All dividends unclaimed for a period of twelve years after having become due for payment shall (if the Board so resolves) be forfeited and shall revert to the Company.

Unless otherwise provided by the rights attached to the share no dividend or other moneys payable by the Company or in respect of a share shall bear interest as against the Company.

4.3.6 Return of capital

Under the Articles, if the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the amount to which, at the commencement of the winding, the shares held respectively by them are paid up and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively, subject to the rights attached to any shares which may be issued on special terms or conditions.

4.3.7 Borrowing powers

The business and affairs of the Company may be managed by, or under the direction or supervision of the Board. The Board has all the powers necessary for managing and for directing and supervising, the business and affairs of the Company. Subject to the Articles and to the provisions of the IOM Companies Act, the Directors may exercise all the powers of the Company to borrow money, to guarantee, to indemnify and to mortgage or charge its undertaking, property, assets (present and future) and uncalled capital or any part or parts thereof and to issue debentures and other securities, whether outright or as collateral security for any debt, liability or obligation of the Company or of any third party.

4.3.8 Directors

• (a) Unless and until otherwise determined by the Directors by resolution the number of Directors (other than any alternate Directors) shall be not less than two and there shall be no maximum number of Directors.
• (b) Subject to the provisions of the Articles, the Company may by resolution appoint a person who is willing to act to be a Director, either to fill a vacancy, or as an addition

to the existing Board, and may also determine the rotation in which any additional Directors are to retire, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles.

• (c) At every annual general meeting one third of the Directors who are subject to retirement by rotation or, if their number is not three or a multiple of three, the number nearest to but not exceeding one third shall retire from office by rotation provided that if there is only one Director who is subject to retirement by rotation, he shall retire.
• (d) Without prejudice to the power of the Company to appoint any person to be a Director pursuant to the Articles the Board shall have power at any time to appoint any person who is willing to act as a Director, either to fill a vacancy or as an addition to the existing Board, but the total number of Directors shall not exceed any maximum number fixed in accordance with the Articles. Any Director so appointed shall hold office only until the annual general meeting of the Company next following such appointment and shall then be eligible for re-election but shall not be taken into account in determining the number of Directors who are to retire by rotation at that meeting. If not re-appointed at such annual general meeting, he shall vacate office at the conclusion thereof.
• (e) The Company may by resolution remove any Director before the expiration of his period of office notwithstanding anything in the Articles or in any agreement between the Company and such Director and, without prejudice to any claim for damages which he may have for breach of any contract of service between him and the Company, may (subject to the Articles) by resolution appoint another person who is willing to act to be a Director in his place. Any person so appointed shall be treated, for the purposes of determining the time at which he or any other Director is to retire by rotation, as if he had become a Director on the day on which the person in whose place he is appointed was last appointed or re-appointed a Director. In default of such appointment the vacancy arising upon the removal of a Director from office may be filled by a casual vacancy.
• (f) No shareholding qualification is required by a director.
• (g) The directors may by resolution of directors appoint officers of the Company at such times as may be considered necessary or expedient.

4.3.9 Meetings of Shareholders

The Board shall convene in each year a general meeting of the members of the Company called the annual general meeting; any annual general meeting so convened shall be held at such a time and place as the Board may determine.

All general meetings other than the annual general meeting shall be called extraordinary general meetings.

The Board may convene an extraordinary general meeting whenever it thinks fit. At any meeting so convened (or any meeting requisitioned pursuant to section 67(2) of the IOM Companies Act) no business shall be transacted except that proposed by the Board or stated by the requisition. If there are not sufficient members of the Board to convene a general meeting, any Director or any member of the Company may call a general meeting.

Any annual general meeting and any extraordinary general meeting convened for the passing of a special resolution or a resolution appointing a person as a Director shall be convened by not less than twenty-one clear days' notice in writing. Other extraordinary general meetings shall be convened by not less than fourteen clear days' notice in writing. Notwithstanding that a meeting is convened by a shorter notice than that specified in the Articles, it shall be deemed to have been properly convened if it is so agreed by all members entitled to attend and vote in the meeting.

No business shall be transacted at any general meeting unless a quorum is present when the meeting proceeds to business but the absence of a quorum shall not preclude the choice or appointment of a Chairman which shall not be treated as part of the business of the meeting. Subject to the provisions of Articles, two persons entitled to attend and to vote on the business to be transacted, each being a member present in person or a proxy for a member, or one person entitled to attend and to vote on the business to be transacted, being a member holding not less than one-tenth of the issued share capital of the Company and being present in person or by proxy, shall be quorum. The provisions of section 67(4) of the IOM Companies Act are excluded.

If within fifteen minutes (or such longer interval not exceeding one hour as the Chairman in his absolute discretion thinks fit) from the time appointed for the holding of a general meeting a quorum is not present, or if during a meeting such a quorum ceases to be present, the meeting, if convened on the requisition of members, shall be dissolved. In any other case, the meeting shall stand adjourned to later on the same day, to the same day in the next week at the same time and place, or to such other day and at such time and place as the Chairman (or, in default, the Board) may determine, being not less than fourteen nor more than twenty-eight days thereafter. If at such adjourned meeting a quorum is not present within fifteen minutes from the time appointed for holding the meeting one member present in person or by proxy or (being a corporation) by a duly authorised representative shall be a quorum. If no such quorum is present or, if during the adjourned meeting a quorum ceases to be present, the adjourned meeting shall be dissolved. The Company shall give at least seven clear days' notice of any meeting adjourned through lack of quorum (where such meeting is adjourned to a day being not less than fourteen nor more than twenty-eight days thereafter).

4.3.10 Pre-emption rights of Shareholders

Subject as indicated in the paragraphs below, and unless the Company shall by special resolution otherwise direct, unissued shares in the capital of the Company shall only be allotted for cash in accordance with the provisions of this Article.

• (a) all shares to be allotted (the "offer shares") shall first be offered to the members of the Company who the Directors determine can be offered such shares without the Company incurring securities offering compliance costs which, in the opinion of the Directors, would be burdensome given the number of members in the relevant jurisdiction in relation to which such compliance costs would be incurred (the "relevant members");
• (b) the offer to relevant members set out in sub-paragraph (a) above (the "offer") shall be made in proportion to the existing holdings of shares of relevant members;
• (c) the offer shall be made by written notice (the "offer notice") from the Directors specifying the number and price of the offer shares and shall invite each relevant member to state in writing within a period, not being less than 14 days, whether they are willing to accept any offer shares and, if so, the maximum number of offer shares they are willing to take;
• (d) at the expiration of the time specified for acceptance in the offer notice the Directors shall allocate the offer shares to or amongst the relevant members who shall have notified to the Directors of their willingness to take any of the offer shares but so that no relevant member shall be obliged to take more than the maximum number of shares notified by him under sub-paragraph (c) above; and
• (e) if any offer shares remain unallocated after the offer, the Directors shall be entitled to allot, grant options over or otherwise dispose of those shares to such persons on such terms and in such manner as they think fit save that those shares shall not be disposed of on terms which are more favourable to their subscribers than the terms on which they were offered to the relevant members.

The provisions of the paragraphs above shall not, for the avoidance of doubt, apply to the allotment of any shares for a consideration other than cash or in connection with an employees' share scheme, and, accordingly, the Directors may allot or otherwise dispose of any unissued shares in the capital of the Company for a consideration other than cash to such persons at such times and generally on such terms as they may think fit.

A reference in the foregoing paragraphs to the allotment of any shares includes the grant of a right to subscribe for, or to convert any securities into, shares but such reference does not include the allotment of any relevant shares pursuant to such a right.

4.3.11 Management

The Company is managed by its Directors, consisting of not less than two directors, who each have full authority to bind the Company. As per the Articles, the management and control of the business of the Company shall be in and from the Isle of Man or such other place as the Board may determine from time to time. At the date of this Document, the Company is managed and controlled from the United Kingdom, however the location of the management and control of the Company may change in the future by a Board resolution.

Subject to the provisions of the IOM Companies Act, the Memorandum and the Articles and to any directions given by special resolution of the Company, the business of the Company shall be managed by the Board, which may exercise all the powers of the Company whether relating to the management of the business or not. No alteration of the Memorandum or the Articles and no such direction given by the Company shall invalidate any prior act of the Board which would have been valid if such alteration had not been made or such direction had not been given. Provisions contained in the Articles as to any specific power of the Board shall not be deemed to limit the general powers given by the Articles.

4.3.12 Accounting and auditing requirements

Under the Articles, the Board shall cause accounting records to be kept in accordance with the IOM Companies Act and shall keep such other books and registers as are necessary to comply with the IOM Companies Act.

The auditors shall examine the accounts of the Company and shall prepare a report on the truth and fairness of the balance sheet, profit and loss account and group accounts (if any).

A printed copy of the Directors' and auditors' reports accompanied by printed copies of the annual accounts (including every document required by law or regulations applicable to the Company to be comprised in them or annexed or attached to them) shall not less than twenty-one clear days before the meeting before which they are to be laid, be delivered, sent by post or sent by Electronic Communication (as defined in the Articles) to every member and holder of debentures of the Company and to the auditors and to every other person who is entitled to receive notice of general meetings. However, the Articles shall not require a copy of those documents to be sent to any person who under the provisions of the Articles is not entitled to receive notices from the Company or of whose address the Company is unaware or to any holder of debentures of whose address the Company is unaware or to more than one of the joint holders of any shares or debentures. Any member to whom such documents are sent shall be entitled to receive a further copy, free of charge, on application at the office. If all or any of the shares in or debentures of the Company are listed or dealt in on any Stock Exchange (as defined in the Articles), there shall at the same time be forwarded to the secretary of that Stock Exchange such number of copies of each of those documents as the regulations of that Stock Exchange may require. The accidental omission to deliver or send a copy of any document required to be delivered or sent to any person pursuant to the Articles or the non-receipt of any document by any person entitled to receive it does not invalidate any such document or the proceedings at any general meeting.

4.3.13 Inspection of corporate records

Under the Articles, the accounting records shall be kept at the registered office or (subject to the IOM Companies Act) at such other place as the Board thinks fit. No member (other than a Director) shall have any right to inspect any accounting record or other document of the Company unless he is authorised to do so by statute, by order of the court, by the Board or by resolution of the Company. Such records shall always be open for inspection by officers of the Company.

4.3.14 Winding up

The Board shall have power in the name and on behalf of the Company to present a petition to the court for the Company to be wound up.

Under the Articles, if the Company is wound up, the surplus assets remaining after payment of all creditors are to be divided among the members in proportion to the amount to which, at the commencement of the winding, the shares held respectively by them are paid up and, if such surplus assets are insufficient to repay the whole of the paid up capital, they are to be distributed so that as nearly as may be the losses are borne by the members in proportion to the capital paid up at the commencement of the winding up on the shares held by them respectively, subject to the rights attached to any shares which may be issued on special terms or conditions.

If the Company is wound up the liquidator may, with the sanction of a special resolution of the Company and other sanction required by law, divide among the members in specie the whole or any part of the assets of the Company and may for that purpose value any assets and determine how the division shall be carried out as between the members or different classes of members. Any such division may be otherwise than in accordance with the existing rights of the members but if any division is resolved otherwise than in accordance with such rights the members shall have the same right of dissent and consequential rights as if such resolution were a special resolution passed pursuant to section 222 of the Isle of Man Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the IOM Companies Act). The liquidator may with the like sanction vest the whole or any part of the whole of the assets in trustees on such trusts for the benefit of the members as he with the like sanction shall determine but no member shall be compelled to accept any assets on which there is liability.

A special resolution sanctioning a transfer or sale to another company duly passed pursuant to section 222 of the Isle of Man Companies Act 1931 (which provision applies to the Company (with statutory modification) pursuant to the IOM Companies Act) may in the like manner authorise the distribution of any shares or other consideration receivable by the liquidator among the members otherwise than in accordance with their existing rights and any such determination shall be binding on all the members, subject to the right of dissent and consequential rights conferred by the said section.

4.3.15 Disclosure of Interests in shares

The provisions of Chapter 5 of the Disclosure and Transparency Rules and section 793 of the Companies Act are incorporated by reference into the Articles.

Chapter 5 details the circumstances in which a person may be obliged to notify the Company that he has an interest in voting rights in respect of shares (a "notifiable interest"). An obligation to notify the Company arises: (a) when a person becomes or ceases to be interested (by way of a direct or indirect holding of shares or of certain "Qualifying Financial Instruments" (as defined in the Disclosure and Transparency Rules) or other instruments creating a long position on the economic performance of the shares) in three per cent. or more of the voting rights attaching to the shares; and (b) where such person's interests alters by a complete integer of one per cent. of the voting rights attaching to the shares.

The Companies Act permits the Company to serve a notice on any person where the Company has reasonable cause to believe such person is interested in the shares or has been interested in the shares at any time during the three years immediately preceding the date on which the notice is issued. Such notice may require the person to confirm or deny that he has or was interested in the shares and, if holds, or has during that time held, any such interest to give such further information as may be required in accordance with the Articles. Where such Shareholder fails to comply with the terms of the notice within the period specified in such notice the Shareholder will be in default (such Shareholder's shares being referred to as "Default Shares"). The Board may direct that voting rights and dividend rights be suspended in respect of Default Shares.

Under the Articles, a person must notify the Company of the percentage of its voting rights if, at any time after the date on which the Articles came into force the percentage of voting rights which he holds as shareholder or through his direct or indirect holding of financial instruments (or a combination of such holdings):

• (a) reaches, exceeds or falls below 3 per cent, 4 per cent, 5 per cent, 6 per cent, 7 per cent, 8 per cent, 9 per cent, 10 per cent and each 1 per cent threshold thereafter up to 100 per cent; or
• (b) reaches, exceeds or falls below an applicable threshold in (a) as a result of events changing the breakdown of voting rights and on the basis of information disclosed by the Company in accordance with the Articles.

A person shall not be required to aggregate his holdings in the circumstances prescribed in rule 5.4 of the Disclosure and Transparency Rules.

The Company must at the end of each calendar month during which an increase or decrease has occurred, notify to a Regulatory Information Service for distribution to the public the total number of voting rights and capital in respect of each class of share which it issues.

A notification given in accordance with the Articles shall include the following information:

• (a) (on the date on which the Articles came into force) the percentage of voting rights held or may be exercised, or (at any time after the date on which the provisions as detailed in these paragraphs came into force) the resulting situation in terms of voting rights and the date on which the relevant threshold was reached or crossed;
• (b) if applicable, the chain of controlled undertakings through which voting rights are effectively held;
• (c) the identity of the shareholder, even if that shareholder is not entitled to exercise voting rights and of the person entitled to exercise voting rights on behalf of that shareholder;
• (d) the price, amount and class of shares concerned;
• (e) in the case of a holding of financial instruments, the following information must also be disclosed
• (i) for the financial instruments with an exercise period, an indication of the date or time period where shares will or can be acquired, if applicable;
• (ii) date of maturity or expiration of the financial instruments;
• (iii) identity of the holder;
• (iv) name of the underlying company; and
• (v) detailed nature of the financial instruments, including full details of the exposure to Ordinary Shares; and
• (f) any other information required by the Company or prescribed by Disclosure and Transparency Rules.

An obligation to give a notice to the Company in relation to notifying of the change in his percentage of voting rights shall be fulfilled as soon as possible and in any event before the end of the second working day after the relevant person learns the relevant threshold was reached or crossed

Every person who holds 3 per cent or more of the voting rights of any relevant class of shares of the Company shall, for as long as he holds such voting rights, be under a continuing obligation to give to the Company notice in writing of the particulars in relation to those shares specified in the paragraphs above and of any change in those particulars, of which he becomes aware at any time after the event (or if more than one the most recent event) by virtue of which he became obliged by the Articles to give notice to the Company of his percentage of voting rights held. A notice shall be given before the end of the second working day after the day on which the person giving the notice becomes aware of the relevant facts.

5. Directorships and Partnerships

In addition to their directorships of the Company, the Directors are, or have been, members of the administrative, management or supervisory bodies ("directorships") or partners of the following companies or partnerships, at any time in the five years prior to the date of this Document.

	Current directorships/partnerships	Previous directorships/partnerships
Cameron Pearce	Stallion Resources Plc Polish Coal Resources Limited JLP Nominees Pty Ltd Waitaki Pty Ltd	CEB Resources Plc Black Gibb Pty Ltd Pangaea Energy Limited Forum Energy Limited Kabuni Ltd (formerly called Magnolia Resources Limited) Mantle Diamonds Limited Glenwick Plc
Sam Quinn	Dragon Diamond Ventures Limited Lionshead Consultants Limited Foriet Oy Diamond Manufacturing Corporation Maseru (Pty) Ltd Red Rock Resources Plc Glenwick Plc Ceylon Phosphates (UK) Limited Nutrimentum (UK) Limited	Balkan Mineral Resources Limited Dragon Resource Ventures Limited Meso Diamonds (Pty) Limited Botle Diamonds (Pty) Limited Kopje (Pty) Limited International Diamond Consultants Limited BMR Resources Poland Sp Zoo Marula Gold Mines (Pty) Ltd BMR Resources Bulgaria EAD Silvertree Partners LLP
Ed McDermott	Fishing Republic Plc Silver Light Global Ltd Special Situations Capital Ltd Farlows Leisure LLP Marlborough Private Equity Limited	Noricum Gold Ltd Stellar Resources Plc Spartan Natural Resources Ltd GMOW (Operations) Limited

6. Directors' Confirmations

• 6.1 Save as disclosed below, as at the date of this Document none of the Directors:
• (a) has any convictions in relation to fraudulent offences for at least the previous five years;
• (b) has been associated with any bankruptcy, receivership or liquidation while acting in the capacity of a member of the administrative, management or supervisory body or of senior manager of any company for at least the previous five years; or
• (c) has been subject to any official public incrimination and/or sanction of him by any statutory or regulatory authority (including any designated professional bodies) or has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer for at least the previous five years.

6.2 Save as disclosed in this Document (in relation to the Directors' roles with other companies and, in particular, Mr Quinn's appointment as a director of Related Entity 1 and Mr Pearce's appointment as a director of Related Entity 2), the Directors do not currently have any potential conflicts of interest between their duties to the Company and their private interests or other duties that they may also have.

7. Directors' and Other interests

7.1 Save as disclosed in this paragraph 7.1, none of the Directors nor any member of their immediate families has or will have on or following Admission any interests (beneficial or non-beneficial) in the Ordinary Shares of the Company.

	As at the date		Immediately following the
	of this Document		Placing and Admission
		Percentage		Percentage
	Number of	of issued	Number of	Enlarged
	Ordinary	Ordinary	Ordinary	Shares
Name	Shares	Shares	Shares	in Issue
Cameron Pearce	6,000,001	33.8%	6,000,001	12.5%
Sam Quinn	3,000,001	16.9%	3,000,001	6.2%
Ed McDermott	Nil	Nil	Nil	Nil

• 7.2 Save as disclosed in paragraph 7.1 above, immediately following Admission, no Director will have any interest, whether beneficial or non-beneficial, in the share or loan capital of the Company.
• 7.3 The Directors have indicated to the Company that they will not make applications in the Placing of New Ordinary Shares.
• 7.4 Save for the Directors and their connected persons (within the meaning of section 252 of the Companies Act), at the date of this Document and immediately following the Placing, so far as the Directors are aware, no person is directly or indirectly interested in more than three per cent. of the issued Ordinary Shares other than as set out below:

				Percentage
Shareholders	Number of Ordinary Shares	Percentage of issued Shares	Number of Ordinary Shares	of issued Enlarged Shares in Issue
Ralston Family Trust	1,111,100	6.3%	2,592,567*	5.4%
Group Seventy Three Pty Ltd	833,350	4.7%	1,944,450*	4.0%
J&J Bandy Nominees Ltd	833,350	4.7%	1,944,450*	4.0%
John Henry Toll	833,350	4.7%	1,944,450*	4.0%
Ms Merle Smith & Ms Kathryn Smith	833,350	4.7%	1,944,450*	4.0%
Paul Anthony Sartori ATF the Psar
Family Trust	833,350	4.7%	1,944,450*	4.0%
Salmon Brick Pty Ltd	833,350	4.7%	1,944,450*	4.0%
Seventy Three Pty Ltd	833,350	4.7%	1,944,450*	4.0%
Canterbury Enterprises Limited	555,550	3.1%	1,296,283*	2.7%
Peterhouse Corporate Finance Limited	Nil	Nil	6,666,669	13.8%
Novum Securities Limited	Nil	Nil	6,666,666	13.8%
Optiva Securities Limited	Nil	Nil	4,666,668*	9.7%

Notes:

*These Ordinary Shares are held though JIM Nominees Limited on behalf of its clients. Only the Ordinary Shares issued in connection with the Placing will be held through JIM Nominees Limited.

7.5 Immediately following Admission, as a result of the Placing, the Directors expect that a number of persons will have an interest, directly or indirectly, in at least five per cent. of the voting rights attached to the Company's issued Ordinary Shares. Such persons will be required to notify such interests to the Company in accordance with the provisions of Chapter 5 of the Disclosure and Transparency Rules, and such interests will be notified by the Company to the public.

• 7.6 As at 9 February 2017 (the latest practicable date prior to the publication of this Document), the Company was not aware of any person or persons who, directly or indirectly, jointly or severally, exercise or could exercise control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.
• 7.7 Those interested, directly or indirectly, in three per cent. or more of the issued Ordinary Shares of the Company do not now, and, following the Placing and Admission, will not, have different voting rights from other holders of Ordinary Shares.

8. Directors' Letters of Appointment

8.1 Letter of Appointment – Cameron Pearce

Pursuant to a letter of appointment dated 1 March 2016 (as varied) between the Company and Cameron Pearce, Mr Pearce is engaged as a Non-Executive Chairman with fees of £24,000 per annum, for an initial term of 12 months. The appointment can be terminated by either party on six months written notice. If there is a change of control (as defined in the letter of appointment), Mr Pearce will be entitled to 200 per cent. of his annual fee as a lump sum payment if the Company terminates his employment, or if Mr Pearce chooses to terminate his appointment within 12 months following a change of control.

8.2 Letter of Appointment – Sam Quinn

Pursuant to a letter of appointment dated 1 March 2016 (as varied) between the Company and Sam Quinn, Mr Quinn is engaged as a Non-Executive Director with fees of £24,000 per annum, for an initial term of 12 months. The appointment can be terminated by either party on six months written notice. If there is a change of control (as defined in the letter of appointment), Mr Quinn will be entitled to 200 per cent. of his annual fee as a lump sum payment if the Company terminates his employment, or if Mr Quinn chooses to terminate his appointment within 12 months following a change of control.

8.3 Letter of Appointment – Ed McDermott

Pursuant to a letter of appointment dated 24 June 2016 (as varied) between the Company and Ed McDermott, Mr McDermott is engaged as a Non-Executive Director with fees of £24,000 per annum, for an initial term of 12 months. The appointment can be terminated by either party on six months written notice. If there is a change of control (as defined in the letter of appointment), Mr McDermott will be entitled to 200 per cent. of his annual fee as a lump sum payment if the Company terminates his employment, or if Mr McDermott chooses to terminate his appointment within 12 months following a change of control.

9. Working capital

The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements, that is for at least the 12 months from the date of this Document.

10. Significant change

Save for the changes to:

• (a) the Company's obligations to pay:
• (i) the Directors' remuneration pursuant to the terms of the Letters of Appointment in aggregate £72,000 per annum, as set out in paragraph 8 of this Part VII;
• (ii) the fees of £15,000 per annum payable to FIM pursuant to the FIM Administration and Secretarial Agreement, as set out in paragraph 13.5 of this Part VII; and
• (6) the expenses of the Company referred to in paragraph 17.3 of this Part VII in connection with Admission, the Placing and incorporation of the Company (all of which have caused a significant change in the financial position and trading position of the Company due to the Company being a newly established company which has not commenced trading),

there has been no significant change in the trading or financial position of the Company since 31 December 2016, being the date as at which the financial information contained in "Part V – Financial Information on the Company" has been prepared.

11. Litigation

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) since the Company's incorporation which may have, or have had in the recent past, significant effects on the financial position or profitability of the Company.

12. City Code

The City Code will apply to the Company following Admission.

The City Code is issued and administered by the Takeover Panel. The Takeover Panel has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the "Directive"). Following the implementation of the Directive by the Takeovers Directive (Interim Implementation) Regulations 2006, the rules in the City Code which are derived from the Directive now have a statutory basis.

The City Code applies to all takeovers and merger transactions, however effected, where inter alia, the offeree company is a public company which has its registered office in the United Kingdom, the Isle of Man or the Channel Islands, if the company has its securities admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. The City Code will therefore apply to the Company from Admission and its Shareholders will be entitled to the protection afforded by the City Code.

Under Rule 9 of the City Code, where: (i) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons in which he is already interested and in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company subject to the City Code; or (ii) any person who, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30 per cent. but not more than 50 per cent. of the voting rights of such a company, if such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested, then, except with the consent of the Takeover Panel, he, and any person acting in concert with him, must make a general offer in cash to the holders of any class of equity share capital, whether voting or non-voting, and also to the holders of any other class of transferable securities carrying voting rights to acquire the balance of the shares not held by him and his concert party.

Save where the Takeover Panel permits otherwise, an offer under Rule 9 of the City Code must be in cash and at the highest price paid within the 12 months prior to the announcement of the offer for any shares in the company by the person required to make the offer or any person acting in concert with him. Offers for different classes of equity share capital must be comparable; the Takeover Panel should be consulted in advance in such cases.

13. Material contracts

The following are all of the contracts (not being contracts entered into in the ordinary course of business) that have been entered into by the Company since the Company's incorporation which: (i) are, or may be, material to the Company; or (ii) contain obligations or entitlements which are, or may be, material to the Company as at the date of this Document.

13.1 Letter of Engagement of Optiva

On 30 March 2016, the Company engaged Optiva as its financial adviser, broker and placing agent in connection with the proposed Admission. The corporate advisory fee payable to Optiva pursuant to this letter of engagement is £80,000 plus VAT (if applicable). Subject to Admission occurring, Optiva shall be appointed as retained broker of the Company for an annual fee of £20,000 per annum plus VAT (if applicable).

In addition, Optiva is entitled to receive a 5 per cent. placing commission fee for the funds introduced or raised by Optiva in regard to the Placing, and a 1 per cent. handling fee for funds not introduced or raised by Optiva, where Optiva has sent out the placing letters and/or subscription agreements. Optiva will also be issued warrants in the Company.

The standard terms and conditions are incorporated into this letter of engagement and it contains certain indemnities given by the Company in favour of Optiva.

Further details of the warrants are set out in paragraph 13.6 of this Part VII.

13.2 Placing Agreement with Optiva

A Placing Agreement dated 10 February 2017 was entered into between the Company, the Directors and Optiva under which Optiva conditionally agreed to use its reasonable endeavours to procure subscribers for the New Ordinary Shares at the Placing Price.

Under the Placing Agreement, the Company agreed to pay to Optiva a commission of 5 per cent. of the gross proceeds raised from the issue of the New Shares issued to investors introduced by Optiva pursuant to the Placing, and a 1 per cent. handling fee for funds not introduced or raised by Optiva (as set out in paragraph 13.1 of this Part VII above).

The Placing Agreement contains warranties given to Optiva by the Company and the Directors and an indemnity given to Optiva by the Company, with the liability of the Directors in respect of the warranties being subject to individual limits.

Both Optiva and the Company are entitled to terminate their obligations under the Placing Agreement in certain specified circumstances prior to Admission.

13.3 Broker Agreement with Optiva

The Company has appointed Optiva as its broker by way of a Broker Agreement entered into on 10 February 2017. In consideration for Optiva providing broking services to the Company (and other services ancillary to the Admission), the Company has agreed to pay Optiva an annual fee of £20,000 per annum plus VAT (if applicable), as set out in paragraph 13.1 of this Part VII above. The Company has provided customary undertakings and indemnities to Optiva.

The Broker Agreement will remain in place for a minimum period of 12 months from the date of Admission and continues until terminated by either party giving not less than three months' notice.

13.4 Registrar Agreement

The Company and the Registrar have entered into the Registrar Agreement dated 19 October 2016 pursuant to which the Registrar has agreed to act as registrar to the Company and to provide transfer agency services and certain other administrative services to the Company in relation to its business and affairs.

The Registrar is entitled to receive:

• (i) an initial handling fee of £2,000;
• (ii) an annual register maintenance fee on open accounts of £1.25 per shareholder per annum (with a minimum charge of £400 per quarter),

for the provision of its services under the Registrar Agreement. In addition to the initial handling fee and register maintenance fee, the Registrar is entitled to other standard fees including transfer activity fees, initial shareholder loading fees and fees for dealing with dividend payments. The Registrar is also entitled to reimbursement for all out-of-pocket expenses incurred by it in the performance of its services.

The Registrar Agreement shall continue for an initial period of 12 months and thereafter unless and until terminated upon written notice by either party, by giving not less than six months' written notice. In addition, either party may terminate the Registrar Agreement in the event of:

• (i) a persistent or material breach by the other party of any of the terms of this Agreement;
• (ii) a resolution being passed for the winding up of the other party; or
• (iii) an administrator or administrative receiver being appointed over the other party or its assets or undertaking.

With the exception of fraud, negligence or wilful default by the Registrar (or its employees or agents), the Company agrees to indemnify the Registrar against all actions, proceedings, costs, claims, demands and liabilities which may be brought against or incurred or suffered (either directly or indirectly) by the Registrar arising out of or in connection with any of the services provided by the Registrar under the Registrar Agreement.

13.5 FIM Administration and Secretarial Agreement

The Company and the FIM have entered into the Administration and Secretarial Agreement dated 28 June 2016 pursuant to which FIM has agreed to act as administrator to the Company and provide administrative services to the Company in relation to its business and affairs.

FIM received an initial one-off fee of £7,500 on the date of the agreement. FIM is entitled to a recurring fee of £15,000 per annum, commencing on the date of Admission, increasing to £35,000 per annum in the event of an equity fund raise of at least £5 million, and increasing to £50,000 per annum in the event of equity fund raisings amounting to at least £15 million in aggregate. In addition to the annual fee, FIM is entitled to reimbursement for all out-of-pocket expenses incurred by it in the performance of its services.

The agreement shall continue for an initial period of two years and thereafter unless and until terminated upon written notice by either party, by giving not less than three months' written notice. In addition, the agreement may be terminated as soon as reasonably practicable if either party (i) commits a breach of the agreement which has not been remedied within 30 days of a notice requesting the same; (ii) goes into liquidation (except voluntary) or becomes bankrupt or insolvent.

The Company has agreed to indemnify FIM against any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature incurred by FIM in connection with or arising out of FIM's performance of its obligations or duties in accordance with the terms of the agreement, save to the extent that the same arises from some act of fraud, negligence or wilful default on the part of FIM.

13.6 Optiva Warrant Deed

A deed of warrant grant dated 10 February 2017 between the Company and Optiva, whereby the Company has agreed to grant Optiva warrants to subscribe for 388,333 new Ordinary Shares exercisable at 3p per Ordinary Share at any time from the date of Admission for three years.

13.7 Orderly Market Agreement with Shareholders

The Orderly Market Agreement was entered into on 10 February 2017 between the Company, Optiva, and the Orderly Market Shareholders (the "Orderly Market Parties"), pursuant to which the Orderly Market Parties have undertaken to the Company and Optiva that they will be subject to orderly market arrangements during the twelve (12) months following Admission.

13.8 Lock-In and Orderly Market Agreement with Directors

The Lock-In and Orderly Market Agreement was entered into on 10 February 2017 between the Company, Optiva, and the Locked-In Directors (the "Locked-In Parties"), pursuant to which the Locked-In Parties have undertaken to the Company and Optiva that they procure they will not sell or dispose, except in certain limited circumstances, any of their respective interests in Ordinary Shares at any time for a period of twelve (12) months from the date of Admission and the Locked-In Parties will be subject to orderly market arrangements during the following twelve (12) months after the initial lock-in period.

13.9 Novum Warrant Deed

A deed of warrant grant dated 10 February 2017 between the Company and Novum, whereby the Company has agreed to grant Novum warrants to subscribe for 333,333 new Ordinary Shares exercisable at 3p per Ordinary Share at any time from the date of Admission for three years.

13.10 Peterhouse Warrant Deed

A deed of warrant grant dated 10 February 2017 between the Company and Peterhouse, whereby the Company has agreed to grant Peterhouse warrants to subscribe for 333,334 new Ordinary Shares exercisable at 3p per Ordinary Share at any time from the date of Admission for three years.

14. Related party transactions

From 1 March 2016 (being the Company's date of incorporation) up to and including the date of this Document, the Company has not entered into any related party transactions other than the Directors' Letters of Appointment referred to in paragraph 8 above.

15. Accounts and annual general meetings

The Company's annual report and accounts will be made up to 31 March in each year, with the first annual report and accounts covering the period from incorporation to 31 March 2017. It is expected that the Company will make public its annual report and accounts within six months of each financial year end (or earlier if possible) and that copies of the annual report and accounts will be sent to Shareholders within six months of each financial year end (or earlier if possible). The Company will prepare its first unaudited interim report for the six month period ending 30 September 2017. The Company will prepare its unaudited interim report for each six month period ending 30 September thereafter. It is expected that the Company will make public its unaudited interim reports within two months of the end of each interim period.

The Company shall hold the first annual general meeting within a period of 18 months following the date of the Acquisition. Further information on annual general meetings is contained in paragraph 4.3.9 above.

16. Issues of new Ordinary Shares

The Directors are authorised to issue an unlimited number of Ordinary Shares of no par value. The pre-emption rights in the Articles have been disapplied in respect of the issue of up to 100 million Ordinary Shares and, therefore, statutory pre-emption rights do not apply. However, there are certain restrictions on the issue of Ordinary Shares as set out in paragraph 4.3.10 above.

17. General

• 17.1 Crowe Clark Whitehill LLP has given and has not withdrawn its consent to the inclusion in this Document of "Part IV – Share Capital, Liquidity and Capital Resources and Accounting Policies" and its accountants' report in "Part V – Financial Information on the Company" each in the form and context in which it is included and has authorised the contents of that report for the purposes of Rule 5.5.3R(2)(f) of the Prospectus Rules.
• 17.2 The Company has not had any employees since its incorporation and does not own any premises.
• 17.3 The total expenses incurred (or to be incurred) by the Company in connection with Admission, the Placing, the Pre-IPO Subscriptions and the incorporation (and initial capitalisation) of the Company are approximately £237,450. The estimated Net Proceeds, after deducting fees and expenses in connection with the Placing, the Pre-IPO Subscriptions and Admission are approximately £895,549.26.

18. Availability of this Document

18.1 Copies of this Document may be collected, free of charge during normal business hours, from the registered office of the Company.

18.2 In addition, this Document will be published in electronic form and be available on the Company's website at www.emmersonplc.com subject to certain access restrictions applicable to persons located or resident outside the United Kingdom.

19. Documents for inspection

Copies of the following documents may be inspected at the registered office of the Company, IOMA House, Hope Street, Douglas, Isle of Man, IM1 1AP, and the office of the Company during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this Document until the Placing closes:

• (a) the Memorandum and Articles of Association of the Company;
• (b) the accountants' report by Crowe Clark Whitehill LLP on the historical financial information of Emmerson Plc for the period ended 31 December 2016 set out in "Part V – Financial Information on the Company";
• (c) the material contracts outlined in paragraph 13 of this "Part VII Additional Information"
• (d) the letters of consent referred to in paragraph 17 of this "Part VII Additional Information"; and
• (e) this Document.

The date of this Document is 10 February 2017.

PART VIII

NOTICES TO INVESTORS

The distribution of this Document and the Placing may be restricted by law in certain jurisdictions and therefore persons into whose possession this Document comes should inform themselves about and observe any restrictions, including those set out below. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

1. General

No action has been or will be taken in any jurisdiction that would permit a public offering of the Ordinary Shares, or possession or distribution of this Document or any other offering material in any country or jurisdiction where action for that purpose is required. Accordingly, the Ordinary Shares may not be offered or sold, directly or indirectly, and neither this Document nor any other offering material or advertisement in connection with the Ordinary Shares may be distributed or published in or from any country or jurisdiction except under circumstances that will result in compliance with any and all applicable rules and regulations of any such country or jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to subscribe for any of the Ordinary Shares offered hereby to any person in any jurisdiction to whom it is unlawful to make such offer or solicitation in such jurisdiction.

This Document has been approved by the FCA as a prospectus for the purposes of section 85 of FSMA, and of the Prospectus Directive. No arrangement has been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this Document as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in any EEA state (or in any other jurisdiction). Issue or circulation of this Document may be prohibited in countries other than those in relation to which notices are given below.

2. For the attention of European Economic Area Investors

In relation to each member state of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), an offer to the public of the Ordinary Shares may only be made once the prospectus has been passported in such Relevant Member State in accordance with the Prospectus Directive as implemented by such Relevant Member State. For the other Relevant Member States an offer to the public in that Relevant Member State of any Ordinary Shares may only be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State:

• (a) to any legal entity which is a qualified investor as defined under the Prospectus Directive;
• (b) to fewer than 100 or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive) in such Relevant Member State subject to obtaining prior consent of the Company for any such offer; or
• (c) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of Ordinary Shares shall result in a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an "offer to the public" in relation to any offer of Ordinary Shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any Ordinary Shares to be offered so as to enable an investor to decide to purchase or subscribe for the Ordinary Shares, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and the expression "Prospectus Directive" means Directive 2003/71/EC (and any amendments, thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

During the period up to but excluding the date on which the Prospectus Directive is implemented in member states of the EEA, this Document may not be used for, or in connection with, and does not constitute, any offer of Ordinary Shares or an invitation to purchase or subscribe for any Ordinary Shares in any member state of the EEA in which such offer or invitation would be unlawful.

The distribution of this Document in other jurisdictions may be restricted by law and therefore persons into whose possession this Document comes should inform themselves about and observe any such restrictions.

3. For the attention of UK Investors

This Document comprises a prospectus relating to the Company prepared in accordance with the Prospectus Rules and approved by the FCA under section 87A of FSMA. This Document has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules.

In the United Kingdom this Document is for distribution to, and is directed only at, legal entities which are qualified investors as defined under the Prospectus Directive and are (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; or (iii) persons to whom it may otherwise be lawfully distributed under the Order, (all such persons together being "Relevant Persons"). In the United Kingdom, any investment or investment activity to which this Document relates is only available to and will only be engaged in with Relevant Persons. Persons who are not Relevant Persons should not act or rely on this Document or any of its contents.

PART IX

DEFINITIONS

The following definitions apply throughout this Document unless the context requires otherwise:

"Acquisition" or "Acquisitions"	means the initial acquisition by the Company or by any subsidiary thereof (which may be in the form of a merger, capital stock exchange, asset acquisition, stock purchase, scheme of arrangement, reorganisation or similar business combination) of an interest in an operating company or business as described in "Part I – The Company's Strategy" (and, in the context of the Acquisition, references to a company without reference to a business and references to a business without reference to a company shall in both cases be construed to mean both a company or a business);
"Admission"	means admission of the Ordinary Shares to the standard segment of the Official List and to trading on the Main Market for listed securities of the London Stock Exchange;
"AIM"	means the market of that name operated by the London Stock Exchange;
"AIM Investing Policy"	means an investing policy as defined under the AIM Rules;
"AIM Reverse Takeover"	means a transaction defined as a reverse takeover under the AIM Rules;
"AIM Rules"	means the AIM Rules for Companies – July 2016 published by the London Stock Exchange governing the admission to and the operation of AIM, as amended from time to time;
"Articles of Association" or "Articles"	means the articles of association of the Company in force from time to time;
"Broker Agreement"	means the broker agreement dated 10 February 2017 between the Company and Optiva. Further details are set out in paragraph 13.3 of "Part VII – Additional Information";
"Business Day"	means a day (other than a Saturday or a Sunday) on which banks are open for business in London and the Isle of Man;
"certificated" or "in certificated form"	means in relation to a share, warrant or other security, a share, warrant or other security, title to which is recorded in the relevant register of the share, warrant or other security concerned as being held in certificated form (that is, not in CREST);
"Chairman"	means Cameron Pearce, or the Chairman of the Board from time to time, as the context requires, provided that such person was independent on appointment for the purposes of the UK Corporate Governance Code;
"City Code"	means the City Code on Takeovers and Mergers;
"Companies Act"	means the Companies Act 2006 of the United Kingdom, as amended;

"Company" or "Issuer"	means Emmerson Plc, a company incorporated with limited liability in the Isle of Man under the IOM Companies Act on 1 March 2016, with number 013301V;
"CREST" or "CREST System"	means the paperless settlement system operated by Euroclear enabling securities to be evidenced otherwise than by certificates and transferred otherwise than by written instruments;
"CREST Regulations"	means The Uncertified Securities Regulations 2001 (SI 2001 No. 3755), as amended;
"Directors" or "Board" or "Board of Directors"	means the directors of the Company, whose names appear in "Part II – The Company, its Board and the Acquisition Structure", or the board of directors from time to time of the Company, as the context requires, and "Director" is to be construed accordingly;
"Disclosure and Transparency Rules"	means the disclosure and transparency rules of the FCA made pursuant to section 73A of FSMA as amended from time to time;
"Document" or "this Document"	means this document comprising a prospectus relating to the Company prepared in accordance with the Prospectus Rules made under section 73A of FSMA and approved by the FCA under section 87A of FSMA;
"Dormant Company"	means a company which does not engage in trade or otherwise carry on ordinary business;
"EEA"	means the European Economic Area;
"EEA States"	means the member states of the European Union and the European Economic Area, each an "EEA State";
"Enlarged Shares in Issue"	means 48,183,344 Ordinary Shares, being the Existing Shares and the New Ordinary Shares;
"EU"	means the Member States of the European Union;
"Euroclear"	means Euroclear UK & Ireland Limited;
"Exchange Act"	means the US Securities Exchange Act of 1934, as amended;
"Existing Shares"	means 17,750,102 existing Ordinary Shares in issue prior to the Placing and as at the date of this Document;
"FCA"	means the UK Financial Conduct Authority;
"FIM"	means FIM Capital Limited;
"Founders"	means Cameron Pearce and Sam Quinn;
"FSMA"	means the Financial Services and Markets Act 2000 of the UK, as amended;
"general meeting"	means a meeting of the Shareholders of the Company;
"Glenwick Plc"	means Glenwick Plc, a company incorporated in the Isle of Man under the Companies Act 1931-2004 (as amended) of the Isle of Man and re-registered under the IOM Companies Act with company number 012926V;

"HMRC"	means HM Revenue and Customs;
"IFRS"	means International Financial Reporting Standards as adopted by the European Union;
"Independent Directors"	means those Directors of the Board from time to time considered by the Board to be independent for the purposes of the UK Corporate Governance Code (or any other appropriate corporate governance regime complied with by the Company from time to time) together with the chairman of the Board provided that such person was independent on appointment for the purposes of the UK Corporate Governance Code (or any other appropriate corporate governance regime complied with by the Company from time to time);
"IOM"	means Isle of Man;
"IOM Companies Act"	means the Companies Act 2006 of the Isle of Man, as amended;
"Investor"	means a person who confirms his agreement to the Company to subscribe for New Ordinary Shares under the Placing;
"Letters of Appointment"	means the letters of appointment for each of the Directors, details of which are set out in paragraph 8 of "Part VII – Additional Information";
"Listing Principles"	means the listing principles set out at Chapter 7 of the Listing Rules;
"Listing Rules"	means the listing rules of the FCA made pursuant to section 73A of FSMA as amended from time to time;
"London Stock Exchange"	means London Stock Exchange Plc;
"Main Market"	means the Main Market of the London Stock Exchange;
"Market Abuse Regulations"	Regulation (EU) No 596 (2014 of the European Parliament and of the Council on market abuse);
"Memorandum of Association" or "Memorandum"	means the memorandum of association of the Company in force from time to time;
"Net Proceeds"	means the funds received on closing of the Pre-IPO Subscriptions and the Placing (as described in paragraph 3.3 of Part VII of this Document), less any expenses paid or payable in connection with Admission, the Placing and the incorporation (and initial capitalisation) of the Company;
"New Ordinary Shares"	means new Ordinary Shares issued pursuant to the Placing on the terms and subject to the conditions in this Document;
"Novum"	means Novum Securities Limited, a company incorporated in England and Wales with company number 05879560, and with its registered office at 8-10 Grosvenor Gardens, London, England, SW1W 0DH;
"Official List"	means the official list maintained by the UK Listing Authority;

"Optiva" or "Placing Agent"	means Optiva Securities Limited, Financial Adviser, Broker and placing agent to the Company and who is authorised and regulated by the FCA;
"Ordinary Shares"	means the ordinary shares of no par value in the capital of the Company including, if the context requires, the New Ordinary Shares;
"Peterhouse"	means Peterhouse Corporate Finance Limited, a company incorporated in England and Wales with company number 02075091, and with its registered office at New Liverpool House, 3rd Floor, 15-17 Eldon Street, London, EC2M 7LD;
"Placing"	means the proposed placing of 30,433,242 New Ordinary Shares by Optiva on behalf of the Company at the Placing Price and on the terms and subject to the conditions set out in this Document;
"Placing Agreement"	means the placing agreement dated 10 February 2017 between the Company, the Directors and Optiva. Further details are set out in paragraph 13.2 of "Part VII – Additional Information";
"Placing Letters"	the placing letters from the Company to potential Investors dated 31 January 2017 inviting irrevocable conditional applications for subscription for New Shares pursuant to the Placing;
"Placing Price"	means £0.03 per New Ordinary Share;
"Pounds Sterling" or "£"	means British pounds sterling, the lawful currency of the UK;
"Pre-IPO Subscriptions"	means:
	(i) the Founders' subscription in 9,000,000 Ordinary Shares in aggregate at 0.5p each (as described in paragraph 3.3(a) of Part VII of this Document); and
	(ii) the Pre-IPO Subscriptions of 8,750,100 Ordinary Shares in aggregate to certain unrelated investors at 2p each (as described in paragraph 3.3(b) of Part VII of this Document);
"Premium Listing"	means a listing on the Premium Listing Segment of the Official List under Chapter 6 of the Listing Rules;
"Prospectus Directive"	means Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant member state), and includes any relevant implementing measures in each EEA State that has implemented Directive 2003/71/EC;
"Prospectus Rules"	means the prospectus rules of the FCA made pursuant to section 73A of FSMA, as amended from time to time;
"Registrar"	means Share Registrars or any other registrar appointed by the Company from time to time;
"Registrar Agreement"	means the registrar agreement dated 19 October 2016 between the Company and the Registrar, details of which are set out in paragraph 13.4 of "Part VII – Additional Information";

"Regulatory Information Service"	means a regulatory information service authorised by the UK Listing Authority to receive, process and disseminate regulatory information in respect of listed companies;
"Related Entity 1"	means Glenwick Plc a company which obtained an AIM Listing on 14 December 2005, and adopted a new AIM Investing Policy on 18 December 2015 to focus primarily on acquiring a company or business in the natural resources sector in Australasia and North America, of which Mr Quinn is a director;
"Related Entity 2"	means Stallion Resources Plc, a company which delisted from AIM on 11 November 2015, which has an investing policy focused primarily on investing in and/or acquiring companies and/or projects within the natural resources and/or energy sectors, of which Mr Pearce is a director;
"Reverse Takeover"	a transaction defined as reverse takeover under Listing Rule 5.6.4;
"Sanctions"	means sanctions administered or enforced by the US Government (including, without limitation, the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union or Her Majesty's Treasury;
"SDRT"	means stamp duty reserve tax;
"SEC"	means the US Securities and Exchange Commission;
"Securities Act"	means the US Securities Act of 1933, as amended;
"Shareholders"	means the holders of the Ordinary Shares and/or New Ordinary Shares, as the context requires;
"Stallion Resources Plc"	means Stallion Resources Plc, a company incorporated in England and Wales under the Companies Act and with company number 07752674;
"Standard Listing"	means a listing on the Standard Listing Segment of the Official List under Chapter 14 of the Listing Rules;
"Takeover Panel"	means the UK Panel on Takeovers and Mergers;
"Trading Day"	means a day on which the Main Market of the London Stock Exchange (or such other applicable securities exchange or quotation system on which the Ordinary Shares are listed) is open for business (other than a day on which the Main Market of the London Stock Exchange (or such other applicable securities exchange or quotation system) is scheduled to or does close prior to its regular weekday closing time);
"UK Corporate Governance Code"	means the UK Corporate Governance Code issued by the Financial Reporting Council in the UK from time to time;
"UK Listing Authority" or "UKLA"	means the FCA in its capacity as the competent authority for listing in the UK pursuant to Part VI of FSMA;

"uncertified" or "uncertified form"	means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by using CREST;
"Uncertificated Regulations"	means the Uncertificated Securities Regulations 2006 (as amended or replaced from time to time);
"Undertaking"	shall have the meaning given in paragraph 7.1 of "Part I – The Company's Strategy";
"United Kingdom" or "UK"	means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	has the meaning given to the term "United States" in Regulation S;
"VAT"	means (i) within the EU, any tax imposed by any Member State in conformity with the Directive of the Council of the European Union on the common system of value added tax (2006/112/EC), and (ii) outside the EU, any tax corresponding to, or substantially similar to, the common system of value added tax referred to in paragraph (i) of this definition.

References to a "company" in this Document shall be construed so as to include any company, corporation or other body corporate, wherever and however incorporated or established.