1.

Introduction

a)

assist the Company and its staff in complying with their obligations under the UK Market Abuse Regulation (Regulation (EU) 596/2014), the AIM Rules for Companies, the U.S. federal securities laws (including the Exchange Act and Rule 10b-5 thereunder) and the rules of the NYSE American;

b)

ensure that directors, employees and other persons subject to this Share Dealing Policy do not abuse, or place themselves under suspicion of abusing, Inside Information that they may have or be thought to have, especially in periods leading up to announcements of the Company’s results;

c)

set out the Company’s procedures for identifying, handling and (where appropriate) delaying the disclosure of Inside Information; and

d)

minimise the risk of inadvertent market abuse by PDMRs, Applicable Employees and their connected persons.

a)

insider dealing (see paragraph 2 below);

b)

unlawful disclosure of inside information (see paragraph 3 below); and

c)

market manipulation (see paragraph 4 below).

2.

Insider Dealing

3.

Unlawful Disclosure of Inside Information

4.

Market Manipulation

5.

Civil Sanctions for Breach of Market Abuse Regime

a)

an unlimited financial penalty;

b)

a public statement that the person has engaged in market abuse;

c)

application to the court for an injunction to restrain threatened or continued market abuse or an injunction requiring a person to take steps to remedy market abuse or a freezing order;

d)

application to the court for a restitution order; or

e)

requiring the payment of compensation to victims.

6.

Criminal Sanctions for Breach of Market Abuse Regime

a)

deals in price-affected securities when in possession of ‘inside information’;

b)

encourages another person to deal in price-affected securities when in possession of inside information. The offence is committed when the encouragement is given, whether or not the other person acts on it; or

c)

discloses inside information, other than in the proper performance of his/her employment, office or profession.

a)

the information is, and he/she knows that the information is, inside information; and

b)

he/she has the information, and knows that he/she has the information, from an inside source.

a)

he/she has the information through being a director, employee or shareholder of an issuer of securities (not necessarily the company whose securities are the subject of the insider dealing); or

b)

he/she has access to the information by virtue of his/her employment, office or profession (for example, because he/she works for an adviser to the issuer); or

c)

the direct or indirect source of his/her information is a director, employee or shareholder of an issuer of securities.

a)

an unlimited fine; and/or

b)

imprisonment for a term not exceeding the general limit in a magistrates’ court on summary conviction or ten (10) years on conviction on indictment.

a)

make a false or misleading statement under section 89 of the Financial Services Act 2012;

b)

create a false or misleading impression as to the market in, or the price or value of, a relevant investment under section 90 of the Financial Services Act 2012; or

c)

make a false or misleading statement or crate a false or misleading impression in relation to specified benchmarks under section 91 of the Financial Services Act 2012.

a)

an unlimited fine; and/or

b)

imprisonment for a term not exceeding the general limit in a magistrates’ court on summary conviction or ten (10) years on conviction on indictment.

7.

General

a)

You must take care and, where appropriate, obtain legal advice and consult the Company’s nominated adviser and/or solicitors. For example, a dealing which may fall within an exemption of this Share Dealing Policy might still need to be disclosed to the Company. It is not a defence under the AIM Rules to seek legal advice and any such dealing should be discussed with the Company, which may need to consult with its nominated adviser.

b)

The preceding introduction and the rule headings in this document do not form part of this Share Dealing Policy, are for guidance and ease of reference only and are not to be construed as affecting the substance or interpretation of this Share Dealing Policy.

c)

Compliance with this Share Dealing Policy may not constitute a defence to any charge under applicable law.

d)

Part A of this Share Dealing Policy contains the Dealing clearance procedures which must be observed by the Company’s PDMRs, any person notified that they are on an “insider list” in accordance with Part A and those employees who have been told that the clearance procedures apply to them (collectively, “Restricted Persons”). This means that there will be certain times when such persons cannot Deal in Securities of the Company.

e)

Part B sets out certain additional obligations which apply only to PDMRs.

f)

Part C sets out the Company’s procedures for the identification, handling and disclosure of Inside Information.

g)

Failure by any person who is subject to this Share Dealing Policy to observe and comply with its requirements may result in disciplinary action. Depending on the circumstances, such non-compliance may also constitute a civil and/or criminal offence.

h)

The Company will not itself purchase or sell Securities of the Company (including by way of buy-back or market purchase) at a time when it is in possession of Inside Information that has not been made public, or during a Closed Period, other than the issue of Securities of the Company pursuant to the exercise or vesting of options, warrants or awards or other contractual commitments entered into before the relevant Closed Period began, or as otherwise permitted by applicable law and approved by the Board on the advice of the Nomad and the Company’s legal advisers.

i)

If you have any questions about this Share Dealing Policy, please speak to the Chairman or any other director designated by the Board for that purpose (as applicable).

8.

Definitions

1.

Inside Information

1.1

You cannot at any time tell anyone (including your family, friends and business acquaintances) any confidential information about the Group. In addition, if any information you have about the Company is Inside Information you cannot:

(a)

deal in any Securities of the Company or any instruments linked to them;

(b)

recommend, encourage or induce somebody else to do the same; and/or

(c)

disclose the Inside Information except where you are required to do so as part of your employment or duties (you will know if this is the case).

1.2

This behaviour is known as “insider dealing”. The prohibition applies even if you will not profit from the dealing.

1.3

All decisions as to whether a transaction, event or occurrence or other matter constitutes Inside Information will be taken by the Disclosure Officer, who shall report the decision to the Board as soon as reasonably practicable.

2.

Dealing by Restricted Persons

2.1

It is the Company’s policy that certain individuals from time to time be designated as a Restricted Person, because of their involvement in a particular transaction or business situation (for example, the annual results process) which means they may have access to Inside Information. You will be notified if you have been designated a Restricted Person and will also be notified when you are no longer a Restricted Person. If you are a PDMR you will always be considered a Restricted Person.

2.2

The Board has absolute discretion to designate any employee as a Restricted Person, thereby restricting that employee from Dealing in Securities of the Company, at any time. A Restricted Person must not Deal in Securities of the Company (i) whilst in possession of Inside Information (notwithstanding any clearance to Deal which may have been granted in accordance with this Share Dealing Policy); or (ii) in relation to a Restricted Person who is a PDMR, during a Closed Period unless the circumstances set out in paragraph 1.2 of Part B are relevant.

2.3

A Restricted Person must not Deal, and must procure that any PCAs must not Deal, in any Securities of the Company without obtaining clearance to Deal in advance in accordance with paragraph 3 of this Part A.

3.

Clearance to Deal

3.1

You must not Deal for yourself or for anyone else, directly or indirectly, in Securities of the Company without obtaining clearance from the Company in advance.

3.2

Applications for clearance to Deal must be made in writing and any such application should be submitted to the Company Secretary (who will liaise with the appropriate Designated Officer on your behalf) using the form set out in Schedule 1 (or by including the equivalent information in an email from your work email account). As well as requiring details about your proposed Dealing, submission of the form requires you to confirm that you do not have Inside Information. If you are a PDMR and you believe that any of the circumstances

3.3

You must not submit an application for clearance to Deal if you are in possession of Inside Information. If you become aware that you are or may be in possession of Inside Information after you submit an application, you must inform the Company Secretary or the appropriate Designated Officer as soon as possible and you must refrain from Dealing (even if you have been given clearance).

3.4

If you are unsure whether you are in possession of Inside Information or not, please contact the Company Secretary.

3.5

By submitting a clearance application, you will be deemed to have confirmed and agreed that:

(a)

the information included in the form is accurate and complete;

(b)

you are not in possession of Inside Information relating to the Company or any Securities of the Company and if this should change at any time before the transaction, you undertake not to proceed with the transaction;

(c)

if you are a PDMR, you are not requesting to Deal on considerations of a short-term nature other than as disclosed with your application;

(d)

if you are given clearance to Deal and you still wish to Deal, you will do so as soon as possible and in any event within two business days and you understand that this permission is no longer valid beyond that time; and

(e)

if you become aware that you are in possession of Inside Information before you Deal, you will inform the Company Secretary and refrain from Dealing.

3.6

You will receive a written response to your application, normally within five business days. The Company must maintain a record of the response to any Dealing request made by a Restricted Person and of any clearance given. The Company will not normally give you reasons if you are refused permission to Deal. You must keep any refusal confidential and not discuss it with any other person.

3.7

If you are given clearance, you must Deal as soon as possible and in any event within two business days of receiving clearance. In the event that you do not Deal within two business days, you must “refresh” the clearance to Deal (in accordance with this paragraph 3) before Dealing.

3.8

Clearance to Deal may be given subject to conditions. Where this is the case, you must observe those conditions when Dealing.

3.9

As a general rule, clearance will not be given during a Closed Period or any period where there exists any matter which constitutes Inside Information in relation to the Group. Permission may be given in certain situations but applications for clearance will be assessed on a case-by-case basis.

3.10

Save for in exceptional circumstances, you will not be given clearance to Deal in any Securities of the Company on considerations of a short-term nature. A sale of Securities of the Company which were acquired less than six months previously will be considered to be Dealing of a short-term nature. Permission may be given in limited situations but applications for clearance will be assessed on a case-by-case basis.

3.11

You must not enter into, amend or cancel a Trading Plan or an Investment Programme under which Securities of the Company may be purchased or sold unless clearance has been given to do so.

3.12

Different clearance procedures will apply where Dealing is being carried out by the Company in relation to an employee share plan (e.g. if the Company is making an option grant or share award to you, or shares are receivable on vesting under a long-term incentive plan). You will be notified separately of any arrangements for clearance if this applies to you.

3.13

If you act as the trustee of a trust, you should speak to the Designated Officer, Chairman, the Company Secretary or any other director designated by the Board for that purpose (as applicable) about your obligations in respect of any Dealing in Securities of the Company carried out by the trustee(s) of that trust.

3.14

You should seek further guidance from the Designated Officer, Chairman, or any other director designated by the Board for that purpose before transacting in:

(a)

units or shares in a collective investment undertaking (e.g. undertakings for collective investment in transferable securities or an alternative investment fund) which holds, or might hold, Securities of the Company; or

(b)

financial instruments which provide exposure to a portfolio of assets which has, or may have, an exposure to Securities of the Company.

3.15

This is the case even if you do not intend to transact in Securities of the Company by making the relevant investment.

3.16

Before seeking clearance to Deal, you must ensure that you are not bound by any lock-in arrangement entered into in connection with the admission of the Company’s shares to trading on AIM. If you are a director or officer of the Company or otherwise an “affiliate” of the Company for the purposes of the Securities Act, or you hold ordinary shares or ADSs that are “restricted securities” (for example, acquired on the exercise of warrants or options or in a private placement), any sale of ordinary shares or ADSs in the United States, on the NYSE American or to a U.S. person must be registered under the Securities Act or comply with an exemption.

4.

Insider Lists

4.1

You may from time to time also be notified by the Company that you are in possession of Inside Information and, if required, you may also be added to an Insider List (and you will be notified when this is no longer the case). If you are deemed to have Inside Information about the Group and/or have been notified that you are on an Insider List, you will be a Restricted Person.

4.2

The Company is required under MAR to maintain Insider Lists in respect of each piece of Inside Information. As an AIM-listed company, the Company must provide an Insider List to the FCA on request. The requirements for the maintenance of Insider Lists are set out in Part C.

1.

Circumstances for Refusal

1.1

You will not ordinarily be given clearance to Deal in Securities of the Company during any period when there exists any matter which constitutes Inside Information or during a Closed Period. In addition, if the person responsible for the clearance has reason to believe that the proposed Dealing is in breach of this Share Dealing Policy or any of the restrictions contained in the Market Abuse Regulation, they must refuse clearance.

1.2

The Company has a very limited ability to permit a PDMR to trade during a Closed Period but may, as an exception, allow a PDMR to do so where the proposed trading activity:

(a)

is a sale of shares in the Company and is necessary because of exceptional circumstances, extremely urgent, unforeseen and compelling reasons, such as severe financial difficulty, which require an immediate sale. When examining whether the circumstances described in the written request are exceptional, the following considerations will be taken into account, among other indicators:

(i)

whether and to the extent the PDMR is, at the moment of submitting its request, facing a legally enforceable commitment or claim, such as a court order; and

(ii)

whether and to the extent the PDMR has to fulfil, or is in a situation entered into before the beginning of the Closed Period requiring, the payment of sums to a third party (including a tax authority) and cannot reasonably satisfy a financial commitment or claim by means other than the immediate sale of Securities of the Company; or

(b)

is in relation to specific types of employee benefit scheme; or

(c)

is a transfer between the PDMR’s own security accounts and does not result in a change in beneficial ownership of the Securities of the Company; or

(d)

is in relation to (i) an undertaking or election to take up entitlements under a rights issue or other offer (including an offer for Securities of the Company in lieu of a cash dividend), (ii) the take up of entitlements under a rights issue or other offer or (iii) allowing entitlements to lapse under a rights issue or other offer; or

(e)

is a transfer between the PDMR’s own accounts (not including a personal pension scheme, family trust or jointly held account) and does not result in a change in the price of the Securities of the Company; or

(f)

is in relation to a share qualification contained in the Company’s articles of association and the PDMR has satisfactorily explained to the Company why the acquisition did not happen earlier,

1.3

A PDMR must talk to the appropriate Designated Officer in advance of any proposed transactions in Securities of the Company even when clearance is not required under this Share Dealing Policy, and must encourage any PCA to do the same.

1.4

If there is any doubt about the ability of any person to Deal, the Company’s legal advisers and Nomad should be consulted. In addition, the Company’s Nomad should be consulted at an early stage if a PDMR is seeking clearance to Deal in any of the circumstances set out in paragraph 1.2.

2.

Notification of Transactions

2.1

You must notify the Company and the FCA in writing of every Notifiable Transaction in Securities of the Company conducted for your account as follows:

(a)

Notifications to the Company must be made using the template in Schedule 2 and sent to the Company Secretary (who will forward it to the appropriate Designated Officer) as soon as practicable and in any event within one working day of the transaction date. You should ensure that your investment managers (whether discretionary or not) notify you of any Notifiable Transactions conducted on your behalf promptly so as to allow you to notify the Company within this time frame. Transactions in ADSs (including on the NYSE American) are Notifiable Transactions and must be notified in the same way.

(b)

Notifications to the FCA must be made promptly and in any event within three working days of the transaction date electronically using the PDMR form available on the FCA’s website. If you would like, the Company Secretary can assist you with this notification, provided that you ask him or her to do so within one working day of the transaction date.

(c)

If you are uncertain as to whether or not a particular transaction is a Notifiable Transaction, you must obtain guidance from the Company Secretary, the appropriate Designated Officer and the Company’s Nomad.

2.2

Once you have notified the Company of a Notifiable Transaction as required by paragraph 2.1(a), the Company must determine whether the information relating to the Notifiable Transaction is required to be made public in accordance with Article 19 of the Market Abuse Regulation and, if it is required to be made public, the Company will be required to make a market announcement of the Notifiable Transaction promptly and in any event within two working days of receipt of your notification. The Company will use the information in the notification sent to the Company Secretary in order to release the relevant Regulatory News Service announcement.

2.3

Pursuant to MAR, it is your personal responsibility, and that of each of your PCAs, to give the Company and the FCA full and accurate details of any dealings in the Securities of the Company carried out on your or their own account within the timescales set out in paragraph 2.1. In making the relevant dealing notifications to the FCA, the Company acts solely on your behalf and will not be liable to the FCA or anyone else if the information supplied by you or your PCA is inaccurate or incomplete.

3.

PCAs and Investment Managers

3.1

You must provide the Company with a list of your PCAs and notify the Company of any changes that need to be made to that list.

3.2

Your PCAs are also required to notify the Company and the FCA in writing, within the time frames given in paragraph 2.1, of every Notifiable Transaction conducted for their account. Please see Schedule 3 for examples of Notifiable Transactions. You should inform your PCAs in writing of this requirement and keep a copy; the Company Secretary will provide you with a letter that you can use to do this (included at Schedule 5 of this Share Dealing Policy). If your PCAs would like, the Company Secretary can assist them with the notification to the FCA, provided that your PCA asks the Company Secretary to do so within one business day of the transaction date. A copy of the form for notifying the FCA is available on the FCA’s website.

3.3

During a Closed Period, you must try to prevent (by taking the steps in paragraph 3.4 below) any Dealings in the Securities of the Company:

(a)

by or on behalf of any of your PCAs; and

(b)

by an investment manager acting on your behalf or on behalf of any of your PCAs where either you or any of your PCAs has funds under management with that investment manager, whether or not discretionary.

3.4

You must inform each of your PCAs and each investment manager acting on your or their behalf in writing:

(a)

of the Company’s name;

(b)

of the Closed Periods when they cannot Deal in the Securities of the Company;

(c)

of any other times when you know you cannot Deal in the Securities of the Company because you have Inside Information about the Company (unless by doing so you would breach your duty of confidentiality to the Company);

(d)

that they must tell you immediately of their intention to Deal in the Securities of the Company so that you may seek clearance to deal; and

(e)

that they must inform you promptly of any subsequent Dealings in the Securities of the Company so that you can notify the Company of such Dealing.

3.5

If you have a life partner who does not satisfy the strict definition of a PCA but you are cohabiting, you are requested to ask them not to Deal (whether directly or through an investment manager) in Securities of the Company during Closed Periods and not to deal on considerations of a short-term nature. The Company will provide a letter which you can pass on to your partner to explain the reasons for this.

1.

Disclosure Officer

2.

Responsibility for Record Keeping

3.

Website

4.

Deciding whether information is inside information

a)

is of a precise nature (i.e. it indicates a set of circumstances or event (current, future,

b)

has not been made public;

c)

relates (directly or indirectly) to one or more issuers (e.g. the Company) or to one or more financial instruments;

d)

if it were made public, would be likely to have a significant effect on the prices of those financial instruments or on the price of related derivative financial instruments (e.g. Contracts for Difference). MAR sets out that this should be interpreted as meaning information a reasonable investor would be likely to use as part of the basis of his investment decisions (which potentially extends the definition beyond price sensitivity). A “significant effect” on price has been interpreted to mean “non-trivial”.

5.

Deciding whether to delay the announcement of inside information

a)

immediate disclosure is likely to prejudice the legitimate interests of the Company (e.g. if the Company is in the course of negotiations to acquire another business and public disclosure of that fact would be likely to jeopardise the negotiations or the issuer is in the process of preparing a periodic financial report and immediate public disclosure of information to be included in the report would impact on the orderly production and release of the report and could result in the incorrect assessment of the information by the public);

b)

delay of disclosure is not likely to mislead the public; and

c)

the Company is able to ensure the confidentiality of the information.

5.1

inform the other members of the Board about the inside information;

5.2

determine (in consultation with the Company Secretary and the Company’s Nomad (as necessary and practicable in the circumstances)) whether the information should be announced immediately or whether it is appropriate to delay the announcement;

5.3

if it is not considered appropriate to delay the announcement:

(a)

an announcement shall be drawn up, signed off and released as soon as possible in accordance with the usual practice of the Company in consultation with its Nomad (including the NYSE American notification and Form 6-K steps described in paragraph 7 below); and

(b)

a copy of the announcement shall be posted on the Company’s website as soon as possible following release of the announcement;

5.4

if it is considered appropriate to delay the disclosure of the information, the Disclosure Officer shall confirm if all the Conditions for delay are met;

5.5

if the Conditions are not met, the information will need to be announced as soon as possible as per 5.3. above;

5.6

if the Conditions are met:

(a)

if delay is permitted under the AIM Rules (which should be confirmed with the Nomad), the Disclosure Officer must record the decision and the information set out in Schedule 6 (“Schedule 6 Information”) and email it to the Record Keeper as soon as possible after the decision is made. If the Record Keeper was at the relevant Disclosure Officer meeting, they may draft the relevant record and information for approval by the Disclosure Officer;

(b)

the Record Keeper shall create a new matter specific Specific Insider List and include thereon the persons identified in the Schedule 6 Information provided (unless they appear on the Permanent Insider List) and request any additional information required to complete the Specific Insider List in respect of each person;

(c)

the Record Keeper shall create a new Delayed Disclosure Record and update it according to the details provided in the Schedule 6 Information;

(d)

the Record Keeper shall send (or procure the sending) to each of the persons on the relevant Specific Insider List, a notice in substantially the form set out in Schedule 8 informing them that they are on the insider list and explaining their duties (“Insider Notice”) and requesting each recipient to complete the required details for the Specific Insider List and confirm their understanding of their obligations; and

(e)

the Disclosure Officer shall determine which persons or categories of persons need to know the inside information;

5.7

the Disclosure Officer shall nominate appropriate members to take primary responsibility for monitoring compliance with the Conditions;

5.8

the Disclosure Officer shall, in consultation with the Nomad, consider the need to prepare an appropriate announcement to be released in the event of a suspected leak, prepare the same if necessary and keep the same under review.

6.

During the period of delay in disclosing inside information

6.1

Inside information may only be given to those persons or categories of persons who have been approved by the Disclosure Officer. Such persons must be bound by an obligation of confidentiality and aware that they are not able to trade in the Company’s securities until the information has been publicly announced. Clarification should be sought where necessary from a member of the Board prior to disclosing inside information to any new person or category of person.

6.2

Documents concerning inside information held by the Company should be password protected and, where possible, not stored on a common drive which is generally accessible. The password should not be provided to anyone who has not been approved to receive it by a member of the Board. Even where a person may be aware of the general nature of the inside information, there may be good reason to limit access to more detailed information (e.g. due diligence reports and draft transaction documents).

6.3

Where inside information is contained in hard copy documents, the documents should not be shared save with those persons approved by a member of the Board to receive them. These documents must also not be left out and should be locked or hidden away when not in use. Hard copy documents should be shredded prior to disposal.

6.4

Telephone and in person discussions relating to inside information (whether on or off the Company’s premises) must be conducted in private so that persons who are not party to the information are not able to overhear it.

6.5

Where any new person is given the inside information, that person and the time that they became inside shall be notified to the Chief Financial Officer and the Record Keeper to add to the Specific Insider List and the Record Keeper shall send them an Insider Notice and request their details for the list.

6.6

The person within the Company disclosing the inside information to a person who is not already on the Insider List shall be responsible for advising the Record Keeper of the new person’s details.

6.7

Where the details of any person on an Insider List change or the reason for their inclusion on the Insider List changes, they shall notify the Record Keeper as soon as possible and the Record Keeper shall update the Insider List as necessary.

6.8

Where a person ceases to have access to inside information, the Record Keeper shall be informed and the Insider List updated accordingly.

6.9

Where external parties are involved, they must be made aware that information is considered by the Company to be inside at or before the time it is provided (or if it becomes inside subsequently, as soon as reasonably practicable thereafter). It should not be provided to any person who is not obliged to maintain the confidentiality of the information. The Record Keeper should be made aware of which external parties are aware of the inside information and may confirm with those parties that they are keeping their own insider lists (although this is not an obligation of the Company).

6.10

If a leak is suspected (accidental or otherwise), it shall be immediately brought to the attention of the Board and the Disclosure Officer shall be notified immediately and shall (in conjunction with advisers if necessary) investigate and determine whether a leak has taken place which has not or cannot be successfully contained (e.g. it was given to an unauthorised staff member by accident but appropriately addressed to prevent further disclosure) and necessitates an immediate announcement of the inside information. If an announcement is required:

(a)

the Board shall be advised by the Disclosure Officer; and

(b)

an announcement shall be drawn up, signed off and released as soon as possible in accordance with the Company’s normal procedures (in consultation with the Company’s Nomad and legal advisers as necessary);

(c)

the announcement shall also be posted on the Company’s website as soon as possible after release for a period of at least five years;

(d)

the Record Keeper shall be informed;

(e)

the Record Keeper shall be responsible for lodging a notification of delayed disclosure with the FCA following release of the announcement if necessary;

(f)

the Record Keeper shall update the Insider List and close it if necessary; and

(g)

any person who received a market sounding from the Company in respect of the inside information shall be informed if the information (or part of it as appropriate) has ceased to be inside in accordance with Article 11 of MAR and the associated technical standards.

6.11

During the period of delay, the Disclosure Officer shall keep the Conditions under review at reasonable periodic intervals and on the occurrence of any event or discovery of new information which might affect how or if the Conditions are being met.

(a)

If the Disclosure Officer is satisfied (having consulted with the Company’s Board, legal advisers, the Company Secretary and/or Nomad if necessary) that the Conditions remain satisfied following a review, it shall confirm the same to the Record Keeper by email confirming the time and date of the review and whether there has been any change to the reasons why the Conditions are fulfilled since the last

(b)

In the event of any change in circumstances that means that the Conditions are no longer fulfilled, the Disclosure Officer shall inform the Board immediately. An announcement will be required and the procedure set out in paragraph 5.3 above shall be followed.

7.

Deciding to release inside information

7.1

the Board shall be advised by the Disclosure Officer;

7.2

an announcement shall be drawn up, signed off and released as soon as possible in accordance with the Company’s normal procedures (in consultation with the Company’s Nomad and legal advisers as necessary);

7.3

where the announcement is to be released at a time when the NYSE American is open for trading (or shortly before the opening of trading), the Company shall notify the NYSE American in advance in accordance with Sections 401 and 402 of the NYSE American Company Guide (which require at least ten minutes’ prior notice of the release of material news during, or shortly before, U.S. trading hours), and the announcement shall be furnished to the SEC under cover of Form 6-K promptly following its release to a Regulatory News Service;

7.4

the announcement shall also be posted on the Company’s website as soon as possible after release for a period of at least five years;

7.5

the Record Keeper shall be informed;

7.6

the Record Keeper shall be responsible for lodging the required notification of delayed disclosure with the FCA following release of the announcement (via the prescribed form on the FCA website www.fca.org.uk). The contents of the notification are set out in the form in Schedule 7; and

7.7

the Record Keeper shall update and close the Insider Lists; and

7.8

any person who received a market sounding from the Company in respect of the inside information shall be informed that the information has ceased to be inside in accordance with Article 11 of MAR and the associated technical standards. Where the Company’s broker conducted a market sounding on behalf of the Company, they will be responsible for ensuring this is done.

8.

Advisers

a)

the information included in this form is accurate and complete;

b)

you are not in possession of Inside Information relating to the Company or any Securities of the Company and if this should change at any time before the transaction, you undertake not to proceed with the transaction;

c)

if you are given clearance to Deal and you still wish to Deal, you will do so as soon as possible and in any event within two business days and you understand that this permission is no longer valid beyond that time;

d)

if you become aware that you are in possession of Inside Information before you Deal, you will inform the Company Secretary and refrain from Dealing; and

e)

immediately after the transaction takes place and in any event within one working day of the transaction, you will notify the Company Secretary of the dealing in accordance with the Share Dealing Policy.

a)

An acquisition, disposal, short sale, subscription or exchange.

b)

The acceptance or exercise of a share option or award, including of a share option/award granted to managers or employees as part of their remuneration package, and the disposal of shares stemming from the exercise and/or vesting of a share option/award.

c)

Entering into or exercising equity swaps.

d)

Transactions in or related to derivatives, including cash-settled transactions and phantom options.

e)

Entering into a contract for difference on a Security of the Company.

f)

The acquisition, disposal or exercise of rights, including put and call options, and warrants.

g)

Subscriptions to a capital increase or debt instrument issuance of the Company.

h)

Transactions in derivatives and financial instruments linked to a debt instrument of the Company, including credit default swaps.

i)

Conditional transactions, upon the occurrence of the conditions and actual execution of the transactions.

j)

Automatic or non-automatic conversion of a financial instrument into another financial instrument, including the exchange of convertible bonds to shares.

k)

Gifts and donations made or received, and inheritance received.

l)

Transactions executed in index-related products, baskets and derivatives.

m)

Transactions executed by a manager of an alternative investment fund in which the PDMR or its PCA has invested.

n)

Transactions executed in shares or units of investment funds, including alternative investment funds.

o)

Transactions executed by a third party under an individual portfolio or asset management mandate on behalf or for the benefit of a PDMR or their PCA.

p)

Borrowing or lending of shares or debt instruments of the Company or derivatives or other financial instruments linked to them.

q)

The pledging or lending of financial instruments or other Securities of the Company by or on behalf of a PDMR or a PCA. A pledge or similar security interest, of financial instruments in connection with the depositing of the financial instruments in a custody account does not need to be notified, unless and until such time that such pledge or other security interest is designated to secure a specific credit facility.

r)

Transactions undertaken by persons professionally arranging or executing transactions or by another person on behalf of a PDMR or a PCA, including where discretion is exercised.

s)

Transactions made under a life insurance policy, where the policyholder is a PDMR or a PCA and they bear the investment risk and have the power or discretion to make investment decisions regarding specific instruments in relation to the policy or to execute transactions regarding specific instruments for that policy. No notification obligation is imposed on the insurance company.

a)

the notification obligations applying to any person discharging managerial responsibilities within the Company and/or one of its subsidiaries (a “PDMR”); and

b)

the notification obligations applying to persons closely associated with PDMRs.

a)

your spouse or civil partner;

b)

your dependent children, meaning children or stepchildren under the age of 18 years, who are unmarried and do not have a civil partner;

c)

a relative who has shared the same household for at least one year on the date of the transaction concerned; or

d)

a legal person, corporate body, trust or partnership whose managerial responsibilities are discharged by a PDMR or by a person referred to in any of paragraphs (a) to (c) above, which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person, or the economic interests of which are substantially equivalent to those of such a person.

a)

engage or attempt to engage in insider dealing;

b)

recommend that another person engage in insider dealing or induce another person to engage in insider dealing; or

c)

unlawfully disclose Inside Information.

a)

substantial fines;

b)

confiscation of profits made or losses avoided;

c)

public or private censure;

d)

a cease and desist order in relation to the offending conduct; and

e)

where a person works in an investment firm and exercises managerial responsibilities in that firm, temporary or permanent prohibition from exercising management functions.

a)

When in possession of Inside Information about the Company, you are required to draw up and maintain a list (an “Insider List”) of individuals working on the Company’s account (under a contract of employment or otherwise) who may from time to time possess, or have access to, Inside Information about the Company.

b)

Such Insider List must include: (i) in respect of each individual therein, all the information that would be required under MAR were the FCA to request a copy of the Insider List; (ii) the reason why each individual is on the Insider List; and (iii) the date on which the Insider List was created and updated.

c)

The Insider List must be promptly updated: (i) when there is a change to the reason why an individual is already on the Insider List; (ii) when any individual who is not already on the Insider List is provided with access to Inside Information; and (iii) to indicate the date on which an individual already on the Insider List no longer has access to Inside Information.

d)

The Insider List must be kept for a period of not less than five years from the date on which such Insider List was created or updated (whichever is later).

e)

You must provide the FCA with a copy of the Insider List as soon as possible upon request.

f)

You must inform the Company when there is a change to the principal contact at your organisation for the purposes of the above.