Rule 4.41

Issued Share Capital

As at 14/05/2021 the total of ordinary shares issued is 54,750,001

Significant Shareholders

As at 14/05/2021 (being the latest practicable date prior to the publication of this Document) the Company has been notified or is aware of the following holdings which will, following Admission, represent more than three per cent. of the Issued Share Capital or voting rights of the Company:

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Name

Number of Ordinary Shares prior to Admission

% of Issued Share Capital prior to Admission

Number of Ordinary Shares on Admission

% of Issued Share Capital on Admission

Richard Griffiths

39,250,001

75.10%

39,250,001

71.69%

John Story

5,250,000

10.00%

7,750,000

14.16%

On Admission, the Significant Shareholders and Directors, will in aggregate, hold 47,250,000 Ordinary Shares, representing 87.21% per cent. of the Issued Share Capital. The Significant Shareholders and Directors have agreed with the Company and Peterhouse, save for certain standard exceptions, not to dispose of any interest in the Ordinary Shares held by them for a period of 12 months following Admission (“Lock-In Period”) and then for the following 12 months not to dispose of their Ordinary Shares without first consulting the Company and Peterhouse in order tomaintain an orderly market for the Shares.

Directors' Interests

On Admission the interests of the Directors and their immediate families and, so far as they are aware having made due and careful enquiries, of persons connected with them (all of which are beneficial, unless otherwise stated) (so far as is known to the Directors, or could with reasonable diligence be ascertained by them) (within the meaning of sections 252 to 254 of the UK Companies Act 2006) in the Issued Share Capital are and will be as follows:

Name

Number of Ordinary Shares on Admission

% of Issued Share Capital

 Richard Griffiths

39,250,001

71.69%

Oliver Egerton-Vernon

Nil

0%

Oana Crisan

Nil

0%

Andrew Jason Fearon

750,000

1.37%

Warrant Instrument

Pursuant to the Warrant Instrument dated 23/04/2021, the Company granted Richard Griffiths warrants to subscribe for 30,000,000 Ordinary Shares, exercisable at 40p pence per Ordinary Share at any time for a period of five years from the date of Admission and pursuant to the terms of the Warrant Instrument.

Corporate Governance

The Directors are committed to maintaining high standards of corporate governance, and propose, so far as is practicable given the Company’s size and nature, to comply with the QCA Code. The Company has established an Audit Committee and an AQSE Rules Compliance Committee with formally delegated duties and responsibilities. The Audit Committee will, on Admission, comprise Oana Crisan and Andrew Fearon, with Oana Crisan as chairman and the AQSE Rules Compliance Committee will, on Admission comprise Oliver Egerton-Vernon and Andrew Fearon, with Oliver Egerton-Vernon as chairman.

The composition of these committees may change over time as the composition of the board changes.

The Audit Committee will determine the terms of engagement of the Company’s auditors and will determine, in consultation with the auditors, the scope of the audit. The Audit Committee will receive and review reports from management and the Company’s auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Company. The Audit Committee will have unrestricted access to the Company’s auditors.

The AQSE Rules Compliance Committee will ensure that procedures, resources and controls are in place to ensure that AQSE Rules compliance by the Company is operating effectively at all times and that the executive directors are communicating effectively with the Company’s corporate adviser regarding the Company’s ongoing compliance with the AQSE Rules and in relation to all announcements and notifications and potential transactions. Due to the size and nature of the Company the Board do not believe a remuneration committee is suitable, however, the Board will continue to assess the need for such a committee taking into account the principles of good governance.

The Company has adopted a share dealing code for dealings in securities of the Company by the Directors and Persons Discharging Managerial Responsibility which is appropriate for a company whose shares are traded on the AQSE Growth Market. This will constitute the Company’s share dealing policy for the purpose of compliance with UK Legislation including the Market Abuse Regulation and Rule 68 of the AQSE Rules. It should be noted that the insider dealing legislation set out in the UK Criminal Justice Act 1993, as well as provisions relating to market abuse, will apply to the Company and dealings in Ordinary Shares.

The Company has implemented an anti-bribery and corruption policy and also implemented appropriate procedures to ensure that the Board, employees and consultants comply with the UK Bribery Act 2010.

The Directors have established financial controls and reporting procedures, which are considered appropriate given the size of and structure of the Company. These controls will be reviewed in the light of an investment or acquisition and adjusted accordingly.