Southern Energy Announces Financings to Ramp Up Liquids-Rich Gas Production Across High Quality Gulf Coast Assets, Feeding a Growing Demand for U.S. Natural Gas at Premium Pricing

THIS ANNOUNCEMENT (THE "ANNOUNCEMENT”), INCLUDING THE APPENDIX TO THIS ANNOUNCEMENT (THE "APPENDIX”), AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES (ITS TERRITORIES OR POSSESSIONS), AUSTRALIA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT, INCLUDING THE APPENDIX, IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE: (A) A PROSPECTUS OR OFFERING MEMORANDUM; (B) AN ADMISSION DOCUMENT PREPARED IN ACCORDANCE WITH THE AIM RULES; OR (C) AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDIX DOES NOT CONSTITUTE OR CONTAIN, AND SHOULD NOT BE CONSTRUED AS, ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF SOUTHERN ENERGY CORP. IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (REGULATION 596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

CALGARY, Alberta, March 12, 2025 (GLOBE NEWSWIRE) -- Southern Energy Corp. ("Southern” or the "Company”) (TSXV:SOU, AIM:SOUC) is pleased to announce its intention to conduct an equity fundraise to raise aggregate gross proceeds of approximately US$6.0 million (approximately £4.8 million / C$8.5 million) of units of the Company ("Units”), at a price of 4.3 pence (the "Placing Price”) or C$0.08 per Unit (the "Prospectus Price”).

The fundraising consists of a placing of new Units to new and existing institutional investors on AIM (the "Placing”) and a concurrent public offering of new Units in Canada (the "Prospectus Offering” and, together with the Placing, the "Fundraising”), including an intended subscription by certain Directors and members of the Company's senior management. Each Unit will consist of one new Common Share and one half of one Common Share purchase Warrant. Each whole Warrant will entitle the holder to subscribe for and purchase one Common Share at an exercise price of price of 5.3 pence (in the case of the Placing) or C$0.10 per Common Share (in the case of the Prospectus Offering) for a period of 36 months following closing of the Fundraising.

The Fundraising will launch immediately following the release of this Announcement. Research Capital Corporation ("RCC”) is acting as sole agent and sole bookrunner (the "Agent”) in connection with the Prospectus Offering. Tennyson Securities, a trading name of Shard Capital Partners LLP ("Tennyson Securities”) and Hannam & Partners, a trading name of H&P Advisory Limited ("H&P”) are acting as joint bookrunners (the "Joint Bookrunners”) in connection with the Placing.

Overview of the Fundraising

• Southern intends to conduct an approximate US$6.0 million equity fundraise to accelerate the completion of its three drilled and uncompleted ("DUC”) wells, drilled as part of its Q1 2023 drilling campaign on its Gwinville acreage, as well as fully funding (alongside cashflow) the drilling of two vertical Cotton Valley wells on its Mechanicsburg acreage;
• The Company expects to benefit from strengthening U.S. natural gas prices in the near-term, currently > US$4.40/MMbtu (equivalent to C$6.40/MMbtu), further supporting the timing for completion of the DUC wells;
• The accelerated development program in Gwinville and Mechanicsburg is anticipated to be accretive to Southern through the addition of > US$20.0 million ⁽¹⁾ in proved developed producing ("PDP”) NPV10 value;
• Based on type curve estimates, the Company expects the Gwinville DUCs, once completed, to have initial production (IP30) rates of approximately 5.5 MMcf/d per well, with expected ultimate recovery per well of approximately 3.5 Bcfe, while the Mechanicsburg wells are expected to have IP30 rates of approximately 4.2 MMcf/d plus 75 bbl/d of liquids per well, with ultimate recovery per well of approximately 3.7 Bcfe;
• The Gwinville DUCs are expected to have an IRR of 86% ⁽²⁾ while the new Mechanicsburg wells are expected to have an IRR of 77%;
• Completion of the Gwinville DUCs and Mechanicsburg drilling is expected to begin in Q2 2025 and will provide Southern with a significant platform for organic growth, with production expected to reach > 4,000 boepd by year-end 2025, representing approximately 100% growth;
• The Company has identified over 100 additional horizontal drilling locations at Gwinville which it will target for development in appropriate gas price environments. Future wells are expected to achieve a ~ 30% IRR at a natural gas price of US$3.75/MMBtu;
• The net proceeds from the Fundraising are expected to fully fund, alongside existing cash, cash flows and undrawn debt facilities, the completion of the Gwinville DUCs at a cost of approximately US$2.5 million per well and the drilling of the Mechanicsburg wells at a cost of approximately US$3.5 million;
• The Company has executed an amendment to the Credit Facility to reduce monthly principal amortization payments to approximately 15% per annum, which is expected to free up more than $2.5 million over the remaining term of the loan to support continued organic growth;
• The Company intends to seek the approval of the holders of its outstanding convertible unsecured subordinated debentures (the "Debentures"), by way of obtaining extraordinary resolutions of greater than 66.67% of the aggregate principal amount of the Debentures, to amend the terms of the indenture governing the Debentures such that, subject to and concurrent with the completion of the Fundraising, an amount equal to 102.5% of the principal amount outstanding under the Debentures plus all accrued and unpaid interest as of the closing date would convert into Units at the Prospectus Price (the "Debenture Amendment"). The completion of the Debenture Amendment and the issuance of the Units upon the conversion of the Debentures remain subject to acceptance of the TSXV. The Units to be issued pursuant to the Debenture Amendment will be subject to customary lock-up provisions.

"I am pleased to announce the launch of our proposed fundraising today, which will accelerate Southern's work program, starting with the completion of the three DUC wells in our Gwinville acreage in Mississippi. After pausing our previous development program at the end of Q1 2023, we are excited to resume operations at Gwinville to capitalize on the significant uptick in Henry Hub natural gas pricing and bring this high-impact production on-line. Current Henry Hub natural gas pricing is very supportive with balance of 2025 and calendar year 2026 averaging greater than US$4.80/MMBtu and US$4.40/MMBtu, respectively. In addition, Southern continues to receive strong basis premium pricing that was approximately 15% higher on average than Henry Hub in January and February 2025. We've made a significant capital investment in these wells, and we are now positioned to realize substantial cash flow generation as we rapidly ramp up production in a short timeframe alongside a very constructive natural gas price.

"We continue to see an increasingly positive macro environment for the U.S. natural gas market, and we believe that Southern is firmly positioned to capitalize on the opportunity presented to us through this structural imbalance. Today's capital raise will enable us to increase our exposure to the opportunity, as we see gas prices react to increasing LNG export capacity from the U.S. Gulf Coast region, increasing natural gas fired power consumption, and seasonal demand factors. I look forward to allocating the raised capital to our portfolio of highly productive and profitable assets, and increasing shareholder value as we enter a resurgent U.S. natural gas market.”

Summary on Fundraising

• A Placing of new Units (the "Placing Units”) to new and existing institutional investors at the Placing Price. The Placing will be conducted through an accelerated bookbuild process (the "Bookbuild”) which will launch immediately following the release of this Announcement. The Placing is subject to the terms and conditions set out in the Appendix to this Announcement (which forms part of this announcement);

• A concurrent Prospectus Offering of new Units (the "Prospectus Units”) on a best efforts agency basis at the Prospectus Price. The Prospectus Offering will be conducted pursuant to the terms and conditions of an agency agreement to be entered into between the Company, RCC as sole bookrunner and sole agent. The size of the Prospectus Offering will be determined in the context of the market at the time of entering into a definitive agency agreement between the Company and the Agent; and

• Certain directors and members of senior management of the Company forming part of a president's list are expected to subscribe into the Fundraising alongside investors.

• The Prospectus Offering will be conducted pursuant to the Company's Canadian base shelf prospectus dated 28 November 2024 (the "Base Shelf Prospectus”). A prospectus supplement (the "Prospectus Supplement”) relating to the Prospectus Offering will be filed in each of the provinces of Canada, other than Quebec. Copies of the Prospectus Supplement and accompanying Base Shelf Prospectus, when available, can be obtained free of charge under the Company's profile on SEDAR+ at www.sedarplus.ca. Delivery of the Base Shelf Prospectus and the Prospectus Supplement and any amendments thereto will be satisfied in accordance with the "access equals delivery” provisions of applicable Canadian securities legislation, such that the Company intends to file the Prospectus Supplement within two business days. The Base Shelf Prospectus and the Prospectus Supplement will contain important detailed information about the Company and the Prospectus Financing. Prospective investors should read the Prospectus Supplement and accompanying Base Shelf Prospectus and the other documents the Company has filed on SEDAR+ at www.sedarplus.ca before making an investment decision. The Prospectus Offering is expected to close on or around 24 March 2025, and is conditional on the Company obtaining the extraordinary resolutions in connection with the Debenture Amendment, and subject customary closing conditions, including the approval of the TSX Venture Exchange (the "TSXV”).
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• The number of Placing Units and Prospectus Units (and the underlying Common Shares and Warrants) to be issued will be determined by the Company following completion of the Bookbuild in consultation with the Joint Bookrunners and RCC.
• The Bookbuild is currently expected to close no later than 4.00 p.m. (GMT) on 14 March 2025, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice, and is conditional on the Company obtaining the extraordinary resolutions in connection with the Debenture Amendment.

• On January 31, 2025, Southern repaid principal amount US$1.45 million resulting in a current net principal balance outstanding of US$14.7 million.
• In conjunction with the Fundraising, Southern has executed an amendment to the Credit Facility revising monthly principal amortization to approximately 15% per annum and modifying Asset Coverage financial covenant to 1.75x until January 1, 2026 and 2.0x thereafter, with such amendments to be made effective upon the completion of the Fundraising for aggregate gross proceeds of at least US$6.0 million.

The Placing is being conducted through an accelerated bookbuild process to eligible institutional investors and will launch immediately following the release of this Announcement. The Company expects to close the Bookbuild no later than 4.00 p.m. (GMT) on 14 March 2025, but the Joint Bookrunners and the Company reserve the right to close the Bookbuild earlier or later, without further notice.

Details of the results of the Placing will be announced as soon as practicable after the close of the Bookbuild. The Placing is not being underwritten. The Placing is conditional on Minimum Gross Proceeds of US$6.0 million being raised pursuant to the Fundraising. The Common Shares and Warrants underlying the Placing Units, when issued, will be fully paid and such Common Shares will rank pari passu in all respects with the Company's existing Common Shares.

The Company has granted to the Agent an option (the "Over-Allotment Option”), exercisable, in whole or in part, in the sole discretion of the Agent, to purchase up to an additional number of Units, and/or the components thereof, that in aggregate would be equal to 15% of the total number of Units to be issued under the Prospectus Offering, to cover over-allotments, if any, and for market stabilization purposes, exercisable at any time and from time to time up to 30 days following the closing of the Prospectus Offering.

This Announcement should be read in its entirety. Investors' attention is drawn to the detailed Terms and Conditions of the Placing. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Units, investors will be deemed to have read and understood this announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the conditions of the Placing contained here, and to be providing the representations, warranties and acknowledgements contained in the Terms and Conditions.

The Company intends that the Placing will be conducted in conjunction with the Prospectus Offering.

Certain of the Directors and members of the Company's senior management team have indicated their intention to participate in the Fundraising.

Application will be made to: (a) the London Stock Exchange plc for admission of the Common Shares (including the Common Shares issuable upon the exercise of the Warrants) underlying the Placing Units and the Prospectus Units to trading on AIM; and (b) the TSXV for listing of the Common Shares (including the Common Shares issuable upon the exercise of the Warrants) underlying the Placing Units and the Prospectus Units for trading on the facilities of the TSXV. Expected timing for admission of the Common Shares underlying the Placing Units to trading on AIM and the Common Shares underlying the Prospectus Units to trading on the TSXV is as set out in the 'Expected Timetable of Principal Events' below. Final confirmation of the expected timing for admission of such Common Shares will be confirmed in due course and is subject to a number of conditions, including, without limitation, the entering into of a definitive agency agreement and receipt of all regulatory approvals, including the approval of the TSXV.

Without prior written approval of the TSXV and compliance with all applicable Canadian securities laws, the Common Shares and Warrants underlying the Placing Units may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSXV or otherwise in Canada or to or for the benefit of a Canadian resident until the date that is four months and a day after the date of issuance.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance or the South African Reserve Bank; and the Placing Units have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of United States, Australia, New Zealand, Canada, Japan or South Africa. Accordingly, the Common Shares and Warrants underlying the Placing Units may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan or South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful.

The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States, and accordingly, may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state or local securities laws. The securities described herein are being offered and sold outside the United States in "offshore transactions” as defined in and in reliance on Regulation S under the U.S. Securities Act. This Announcement shall not constitute or form part of, and should not be construed as, an offer or invitation to sell or issue, or any solicitation to purchase or subscribe for, or otherwise invest in, any of the Company's securities in any jurisdiction, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. There has been and will be no public offer of the Company's securities in Australia, New Zealand, Japan, South Africa, the United States or elsewhere, other than the Prospectus Offering in each of the provinces of Canada, except Québec.

Expected Timetable of Principal Events

Gary McMurren, COO, who has over 24 years of relevant experience in the oil industry and has reviewed and approved the technical information contained in this Announcement. Mr. McMurren is registered as a Professional Engineer with the Association of Professional Engineers and Geoscientists of Alberta and received a Bachelor of Science degree in Chemical Engineering (with distinction) from the University of Alberta.

Footnotes

1. Figures based on 3 March 2025 strip pricing, and assuming 100% working interest.
2. Figures based on flat commodity pricing of US$3.50/MMBtu for natural gas and US$75/bbl for WTI.
3. See "Specified Financial Measures” under "Reader Advisory” below.

TERMS AND CONDITIONS OF THE PLACING

THIS ANNOUNCEMENT, INCLUDING THE TERMS AND CONDITIONS SET OUT IN THIS APPENDIX (THE "TERMS AND CONDITIONS"), IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THESE TERMS AND CONDITIONS ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS WHO ARE IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA AND ARE, UNLESS OTHERWISE AGREED BY THE JOINT BOOKRUNNERS, ("QUALIFIED INVESTORS") AS DEFINED IN ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (WHICH MEANS REGULATION (EU) 2017/1129 AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURES IN ANY MEMBER STATE) (THE "PROSPECTUS REGULATION"); AND/OR (B) IN THE UNITED KINGDOM, PERSONS WHO ARE (I) QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(E) OF THE PROSPECTUS REGULATION (AS IT FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUWA); AND (II) "INVESTMENT PROFESSIONALS" WITHIN THE MEANING OF ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THESE TERMS AND CONDITIONS ARE A FINANCIAL PROMOTION, WHICH IS EXEMPT FROM THE GENERAL RESTRICTION IN SECTION 21 OF FSMA ON THE COMMUNICATION OF INVITATIONS OR INDUCEMENTS TO ENGAGE IN INVESTMENT ACTIVITY, ON THE GROUNDS THAT IT IS ONLY BEING DISTRIBUTED TO RELEVANT PERSONS. ACCORDINGLY, THESE TERMS AND CONDITIONS MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. DISTRIBUTION OF THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED OR PROHIBITED BY LAW. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.

THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAWS OF ANY JURISDICTION. THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN THE UNITED STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. NO PUBLIC OFFERING OF SECURITIES IS BEING MADE IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO THE LEGAL, TAX, BUSINESS AND RELATED IMPLICATIONS OF AN INVESTMENT IN PLACING SHARES AND WARRANTS. THE PRICE OF SHARES AND THE INCOME FROM THEM (IF ANY) MAY GO DOWN AS WELL AS UP AND INVESTORS MAY NOT GET BACK THE FULL AMOUNT INVESTED ON A DISPOSAL OF THEIR SHARES. The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada in respect of the issuance of the Placing Shares and grant of the Warrants; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance, the South African Reserve Bank or, in respect of the Placing Shares, any securities commission in Canada; and the Placing Shares and Warrants have not been, nor will they be, registered or qualified for distribution, as applicable under or offered in compliance with the securities laws of any state, province or territory of Australia, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer, sale, resale or delivery would be unlawful. Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares and Warrants have been subject to a product approval process, which has determined that the Placing Shares and Warrants are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by the UK Product Governance Rules (the "UK Target Market Assessment").

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" and/or "distributor" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares and Warrants have been subject to a product approval process, which has determined that the Placing Shares and Warrants are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties (each as defined in MiFID II); and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment").

Notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, distributors should note that: the price of the Common Shares may decline and investors could lose all or part of their investment; the Common Shares offer no guaranteed income and no capital protection; and an investment in the Common Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom.

Each of the UK Target Market Assessment and the EU Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment and the EU Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties each as defined under COBS or MiFID II, as applicable.

For the avoidance of doubt, each of the UK Target Market Assessment and the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS or MiFID II, as applicable; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Common Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and Warrants and determining appropriate distribution channels.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement (or any part of it) should seek appropriate advice before taking any action.

These terms and conditions apply to persons making an offer to acquire Placing Shares and Warrants. Each Placee hereby agrees with the Joint Bookrunners and the Company to be bound by these terms and conditions as being the terms and conditions upon which Placing Shares will be issued or acquired and Warrants granted. A Placee shall, without limitation, become so bound if a Bookrunner confirms to such Placee its allocation of Placing Shares and Warrants.

Upon being notified of its allocation of Placing Shares and Warrants, a Placee shall be contractually committed to acquire the number of Placing Shares allocated to it at the Placing Price and Warrants and, to the fullest extent permitted by law, will be deemed to have agreed not to exercise any rights to rescind or terminate or otherwise withdraw from such commitment.

In this Terms and Conditions, unless the context otherwise requires, "Placee" means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for or acquire Placing Shares and Warrants has been given.

Details of the Placing Agreement and the Placing Shares

The Joint Bookrunners and the Company have entered into a Placing Agreement, under which the Joint Bookrunners have, on the terms and subject to the conditions set out therein, undertaken to use their reasonable endeavours to procure subscribers for Placing Shares at the Placing Price. The Placing is not being underwritten by either of the Joint Bookrunners or any other person. For every two Placing Shares subscribed for, the Placee will also be granted one Warrant. Each Warrant will entitle the Placee to subscribe for one Common Share at a price of 5.3 pence per Common Share for a period of 36 months. The Warrants will be unlisted and no application will be made for the Warrants to be admitted to trading on AIM or any other stock exchange.

The number of Placing Shares and Warrants will be determined following completion of the Bookbuild. The timing of the closing of the Bookbuild, the number of Placing Shares and Warrants and their allocations are at the discretion of the Joint Bookrunners, following consultation with the Company. Allocations will be confirmed orally or by email by the relevant Bookrunner following the close of the Bookbuild. An announcement confirming these details will then be made by the Company as soon as practicable following completion of the Bookbuild.

The Placing Shares will, when issued, be subject to the Articles, will be credited as fully paid and non-assessable and rank equally in all respects with the existing Common Shares (and the new Common Shares to be issued pursuant to the Prospectus Offering), including the right to receive all dividends and other distributions (if any) declared, made or paid on or in respect of Common Shares after the date of issue of the Placing Shares.

Subject to Admission, the Placing Shares will trade on AIM under the trading symbol "SOUC" and with ISIN CA8428133059.

Other than in accordance with TSXV Rules and compliance with all Canadian Securities Laws, the Placing Shares may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSXV or otherwise in Canada or to or for the benefit of a Canadian resident until the date that is four months and a day after the date of issuance of such Placing Shares.

Application for admission to trading

Application will be made to: (a) the London Stock Exchange plc for admission of the Placing Shares and the Prospectus Shares to trading on AIM; and (b) the TSXV for listing of the Placing Shares and the Prospectus Shares for trading on the facilities of the TSXV. It is expected that settlement of any such shares (via Depositary Interests) and Admission will become effective at 8.00 a.m. on or around 26 March 2025 and that dealings in the Placing Shares and Prospectus Shares will commence at that time.

Bookbuild

The Joint Bookrunners are conducting a bookbuilding process to determine demand for participation in the Placing by potential Placees at the Placing Price. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing. No commissions will be paid to Placees or by Placees in respect of any Placing Shares or Warrants.

The Joint Bookrunners and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

The principal terms of the Placing are as follows:

1.     The Joint Bookrunners are arranging the Placing as agents for, and brokers of, the Company.

2.     Participation in the Placing is only available to persons who are lawfully able to be, and have been, invited to participate by a Bookrunner.

3.     The Bookbuild will establish the number of Placing Shares to be issued at the Placing Price and Warrants granted, which will be determined by the Joint Bookrunners, in consultation with the Company, following completion of the Bookbuild. The number of Placing Shares will be announced by the Company on a Regulatory Information Service following the completion of the Bookbuild.

4.     In order to participate in the Placing, prospective Placees should communicate their bid by telephone or email to their usual contact at the relevant Bookrunner. Each bid should state the number of Placing Shares and Warrants which the prospective Placee wishes to subscribe for or purchase at the Placing Price. Bids may be scaled down by the relevant Bookrunner on the basis referred to in paragraph 8 below.

5.     The timing of the closing of the Bookbuild will be at the discretion of the Joint Bookrunners. The Company reserves the right to reduce or seek to increase the amount to be raised pursuant to the Placing, in its absolute discretion.

6.     Allocations of the Placing Shares and Warrants will be determined by the Joint Bookrunners, following consultation with the Company. Each Placee's allocation will be confirmed to Placees orally, or by email, by the relevant Bookrunner following the close of the Bookbuild and a trade confirmation or contract note will be dispatched as soon as possible thereafter. Oral or emailed confirmation from the relevant Bookrunner will give rise to an irrevocable, legally binding commitment by that person (who at that point becomes a Placee), in favour of that Bookrunner and the Company, under which it agrees to acquire by subscription the number of Placing Shares at the Placing Price and Warrants allocated to it and otherwise on the terms and subject to the conditions set out in these Terms and Conditions and in accordance with the Articles. Except with the relevant Bookrunner's consent, such commitment will not be capable of variation or revocation.

7.     The Company will make an announcement following the close of the Bookbuild detailing the number of Placing Shares to be issued at the Placing Price and Warrants to be granted to Placees.

8.     Subject to paragraphs 4 and 5 above, the relevant Bookrunner may choose not to accept bids and/or to accept bids, either in whole or in part, on the basis of allocations determined at its discretion (after consultation with the Company) and may scale down any bids for this purpose on such basis as it may determine. The Joint Bookrunners may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company, allocate Placing Shares and Warrants after the time of any initial allocation to any person submitting a bid after that time.

9.     A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including these Terms and Conditions) and will be legally binding on the Placee on behalf of which it is made and except with the relevant Bookrunner's consent will not be capable of variation or revocation from the time at which it is submitted.

10.     Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

11.     All obligations of the Joint Bookrunners under the Placing will be subject to fulfilment of the conditions referred to below "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

12.     By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

13.     To the fullest extent permissible by law and the applicable rules of the Financial Conduct Authority, neither of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise whether or not a recipient of these terms and conditions) in respect of the Placing. In particular, neither of the Joint Bookrunners, nor any of their respective affiliates, agents, directors, officers or employees shall have any liability (including to the extent permissible by law, any fiduciary duties) in respect of the Joint Bookrunners' conduct of the Placing or of such alternative method of effecting the Placing as the Joint Bookrunners and the Company may determine.

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. Each of the Joint Bookrunners' obligations under the Placing Agreement in respect of the Placing Shares and Warrants are conditional on, inter alia:

1. the application for Admission being delivered to the London Stock Exchange on or before 24 March 2025;
2. each of the conditions to the Prospectus Offering which are to be fulfilled prior to Admission having been fulfilled or (if capable of waiver) waived by 24 March 2025 and not having become incapable of being fulfilled, in each case by the respective time(s) and date(s) (if any) specified therein;
3. the Minimum Gross Proceeds being raised (which, for the avoidance of doubt, may be raised in entirety through any of the Placing or Prospectus Offering);
4. receipt by the Company of the TSXV approval;
5. the delivery by the Company to the Joint Bookrunners of certain documents required under the Placing Agreement;
6. the Company having performed its obligations under the Placing Agreement to the extent that such obligations fall to be performed prior to Admission;
7. the issue and allotment of the Placing Shares, conditional only upon Admission;
8. Admission taking place no later than 8.00 a.m. (London time) on 26 March 2025 or such other date and time as may be agreed between the Company and the Joint Bookrunners, not being later than 8.00 a.m. (London time) on 7 April 2025 (the "Long Stop Date"); and
9. the Placing Agreement not having been terminated by the Joint Bookrunners in accordance with its terms.

If: (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by the Joint Bookrunners by the respective time or date where specified (or such later time or date as the Joint Bookrunners may notify to the Company, being not later than the Long Stop Date);

(ii) any of such conditions becomes incapable of being fulfilled; or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares and Warrants shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

The Joint Bookrunners may, at their discretion and upon such terms as they thinks fit, waive, or extend the period for (subject to the Long Stop Date), compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement save that the condition relating to Admission taking place may not be waived. Any such extension or waiver will not affect Placees' commitments as set out in these Terms and Conditions.

Neither the Joint Bookrunners, the Company nor any of their respective affiliates, agents, directors, officers or employees shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and, by participating in the Placing, each Placee agrees that any such decision is within the absolute discretion of the Joint Bookrunners.

Right to terminate the Placing Agreement

The Joint Bookrunners are entitled, at any time before Admission, to terminate the Placing Agreement by giving notice to the Company in certain circumstances, including, inter alia, if before Admission:

1. any of the warranties given in the Placing Agreement are not true and accurate and not misleading when given at the date of the Placing Agreement or would not be true and accurate or would be misleading if they were repeated on Admission;
2. the Company has failed to comply with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including MAR, the AIM Rules, the TSXV Rules and Canadian Securities Laws) in relation to the Placing;
3. any of the conditions set out in the Placing Agreement are not fulfilled or (if capable of waiver) waived by the Joint Bookrunners or shall have become incapable of being fulfilled by the respective time(s) and date(s) (if any) specified in the Placing Agreement;
4. there has been any development or event which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Group taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business; or
5. there has been a change in national or international financial, political, economic, monetary or stock market conditions (primary or secondary) or an imposition of or compliance with any law or governmental or regulatory order, rule, regulation, restriction or direction,

The rights and obligations of the Placees will not be subject to termination by the Placees or any prospective Placees at any time or in any circumstances. By participating in the Placing, Placees agree that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to Placees in this regard and that neither the Joint Bookrunners nor any of their respective affiliates shall have any liability to Placees whatsoever in connection with any such exercise or failure so to exercise.

No Admission Document or Prospectus

The Placing Shares and Warrants are being offered to a limited number of specifically invited persons only and have not been nor will be offered in such a way as to require the publication of a prospectus in the United Kingdom. No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or the London Stock Exchange in relation to the Placing, and Placees' commitments will be made solely on the basis of the information contained in these Terms and Conditions and the business and financial information that the Company is required to publish in accordance with the AIM Rules and the TSXV Rules, including this Announcement (the "Exchange Information"). Neither the Base Prospectus nor the Company's Prospectus Supplement is a prospectus for the purposes of Section 85(1) of FSMA and, accordingly, will not be examined or approved as a prospectus by the FCA under Section 87A FSMA or by the London Stock Exchange and it will not be filed with the FCA pursuant to the FCA's Prospectus Regulation Rules nor will it be approved by a person authorised under FSMA, for the purposes of Section 21 FSMA. Each Placee, by accepting a participation in the Placing, agrees that the content of the Exchange Information (including this Announcement) is exclusively the responsibility of the Company and confirms that it has not relied on any other information, representation, warranty, or statement made by or on behalf of the Company, the Joint Bookrunners (or either Bookrunner) or any other person and neither of the Joint Bookrunners, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Joint Bookrunners (or either of them), the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Joint Bookrunners are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares and Warrants by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares and Warrants. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following the close of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation or contract note in accordance with the standing arrangements in place with the relevant Bookrunner, stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee (in pounds sterling) and a form of confirmation in relation to settlement instructions.

Each Placee will be deemed to agree that it will do all things necessary to ensure that delivery and payment is completed as directed by the relevant Bookrunner in accordance with the standing CREST settlement instructions which they have in place with that Bookrunner.

Settlement of transactions in the Placing Shares via the Depositary Interests (ISIN: CA8428133059) following Admission will take place within the system administered by Euroclear UK & International Limited ("CREST") provided that, subject to certain exceptions, each Joint Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in these Terms and Conditions or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

It is expected that settlement will take place on 26 March 2025 in accordance with the instructions set out in the contract note.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of 4 percentage points above the prevailing LIBOR rate as determined by the relevant Bookrunner.

Each Placee is deemed to agree that, if it does not comply with these obligations, the relevant Bookrunner may sell any or all of the Placing Shares and Warrants allocated to that Placee on such Placee's behalf and retain from the proceeds, for that Bookrunner's account and benefit (as agent for the Company), an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable and shall indemnify the relevant Bookrunner on demand for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax or securities transfer tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares and Warrants on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on the relevant Bookrunner such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which that Bookrunner lawfully takes in pursuance of such sale. Legal and/or beneficial title in and to any Placing Shares and Warrants shall not pass to the relevant Placee until it has fully complied with its obligations hereunder.

If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the form of confirmation is copied and delivered immediately to the relevant person within that organisation.

Insofar as Placing Shares or Warrants are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares and Warrants should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax or securities transfer tax. Neither of the Joint Bookrunners nor the Company will be liable in any circumstances for the payment of stamp duty, stamp duty reserve tax or securities transfer tax in connection with any of the Placing Shares and Warrants. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing, each Placee (and any person acting on such Placee's behalf) makes the following representations, warranties, acknowledgements, agreements and undertakings (as the case may be) to the Company and each Joint Bookrunner:

1.     that it has read and understood this Announcement, including these Terms and Conditions, in its entirety and that its subscription for or purchase of Placing Shares and Warrants is subject to and based upon all the terms, conditions, representations, warranties, acknowledgements, agreements and undertakings and other information contained therein and undertakes not to redistribute or duplicate this Announcement;

2.     that its obligations are irrevocable and legally binding and shall not be capable of rescission or termination by it in any circumstances;

3.     that the exercise by the Joint Bookrunners of any right or discretion under the Placing Agreement shall be within the absolute discretion of the Joint Bookrunners and the Joint Bookrunners need not have any reference to it and shall have no liability to it whatsoever in connection with any decision to exercise or not to exercise any such right and each Placee agrees that it has no rights against the Joint Bookrunners or the Company, or any of their respective officers, directors, employees agents or advisers, under the Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999;

4.     that these terms and conditions represent the whole and only agreement between it, the relevant Bookrunner and the Company in relation to its participation in the Placing and supersedes any previous agreement between any of such parties in relation to such participation. Accordingly, each Placee, in accepting its participation in the Placing, is not relying on any information or representation or warranty in relation to the Company or any of its subsidiaries or any of the Placing Shares or Warrants other than as contained in the Exchange Information (including this Announcement), such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and Warrants. Each Placee agrees that neither the Company, the Joint Bookrunners nor any of their respective officers, directors or employees will have any liability for any such other information, representation or warranty, express or implied;

5.     that in the case of any Placing Shares and Warrants acquired by it as a financial intermediary, as that term is used in Article 5(1) of the Prospectus Regulation and Article 5(1) of the Prospectus Regulation (as it forms part of domestic UK law pursuant to the EUWA), (i) the Placing Shares and Warrants acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Member State of the European Economic Area which has implemented the Prospectus Regulation or the UK, respectively, other than Qualified Investors or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale; or (ii) where Placing Shares and Warrants have been acquired by it on behalf of persons in any member state of the EEA, or the UK respectively, other than Qualified Investors, the offer of those Placing Shares and Warrants to it is not treated under the Prospectus Regulation or the Prospectus Regulation (as it forms part of domestic UK law pursuant to the EUWA) (as the case may be) as having been made to such persons;

6.     that neither it nor, as the case may be, its clients expect the Joint Bookrunners to have any duties or responsibilities to such persons similar or comparable to the duties of "best execution" and "suitability" imposed by the FCA's Conduct of Business Source Book, and that the Joint Bookrunners are not acting for it or its clients, and that the Joint Bookrunners will not be responsible for providing the protections afforded to customers of the Joint Bookrunners or for providing advice in respect of the transactions described in this Announcement;

7.     that it has made its own assessment of the Placing Shares and Warrants and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and that it shall not be entitled to rely upon any material regarding the Placing Shares or Warrants or the Company (if any) that the Joint Bookrunners (or either of them) or the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them has provided, other than the information in the Exchange Information (including this Announcement); nor has it requested any of the Joint Bookrunners, the Company or any of their respective affiliates, agents, directors, officers or employees or any person acting on behalf of any of them to provide it with any such information;

8.     that it understands and accepts that, other than in accordance with TSXV Rules and compliance with all Canadian Securities Laws, the Placing Shares may not be sold, transferred, hypothecated or otherwise traded on or through the facilities of TSXV or otherwise in Canada or to or for the benefit of a Canadian resident until the date that is four months and a day after the date of issuance of such Placing Shares;

9.     that it is located outside the United States and is subscribing for and/or purchasing the Placing Shares and Warrants only in "offshore transactions" as defined in and pursuant to Regulation S;

10.     that neither the Joint Bookrunners or the Company or any of their respective affiliates, agents, directors, officers or employees has made any representation or warranty to it, express or implied, with respect to the Company, the Placing or the Placing Shares or the accuracy, completeness or adequacy of the Exchange Information;

11.     that it is not a national or resident of Canada, Australia, the Republic of South Africa or Japan or a corporation, partnership or other entity organised under the laws of Canada, Australia, the Republic of South Africa or Japan and that it will not (unless an exemption under the relevant securities laws is applicable) offer, sell, renounce, transfer or deliver, directly or indirectly, any of the Placing Shares or Warrants in Canada, Australia, the Republic of South Africa or Japan or to or for the benefit of any person resident in Canada, Australia, the Republic of South Africa or Japan and each Placee acknowledges that the relevant clearances or exemptions are not being obtained from the Securities Commission of any province or territory of Canada, that no prospectus has been or will be lodged with, filed with or registered by the Australian Securities and Investments Commission, the Japanese Ministry of Finance, the South African Reserve Bank or, in respect of the Placing Shares or Warrants, any securities commission of Canada, and that the Placing Shares and Warrants are not being offered for sale and