BEACON ENERGY PLC

DISCLAIMER – for Pathfinder Document

IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document (the “Pathfinder Admission Document”) and you are advised to read this disclaimer carefully before reading, accessing or making any other use of the attached Pathfinder Admission Document in relation to Beacon Energy plc (the “Company”), whether the Pathfinder is accessed from this page or otherwise as a result of such access.

THE ATTACHED PATHFINDER ADMISSION DOCUMENT HAS BEEN APPROVED AS A FINANCIAL PROMOTION BY TENNYSON SECURITIES (THE TRADING NAME OF SHARD CAPITAL PARTNERS LLP) OF 65 PETTY FRANCE, LONDON, SW1H 9EU (“TENNYSON SECURITIES”), WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (“FCA”), SOLELY FOR THE PURPOSES OF SECTION 21(2)(B) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED (“FSMA”) AND THE TERMS OF SUCH APPROVAL LIMIT THE USE OF THIS DOCUMENT AS SO APPROVED FOR THE PURPOSES OF THE WINTERFLOOD OFFER ONLY.

If you are in any doubt about the contents of the attached Pathfinder Admission Document or as to the action you should take, you are recommended to seek your own personal financial advice immediately from your stockbroker, bank manager, solicitor, accountant or other independent financial adviser that specialises in advising on the acquisition of shares and other securities who is duly authorised under FSMA (or, if you are a person outside the UK, a person otherwise similarly qualified in your jurisdiction). Terms used but not defined in this electronic transmission shall have the meanings given to them in the attached Pathfinder Admission Document.

PROSPECTIVE INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES IN RELIANCE ON THE ATTACHED PATHFINDER ADMISSION DOCUMENT WHICH IS TO BE UPDATED AND REPLACED BY THE FINAL ADMISSION DOCUMENT TO BE PUBLISHED BY THE COMPANY IN CONNECTION WITH, AMONG OTHER THINGS, THE FUNDRAISE, THE ACQUISITION, THE ISSUE OF CONSIDERATION SHARES, THE NOTICE OF GENERAL MEETING AND ADMISSION.

In accessing the attached Pathfinder Admission Document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access.

THIS ELECTRONIC TRANSMISSION AND THE ATTACHED PATHFINDER ADMISSION DOCUMENT AND THEIR CONTENTS ARE STRICTLY CONFIDENTIAL AND (SAVE AS SET OUT BELOW) ARE 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, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY LEAD TO A BREACH OF ANY APPLICABLE LEGAL OR REGULATORY REQUIREMENTS (EACH, A “RESTRICTED JURISDICTION”) OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY NATIONAL, RESIDENT OR CITIZEN OF ANY SUCH JURISDICTION. NEITHER THIS ELECTRONIC TRANSMISSION NOR THE ATTACHED PATHFINDER ADMISSION DOCUMENT IS AN OFFER OR INVITATION TO BUY OR SELL SECURITIES.

ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS ELECTRONIC TRANSMISSION AND THE ATTACHED PATHFINDER ADMISSION DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED PATHFINDER ADMISSION DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT OR (2) IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S OF THE U.S. SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.

This electronic transmission and the attached Pathfinder Admission Document are being distributed only to, directed at, and may be only be relied and acted upon by, and any investment or investment activity to which it relates is available only to persons who are retail clients as defined by the FCA in the FCA Rules, as customers who are not professional clients nor an eligible counterparties, of Winterflood Securities, and resident and located in the United Kingdom (“Retail Clients”). 

The attached Pathfinder Admission Document has been made available to you in electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of the Company, Tennyson nor any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers (“Representatives”), or any other person, accepts any liability or responsibility whatsoever in respect of any difference between the attached Pathfinder Admission Document distributed to you in electronic format and the hard copy version available to you on request. Please ensure that your copy is complete. You are responsible for protecting against viruses and other destructive items. Your use of this electronic transmission is at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature.

Strand Hanson Limited (“Strand Hanson”) is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA. Strand Hanson is acting as the Company’s nominated adviser for the purposes of the AIM Rules in connection with the Placing and Admission and, as such, its responsibilities as the Company’s nominated adviser under the AIM Rules for Nominated Advisers are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person or entity (including a recipient of this electronic disclaimer or the attached Pathfinder Admission Document). Strand Hanson is acting for the Company and no one else and will not be responsible to any other person for providing the protections afforded to customers of Strand Hanson nor for providing advice in relation to the contents of this document or any matter referred to in it. No representation or warranty, express or implied is made by Strand Hanson for the accuracy of any information or opinions contained in this electronic transmission or the attached Pathfinder Admission Document or for the omission of any material information, for which it is not responsible.

Tennyson Securities is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA. Tennyson Securities is acting as the Company’s broker for the purposes of the AIM Rules in connection with the Placing and Admission. Tennyson Securities is acting for the Company and no one else and will not be responsible to any other person (including a recipient of this electronic disclaimer or the attached Pathfinder Admission Document) for providing the protections afforded to customers of Tennyson Securities nor for providing advice in relation to the contents of this document or any matter referred to in it. Apart from the responsibilities and liabilities, if any, which may be imposed on Tennyson Securities by FSMA or the regulatory regime established under it. No representation or warranty, express or implied is made by Tennyson Securities for the accuracy of any information or opinions contained in this electronic transmission or the attached Pathfinder Admission Document or for the omission of any material information, for which it is not responsible.

Winterflood Securities, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the Retail Offer and will not regard any other person (whether or not a recipient of this document) as a client in relation to the Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Retail Offer or any transaction or arrangement referred to in this document. Apart from the responsibilities and liabilities, if any, that may be imposed on Winterflood Securities by FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable, accepts no responsibility whatsoever for, and makes no representation or warranty, express or implied, as to the contents of, this document or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Ordinary Shares or the Retail Offer and nothing in this document will be relied upon as a promise or representation in this respect, whether or not to the past or future. Winterflood Securities accordingly disclaims all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this document or any such statement. Winterflood Securities has given and not withdrawn its consent to the issue of this document with the inclusion of the references to its name in the form and context to which they are included.

No representation or warranty, express or implied, is made by Tennyson Securities or any of its Representatives as to the contents of this document (without limiting the statutory rights of any person to whom this electronic transmission or the attached Pathfinder Admission Document is issued). No liability whatsoever is accepted by Tennyson Securities or any of its Representatives for the accuracy of any information or opinions contained in this electronic transmission or the attached Pathfinder Admission Document or for the omission of any material information for which it is not responsible. The information contained in this electronic transmission and the attached Pathfinder Admission Document is not intended to inform or be relied upon by any subsequent purchasers of  any securities (whether on or off exchange) and accordingly, to the extent permitted by law, no duty of care is accepted by the Company or Tennyson Securities in relation to any of them.

This electronic transmission does not constitute, or form part of, any offer or invitation to sell, allot   or issue or any solicitation of any offer to purchase or subscribe for any securities, nor shall it (or any part of it) or the fact of its distribution form the basis of, or be relied upon in connection with,    or act as any inducement to enter into, any contract or commitment for securities in any circumstances in which such offer or invitation to sell is unlawful.

Neither this electronic transmission nor the attached Pathfinder Admission Document constitutes an offer to issue or sell, or the solicitation of an offer to subscribe for or purchase, any securities to any person in any Restricted Jurisdiction.

Confirmation of understanding and acceptance of disclaimer:

This electronic transmission and the attached Pathfinder Admission Document is delivered to you on the basis that you are deemed to have confirmed, represented and warranted to Tennyson Securities and the Company that: (a) you have read and understood the disclaimer set out above, acknowledge that the terms of the disclaimer set out above may affect your rights and agree to be bound by its terms; (b) you consent to delivery of the attached Pathfinder Admission Document by electronic transmission and acknowledge that this electronic transmission and the attached Pathfinder Admission Document are confidential and intended for you only; (c) you will not forward, reproduce or publish this electronic transmission or the attached Pathfinder Admission Document to any other person; (d) you (i) are outside a Restricted Jurisdiction; or (ii) ordinarily reside outside a Restricted Jurisdiction; (e) (i) if you are resident or located in the United Kingdom: (A) in the context of the WRAP Offer, you are a Retail Client; or (B) in the context of the Placing and the Subscription, you are a Relevant Person; and (ii) if you are resident or located in a Relevant State, you are a Qualified Investor; and (f) confirm that you are permitted to proceed to the view the electronic version of the attached Pathfinder Admission Document.

I Accept I Decline