Mining Minerals & Metals : Prospectus

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you are recommended to seek your own advice immediately from an appropriately authorised stockbroker, bank manager, solicitor, accountant or other independent financial adviser, who if you are taking advice in the United Kingdom, is duly authorised under the FSMA, or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction.

This document comprises a prospectus relating to Mining, Minerals & Metals Plc prepared in accordance with the UK version of the Prospectus Regulation (EU) No 2017/1129, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including, but not limited to, by the UK Prospectus Amendment Regulations 2019 and the Financial Services and Markets Act 2000 (Prospectus) Regulations 2019)) and the prospectus regulation rules of the FCA made under section 73A of the FSMA. This Prospectus has been approved by the FCA as the competent authority under the UK Prospectus Regulation and in accordance with section 87A of the FSMA and has been made available to the public as required by the Prospectus Regulation Rules.

The FCA only approves this Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation and such approval should not be considered as an endorsement of the issuer that is the subject of this Prospectus, nor as an endorsement of the quality of the securities that are the subject of this Prospectus. Investors should make their own assessment as to the suitability of investing in the securities.

The Directors and Proposed Directors, all of whose names appear on page 30 of this Prospectus, and the Company, accept responsibility for the information contained in this Prospectus. To the best of the knowledge of the Directors, the Proposed Directors and the Company, the information contained in this Prospectus is in accordance with the facts and the Document makes no omission likely to affect its import.

As at the date of this Prospectus the Existing Ordinary Shares are admitted to listing on the Standard List maintained by the FCA, in its capacity as the competent authority under FSMA under Chapter 14 of the Listing Rules published by the FCA under section 73A of FSMA as amended from time to time and to trading on the Main Market of the London Stock Exchange. In accordance with Listing Rules Instrument 2024 (FCA 2024/23) and with effect from 29 July 2024 the current Listing Rules will be replaced by the UKLR under which the existing Standard Listing category will be replaced by the Equity Shares (Transition) category.

The Company's acquisition of the entire issued share capital of Georgina Energy Plc constitutes a Reverse Takeover under the Listing Rules and in accordance with the Listing Rules, the FCA is expected to cancel the Company's existing listing at 8.00 a.m. on 30 July 2024. Further applications will be made to: (i) the FCA for the Ordinary Shares to be re-admitted; and (ii) for the New Ordinary Shares to be admitted to the Equity Shares (transition) category of the Official List and to the London Stock Exchange for the re-admission of the Ordinary Shares and admission of the New Ordinary Shares to trading on the Main Market.

It is expected that Re-admission will become effective and that unconditional dealings will commence in the Ordinary Shares on the London Stock Exchange at 8:00 a.m. on 30 July 2024. No application has been made, or is currently intended to be made, for the Ordinary Shares to be admitted to listing or traded on any other stock exchange.

THE WHOLE OF THE TEXT OF THIS PROSPECTUS SHOULD BE READ. YOUR ATTENTION IS SPECIFICALLY DRAWN TO THE DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS SET OUT IN THE SECTION ENTITLED "RISK FACTORS" ON PAGES 12 TO 22 OF THIS DOCUMENT.

A1 1.5

A11 1.1

LR2 2.3 LR2 2.11(2)

A11 1.2

MINING, MINERALS & METALS PLC

(Incorporated in England and Wales with company number 8377465)

Proposed Acquisition of 100% of Georgina Energy Plc

Placing of 40,000,000 Placing Shares at a price of £0.125 each

and

Re-admission of the Existing Ordinary Shares and admission of the New Ordinary Shares to the Official List Equity Shares (transition) category under Chapter 22 of the UKLR and

to trading on the London Stock Exchange Plc's Main Market for listed securities, Approval for

Waiver of Obligations under Rule 9 of the City Code on Takeovers and Mergers

and

Notice of General Meeting

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

A listing on the Equity Shares (transition) category will afford investors in the Company a lower level of regulatory protection than that afforded to investors in companies with Equity Shares (commercial companies) category on the Official List, which are subject to additional obligations under the UKLR.

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

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

The Ordinary Shares may not be taken up, offered, sold, resold, transferred or distributed, directly or indirectly within, into or in the United States except pursuant to an exemption from, or in a transaction that is not subject to, the registration requirements of the US Securities Act. There will be no public offer in the United States.

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

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

Tavira Securities Limited is authorised and regulated by the FCA in the United Kingdom. Tavira is acting solely for the Company and no one else in connection with this Prospectus, the Placing and Re-admission and, subject to their responsibilities under FSMA or the regulatory regime established under FSMA, will not be responsible to anyone other than the Company for providing the protections afforded to clients nor for providing advice in relation to this Prospectus, the Placing and Re-admission. None of Tavira nor any of its subsidiaries, branches or affiliates owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Tavira, in connection with this prospectus, the Placing, Re-admission, the contents of this Prospectus or any other transaction, arrangement or other matter referred to in this Prospectus, subject to any duty, liability or responsibility under FSMA or the regulatory regime established under FSMA.

Oak Securities (a trading name of Merlin Partners LLP) is authorised and regulated by the FCA in the United Kingdom. Oak is acting solely for the Company and no one else in connection with this Prospectus, the Placing and Re-admission and, subject to their responsibilities under FSMA or the regulatory regime established under FSMA, will not be responsible to anyone other than the Company for providing the protections afforded to clients nor for providing advice in relation to this Prospectus, the Placing and Re-admission. None of Oak nor any of its subsidiaries, branches or affiliates owe or accept any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Oak in connection with this prospectus, the Placing, Re-admission, the contents of this Prospectus or any other transaction, arrangement or other matter referred to in this Prospectus, subject to any duty, liability or responsibility under FSMA or the regulatory regime established under FSMA.

Save for the responsibilities and liabilities, if any, of the Joint Brokers under FSMA or the regulatory regime established under FSMA, neither of the Joint Brokers nor any of their affiliates, directors, officers, employees and advisers assume any responsibility whatsoever and make no representations or warranties, express or implied, in relation to the contents of this Prospectus, including its accuracy, completeness, verification, fairness or sufficiency or regarding the legality of any investment in the Ordinary Shares by any person under the laws applicable to such person or for any other statement made or purported to be made by the Company, or on the Company's behalf, or by the Joint Brokers, or on their behalf, and nothing contained in this Prospectus is, or shall be, relied on as a promise or representation in this respect, whether as to the past or the future, in connection with the Company. The Joint Brokers and their affiliates disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this Prospectus or any such statement.

In connection with the Placing, the Joint Brokers and any of their affiliates may, in accordance with applicable legal and regulatory provisions and subject to certain restrictions in the Placing Agreement, purchase or sell for their own account such securities and any related or other securities and may engage in transactions in relation to the Placing, the Ordinary Shares and/or related instruments for its or their own account otherwise than in connection with the Placing. Accordingly, references in this Prospectus to Ordinary Shares being offered or placed should be read as including any offering or placement of Ordinary Shares to Tavira, Oak or any of their affiliates acting in such capacity.

This Prospectus is dated 11 July 2024.

2

CONTENTS
	Page
PART I - SUMMARY	4
PART II - RISK FACTORS	11
PART III - IMPORTANT INFORMATION	22
PART IV - EXPECTED TIMETABLE OF PRINCIPAL EVENTS	27
PART V - PLACING STATISTICS AND DEALING CODES	28
PART VI - DIRECTORS, SECRETARY, REGISTERED OFFICE, ADVISERS	29
PART VII - THE ACQUISITION AND STRATEGY FOR THE ENLARGED GROUP	31
PART VIII - DIRECTORS, SENIOR MANAGEMENT AND CORPORATE GOVERNANCE	60
PART IX - HISTORICAL FINANCIAL INFORMATION	63
PART X - PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP	138
PART XI - OPERATING AND FINANCIAL REVIEW	143
PART XII - CAPITALISATION & INDEBTEDNESS	147
PART XIII - TAXATION	150
PART XIV - CONSEQUENCES OF A LISTING ON THE EQUITY SHARES
(TRANSITION CATEGORY)	153
PART XV - ADDITIONAL INFORMATION	154
PART XVI - RULE 9 WAIVER AND ADDITIONAL TAKEOVER CODE DISCLOSURES	186
PART XVII - COMPETENT PERSON'S REPORT	198
PART XVIII - DEFINITIONS	264
PART XIX - DOCUMENTS AND INFORMATION INCORPORATED BY REFERENCE	272
PART XX - NOTICE OF GENERAL MEETING	273

3

PART I

SUMMARY
INTRODUCTION AND WARNINGS
Issuer	Mining Minerals & Metals Plc, 167-169 Great
	Portland Street, Fifth Floor, London, W1W 5PF,
	United Kingdom
	[phone]
Name of securities	Ordinary Shares of £0.05 each
ISIN on Re-admission	GB00BSMN5L80
LEI	2138008HMWNFOBOHGW65
Identity and contact details for competent authority	Financial Conduct Authority, 12 Endeavour
approving prospectus	Square, London, E20 1JN
Date prospectus approved by competent authority	11 July 2024

This summary should be read as an introduction to the prospectus. Any decision to invest in the securities should be based on a consideration of the prospectus as a whole by the investor. Investors could lose all or part of the invested capital. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of the prospectus, or where it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities.

A7 3

A7 4(a) and (b)

A7 5

A7 6(a)

KEY INFORMATION ON THE ISSUER

WHO IS THE ISSUER OF THE SECURITIES?

The issuer

The issuer's legal name is Mining, Minerals & Metals Plc. The Company was incorporated and registered as a private limited company in England and Wales on 28 January 2013, and re-registered as a public limited company on 22 October 2018. The Company is limited by shares and subject to the provisions of the Companies Act. The Company's registered number is 08377465 and its registered office is at 67-169 Great Portland Street, Fifth Floor, London, W1W 5PF, United Kingdom. The Company's LEI number is 2138008HMWNFOBOHGW65.

Principal Activities

The Company is currently an investment vehicle established to undertake an acquisition of one or more businesses (either shares or assets) that has operations involved in natural resource exploration, that it would then look to develop and expand, particularly in the mining and oil and gas segments of the natural resources sector.

Georgina has two principal onshore interests held through its wholly owned Australian subsidiary, Westmarket O&G. The first, the Hussar Prospect, in which Westmarket O&G holds a 100% working interest, is located in the Officer Basin in Western Australia. The second, the Mount Winter Prospect, is located in the Amadeus Basin in Northern Australia, which Georgina has a right to earn an initial 75% interest in (with the potential to reach 90%).

Should the Proposed Acquisition complete, the Company would own 100% of the issued share capital of Georgina.

Major Shareholders

Insofar as it is known to the Company, as at the Last Practicable Date the Shareholders identified below, will on Re-admission or immediately thereafter, each be directly or indirectly interested in 3% or more of the Company's issued share capital:

4

	As at the date of this Document
	Number of
	Existing	% of Existing
	Ordinary	Ordinary
Name	Shares	Shares
The Robert Allen Papiri Defined Benefit Plan*	8,098,271	25.3
Drumbucks Trust*	6,229,327	19.4
Moshe Capital*	3,200,000	9.9
Tangiers Investment Group LLC*	2,339,069	7.3
Matthew Bonner*	1,100,000	3.4
Paul Welker*	1,100,000	3.4
Eric Dyer*	1,000,000	3.1
Westmarket Corporation Pty Ltd¹	Nil	Nil
CSS related parties	Nil	Nil
Leaky Boat Super Pty Ltd²	Nil	Nil
Mordale Super Pty Ltd³	Nil	Nil

* Number of Ordinary Shares on Re-Admission is following the Share Consolidation.

On Re-admission

Number of	% of the
Ordinary	Enlarged
Shares	Share Capital
4,588,191	5.1
1,245,865	1.4
640,000	0.7
467,813	0.5
220,000	0.2
220,000	0.2
200,000	0.2
21,443,579	23.8
1,773,442	2.0
66,678	0.1
66,678	0.1

In addition, the Re-admission Directors identified below will, upon Re-admission or immediately thereafter, each be directly or indirectly interested in the Company's issued share capital:

	As at the date of this Document
	Number of
	Existing	% of Existing
	Ordinary	Ordinary
Name	Shares	Shares
Anthony Hamilton	Nil	Nil
Mark Wallace	Nil	Nil
Peter Bradley	Nil	Nil
Robin Fryer	Nil	Nil
Roy Pitchford	Nil	Nil

On Re-admission

Number of	% of the
Ordinary	Enlarged
Shares	Share Capital
10,788,558	14.01,2
10,788,558	14.01,3
266,667	0.3
Nil	0.0
800,000	0.9

• Anthony Robert Hamilton and Mark Anthony Wallace each hold 50% of Westmarket Corporation Pty Ltd, a holder of 21,443,579 ordinary

shares on Re-admission.

• Anthony Robert Hamilton holds the entire issued share capital in Leaky Boat Super Pty Ltd, a holder of 66,768 ordinary shares on

Re-admission.

• Mark Anthony Wallace holds the entire issued share capital in Mordale Super Pty Ltd, a holder of 66,768 ordinary shares on Re-admission.

Rule 9 Waiver

Under Rule 9 of the City Code, any person who acquires an interest in shares (as defined in the City Code) which, taken together with any shares in which that person or any other person acting in concert with that person is interested, carry 30% or more of the voting rights of a company which is subject to the City Code, is normally required to make an offer to all of the remaining shareholders to acquire their shares in the company. Such an offer would have to be made in cash and at the highest price paid for any interest in shares by that person or by any person acting in concert with it within the 12 months prior to the announcement of the offer.

Upon completion of the Proposed Acquisition and Placing, the Concert Party will be interested in 35.1% of the issued share capital of the Company.

Following the exercise of certain Warrants, the issue of Performance Shares and conversion of the Westmarket Loan the Concert Party will be interested in 61.7% of the issued share capital of the Company, assuming only members of the Concert Party were to excercise Warrants.

The Company has consulted with the Panel and the Panel has conditionally agreed to waive the Concert Parties' obligation to make a mandatory offer that would otherwise be required pursuant to Rule 9 of the City Code as a result of the Proposed Acquisition and Placing, subject to the approval of the Independent Shareholders.

The Company has consulted with the Panel and has conditionally agreed to waive the Concert Parties' obligation to make a mandatory offer as would otherwise be required pursuant to Rule 9 of the City Code as a result of the exercise of certain Warrants, issue of the Performance Shares and conversion of the Westmarket Loan.

Accordingly, the Waiver Resolution is being proposed at the General Meeting and will be taken on a poll of Independent Shareholders. Representatives of the Concert Party may attend the General Meeting but no members of the Concert Party, nor any nominee or representative of them, will be entitled to vote on the Waiver Resolution. No member of the Concert Party will be restricted from making a voluntary offer for the Company following the approval of the Waiver Resolution by the Independent Shareholders at the General Meeting.

5

Upon completion of the Proposed Acquisition, the Placing, the exercise of certain Warrants, the issue of Performance Shares and conversion of the Westmarket Loan, the Concert Party will hold more than 50% of the Company's voting share capital, and, for as long as it continues to be treated as acting in concert, any further increase in that aggregate interest in shares by the Concert Party will not be subject to the provisions of Rule 9 of the Takeover Code, although individual members of the Concert Party will not be able to increase their percentage interests in shares through or between a Rule 9 threshold without Panel consent.

Directors

As at the date of this Document, the Board comprises the following persons (it is expected that all of the Directors other than Roy Pitchford will resign their directorship immediately prior to Re-admission):

Name	Function
Roy Pitchford	Non-executive Chairman
Kay Asare-Bedlako	Non-executive Director
Mike Stewart	Non-executive Director
Johnny Martin Smith	Non-executive Director
The following individuals are proposed to comprise the Board upon Re-admission:
Name	Function
Peter Bradley	Non-executive Chairman
Anthony Hamilton	Chief Executive Officer
Mark Wallace	Chief Financial Officer
John Heugh	Executive Technical Director
Robin Fryer	Non-executive Director
Roy Pitchford	Non-executive Director

Statutory Auditor

The name of the Company's statutory auditor is Crowe U.K. LLP, St Bride's House, 10 Salisbury Square London EC4Y 8EH.

What is the key financial information regarding the issuer?

A7 6(b)

Upon Re-admission, the Company will acquire Georgina and its wholly owned subsidiary Westmarket O&G, which has a 100% working interest in the Hussar Prospect and a right to earn an initial 75% interest (with the potential to reach 90%) in the Mount Winter Prospect.

This Prospectus contains historical financial information and pro-forma financial information for the Company, Georgina, and Westmarket O&G.

For the Company, the tables below set out, in summary form (and without any accompanying notes), audited financial information for the years ended 31 January 2022, 2023 and 2024.

For Georgina the tables below set out, in summary form (and without any accompanying notes), audited financial information for the years ended 30 April 2022 and 2023 and unaudited financial information for the 9-month period ended 31 January 2024.

Selected financial information of the Company

The tables below set out a summary of the key financial information of the Company for past three financial years as extracted from the audited historical financial information of the Company.

	Audited	Audited	Audited
	12 months to	12 months to	12 months
	31 January	31 January	31 January to
	2024	2023	2022
	£	£	£
Statement of Financial Position
Total assets	15,990	70 491	208 623
Total liabilities	(247,395)	48 897	38 023
Total equity	(231,405)	11 125	170 600
Statement of Income
Revenue	0	0	0
Operating loss	242,694	(159 681)	(172 468)
Loss for the period	(242,530)	(159 478)	(176 760)
Loss per ordinary share	(0.76)	(0.50)	(0.54)
Statement of Cash Flows
Net cash flows from operating activities	(236,168)	(152 144)	(163 298)
Net cash flow from financing activities	192,725	0	0
Net cash flows from investing activities	0	0	0
	6

Audit Qualification

In the audited financial statements for the 12 months to 31 January 2023 and 31 January 2024 the auditors noted a material uncertainty related to going concern relating to the ability to continue as a going concern due to the availability of further financing and dependence on the Company's main shareholder respectively.

Selected financial information of Georgina

	Unaudited	Audited	Audited
	interims to	12 months to	12 months to
	31 January	30 April	30 April
	2024	2023	2022
	£	£	£
Statement of Financial Position
Total assets	19,671	11,934	104,630
Total liabilities	5,240,261	4,129,829	2,186,590
Total equity	(5,220,590)	(4,117,896)	(2,081,960)
Statement of Income
Revenue	0	0	0
Operating loss	(1,006,430)	(2,130,960)	(1,450,050)
Loss for the period	(963,250)	(2,130,960)	(1,469,106)
Loss per ordinary share	(0.56006)	(1.18349)	(0.816)
Statement of Cash Flows
Net cash flows from operating activities	(84,715)	(538,766)	(493,560)
Net cash flow from financing activities	104,894	550,136	686,490
Net cash flows from investing activities	(19,990)	(17,079)	(172,720)

Audit Qualification

In the audited financial statements for the 12 months to 30 April 2022 and 2023 the auditors noted a material uncertainty related to going concern relating to the ability of Georgina to continue as a going concern due to the availability of further financing.

Pro-forma Financial Information

Set out below is a summary of the unaudited pro-forma statement of net assets of the Enlarged Group as at 31 January 2024. The pro-forma information has been prepared in accordance with the requirements of Annex 20 of the Prospectus Regulation Rules to illustrate the impact of the Placing and Proposed Acquisition as if it had taken place on 31 January 2024, save that the excerpts below do not contain any accompanying notes. The pro-forma information has been prepared for illustrative purposes only and, by its nature, addresses a hypothetical situation and does not, therefore, represent the Enlarged Group's actual financial position or results.

Unaudited pro forma Statement of Financial Position

	Company	Georgina							Pro Forma
	As at	As at							as at
	31 January	31 January							31 January
	2024	2024	Adjustment	Adjustment	Adjustment	Adjustment	Adjustment	Adjustment	2024
Notes	1	2	3	4	5	6	7	8
Total Assets	15,990	73,410	3,250,000	4,370,000				(527,064)	7,182,336
Equity	(230,370) (5,451,677)	3,250,000	4,370,000	1,725,920	241,194	200,000		4,105,066
Total Liabilities	246,360	5,525,087			(1,725,920)	(241,194)	(200,000)	(527,064)	3,077,270

Unaudited pro forma Statement of Comprehensive Income

	Company	Georgina							Pro Forma
	As at	As at							as at
	31 January	31 January							31 January
	2024	2024	Adjustment	Adjustment	Adjustment	Adjustment	Adjustment	Adjustment	2024
Notes	1	2	3	4	5	6	7	8
Other Income	164								164
Operating Loss	241,494	2,455,064			44,063				2,740,621
Loss for the Period	241,4941	2,480,017			44,063				2,765,574

Notes

1. The financial information of the Company for the year ended and as at 31 January 2024, has been extracted, without adjustment, from pages 3 and 4 of the Company's audited financial information for the year ended 31 January 2024, as available on the Company's website at https://www.mmmplc.com/mmmplc-news-and-documents
2. The Pro Forma Financial Information has been prepared on the basis of the accounting policies adopted by the Company in preparing the audited financial information of the Company for the year ended 31 January 2024.
3. The Initial Consideration Shares issued to the equity owners of Georgina totaling £3,250,000, against the fair value of the intangible exploration and evaluation assets acquired as part of this business combination.
4. The gross proceeds of the Placing of £5,000,000 to new investors on Re-admission of the less transaction costs of approximately £670,000.

7

1. The conversion of the CLN into New Ordinary Shares relating to Georgina of £1,725,920 with associated finance costs of £44,063
2. The conversion of convertible loan notes into New Ordinary Shares relating to the Company of £241,194
3. the settlement of accrued Director fees by way of the issue of £200,000 of New Ordinary Shares in the company on Re-admission
4. The payment of £527,000 in cash to settle debts outstanding in Georgina

What are the key risks that are specific to the issuer?

The key risks that are specific to the Enlarged Group and the industry in which the Enlarged Group operates are as follows:

• The Hussar and Mount Winter Prospects will be the Enlarged Group's sole material assets following the Proposed Acquisition and consequently, any adverse development affecting these Prospects would have a material adverse effect on the Enlarged Group, its business, prospects, results of operations and financial condition.
• Whilst the application for EP 155 is in progress, Georgina currently has no ownership interest in the Mount Winter Prospect and grant of the licence is dependent on consent under ALRA being given by the relevant land council for the area and the execution of a Land Council Agreement as well as ministerial consent to the transfer of the licence.
• To date, the exploration operations at EP 155 have been carried out in accordance with the terms of the Farmout Agreement. Whilst the Company has no reason to believe that this will be the case, there is a risk that OilCo may elect not to participate in certain activities under the Farmout Agreement. Any failure by OilCo to meet its obligations under the Farmout Agreement, or breach by it of the terms of EP 155 could have a material adverse effect on the Company's interest in EP 155.
• The Group's ongoing exploration operations will be dependent upon the grant, renewal or continuance in force of appropriate contracts, licences, permits and regulatory approvals and consents which may be valid only for a defined time period, may be subject to limitations and may provide for withdrawal in certain circumstances.
• While the Company is of the opinion that the working capital available to the Enlarged Group is sufficient for the Group's requirements for at least the 12 months following the date of this Prospectus, the Company has no cash flow from producing assets and therefore will likely require additional financing in order to carry out its exploration and development activities outside of the Working Capital Period.
• The prospective resources set out in this Document have been estimated by the Competent Person using probabilistic analysis. These estimates are imprecise and depend to some extent on interpretations, which may ultimately prove to be inaccurate and require adjustment or, even if valid when originally calculated, may alter significantly when new information or techniques become available.
• Georgina is a relatively new exploration company with limited operating history and has yet to generate a

profit from its activities. The Company's business plan requires significant expenditure, particularly capital expenditure, during its exploration phase. Any future revenue and profitability from the Company's business will be dependent upon the successful exploration and development of the Prospects, and there can be no assurance that the Company will achieve profitability in future.

Key information on the securities

What are the main features of the securities?

Description	The securities being admitted are equity securities, specifically Ordinary Shares of
	£0.05 each which are registered with ISIN number GB00BSMN5L80 on Re-admission.
Currency	The Ordinary Shares are denominated in UK Pounds Sterling.
Number	On Re-admission there will be 90,088,396 Ordinary Shares in issue.
Rights	The Ordinary Shares are ordinary shares and represent the sole voting class of the
	Company's share capital.
	Holders of Ordinary Shares shall be entitled to receive, and to participate in, any dividends
	declared in relation to the Ordinary Shares.
	On a winding-up or a return of capital by the Company, holders of Ordinary Shares shall
	be entitled to all of the Company's remaining net assets after taking into account any net
	assets attributable to any other class of shares (if any) in issue.
	Holders of Ordinary Shares will be entitled to attend and vote at all general meetings of the
	Company and, on a poll, to one vote for each Ordinary Share held.
	The Ordinary Shares are not redeemable.
	The consent of the holders of each class of Ordinary Shares will be required for the
	variation of any rights attached to the relevant class of Ordinary Shares.

A7 6(c)

A7 7(a)

8

Seniority	As the securities being admitted are equity securities, they would rank below the
	Company's then-existing debts in the event of insolvency.
Transferability	The Ordinary Shares are freely transferable and have no restrictions on transfer.
Dividend policy	On Re-admission the Board's objective is the achievement of substantial capital growth. In
	the short term they do not intend to declare a dividend.

Where will the securities be traded?

Application will be made for the Enlarged Share Capital to be readmitted to the Equity Shares (transition) category on the Official List and to trade on the London Stock Exchange's main market for listed securities. It is expected that Re-admission will become effective and that unconditional dealings will commence at 8.00 a.m. on 30 July 2024.

What are the key risks that are specific to the securities?

• As New Ordinary Shares are being issued contemporaneously with Re-admission the interests of Shareholders immediately before Re-admission will be diluted.
• A listing on the Equity Shares (transition) category will afford investors a lower level of regulatory protection than that afforded to investors in a company with a listing on the Equity Shares (commercial companies) category, which is subject to additional obligations under the UKLR, which may have an adverse effect on the valuation of the Ordinary Shares.
• Investments in Ordinary Shares may be relatively illiquid. There may be a limited number of Shareholders and this factor may contribute both to infrequent trading in the Ordinary Shares on the London Stock Exchange and to volatile Ordinary Share price movements. Investors should not expect that they will necessarily be able to realise their investment in Ordinary Shares within a period that they would regard as reasonable. Accordingly, the Ordinary Shares may not be suitable for short-term investment. Re-admission should not be taken as implying that there will be an active trading market for the Ordinary Shares. Even if an active trading market develops, the market price for the Ordinary Shares may fall below the issue price.
• The ability of the Company to pay dividends on the Ordinary Shares is a function of its profitability and the extent to which, as a matter of law, it will have available to it sufficient distributable reserves out of which any proposed dividend may be paid. The Company can give no assurances that it will be able to pay a dividend going forward; on the contrary, as the objective of the Board is the achievement of substantial capital growth, in the short term they do not intend to declare a dividend.

A7 7(b)

A7 7(d)

Key information on the offer of securities to the public and/or the admission to trading on a regulated market
Under which conditions and timetable can I invest in this security?	A7 8(a)

A Placing of 40,000,000 New Ordinary Shares will occur at price of £0.125 per Placing Share. Completion of the Placing is conditional on, amongst other things, Re-admission.

The Placing is not being underwritten. Allocations under the Placing have been determined at the discretion of the Company following consultation with the Joint Brokers. The Placing Shares are being offered by the Joint Brokers to a limited number of institutional and other qualifying investors in the Placing.

The Company, the Re-admission Directors and the Joint Brokers have entered into the Placing Agreement relating to the Placing pursuant to which, subject to certain conditions, the Joint Brokers have agreed to use their reasonable endeavors to procure Placees for the Placing Shares. The Joint Brokers' obligations are subject to certain conditions in the Placing Agreement.

The Placing is subject to the satisfaction of certain conditions contained in the Placing Agreement, which are typical for agreements of this nature, including Re-admission becoming effective no later than 8.00 a.m. on 30 July 2024 and the Placing Agreement not having been terminated prior to Re-admission. Certain conditions are related to events which are outside the control of the Company and the Joint Brokers.

For the avoidance of doubt, the Proposed Acquisition and Re-admission contemplated by this Prospectus will not occur in the absence of the Placing contemplated by this Prospectus.

Expected timetable
Publication of this Prospectus	11	July 2024
Placing funds due from Placees applying for Placing Shares in CREST	30	July 2024
Issue of New Ordinary Shares	30	July 2024
Re-admission of the Ordinary Shares and admission of the	8:00 a.m. on 30 July 2024
New Ordinary Shares and commencement of unconditional dealings
in the Enlarged Share Capital
CREST members' accounts credited in respect of New Ordinary Shares	as soon as reasonably
in uncertificated form	practicable on 30	July 2024
Dispatch of definitive share certificates for New Ordinary Shares in certificated	within 10 Business Days
form by no later than	of Re-admission
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If Re-admission does not take place for any reason by 8.00 am. GMT on or prior to 8.00 a.m. on 30 July 2024 (or such later date being no later than 1 August 2024 as may be agreed by the Company and the Joint Brokers), monies will be returned to Placees without interest.

The Placing is not being underwritten. The Joint Brokers, as the agents for the Company, have procured irrevocable commitments from Placees to subscribe for the full amount of Placing Shares, and there are no conditions attached to such irrevocable commitments other than Re-admission.

Details of admission to trading on a regulated market

Application will be made for the Enlarged Share Capital to be readmitted to a the Equity Shares (transition) category on the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that Re-admission will become effective and that unconditional dealings will commence at 8.00 a.m. on 30 July 2024.

Expenses

The Company expects that its expenses in connection with Re-admission will be approximately £670,000. The Company intends to pay and/or recoup these expenses from the gross proceeds of the Placing. There are no commissions, fees or expenses to be charged directly to investors by the Company.

Dilution

The Placing, Debt Conversion, Conversion and the contemporaneous acquisition of Georgina in exchange for the Initial Consideration Shares will result in the Existing Ordinary Shares being diluted so as to constitute approximately 7% of the Enlarged Share Capital immediately after Re-admission.

Why is this prospectus being produced?

Reasons for the Placing and Working Capital Net Proceeds

The Company is making the Proposed Acquisition, which constitutes a Reverse Takeover, and therefore requires the publication of this Prospectus in connection with the Re-admission of the Enlarged Share Capital. The working capital required by the Enlarged Group requires the Company to raise further capital by conducting the Placing.

Conditional on the Placing and Re-admission, the Company has raised gross proceeds of £5,000,000. After payment of commission, professional fees and costs of the Transaction (which are estimated to be approximately £670,000), the Company is expected to have Working Capital Net Proceeds of £4,330,000. Capital Net Proceeds are intended to be applied in the following manner during the Working Capital Period:

	£
Hussar
Geophysical and seismic processing	189,000
3D Seismic	185,000
Well clean-out and new casing	260,000
Drilling and re-entry design	328,000
Wellhead Equipment	85,000
Mobilisation / De-mobilisation	220,000
Consultants and staffing	590,000
Equipment	122,902
Mount Winter
Property renewals	41,600
Permitting and social	72,000
Well re-entry and planning	85,000
Consultants and staff	130,000
General corporate
General and administration	692,434	A7 8(c)
Repayment of loan	527,064
WORKING CAPITAL NET PROCEEDS	4,330,000

Underwriting

The Placing is not being underwritten.

Conflicts of interest

As at the date of this Document, there are no potential conflicts of interest between any duties to the Enlarged Group of any of the Directors, Proposed Directors and their private interests and/or other duties save that Mark Wallace and Anthony Hamilton (both Proposed Directors) will be majority shareholders in the Company. Any material conflict of interest that arises in future will be considered by the non-conflicted directors.

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