Building an innovative financial media and technology group

Investment and Acquisition Strategy

Initial Objectives and Sector Focus

The Company’s initial investment strategy is to seek to operate as an enterprise company seeking acquisition or investment opportunities within both: (a) the financial media and related technology industries (the Media Sector); and (b) the energy sector (the Energy Sector).

Within the Media Sector, the Company will focus on the following areas for opportunities:

1. Financial news websites and other forms of “new media”
2. Investment research providers
3. Financial PR, IR, design and marketing agencies
4. Production studios and visual content providers
5. Technology platforms which facilitate capital raising and/or lending

Within the Energy Sector, the Company will focus on the following areas for opportunities:

• Energy infrastructure projects, particularly in developing jurisdictions
• Brownfield energy projects
• Renewable energy projects either as stand-alone or as a synergistic, piggy-back to infrastructure projects
• Gas to power projects, including the concomitant midstream and downstream infrastructure

Form of Investment and Acquisition Opportunities

The Directors will seek opportunities in both private and public companies via directly held equity holdings. However, where they consider it advantageous towards fulfilling the Company’s vision, they do not rule out investing in other forms of securities, including bonds

Geographic Focus

In respect of opportunities in the Media Sector, the Directors will be principally focused on making investments in UK businesses as well as international businesses seeking to enter the UK market and/or seeking a UK stock exchange listing. However, the Directors do not rule out making investments in businesses with no immediate or obvious connection to the UK if this presents, in their judgment, a compelling opportunity for Shareholders.

In respect of the Energy Sector, the Board intends to focus predominantly on opportunities arising in Africa. Subject to the local jurisdiction having, to the reasonable satisfaction of the Board, an appropriate legal and regulatory environment making the investment or acquisition target suitable.

Criteria for Investment and Acquisition Opportunities

All investment and acquisition opportunities will also be assessed for suitability against qualities such as:

1. Conformance of the investment opportunity with the aforementioned requirements;
2. A strong management team with a proven track record;
3. Investment-ready without the need for a material re-structuring;
4. Generating positive cash flow or likely to do so in the medium-term;
5. A clear value proposition which can be enhanced through an injection of new capital and/or improved management;
6. The ability to attract significant debt-funding to minimise the requirement for follow-on equity funding;
7. The potential to deliver significant returns for the Company and its Shareholders; and
8. Best-in-class ESG polices and practices.

Implementation and Development of Investment/Acquisition Strategy

Comprehensive due diligence will be conducted by the Company before making any acquisition or investments. The Company will ensure that any business in which it invests, acquires or organically grows, complies with applicable local laws and regulations. The Directors believe that their experience and extensive network of contacts will assist them in identifying, evaluating and funding suitable opportunities for investment, acquisition and for organic growth. External advisers will be engaged, as necessary, to assist with sourcing and due diligence of prospective opportunities. The Directors will also consider appointing additional directors with relevant experience to strengthen the Board.

Funds initially available to the Company will be used to meet general working capital requirements, to undertake due diligence on potential acquisition targets and to make investments in accordance with the investment guidelines described above.

The Investment Strategy is not fixed or binding on the Board, and will be subject to ongoing review and adjustment in the interest of Shareholders as a whole. The Board will review the strategy on, at least, an annual basis and, subject to such review and in the absence of any unforeseen circumstances, the Directors intend to adhere to the Investment Strategy. Changes to the Investment Strategy may be prompted by changes in government policies or economic conditions which alter or introduce additional investment opportunities. In the event of any change or amendment of the investment policy and strategy of the Company, this will be reported by the Directors by an announcement released through an RIS service.

The Directors intend to invest the Company’s cash resources, as far as practicable, in accordance with the Investment Strategy, however, market and other investment considerations may necessitate that cash resources of the Company are not fully invested for some time. The Directors may raise more equity funds as and when that is necessary to execute the Investment Strategy.

If the Company undertakes a Reverse Takeover (which would require Shareholder approval), the Ordinary Shares will be suspended until:

1. the Company publishes an admission document in respect of the company so enlarged by the Reverse Takeover; and/or
2. the Aquis Exchange is satisfied that sufficient information is publicly available about the Reverse Takeover such that an informed assessment can be made as to the financial position and prospects of the company as enlarged by the Reverse Takeover.

Investment and Acquisition Process

The Board will be responsible for the identification of investment and acquisition opportunities. The Company will also look to work with in-country experts and local partners where required, to assist in investment opportunity identification.

As part of the analysis of prospective investment and acquisition opportunities, appropriate legal and financial due diligence shall be commissioned and managed where applicable by the Board.
It will be the responsibility of the Board to instruct and manage appropriately qualified advisers so as to ascertain the legal and financial position of any opportunities.

Any investment or acquisition undertaken must first be approved by the Board. Any comments made by the Company’s AQSE Corporate Adviser, who shall review the potential investment or acquisition solely in light of any AQSE Rules implications, must also be addressed.