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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take you are recommended to seek your own financial advice immediately from an independent financial adviser who specialises in advising on shares or other securities and who is authorised under the Financial Services and Markets Act 2000 ("FSMA") or, if you are not resident in the UK, from another appropriately authorised independent financial adviser in your own jurisdiction. This Prospectus comprises a prospectus relating to Oltin plc (the "Company") prepared in accordance with the Prospectus Rules. This Prospectus has been approved by the Financial Conduct Authority ("FCA") and has been filed with the FCA in accordance with Rule 3.2 of the Prospectus Rules. This Prospectus is an "offering document" for the purposes of section 45 of the Act. This Prospectus has not been approved or reviewed by the Isle of Man Financial Services Authority ("IOMFSA") or any other governmental or regulatory authority in the Isle of Man. It is not necessary for this Prospectus to be filed or registered with any governmental or regulatory authority in the Isle of Man and it is not intended that this Prospectus will be filed with the Registrar of Companies in the Isle of Man pursuant to section 45(5) of the Act. Applications will be made to the London Stock Exchange for all of the Ordinary Shares of the Company to be issued pursuant to the Initial Placing and all of the Ordinary Shares and/or C Shares to be issued pursuant to each Subsequent Placing under the Placing Programme to be admitted to trading on the Specialist Fund Segment of the London Stock Exchange's main market for listed securities. It is expected that First Admission will become effective and that dealings for normal settlement in the Ordinary Shares issued pursuant to the Initial Placing will commence on 23 July 2019. It is expected that any Subsequent Admission in respect of Ordinary Shares and/or C Shares issued pursuant to the Placing Programme will commence during the period from 24 July 2019 to 9 July 2020. The Company and each of the Directors, whose names appear on page 36 of this Prospectus, accept responsibility for the information contained in this Prospectus. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Investment Manager accepts responsibility for the information in Part 2 and paragraph 2 of Part 3 of this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information in Part 2 and paragraph 2 of Part 3 of this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. Prospective investors should read the entire Prospectus and, in particular, the section headed "Risk Factors" when considering an investment in the Company. OLTIN PLC (Incorporated and registered in the Isle of Man with registered number 016890V) INITIAL PLACING FOR A TARGET ISSUE OF 5 MILLION ORDINARY SHARES AT €10.00 PER ORDINARY SHARE PLACING PROGRAMME OF ORDINARY SHARES AND/OR C SHARES Investment Manager Sturgeon Capital Ltd In considering whether to apply for Ordinary Shares or C Shares, you should rely only on information contained in this Prospectus. Recipients of this Prospectus acknowledge that they have relied only on the information contained in this Prospectus and that no person has been authorised to give any information or make any representations other than those contained in this Prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Investment Manager. Without prejudice to any obligation of the Company to publish a supplementary prospectus pursuant to section 87G of the FSMA and paragraph 3.4 of the Prospectus Rules, neither the delivery of this Prospectus nor any subscription for Ordinary Shares or C Shares made pursuant to this Prospectus shall, under any circumstances, Page 1 create any implication that there has been no change in the affairs of the Company since, or that the information contained in this Prospectus is correct at any time subsequent to, the date of this Prospectus. No statement in this Prospectus is intended as a profit forecast. Neither the Ordinary Shares nor the C Shares have been nor will be registered under the United States Securities Act of 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States or to, or for the account or benefit of, US Persons (as defined in Regulation S under the US Securities Act ("Regulation S")). In addition, the Company has not been and will not be registered under the US Investment Company Act of 1940, as amended (the "US Investment Company Act"), and the recipient of this Prospectus will not be entitled to the benefits of that act. This Prospectus should not be distributed into the United States or to US Persons. This Prospectus does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, Ordinary Shares or C Shares in any jurisdiction where such offer or solicitation is unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company. The offer and sale of Ordinary Shares or C Shares has not been and will not be registered under the applicable securities laws of Australia, Canada or Japan. Subject to certain exemptions, the Ordinary Shares or C Shares may not be offered to or sold within Australia, Canada or Japan or to any national, resident or citizen of Australia, Canada or Japan. FCA-authorised firms conducting designated investment business with retail customers under COB Rules are reminded that securities admitted to trading on the Specialist Fund Segment will be securities that may have characteristics such as: (i) variable levels of secondary market liquidity; (ii) sophisticated corporate structures; (iii) highly leveraged structures; and (iv) sophisticated investment propositions with concentrated risks and are therefore intended for institutional, professional, professionally advised and highly knowledgeable investors who understand or have been advised of the potential risk from investing in companies admitted to the Specialist Fund Segment. The Company and its advisers not subject to the COB Rules are responsible for compliance with equivalent conduct of business or point of sale rules in the jurisdiction in which they are based or in which they are marketing the securities concerned (if applicable). Specialist Fund Segment securities are not admitted to the Official List of the FCA. Therefore the Company has not been required to satisfy the eligibility criteria for admission to listing on the Official List and is not required to comply with the FCA's Listing Rules. The London Stock Exchange has not examined or approved the contents of this Prospectus. Capitalised terms have the meanings ascribed to them in Part 8 (Definitions) of this Prospectus. Dated: 10 July 2019 Page 2 TABLE OF CONTENTS SUMMARY ............................................................................................................4 RISK FACTORS ......................................................................................................... 19 IMPORTANT NOTICES ................................................................................................ 28 EXPECTED INITIAL PLACING TIMETABLE....................................................................... 34 INITIAL PLACING STATISTICS ..................................................................................... 35 PLACING PROGRAMME STATISTICS ............................................................................. 35 DEALING CODES ....................................................................................................... 35 DIRECTORS, INVESTMENT MANAGER AND ADVISERS ..................................................... 36 PART 1 INFORMATION ON THE COMPANY ............................................................ 38 PART 2 INVESTMENT PROPOSITION, INVESTMENT APPROACH, INITIAL PORTFOLIO AND TARGET PORTFOLIO ....................................................................... 45 PART 3 DIRECTORS, MANAGEMENT AND ADMINISTRATION ................................... 65 PART 4 THE INITIAL PLACING ............................................................................ 77 PART 5 THE PLACING PROGRAMME .................................................................... 80 PART 6 TAXATION .......................................................................................... 84 PART 7 ADDITIONAL INFORMATION ................................................................... 90 PART 8 DEFINITIONS ..................................................................................... 124 Page 3 SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A-E (A.1-E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Some Elements are not required to be addressed which means there may be gaps in the numbering sequence of the Elements.

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