sc-10b5-negative-assurance-letter.docx

1017-00001 · Client 1017 · Closing

sc-10b5-negative-assurance-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, NY 10006, USA Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

March 16, 2026

Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022

Attention: Samantha Reeves, Managing Director, Equity Capital Markets

Re: Registered Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC (the "Company" or the "Issuer") by Crestwood Venture Partners III, L.P. (the "Selling Shareholder"); Block Trade Agreement dated March 12, 2026 (the "Agreement")

Dear Ms. Reeves:

We have acted as counsel to Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, with its ordinary shares listed on the NASDAQ Global Select Market under the symbol "AUGM" and admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange (the "Company"), in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of the Company by Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"). The Offering is being conducted pursuant to the Block Trade Agreement dated as of March 12, 2026 (the "Agreement"), among the Selling Shareholder, Meridian Zanthor & Co., as sole bookrunner and underwriter (the "Underwriter"), and the Company. The Shares are being offered at a public offering price of $32.00 per Share, resulting in an aggregate deal value of $48,000,000. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Shareholder in the Offering.

This letter is being delivered to you pursuant to Section 7(e) of the Agreement as a condition to the closing of the Offering on the date hereof.

1. Documents Reviewed and Scope of Participation

In connection with the preparation and delivery of this letter, we have reviewed the following documents and participated in the following procedures:

1.1 Registration Statement

We have reviewed the Registration Statement on Form F-3 (File No. 333-278415) of the Company, originally filed with the Securities and Exchange Commission (the "SEC" or the "Commission") on August 29, 2025, as declared effective by the Commission on September 22, 2025, including the base prospectus contained therein and all exhibits and schedules filed as part thereof (the "Registration Statement"). We have also reviewed all amendments to the Registration Statement, if any, filed with the Commission prior to the date hereof. References herein to the Registration Statement include all documents incorporated by reference therein at the time of its most recent effectiveness and any post-effective amendments thereto.

1.2 Prospectus Supplement

We have reviewed the Prospectus Supplement dated March 12, 2026, filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), on March 13, 2026, relating to the offering of 1,500,000 ordinary shares by the Selling Shareholder (the "Prospectus Supplement"). The Prospectus Supplement, together with the base prospectus forming part of the Registration Statement (including the documents incorporated by reference therein), are collectively referred to herein as the "Prospectus." We participated in the preparation and review of the Prospectus Supplement, including the drafting and revision of the disclosure contained therein, and in discussions and negotiations regarding the content of the Prospectus Supplement among the parties and their respective counsel.

1.3 Incorporated Documents

We have reviewed the Annual Report of the Company on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on February 28, 2026 (the "Annual Report"), and all other documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement and the Prospectus as of the date hereof (collectively, together with the Annual Report, the "Incorporated Documents"). Our review of the Incorporated Documents was limited to a review of such documents on their face and did not include any independent investigation or verification of the statements contained therein.

1.4 Block Trade Agreement

We have reviewed the Block Trade Agreement dated as of March 12, 2026, among the Selling Shareholder, the Underwriter, and the Company, including all exhibits, annexes, and schedules thereto. We participated in the negotiation and preparation of the Agreement on behalf of the Company.

1.5 Due Diligence Participation

In addition to our review of the foregoing documents, we have:

(a) participated in conferences and discussions with officers and representatives of the Company, including Marcus Halford, Chief Executive Officer, Elena Marchetti, Chief Financial Officer, and Jonathan Pryce-Harlow, General Counsel and Company Secretary, regarding the business, operations, financial condition, and prospects of the Company and the disclosures contained in the Registration Statement, the Prospectus Supplement, and the Incorporated Documents;

(b) participated in conferences and discussions with representatives of Meridian Zanthor & Co. and Hargreaves Finch LLP, counsel to the Underwriter, regarding the Offering, the disclosures contained in the Registration Statement and the Prospectus, and related matters;

(c) participated in the bring-down due diligence session conducted on March 15, 2026, during which officers and representatives of the Company responded to inquiries from representatives of the Underwriter and counsel to the Underwriter regarding developments in the business and affairs of the Company since the filing of the Annual Report, and confirmed the continued accuracy and completeness of the disclosures contained in the Registration Statement and the Prospectus;

(d) reviewed the bring-down comfort letter dated March 16, 2026, delivered by Pemberton & Associates LLP, the Company's independent registered public accounting firm, to the Underwriter in accordance with Statement on Auditing Standards No. 72, as amended (the "Bring-Down Comfort Letter");

(e) reviewed the initial comfort letter dated March 12, 2026, delivered by Pemberton & Associates LLP to the Underwriter (the "Initial Comfort Letter");

(f) reviewed the Officer's Certificate dated March 16, 2026, executed by Marcus Halford, Chief Executive Officer, and Elena Marchetti, Chief Financial Officer, delivered to the Underwriter pursuant to Section 7(c) of the Agreement; and

(g) reviewed such other documents, records, corporate proceedings, and matters as we have deemed necessary or appropriate for purposes of this letter.

We did not participate in the preparation of the Company's financial statements or in the audit or review thereof by Pemberton & Associates LLP.

2. Limitations and Qualifications

The negative assurance statements set forth in Sections 3 and 4 below are subject to the following limitations and qualifications:

2.1 Nature of Negative Assurance

This letter is not to be construed as a guarantee, warranty, or assurance of any kind regarding the accuracy, completeness, or fairness of the Registration Statement, the Prospectus, or the Incorporated Documents, or any part thereof. This letter is furnished solely as a matter of professional judgment based upon the procedures and review described herein, and not as a confirmation or certification of matters of fact. The statements and conclusions set forth herein are inherently limited by the nature of the procedures we have undertaken, which, as described above, do not constitute an audit conducted in accordance with generally accepted auditing standards or a comprehensive investigation of all relevant facts and circumstances. We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Prospectus Supplement, or the Incorporated Documents, except to the extent expressly set forth herein.

2.2 Scope Limitations — No Audit or Independent Verification

We have not independently verified the accuracy, completeness, or fairness of any of the financial statements, financial data, statistical data, or other numerical or financial information contained in or incorporated by reference into the Registration Statement or the Prospectus. The financial statements and schedules (including the notes thereto), and other financial, statistical, and accounting data included or incorporated by reference in the Registration Statement and the Prospectus, were not reviewed, audited, or verified by us, and we express no view with respect thereto. Such matters are within the professional purview and responsibility of Pemberton & Associates LLP, as the Company's independent registered public accounting firm, and the officers and directors of the Company who are responsible for the preparation of such financial statements and data.

2.3 Scope Limitations — Excluded Information

Without limiting the generality of Section 2.2 above, we express no view with respect to:

(a) the financial statements and schedules of the Company, including the notes thereto and the related reports of the Company's independent registered public accounting firm, and other financial, statistical, and accounting data contained in or incorporated by reference into the Registration Statement or the Prospectus;

(b) the interactive data (XBRL) exhibits to the Registration Statement or the Annual Report, or any other machine-readable data files submitted to the Commission;

(c) the statements of management regarding the effectiveness or adequacy of the Company's internal controls over financial reporting, or the related report of the Company's independent registered public accounting firm regarding such internal controls, whether included in the Annual Report or otherwise incorporated by reference into the Registration Statement or the Prospectus; and

(d) any information supplied by or relating specifically to the Selling Shareholder, including information regarding the Selling Shareholder's beneficial ownership of the Shares, its organizational structure, its relationship with the Company, or its plan of distribution, other than to the extent such information was reviewed by us in connection with the preparation and review of the Prospectus Supplement.

The items described in clauses (a) through (d) above are collectively referred to herein as the "Excluded Information."

2.4 Reliance on Representations

In rendering this letter, we have relied, to the extent we deemed appropriate and reasonable under the circumstances, upon: (i) the representations and warranties of the Company and the Selling Shareholder contained in the Agreement; (ii) the Officer's Certificate dated March 16, 2026, executed by Marcus Halford and Elena Marchetti, and delivered to the Underwriter pursuant to the Agreement; (iii) certificates and representations of officers and representatives of the Company and the Selling Shareholder delivered to us in connection with the Offering; and (iv) oral and written representations made to us by the Company's management and personnel during due diligence sessions conducted in connection with the Offering. We have assumed, without independent investigation, that such representations and warranties are true and correct and that such certificates are accurate and complete. We have not undertaken any independent investigation to determine the accuracy of any such representations, warranties, or certificates.

2.5 Qualification Regarding Legal Conclusions

This letter does not address any legal conclusions, including, without limitation, the validity, binding effect, or enforceability of any agreements, instruments, or other documents, the due authorization or execution of any documents by the Company or the Selling Shareholder, the compliance of any transaction with applicable laws or regulations (including the Securities Act or the Exchange Act), or the status of the Shares under any applicable securities laws. Such matters are addressed, to the extent addressed at all, in our separate opinion letter delivered to you on the date hereof, and the statements and conclusions set forth herein should not be read or interpreted as modifying, supplementing, or superseding the opinions and conclusions set forth in such separate opinion letter.

3. Negative Assurance Statement (Registration Statement)

Subject to the limitations, qualifications, and exclusions set forth in this letter, including those described in Section 2 above, and based upon and subject to our participation in the preparation of the Registration Statement and our review, discussion, conferences, and other procedures described in Section 1 above (which procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, an examination of internal controls, a comprehensive review of compliance with applicable laws and regulations, or any other form of independent investigation or verification), nothing has come to our attention that causes us to believe that the Registration Statement on Form F-3 (File No. 333-278415), as of September 22, 2025 (the date of its most recent effectiveness), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.

The foregoing statement does not apply to the Excluded Information as described in Section 2.3 above.

4. Negative Assurance Statement (Prospectus Supplement and Prospectus)

(a) the Prospectus Supplement dated March 12, 2026, as filed with the Commission on March 13, 2026 pursuant to Rule 424(b)(7) under the Securities Act, as of the date of the Prospectus Supplement or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or

(b) the Prospectus (consisting of the Prospectus Supplement together with the base prospectus forming part of the Registration Statement), as of the date of the Prospectus Supplement or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The foregoing statements do not apply to the Excluded Information as described in Section 2.3 above, and in particular do not extend to the financial statements, schedules, notes thereto, and other financial, statistical, and accounting data contained in or incorporated by reference into the Registration Statement or the Prospectus.

5. Additional Limitations and Disclaimers

5.1 Securities Act Reference

The negative assurance statements set forth in Sections 3 and 4 above are rendered with reference to Section 11 and Section 12(a)(2) of the Securities Act, and Rule 10b-5 promulgated under the Exchange Act. This letter is commonly referred to as a "10b-5 letter" or "negative assurance letter" and is rendered in accordance with the customary practice for underwritten offerings and block trade transactions of this type, as described in the reports and policy statements of the American Bar Association Section of Business Law's Committee on Federal Regulation of Securities and related publications. We note that the procedures underlying this letter are substantially narrower in scope than an audit conducted in accordance with generally accepted auditing standards or a forensic investigation and are inherently limited in the matters they can be expected to reveal.

5.2 No Duty to Update

This letter is given as of the date hereof and speaks only as of the date hereof. We assume no obligation to update, supplement, revise, or reaffirm this letter to reflect any facts, circumstances, events, or developments that may hereafter come to our attention, or any changes in applicable law, regulation, or interpretation thereof that may hereafter occur or become effective, whether retroactively or prospectively. Without limiting the generality of the foregoing, we do not undertake to advise you or any other person of any changes in the matters described herein or of any subsequent events that might affect the statements or conclusions set forth in this letter.

5.3 Governing Law

This letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.

6. Reliance and Distribution Restrictions

This letter is furnished solely for the benefit of Meridian Zanthor & Co. in its capacity as Underwriter in connection with the Offering, and may not be relied upon by any other person or entity or for any purpose other than in connection with the closing of the Offering on the date hereof, without our prior written consent. This letter may not be quoted, referred to, summarized, described, or furnished to any other person or entity (other than Hargreaves Finch LLP, as counsel to the Underwriter, as set forth below) without our prior written consent, except as may be required by applicable law, rule, or regulation, or in response to a lawful subpoena or other compulsory legal process, or in connection with any legal, administrative, or regulatory proceeding arising out of or relating to the Offering.

Notwithstanding the foregoing, this letter may be relied upon by Hargreaves Finch LLP, counsel to the Underwriter, solely in connection with its role as counsel to the Underwriter in the Offering and not for any other purpose. No other person or entity shall be entitled to rely upon this letter, and we assume no responsibility or liability to any person or entity other than Meridian Zanthor & Co. and Hargreaves Finch LLP (subject to the limitations set forth herein) arising out of or relating to this letter.

We are furnishing this letter to you solely in our capacity as counsel to the Company and not as counsel to the Underwriter or the Selling Shareholder. Nothing in this letter should be construed as establishing an attorney-client relationship between Calderwood & Harkness LLP and Meridian Zanthor & Co. or any other recipient of this letter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Theodore Langston Partner, Capital Markets Group One Liberty Plaza, 50th Floor New York, NY 10006

cc:

Aurelius Global Media Group PLC

Attn: Jonathan Pryce-Harlow, General Counsel & Company Secretary

45 Broadwick Street London W1F 9BN United Kingdom

Hargreaves Finch LLP

Attn: Catherine Yuen, Partner

600 Third Avenue, 31st Floor New York, NY 10016

Whitford & Dane LLP

Attn: Gregory Whitford, Partner

100 Federal Street, Suite 2800 Boston, MA 02110

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 50th Floor New York, NY 10006, USA Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
March 16, 2026
Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022
Attention: Samantha Reeves, Managing Director, Equity Capital Markets
Re: Registered Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC (the "Company" or the "Issuer") by Crestwood Venture Partners III, L.P. (the "Selling Shareholder"); Block Trade Agreement dated March 12, 2026 (the "Agreement")
Dear Ms. Reeves:
We have acted as counsel to Aurelius Global Media Group PLC, a public limited company incorporated under the laws of England and Wales, with its ordinary shares listed on the NASDAQ Global Select Market under the symbol "AUGM" and admitted to the standard listing segment of the Official List of the Financial Conduct Authority and to trading on the Main Market of the London Stock Exchange (the "Company"), in connection with the registered block secondary offering (the "Offering") of 1,500,000 ordinary shares, par value £0.10 per share (the "Shares"), of the Company by Crestwood Venture Partners III, L.P., a Delaware limited partnership (the "Selling Shareholder"). The Offering is being conducted pursuant to the Block Trade Agreement dated as of March 12, 2026 (the "Agreement"), among the Selling Shareholder, Meridian Zanthor & Co., as sole bookrunner and underwriter (the "Underwriter"), and the Company. The Shares are being offered at a public offering price of $32.00 per Share, resulting in an aggregate deal value of $48,000,000. The Company will not receive any of the proceeds from the sale of the Shares by the Selling Shareholder in the Offering.
This letter is being delivered to you pursuant to Section 7(e) of the Agreement as a condition to the closing of the Offering on the date hereof.
1. Documents Reviewed and Scope of Participation
In connection with the preparation and delivery of this letter, we have reviewed the following documents and participated in the following procedures:
1.1 Registration Statement
We have reviewed the Registration Statement on Form F-3 (File No. 333-278415) of the Company, originally filed with the Securities and Exchange Commission (the "SEC" or the "Commission") on August 29, 2025, as declared effective by the Commission on September 22, 2025, including the base prospectus contained therein and all exhibits and schedules filed as part thereof (the "Registration Statement"). We have also reviewed all amendments to the Registration Statement, if any, filed with the Commission prior to the date hereof. References herein to the Registration Statement include all documents incorporated by reference therein at the time of its most recent effectiveness and any post-effective amendments thereto.
1.2 Prospectus Supplement
We have reviewed the Prospectus Supplement dated March 12, 2026, filed with the Commission pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the "Securities Act"), on March 13, 2026, relating to the offering of 1,500,000 ordinary shares by the Selling Shareholder (the "Prospectus Supplement"). The Prospectus Supplement, together with the base prospectus forming part of the Registration Statement (including the documents incorporated by reference therein), are collectively referred to herein as the "Prospectus." We participated in the preparation and review of the Prospectus Supplement, including the drafting and revision of the disclosure contained therein, and in discussions and negotiations regarding the content of the Prospectus Supplement among the parties and their respective counsel.
1.3 Incorporated Documents
We have reviewed the Annual Report of the Company on Form 20-F for the fiscal year ended December 31, 2025, filed with the Commission on February 28, 2026 (the "Annual Report"), and all other documents filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), that are incorporated by reference in the Registration Statement and the Prospectus as of the date hereof (collectively, together with the Annual Report, the "Incorporated Documents"). Our review of the Incorporated Documents was limited to a review of such documents on their face and did not include any independent investigation or verification of the statements contained therein.
1.4 Block Trade Agreement
We have reviewed the Block Trade Agreement dated as of March 12, 2026, among the Selling Shareholder, the Underwriter, and the Company, including all exhibits, annexes, and schedules thereto. We participated in the negotiation and preparation of the Agreement on behalf of the Company.
1.5 Due Diligence Participation
In addition to our review of the foregoing documents, we have:
(a) participated in conferences and discussions with officers and representatives of the Company, including Marcus Halford, Chief Executive Officer, Elena Marchetti, Chief Financial Officer, and Jonathan Pryce-Harlow, General Counsel and Company Secretary, regarding the business, operations, financial condition, and prospects of the Company and the disclosures contained in the Registration Statement, the Prospectus Supplement, and the Incorporated Documents;
(b) participated in conferences and discussions with representatives of Meridian Zanthor & Co. and Hargreaves Finch LLP, counsel to the Underwriter, regarding the Offering, the disclosures contained in the Registration Statement and the Prospectus, and related matters;
(c) participated in the bring-down due diligence session conducted on March 15, 2026, during which officers and representatives of the Company responded to inquiries from representatives of the Underwriter and counsel to the Underwriter regarding developments in the business and affairs of the Company since the filing of the Annual Report, and confirmed the continued accuracy and completeness of the disclosures contained in the Registration Statement and the Prospectus;
(d) reviewed the bring-down comfort letter dated March 16, 2026, delivered by Pemberton & Associates LLP, the Company's independent registered public accounting firm, to the Underwriter in accordance with Statement on Auditing Standards No. 72, as amended (the "Bring-Down Comfort Letter");
(e) reviewed the initial comfort letter dated March 12, 2026, delivered by Pemberton & Associates LLP to the Underwriter (the "Initial Comfort Letter");
(f) reviewed the Officer's Certificate dated March 16, 2026, executed by Marcus Halford, Chief Executive Officer, and Elena Marchetti, Chief Financial Officer, delivered to the Underwriter pursuant to Section 7(c) of the Agreement; and
(g) reviewed such other documents, records, corporate proceedings, and matters as we have deemed necessary or appropriate for purposes of this letter.
We did not participate in the preparation of the Company's financial statements or in the audit or review thereof by Pemberton & Associates LLP.
2. Limitations and Qualifications
The negative assurance statements set forth in Sections 3 and 4 below are subject to the following limitations and qualifications:
2.1 Nature of Negative Assurance
This letter is not to be construed as a guarantee, warranty, or assurance of any kind regarding the accuracy, completeness, or fairness of the Registration Statement, the Prospectus, or the Incorporated Documents, or any part thereof. This letter is furnished solely as a matter of professional judgment based upon the procedures and review described herein, and not as a confirmation or certification of matters of fact. The statements and conclusions set forth herein are inherently limited by the nature of the procedures we have undertaken, which, as described above, do not constitute an audit conducted in accordance with generally accepted auditing standards or a comprehensive investigation of all relevant facts and circumstances. We are not passing upon and do not assume any responsibility for the accuracy, completeness, or fairness of the statements contained in the Registration Statement, the Prospectus Supplement, or the Incorporated Documents, except to the extent expressly set forth herein.
2.2 Scope Limitations — No Audit or Independent Verification
We have not independently verified the accuracy, completeness, or fairness of any of the financial statements, financial data, statistical data, or other numerical or financial information contained in or incorporated by reference into the Registration Statement or the Prospectus. The financial statements and schedules (including the notes thereto), and other financial, statistical, and accounting data included or incorporated by reference in the Registration Statement and the Prospectus, were not reviewed, audited, or verified by us, and we express no view with respect thereto. Such matters are within the professional purview and responsibility of Pemberton & Associates LLP, as the Company's independent registered public accounting firm, and the officers and directors of the Company who are responsible for the preparation of such financial statements and data.
2.3 Scope Limitations — Excluded Information
Without limiting the generality of Section 2.2 above, we express no view with respect to:
(a) the financial statements and schedules of the Company, including the notes thereto and the related reports of the Company's independent registered public accounting firm, and other financial, statistical, and accounting data contained in or incorporated by reference into the Registration Statement or the Prospectus;
(b) the interactive data (XBRL) exhibits to the Registration Statement or the Annual Report, or any other machine-readable data files submitted to the Commission;
(c) the statements of management regarding the effectiveness or adequacy of the Company's internal controls over financial reporting, or the related report of the Company's independent registered public accounting firm regarding such internal controls, whether included in the Annual Report or otherwise incorporated by reference into the Registration Statement or the Prospectus; and
(d) any information supplied by or relating specifically to the Selling Shareholder, including information regarding the Selling Shareholder's beneficial ownership of the Shares, its organizational structure, its relationship with the Company, or its plan of distribution, other than to the extent such information was reviewed by us in connection with the preparation and review of the Prospectus Supplement.
The items described in clauses (a) through (d) above are collectively referred to herein as the "Excluded Information."
2.4 Reliance on Representations
In rendering this letter, we have relied, to the extent we deemed appropriate and reasonable under the circumstances, upon: (i) the representations and warranties of the Company and the Selling Shareholder contained in the Agreement; (ii) the Officer's Certificate dated March 16, 2026, executed by Marcus Halford and Elena Marchetti, and delivered to the Underwriter pursuant to the Agreement; (iii) certificates and representations of officers and representatives of the Company and the Selling Shareholder delivered to us in connection with the Offering; and (iv) oral and written representations made to us by the Company's management and personnel during due diligence sessions conducted in connection with the Offering. We have assumed, without independent investigation, that such representations and warranties are true and correct and that such certificates are accurate and complete. We have not undertaken any independent investigation to determine the accuracy of any such representations, warranties, or certificates.
2.5 Qualification Regarding Legal Conclusions
This letter does not address any legal conclusions, including, without limitation, the validity, binding effect, or enforceability of any agreements, instruments, or other documents, the due authorization or execution of any documents by the Company or the Selling Shareholder, the compliance of any transaction with applicable laws or regulations (including the Securities Act or the Exchange Act), or the status of the Shares under any applicable securities laws. Such matters are addressed, to the extent addressed at all, in our separate opinion letter delivered to you on the date hereof, and the statements and conclusions set forth herein should not be read or interpreted as modifying, supplementing, or superseding the opinions and conclusions set forth in such separate opinion letter.
3. Negative Assurance Statement (Registration Statement)
Subject to the limitations, qualifications, and exclusions set forth in this letter, including those described in Section 2 above, and based upon and subject to our participation in the preparation of the Registration Statement and our review, discussion, conferences, and other procedures described in Section 1 above (which procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, an examination of internal controls, a comprehensive review of compliance with applicable laws and regulations, or any other form of independent investigation or verification), nothing has come to our attention that causes us to believe that the Registration Statement on Form F-3 (File No. 333-278415), as of September 22, 2025 (the date of its most recent effectiveness), contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading.
The foregoing statement does not apply to the Excluded Information as described in Section 2.3 above.
4. Negative Assurance Statement (Prospectus Supplement and Prospectus)
Subject to the limitations, qualifications, and exclusions set forth in this letter, including those described in Section 2 above, and based upon and subject to our participation in the preparation of the Prospectus Supplement and our review, discussion, conferences, and other procedures described in Section 1 above (which procedures do not constitute an audit conducted in accordance with generally accepted auditing standards, an examination of internal controls, a comprehensive review of compliance with applicable laws and regulations, or any other form of independent investigation or verification), nothing has come to our attention that causes us to believe that:
(a) the Prospectus Supplement dated March 12, 2026, as filed with the Commission on March 13, 2026 pursuant to Rule 424(b)(7) under the Securities Act, as of the date of the Prospectus Supplement or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or
(b) the Prospectus (consisting of the Prospectus Supplement together with the base prospectus forming part of the Registration Statement), as of the date of the Prospectus Supplement or as of the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
The foregoing statements do not apply to the Excluded Information as described in Section 2.3 above, and in particular do not extend to the financial statements, schedules, notes thereto, and other financial, statistical, and accounting data contained in or incorporated by reference into the Registration Statement or the Prospectus.
5. Additional Limitations and Disclaimers
5.1 Securities Act Reference
The negative assurance statements set forth in Sections 3 and 4 above are rendered with reference to Section 11 and Section 12(a)(2) of the Securities Act, and Rule 10b-5 promulgated under the Exchange Act. This letter is commonly referred to as a "10b-5 letter" or "negative assurance letter" and is rendered in accordance with the customary practice for underwritten offerings and block trade transactions of this type, as described in the reports and policy statements of the American Bar Association Section of Business Law's Committee on Federal Regulation of Securities and related publications. We note that the procedures underlying this letter are substantially narrower in scope than an audit conducted in accordance with generally accepted auditing standards or a forensic investigation and are inherently limited in the matters they can be expected to reveal.
5.2 No Duty to Update
This letter is given as of the date hereof and speaks only as of the date hereof. We assume no obligation to update, supplement, revise, or reaffirm this letter to reflect any facts, circumstances, events, or developments that may hereafter come to our attention, or any changes in applicable law, regulation, or interpretation thereof that may hereafter occur or become effective, whether retroactively or prospectively. Without limiting the generality of the foregoing, we do not undertake to advise you or any other person of any changes in the matters described herein or of any subsequent events that might affect the statements or conclusions set forth in this letter.
5.3 Governing Law
This letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law principles thereof that would result in the application of the laws of any other jurisdiction.
6. Reliance and Distribution Restrictions
This letter is furnished solely for the benefit of Meridian Zanthor & Co. in its capacity as Underwriter in connection with the Offering, and may not be relied upon by any other person or entity or for any purpose other than in connection with the closing of the Offering on the date hereof, without our prior written consent. This letter may not be quoted, referred to, summarized, described, or furnished to any other person or entity (other than Hargreaves Finch LLP, as counsel to the Underwriter, as set forth below) without our prior written consent, except as may be required by applicable law, rule, or regulation, or in response to a lawful subpoena or other compulsory legal process, or in connection with any legal, administrative, or regulatory proceeding arising out of or relating to the Offering.
Notwithstanding the foregoing, this letter may be relied upon by Hargreaves Finch LLP, counsel to the Underwriter, solely in connection with its role as counsel to the Underwriter in the Offering and not for any other purpose. No other person or entity shall be entitled to rely upon this letter, and we assume no responsibility or liability to any person or entity other than Meridian Zanthor & Co. and Hargreaves Finch LLP (subject to the limitations set forth herein) arising out of or relating to this letter.
We are furnishing this letter to you solely in our capacity as counsel to the Company and not as counsel to the Underwriter or the Selling Shareholder. Nothing in this letter should be construed as establishing an attorney-client relationship between Calderwood & Harkness LLP and Meridian Zanthor & Co. or any other recipient of this letter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Theodore Langston Partner, Capital Markets Group One Liberty Plaza, 50th Floor New York, NY 10006
cc:
Aurelius Global Media Group PLC
Attn: Jonathan Pryce-Harlow, General Counsel & Company Secretary
45 Broadwick Street London W1F 9BN United Kingdom
Hargreaves Finch LLP
Attn: Catherine Yuen, Partner
600 Third Avenue, 31st Floor New York, NY 10016
Whitford & Dane LLP
Attn: Gregory Whitford, Partner
100 Federal Street, Suite 2800 Boston, MA 02110

CALDERWOOD & HARKNESS LLP

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