THE
INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT
FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY
OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION
IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION.
THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF
THE OFFER MENTIONED BELOW AND IS NOT A SOLICITATION OF AN OFFER TO
BUY SECURITIES IN THE UNITED STATES. PLEASE SEE THE SECTION
"IMPORTANT NOTICES" AT THE END OF THIS DOCUMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY
JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM
WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES
LAWS OR OTHERWISE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF THE MARKET ABUSE REGULATION (EU) NO. 596/2014 (AS AMENDED) AS IT
FORMS PART OF THE DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (AS AMENDED)
("MAR").
3 March 2025
ACG METALS
LIMITED
("ACG" or
the "Company")
Closing of
the Share Tender Offer and Issue of the Drag
Notice
ACG announces that the Share Tender
Offer for up to 26,899,425 Warrants in the Company, representing
approximately 70% of all Warrants (the "Tender Offer"), closed on 28 February
2025.
The Company further confirms that,
prior to the Record Date for the Share Tender Offer, it received
acceptances from Qualifying Warrantholders
in excess of 50 per cent. of the outstanding Warrants under each of
the Amended Warrant Instruments. The Company hereby confirms
that the Minimum Threshold has, therefore, been met and that the
Tender Conditions have been satisfied (save for Admission).
Consequently, and pursuant to clause 6B.1 of the
First Warrant Instrument and clause 6B.1 of the Second Warrant
Instrument (respectively), the Company is today exercising its Drag
Right by the issue of a drag notice to all Warrantholders pursuant
to which the Company shall compulsorily purchase, on the same terms
as the Share Tender Offer and on a pro-rata basis, 70% of all
Warrants regardless of whether they were tendered under the Share
Tender Offer (the "Drag
Notice"). The Drag Notice shall be posted to Warrantholders
today. For the avoidance of doubt, any Warrants tendered by
Qualifying Warrantholders prior to the Record Date pursuant to the
Share Tender Offer shall be acquired by the Company in accordance
with the Terms and Conditions of the Share Tender Offer set out in
Part III of the Circular published on 7 February 2025. Any
applications to tender Warrants under the Share Tender Offer in
excess of a Warrantholder's Basic Entitlement will be scaled back
to the Basic Entitlement on completion of the Share Tender
Offer.
It is expected that upon completion
of the Share Tender Offer, not more than 2,689,942 Class A Ordinary
Shares in the capital of the Company ("New Shares") will be issued in exchange
for the Warrants being acquired by the Company pursuant to the
Share Tender Offer and the exercise by the Company of its Drag
Right. No fractional New Shares will be issued pursuant to the
Share Tender Offer or the exercise by the Company of its Drag
Right. Instead, any fractional New Shares which a Warrantholder
would otherwise have been entitled to receive pursuant to the Share
Tender Offer or following the exercise of the Company of its Drag
Right will be aggregated and then rounded down to the nearest whole
New Share.
Completion of the Share Tender
Offer, admission of the New Shares and commencement of dealings in
the New Shares on the Main Market is expected to occur on or around
21 March 2025. Any changes to the expected timetable will be
announced via a Regulator Information Service.
Capitalised terms used but not
defined in this announcement will have the same meaning as set out
in the Circular published on 7 February 2025.
- ENDS -
The person responsible for the
release of this information on behalf of the Company is Artem
Volynets, Chief Executive Officer.
For further information
please contact:
Palatine
Communications Advisor
Conal Walsh / James Gilheany/ Kelsey
Traynor/ Richard Seed
acg@palatine-media.com
About the Company
ACG is a company with a vision to
consolidate the critical metals industry, starting with the copper
sector. Through a series of roll-up acquisitions, ACG intends to
become a premier supplier of copper and other critical metals to
the western OEM supply chain, with best-in-class ESG and carbon
footprint characteristics.
In September 2024, ACG successfully
completed the acquisition of the Gediktepe Mine, an operating open
pit mine in Türkiye currently producing 34 koz of gold and 361 koz
of silver. Gediktepe is expected to transition to primary copper
and zinc production from 2026 and will target annual steady-state
copper equivalent production of 20-25 kt.
ACG's team has extensive M&A
experience built through decades spent at blue-chip multinationals
in the sector. The team brings a significant network as well as a
commitment to ESG principles and strong corporate
governance.
For more information about ACG,
please visit: https://acgmetals.com/
IMPORTANT
NOTICES
This announcement does not constitute or form
part of an offer or invitation, or a solicitation of any offer or
invitation, to purchase any Warrants or other
securities.
Apart from the responsibilities and
liabilities, if any, which may be imposed on Stifel Nicholaus
Europe Limited ("Stifel")
under FSMA or the regulatory regime established thereunder, or
under the regulatory regime of any jurisdiction where the exclusion
of liability under the relevant regulatory regime would be illegal,
void or unenforceable: (i) neither Stifel nor any person associated
or affiliated with it accepts any responsibility whatsoever or
makes any warranty or representation, express or implied, in
relation to the contents of this announcement, including its
accuracy, completeness or verification or for any other statement
made or purported to be made by, or on behalf of it, ACG or the
Directors, in connection with ACG and/or the Tender Offer; and (ii)
Stifel and each of their affiliates accordingly disclaims, to the
fullest extent permitted by law, all and any liability whatsoever,
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise be found to have in respect of
this announcement or any such statement. No representation or
warranty, express or implied, is made by Stifel or any of its
respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in this
announcement, and nothing in this document will be relied upon as a
promise or representation in this respect, whether or not as to the
past or future.
This press release may not be published,
distributed, transmitted or otherwise sent into the United States
of America (including its territories and possessions, every State
in the United States and the District of Columbia). This
press release does not constitute an extension into the United
States of the offer mentioned in this press release, nor does this
press release constitute nor form part of an offer to sell
securities or the solicitation of an offer to buy securities in the
United States. The securities referred to herein
have not been registered under the US Securities Act of 1933, as
amended (the "U.S. Securities
Act"), and may not be offered or sold in the United States
absent registration or an exemption from registration or in a
transaction not subject to the registration requirements under the
U.S. Securities Act. There will be no public offering of the
securities in the United States. Warrantholders in the
United States or who are, or who are acting for the account or
benefit of, a U.S. person (within the meaning of Regulation S under
the U.S. Securities Act of 1933, as amended) will not be eligible
to participate in the offer described in this press release.
Offer documents, including the Circular and tender forms, when
issued, will not be distributed or sent into the United
States.
Forward looking
statements
Forward looking statements Certain statements
contained in this announcement constitute forward-looking
information or forward-looking statements within the meaning of
applicable securities laws (collectively, "forward-looking
statements"). Forward-looking statements can be identified by the
use of words such as "plans", "expects", "budget", "estimates",
"forecasts", "intends", "anticipates", "believes" or equivalents or
variations, including negative variations, of such words and
phrases, or state that certain actions, events or results, "may",
"could", "would", "should", "might" or "will" be taken, occur or be
achieved. These forward-looking statements include, but are not
limited to, statements regarding the expiration of the Tender Offer
and the financing of the Tender Offer. Forward-looking statements
should not be read as guarantees of future events, performance or
results, and will not necessarily be accurate indications of
whether, or the times at which, such events, performance or results
will be achieved. All of the statements and information in this
announcement containing forward-looking statements are qualified by
these cautionary statements. Forward-looking statements are based
on information available at the time they are made, underlying
estimates and assumptions made by management and management's good
faith belief with respect to future events, performance and
results, and are subject to inherent risks and uncertainties
surrounding future expectations generally. Such risks and
uncertainties include, but are not limited to, compliance with or
waiver of the conditions to the Tender Offer. The Company cautions
readers that this list of factors is not exhaustive and that should
certain risks or uncertainties materialise, or should underlying
estimates or assumptions prove incorrect, actual events,
performance and results may vary significantly from those expected.
There can be no assurance that the actual results, performance,
events or activities anticipated by the Company will be realised
or, even if substantially realised, that they will have the
expected consequences to, or effects on, the Company. Readers are
urged to consider these factors carefully in evaluating
forward-looking statements and are cautioned not to place undue
reliance on any forward- looking statements. Other than as required
by applicable securities laws, the Company undertakes no obligation
to update or revise any such forward-looking statements to reflect
events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events.
