REG - ACG Acquisition Co. - Closing of Acquisition

ACG MetalsAnnouncement

03/09/2024 17:15

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RNS Number : 7675C  ACG Acquisition Company Limited  03 September 2024

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INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION

THIS ANNOUNCEMENT IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED
AS, AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OF
THE COMPANY (AS DEFINED BELOW) IN ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL
TO DO SO

3 September 2024

ACG Acquisition Company Limited

("ACG" or the "Company")

Closing of Acquisition

ACG is pleased to confirm the closing of the acquisition of the Gediktepe Mine
in Türkiye from Lidya Madencilik Sanayi ve Ticaret Anonim Şirketi (the
"Seller"), a subsidiary of Istanbul-based conglomerate Çalık Holding (the
"Acquisition").

Re-Admission of the Enlarged Ordinary Capital and Listed Warrants will now
take place at 8.00 a.m. (London time) on 5 September 2024.

Capitalised terms not otherwise defined in this announcement have the meaning
ascribed thereto in ACG's prior announcement on 30 August 2024.

Summary of Acquisition

·    The transaction establishes ACG as a high growth copper miner on the
London Stock Exchange and marks the first step in the Company's vision to
consolidate the sector through a series of roll-up acquisitions.

 

·    The Gediktepe Mine is an operating open pit mine located in the
Balıkesir Province of Western Türkiye. Currently producing gold and silver
from oxide ore, Gediktepe is expected to transition to primary copper and zinc
production from 2026.

·    The completion of the Acquisition marks the beginning of ongoing
strategic partnerships with both Lidya and its parent company Çalık Holding.
Equity commitments from ACG's Co-Sponsors, Traxys, and global commodities
group Glencore are a vote of confidence in ACG's vision for continued growth
in the copper sector.

 

·    Development plans, which have secured all critical permits and
licences, target annual steady-state copper equivalent production of 20-25 kt
over an initial 11-year mine life starting in 2026.

 

·    In addition, the Company continues to work diligently on the next
possible acquisition targets to rapidly deliver on its strategy of building a
sizeable, low-cost copper producer through M&A led growth strategy.

 

·    ACG is to be renamed ACG Metals shortly after the Re-Admission to the
London Stock Exchange.

Artem Volynets, Chairman and CEO of ACG, stated:

We are very pleased to announce the completion of the acquisition of the
Gediktepe mine in Türkiye.

This acquisition positions ACG Metals as a premier copper producer on the
London Stock Exchange and provides us with an excellent platform for the
further consolidation of copper assets globally, as demand for the metal
continues to rise.

We are also very happy to begin a new strategic partnership today with Lidya
and Çalık Holding, who share our vision for the long-term development of the
mining industry, and the pursuit of operational excellence at the Gediktepe
site.

 

Enlarged Ordinary Share Capital and Listed Warrants Information

Following the issue of 6,646,796 ACG Sale Shares to Lidya, 6,503,998 Funding
Shares at US$6.00 per Funding Share, and 1,211,664 Placing Shares at US$6.00
per Placing Share, the Enlarged Ordinary Share Capital of ACG upon
Re-Admission will be 17,489,913(1). In addition, following the issue of 1
redeemable warrant per Placing Share, being 1,211,664 warrants, the Company
will have 7,461,664 Listed Warrants in issue upon Re-Admission.

1. This figure reflects the redemption of 1,657 Class A ordinary shares on
September 3, 2024 as per the Company's previous results announcement on 30
August 2024

About ACG

ACG is a special purpose acquisition 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. For further information please visit:
www.acgcorp.co (http://www.acgcorp.co)

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Richard Seed

acg@palatine-media.com (mailto:acg@palatine-media.com)

Stifel Nicolaus Europe Limited - Capital Markets Advisor

Varun Talwar / Ashton Clanfield / Gregory Rodwell

snelibACGMetals@stifel.com (mailto:snelibACGMetals@stifel.com)

+44(0) 20 7710 7600

DISCLAIMER

This communication is an advertisement for the purposes of the U.K. Prospectus
Regulation (as defined below) and underlying legislation. It is not a
prospectus. The Prospectus relating to the Placing has been approved by the
U.K. Financial Conduct Authority and has been published by the Company and is
available on the Company's website at www.acgcorp.co (http://www.acgcorp.co) ,
subject to certain access restrictions.

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indirectly, in or into Australia, Canada, Japan, the Republic of South Africa
or the United States or any other jurisdiction where to do so would constitute
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herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

These materials are not an offer for sale of securities in the United States.
The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
with any securities regulatory authority of any state or other jurisdiction of
the United States, and may not be offered, sold, resold, pledged, delivered,
assigned or otherwise transferred, directly or indirectly, within the United
States except pursuant to an effective registration statement under the
Securities Act, to persons reasonably believed to be qualified institutional
buyers ("QIBs") in reliance on Rule 144A of the Securities Act or another
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in accordance with any
applicable securities laws of any state of the United States. There has been
and will be no public offering of the securities in the United States.
Securities will only be offered and sold outside of the United States in
offshore transactions in compliance with Regulation S under the Securities
Act.

No action has been undertaken or will be undertaken to make an offer of
securities to the public requiring publication of a prospectus in any member
state of the European Economic Area (each a "Member State"). This announcement
is only addressed to and is only directed at persons in Member States who are
"qualified investors" ("Qualified Investors") within the meaning of Article
2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any
applicable implementing measures in the relevant home Member State under such
Regulation, the "Prospectus Regulation"). This announcement and the
information contained herein must not be acted on or relied upon in any Member
State by persons who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is only available to, and any
invitation, offer or agreement to purchase, subscribe or otherwise acquire the
same will be engaged in only with, Qualified Investors. For the purpose of
this paragraph, the expression "offer of securities to the public" means the
communication in any form and by any means of sufficient information on the
terms of the offer and the securities to be offered so as to enable the
investor to decide to purchase or subscribe for the securities.

In the United Kingdom, this announcement is only addressed to and directed at
persons who are "qualified investors" within the meaning of Article 2(e) of
Regulation (EU) 2017/1129, as amended, as it forms part of the laws of the
United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the
"U.K. Prospectus Regulation"). In addition, this announcement is being
distributed to, and is only directed at, qualified investors (i) who have
professional experience in matters relating to investments falling within the
definition of "investment professionals" in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "FPO"), (ii) who fall within Article 49(2)(a) to (d) of the FPO or (iii)
to whom it may otherwise lawfully be communicated (all such persons, together
with "qualified investors" within the meaning of Article 2(e) of the U.K.
Prospectus Regulation, being referred to as "Relevant Persons"). This
announcement and the information contained herein must not be acted on or
relied upon in the United Kingdom, by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement relates is
available only to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire the same will be engaged in only with, Relevant
Persons.

Securities of the Company have not been and will not be registered under the
applicable securities laws of Australia, Canada, Japan of the Republic of
South Africa and, subject to certain exceptions, may not be offered or sold
within Australia, Canada, Japan or the Republic of South Africa except under
circumstances which will result in the full compliance with the applicable
laws and regulations promulgated by the relevant regulatory authorities in
effect at the relevant time.

Forward-looking statements

Some of the information in these materials may contain projections or other
forward-looking statements regarding future events or the future financial
performance of the Company and the enlarged group. You can identify forward
looking statements by terms such as "expect", "believe", "anticipate",
"estimate", "intend", "will", "could", "may" or "might" the negative of such
terms or other similar expressions. The Company wishes to caution you that
these statements are only predictions and that actual events or results may
and often do differ materially. The Company does not intend to update these
statements to reflect events and circumstances occurring after the date hereof
or to reflect the occurrence of unanticipated events. Any forward-looking
statements reflect the Company's current view with respect to future events
and many factors could cause the actual results to differ materially from
those contained in projections or forward-looking statements of the Company,
including, among others, ACG's ability to obtain adequate information to
evaluate the target assets, ACG's ability to successfully or timely complete
the contemplated acquisition, ACG's expectations around the performance of the
target assets, ACG's potential ability to obtain additional financing to
complete the contemplated acquisition and the financial performance of the
enlarged group that would result from the potential completion of the
contemplated acquisition. Forward-looking statements speak only as of the date
they are made.

END

 

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