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REG - ACG Acquisition Co. - EGM Circular

ACG MetalsAnnouncement

07/08/2024 12:00

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RNS Number : 5784Z ACG Acquisition Company Limited 07 August 2024

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If
you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser authorised under the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities or, if you are in a territory outside the United Kingdom, from an appropriately authorised independent financial adviser.

Copies of this document are being sent to shareholders of ACG. If you have
sold or otherwise transferred all of your shares in ACG Acquisition Company
Limited, please forward this document and the accompanying Form of Proxy at
once to the purchaser or transferee or to the stockbroker or other agent
through whom the sale or transfer was effected for delivery to the purchaser
or transferee. If you have sold or transferred part only of your holding of
shares in ACG Acquisition Company Limited, you should retain this document and
consult the stockbroker, bank or other agent through whom the sale or transfer
was effected.

The distribution of this document in jurisdictions other than the UK may be
restricted by law and therefore persons into whose possession this document
comes should inform themselves about and observe such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This document does not constitute
any offer to issue or sell or a solicitation of any offer to subscribe for or
buy shares in ACG Acquisition Company Limited.

Not for distribution in or into the United States except to qualified
institutional buyers ("QIBs") as defined in Rule 144A under the U.S.
Securities Act of 1933, as amended, or otherwise to persons to whom it can
lawfully be distributed.

ACG ACQUISITION COMPANY LIMITED

(Incorporated and registered in the British Virgin Islands with registered
number 2067083)

Shareholders Circular and

Notice of Extraordinary General Meeting of Shareholders

Notice of the Acquisition EGM to be held at 10 a.m. (London time) at the
offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall,
Barbican, London, EC2Y 5AU, England on 20 August 2024 is set out at the end of
this document.

A Form of Proxy for use at the Acquisition EGM by holders of Class B Shares
accompanies this document and, to be valid, must be completed and returned to
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England. The Form of Proxy must be returned as soon as possible but in any
event to be received not later than 10 a.m. London time on 16 August 2024 or
48 hours before any adjourned meeting. A Form of Direction for use at the
Acquisition EGM by holders of depositary interests accompanies this document
and, to be valid, must be completed and returned to Link Group at PXS1,
Central Square, 29 Wellington Street, Leeds, LS1 4DL, England as soon as
possible but in any event to be received not later than 10 a.m. London time on
15 August 2024 or 72 hours before any adjourned meeting. The return of one or
more completed Forms of Proxy or Forms of Direction will not prevent you from
attending the Acquisition EGM and voting in person if you wish to do so (and
are so entitled).

A summary of the action to be taken by the shareholders of ACG is included in
"Action to be taken by shareholders" in the Letter from the Chairman on page 7
of this document and in the notes to the Notice of the Acquisition EGM on
pages 9 to 10 of this document. This circular and all its accompanying
materials are available on the Company's website (https://www.acgcorp.co/).
(http://www.acgcorp.co/))

TABLE OF CONTENTS

EXPECTED TIMETABLE OF PRINCIPAL
EVENTS.................................................................
(#_TOC_250005) 3 (#_TOC_250005)

DEFINITIONS............................................................................................................................
(#_TOC_250004) 4 (#_TOC_250004)

LETTER FROM THE
CHAIRMAN.............................................................................................
(#_TOC_250003) 5 (#_TOC_250003)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS......................
(#_TOC_250002) 9 (#_TOC_250002)

FORM OF
PROXY.....................................................................................................................
(#_TOC_250001) 11 (#_TOC_250001)

FORM OF
DIRECTION..............................................................................................................
(#_TOC_250000) 14 (#_TOC_250000)

EXHIBIT A: PROSPECTUS PREPARED BY THE COMPANY IN CONNECTION WITH THE
ACQUISITION AND RE-ADMISSION, AS APPROVED BY THE FCA ON 7 AUGUST 2024. 16

EXHIBIT B: PROPOSED AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF
ASSOCIATION..........................................................................................................................
17

EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event Expected time/date (London time)
Commencement of redemption period 1 July 2024
Publication of this document 7 August 2024
Record date for the Acquisition EGM 5 p.m. on 13 August 2024
Deadline for submitting forms of direction 10 a.m. on 15 August 2024
Deadline for submitting forms of proxies 10 a.m. on 16 August 2024
Acquisition EGM 10 a.m. on 20 August 2024
Redemption deadline for existing ACG shareholders 1 p.m. on 21 August 2024
Acquisition Closing 23 August 2024
Redemption payment date On or around the completion date of the Acquisition
Re-Admission 8.00 a.m. on 23 August 2024
Longstop Date 31 August 2024

The dates and times above (all of which are London time) are based on the
Company's current expectations and may be subject to change. Any revised dates
and/or times will be notified to the shareholders, by way of a press release
published on the Company's website (https://www.acgcorp.co/).
(http://www.acgcorp.co/))

DEFINITIONS

Defined terms used in this document shall have the meaning ascribed to them in
the Prospectus or as follows, unless the context otherwise requires:

"Act" the BVI Business Companies Act 2004, as amended from time to time, and
includes the BVI Business Companies Regulations 2012 and any other regulations
made under the Act
"Acquisition" has the meaning ascribed to it in the Prospectus
"Acquisition Agreement" the acquisition agreement dated 17 July 2024 entered into by the Company and
Lidya, pursuant to which the Company agreed, subject to certain conditions, to
acquire from Lidya a 100% interest in the issued and to-be-issued share
capital of Polimetal, which holds a 100% interest in the Mine
"Acquisition EGM" the extraordinary general meeting of Shareholders of ACG at the offices of
Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall, Barbican, London,
EC2Y 5AU, England, to be convened on the date hereof, notice of which is set
out at page 9 of this document, and any adjournment of that meeting
"Company" or "ACG" ACG Acquisition Company Limited
"Directors" or the "Board" the directors of ACG at the date of this document
"Enlarged Group" the new group comprising the Company and Polimetal following the Acquisition
"Existing Class A Shares" all the issued Class A Ordinary Shares of the Company
"Form of Proxy" the form of proxy for use by holders of Class B Shares in connection with the
Acquisition EGM
"Form of Direction" the form of direction for use by holders of depositary interests in Class A
Ordinary Shares in connection with the Acquisition EGM
"IPO Prospectus" the initial public offering prospectus published by the Company on 7 October
2022
"Lidya" Lidya Madencilik Sanayi ve Ticaret A.S.
"Mine" the Gediktepe Mine
"Notice" the notice of the Acquisition EGM set out at page 9 of this document
"Polimetal" Polimetal Madencilik Sanayi ve Ticaret A.Ş.
"Prospectus" the prospectus prepared by the Company in connection with the Acquisition and
Re-Admission, as approved by the FCA on 7 August 2024 and appended to this
document as Exhibit A
"Public Shareholders" means Class A Ordinary Shareholders who are not the Co-Sponsors, the Directors
or the Advisor and the Founding Shareholders (each as defined in the Chapter
5.6.18 of the FCA Listing Rules in effect prior to the new UK Listing Rules,
which came into force on 29 July 2024)
"Resolutions" the resolutions set out in the Notice to be proposed at the Acquisition EGM
"Shares" means the Class A Ordinary Shares and the Class B Shares together

LETTER FROM THE CHAIRMAN

ACG ACQUISITION COMPANY LIMITED

(Incorporated and registered in the British Virgin Islands with registered
number 2067083)

Directors: Registered Office:
Artem Volynets (Chairman and Chief Executive Officer) Craigmuir Chambers
Fiona Paulus (Senior Independent Non-Executive Director) P.O. Box 71
Hendrik Johannes Faul (Independent Non-Executive Director) Road Town
Mark Cutis (Independent Non-Executive Director) Tortola, VG 1110

British Virgin Islands

7 August 2024

Dear Shareholders,

1. Introduction

On behalf of the Company, we are pleased to invite you to the Acquisition EGM
which is to be held on 20 August 2024 at 10 a.m. (London time) at the offices
of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall, Barbican,
London, EC2Y 5AU, England and to provide you with this circular.

Set out on pages 9 to 10 of this document you will find a Notice convening the
Acquisition EGM and all the Resolutions to be submitted for shareholder
consideration therein. This letter sets out the background to and the reasons
for these Resolutions. These should be considered together with the Prospectus
and the other documents circulated with the Notice. Shareholders are advised
to read all documents carefully. Shareholders should note in particular that
the Prospectus contains information which is relevant to the resolutions being
considered at the Acquisition EGM and that this circular has not attempted to
restate such information.

After careful consideration, the Board considers the Acquisition and the
transactions contemplated thereby to be in the best interests of the Company
and its stakeholders, including its shareholders, for the reasons set out
below.

2. The Acquisition

Background

Concurrent with its initial public offering, the Company adopted an
acquisition strategy to evaluate opportunities in the metals and mining sector
globally (excluding Russia), with a particular focus on emerging markets. The
Acquisition, as proposed here, is the result of an extensive search for
potential transactions utilising the global network of the Company's
management team. The terms of the Acquisition are the result of significant
negotiations among the respective representatives of the Company and Lidya.

On 18 July 2024, the Company announced that it and Lidya had entered into the
Acquisition Agreement in connection with the Mine and related documents with
certain funding providers. The press release announcing the Acquisition dated
18 July 2024 is available at the Company's website (https://w
(http://www.acgcorp.co/)) ww.acgcorp.co/). (http://www.acgcorp.co/))

Reasons for the Acquisition

In evaluating the Acquisition, the Board consulted with its legal counsel,
financial and accounting advisors and other advisors. The Board considered a
number of factors pertaining to the Acquisition as

generally supporting its decision to enter into the Acquisition Agreement and
the transactions contemplated thereby, including but not limited to, the
following factors and strategic aims:

· Attractive market fundamentals. The Mine's key commodities, copper
and zinc, have attractive market fundamentals and a supportive price outlook.

· Long-life, producing asset. The Mine is an existing producing asset
with significant growth prospectivity. Significant organic upside potential
has been identified to continue to extend the Mine's life and production
capacity.

· Strong fit with the Company's leadership and strategy. The Enlarged
Group combines the experienced executive leadership of the Company, Lidya's
operating expertise and a shared strategic goal. The Enlarged Group will also
benefit from a long-term partnership with the highly-experienced Çalık
Holding.

· Platform for Company's growth strategy. The Company's vision is to
establish itself as an integral part of the western EV value chain, with
support from blue-chip partners. The proposed LSE-listed combined business
would provide a platform for further value-enhancing acquisitions and allow
the Enlarged Group to capitalise on the scarcity value of pureplay electric
metals companies on the LSE.

For more information about the business of the Enlarged Group and its
strengths and strategies, please see "Part III-Information on the Enlarged
Group's Business" in the Prospectus.

Terms of the Acquisition

The Company has agreed to acquire a 100% interest in the issued and
to-be-issued share capital of Polimetal, which holds a 100% interest in the
Gediktepe Mine. The parties to the Acquisition Agreement have agreed to a
consideration for the Acquisition of US$100 million (subject to a working
capital adjustment), plus such number of Class A Ordinary Shares of the
Company representing 30% of the Enlarged Ordinary Share Capital on
Re-Admission. Following completion of the Acquisition, the Company and
Polimetal will constitute the Enlarged Group. In addition to the Acquisition
Agreement itself, ACG has entered into various other agreements in connection
with the Acquisition.

For a full description of the terms of the Acquisition and the various other
agreements executed by the Company as part of it, please see "Part II-Terms of
the Acquisition" and "Part XV-Additional Information-Material contracts" in
the Prospectus. For a full description of the effects that the Acquisition and
such other agreements (including certain agreements with fund providers that
shall subscribe for Class A Ordinary Shares, like the Funding Partners) shall
have on the existing Shareholders and the Existing Class A Shares, please see
"Part XI-The Placing, Re-Admission and Dilution" in the Prospectus.

Redemption of Class A Ordinary Shares

In accordance with Article 18 of its Memorandum and Articles of Association
currently in effect (the "M&As"), the Company is required to provide its
public shareholders with the opportunity to redeem all or a portion of their
Class A Ordinary Shares prior to the completion of the Acquisition at a
per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Escrow Account (as defined in the M&As) held by the Company
calculated as of two U.K. trading days prior to the consummation of the
Acquisition (including any Overfunding, as defined in the M&As), divided
by the number of then issued and outstanding Class A Ordinary Shares, subject
to amongst other things the redemption limitations described in the M&As.

However, as announced on 28 June 2024, the Company already provided its Class
A Ordinary Shareholders with the right to redeem their Class A Ordinary Shares
in connection with the extension of the deadline by which the Company must
complete an acquisition (as such term is defined in the M&As) (the
"Extension").

Accordingly, except to the extent amended hereby, redemption rights arising
from the Acquisition and those relating to the Extension shall be exercised
following the same redemption process and in accordance with the key
redemption procedures and conditions previously announced by ACG on 28 June
2024. The deadline in respect of such redemption rights by which Class A
Ordinary Shareholders wishing to redeem all or a portion of their depositary
interests in Class A Ordinary Shares are required to submit their redemption
election electronically through CREST is 1:00 p.m. London time on 21 August
2024. The redemption payment is expected to take place on or around the
completion date of the Acquisition. As of the date of this announcement, the
total number of Class A Ordinary Shares outstanding is 4,112. The amount on
deposit on the Escrow Account as of 31 July 2024 was equal to $124,579.42. In
accordance with Article 18 of the M&As, the final redemption price per
Class A Ordinary Share will be calculated based on the aggregate amount then
on deposit in the Escrow Account as of two U.K. trading days prior to the
consummation of the Acquisition and will supersede the redemption price
announced on 28 June 2024. Such final redemption price will be announced by
ACG in due course and confirmed prior to payment within CREST. For the
avoidance of doubt, any holders who have already elected to have their Class A
Ordinary Shares redeemed as of the date hereof, or do elect hereafter to
submit redemption elections, are eligible to vote at the Acquisition EGM
irrespective of whether they vote for or against or abstain from voting on the
proposed Acquisition.

Additional information regarding the redemption arrangements can be found in
the Prospectus under the heading "Part XIII-Share Capital, Liquidity and
Capital Resources and Accounting Policies-Redemption".

3. The Resolutions

In order to effect the Acquisition, the Company is tabling Resolutions
relating to the following matters for consideration by its Shareholders:

(i) the Acquisition, as discussed above and presented in detail in
the Prospectus, to be approved. To pass such resolution requires the
affirmative vote of a majority of the votes of the Class A Ordinary Shares of
Public Shareholders which are present at the Acquisition EGM and vote; and

(ii) a revised Memorandum and Articles of Association of the Company,
in the form appended to this document as Exhibit B, to be approved. To pass
such resolution requires the affirmative vote of two-thirds of the votes of
the Shares entitled to vote thereon which are present at the Acquisition EGM
and vote. For more information about the restated Memorandum and Articles of
Association and a summary of the main changes proposed to the version
currently in effect, please see "Part XV-Additional Information-Restated
Articles" in the Prospectus.

4. Action to be taken by Shareholders

Form of Proxy

A Form of Proxy for use at the Acquisition EGM by holders of Class B Shares is
enclosed with this document for use. The Form of Proxy must be returned to
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England as soon as possible but, in any event, so as to arrive no later than
10 a.m. (London time) on 16 August 2024 or 48 hours before any adjourned
meeting.

The completion and return of a Form of Proxy will not preclude you from
attending the Acquisition EGM and voting in person should you wish to do so,
and should be done in accordance with the instructions contained in the notes
to the Notice of the Acquisition EGM, as set out on pages 9 to 10 of this
document, and in the notes to the Form of Proxy.

Unless otherwise indicated on the Form of Proxy, the proxy will vote as they
think fit or, at their discretion withhold from voting.

CREST voting and Form of Direction

In the case of holders of depositary interests representing Class A Ordinary
Shares in dematerialised form, an electronic instruction may be submitted
through the CREST system in order to instruct Link Market Services Trustees
Limited, the Depositary, to vote on the holder's behalf at the Acquisition EGM
by proxy or, if the meeting is adjourned, at the adjourned meeting. If you are
a CREST Personal Member, or other CREST Sponsored Member, you should consult
your CREST sponsor, who will be able to take appropriate action on your
behalf. Instructions can be submitted via the CREST system to be received by
the issuer's agent, Link Group (ID:RA10) by 10 a.m. (London time) on 15 August
2024.

Alternatively, holders of depositary interests should complete the enclosed
Form of Direction in accordance with the instructions printed thereon to
direct Link Market Services Trustees Limited as the custodian of their shares
how to exercise their votes. Any holder of depositary interest who wishes to
attend the Acquisition EGM must contact the Depositary at Link Market Services
Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1
4DL, United Kingdom or by email by using nominee.enquiries@linkgroup.co.uk
(mailto:nominee.enquiries@linkgroup.co.uk) in order to request a Letter of
Representation no later than 10 a.m. on 15 August 2024. If any holder of
depositary interests attends the Acquisition EGM without a letter of
representation they will only be allowed to enter the Acquisition EGM as a
guest and will not be allowed to vote. To be valid, the Form of Direction must
be completed in accordance with the instructions set out in the form and
returned as soon as possible to the offices of the Custodian at PXS1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, England so as to be received no
later than 10 a.m. (London time) on 15 August 2024 or 72 hours before any
adjourned meeting.

In signing and returning the Form of Direction or otherwise submitting an
electronic voting instruction through the CREST system, you will be
representing that you are either: (a) outside the United States, or (b) a
qualified institutional buyer (within the meaning given by Rule 144A under the
US Securities Act of 1933). By continuing to hold their depositary interests
following the date of the Notice, holders of depositary interests acknowledge
and agree to be bound by the transfer restrictions set forth in the section
headed "Part XVI-Notices to Investors" in the Prospectus or herein (mutatis
mutandis with respect to such depositary interests) and the notice to
qualified institutional buyers set out below.

Notice to qualified institutional buyers

Each Class A Ordinary Shareholder who previously purchased or subscribed for
the Class A Ordinary Shares in reliance on Rule 144A or another exemption from
the registration requirements of the Securities Act who is located in the
United States, by continuing to hold their depositary interests following the
date of the Notice, acknowledges and agrees that the Class A Ordinary Shares
may not be offered, resold, pledged or otherwise transferred except (1) (A) to
a person whom the Class A Ordinary Shareholder and any person acting on its
behalf reasonably believes is a QIB purchasing for its own account or for the
account of a QIB in a transaction meeting the requirements of Rule 144A or
another available exemption to the registration requirements under the
Securities Act; (B) in an offshore transaction complying with Rule 903 or Rule
904 of Regulation S; (C) pursuant to an exemption from the registration
requirements of the Securities Act provided by Rule 144 thereunder (if
available); or (D) pursuant to an effective registration statement under the
Securities Act and (2) in each case, in accordance with all applicable
securities laws of any state, territory or other jurisdiction of each of the
United States.

5. Board Recommendation

The Board unanimously considers the approval of all Resolutions to be in the
best interests of the Company. Accordingly, the Board recommends that
Shareholders vote in favour of all the Resolutions set out the Notice of the
Acquisition EGM.

Your sincerely, Artem Volynets,

Chairman of the Board and Chief Executive Officer

ACG ACQUISITION COMPANY LIMITED

(Incorporated and registered in the British Virgin Islands with registered
number 2067083)

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT a meeting of the shareholders of the Company will
be held at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London
Wall, Barbican, London, EC2Y 5AU, England on 20 August 2024 at 10 a.m. (London
time) for the purposes of considering and, if thought fit, approving the
following resolutions:

Resolution 1

THAT the Acquisition be and is hereby approved by the Class A Ordinary Shares
of Public Shareholders, that any transactions required to effect the
Acquisition be and are hereby approved by the Class A Ordinary Shares of
Public Shareholders, and that the Directors of the Company be authorised to
take all such steps as any of them may consider necessary or desirable to
implement and give full effect to the Acquisition.

Resolution 2

THAT, subject to the closing of the Acquisition, the Memorandum and Articles
of Association of the Company be amended in the form recommended by the Board
of Directors of the Company and appended to the shareholders circular in
Exhibit B, with effect upon the Acquisition Closing.

Dated 7 August 2024

Registered Office

Craigmuir Chambers

P.O. Box 71

Road Town, Tortola British Virgin Islands

Artem Volynets, by order of the Board

7 August 2024

(1) To be entitled to attend and vote at the meeting (and for the purpose
of the determination by the Company of the number of votes they may cast),
shareholders must be registered in the register of members of the Company at 5
p.m. (London time) on 7 August 2024. Changes to the register of members after
the relevant deadline shall be disregarded in determining the rights of any
person to attend and vote at the meeting.

(2) Shareholders, or their proxies, intending to attend the meeting in
person are requested, if possible, to arrive at the meeting venue at least 30
minutes prior to the commencement of the meeting at 10 a.m. (London time) on
20 August 2024 so that their shareholding may be checked against the Company's
register of members and attendances recorded.

(3) A Form of Proxy for use at the Acquisition EGM by holders of Class B
Shares is enclosed with this document for use. The Form of Proxy must be
returned to Link Group at PXS1, Central Square, 29 Wellington Street, Leeds,
LS1 4DL, England as soon as possible but, in any event, so as to arrive no
later than 10 a.m. (London time) on 16 August 2024 or 48 hours before any
adjourned meeting.

(4) The completion and return of a Form of Proxy will not preclude you
from attending the Acquisition EGM and voting in person should you wish to do
so. Unless otherwise indicated on the Form of Proxy, the proxy will vote as
they think fit or, at their discretion withhold from voting.

(5) Depositary interest holders who are CREST members may appoint a proxy
or proxies through the CREST electronic proxy appointment service may do so
for the Meeting (and any adjournment of the Meeting) by using the procedures
described in the CREST Manual (available from www.euroclear.com). CREST
Personal Members or other CREST sponsored members, and those CREST members who
have appointed a service provider(s), should refer to their CREST sponsor or
voting service provider(s), who will be able to take the appropriate action on
their behalf.

(6) In order for a proxy appointment or instruction made by means of CREST
to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must
be properly authenticated in accordance with Euroclear UK & International
Limited's specifications and must contain the information required for such
instructions, as described in the CREST Manual. The message must be
transmitted so as to be received by the issuer's agent (ID RA10) by 10 a.m. on
15 August 2024. For this purpose, the time of receipt will be taken to mean
the time (as determined by the timestamp applied to the message by the CREST
application host) from which the issuer's agent is able to retrieve the
message by enquiry to CREST in the manner prescribed by CREST. After this
time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.

(7) CREST members and, where applicable, their CREST sponsors or voting
service providers should note that Euroclear UK & International Limited
does not make available special procedures in CREST for any particular
message. Normal system timings and limitations will, therefore, apply in
relation to the input of CREST Proxy Instructions. It is the responsibility of
the CREST member concerned to take (or, if the CREST member is a CREST
personal member, or sponsored member, or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s)
take(s)) such action as shall be necessary to ensure that a message is
transmitted by means of the CREST system by any particular time. In this
connection, CREST members and, where applicable, their CREST sponsors or
voting system providers are referred, in particular, to those sections of the
CREST Manual concerning practical limitations of the CREST system and timings.

(8) Alternatively, holders of depositary interests should complete the
enclosed Form of Direction in accordance with the instructions printed thereon
to direct Link Market Services Trustees Limited as the custodian of their
shares how to exercise their votes. Any holder of depositary interest who
wishes to attend the Acquisition EGM must contact the Depositary at Link
Market Services Trustees Limited, Link Group, Central Square, 29 Wellington
Street, Leeds, LS1 4DL, United Kingdom or by email by using
nominee.enquiries@linkgroup.co.uk (mailto:nominee.enquiries@linkgroup.co.uk)
in order to request a Letter of Representation no later than 10 a.m. on 15
August 2024. If any holder of depositary interests attends the Acquisition EGM
without a letter of representation they will only be allowed to enter the
Acquisition EGM as a guest and will not be allowed to vote. To be valid, the
Form of Direction must be completed in accordance with the instructions set
out in the form and returned as soon as possible to the offices of the
Custodian at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England so as to be received no later than 10 a.m. (London time) on 15 August
2024 or 72 hours before any adjourned meeting. In signing and returning the
Form of Direction or otherwise submitting an electronic voting instruction
through the CREST system, you will be representing that you are either: (a)
outside the United States, or (b) a qualified institutional buyer (within the
meaning given by Rule 144A under the US Securities Act of 1933). By continuing
to hold their depositary interests following the date of the Notice, holders
of depositary interests acknowledge and agree to be bound by the transfer
restrictions set forth in the section headed "Part XVI-Notices to Investors"
in the Prospectus or herein (mutatis mutandis with respect to such depositary
interests).

FORM OF PROXY

ACG ACQUISITION COMPANY LIMITED

Registered number 2067083

Form of Proxy - Extraordinary General Meeting of Shareholders to be held on 20
August 2024

Kindly note: This form is issued only to the addressee(s). The Company accepts
no liability for any instruction that does not comply with this form.

Explanatory Notes:

1. Please indicate, by placing "X" in the appropriate space
overleaf, how you wish your votes to be cast in respect of the resolution. If
this form is duly signed and returned, but without specific direction as to
how you wish your votes to be cast the form will be rejected.
2. The "Withheld" option overleaf is provided to enable you to
abstain on any particular resolution. However, it should be noted that that a
'Vote Withheld is not a vote in law and will not be counted in the calculation
of the proportion of the votes 'For' or 'Against' a resolution.

3. Any alterations made to this form should be initialled.
4. The completion and return of this form will not preclude a
member from attending the meeting and voting in person.
5. Every holder has the right to appoint some other person of
their choice, who need not be a Shareholder, to attend and act on their behalf
at the meeting. If you wish to appoint a person other than the Chairman,
please insert the name of your chosen proxy holder in the space provided (see
reverse).
6. Please ensure the completed voting instrument is returned to
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England.

To be effective, this form must be lodged at Link Group at PXS1, Central
Square, 29 Wellington Street, Leeds, LS1 4DL, England no later than 48 hours
before the commencement of the Meeting.

Form of Proxy

Please use a black pen. Mark an "X" inside the box to indicate your directions, as shown in this example: I/We hereby direct the Chairman of the Meeting OR the following person:

Please leave this box blank if you have selected the Chairman. Do not insert
your own name(s).

As my/our proxy to attend and vote on my/our behalf at the meeting of
shareholders of ACG Acquisition Company Limited to be held at the offices of
Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall, Barbican, London,
EC2Y 5AU, England on 20 August 2024 at 10 a.m. (London time) and any
adjournment of that meeting.

Resolution

2. THAT, subject to the closing of the Acquisition, the Memorandum and For Against Withheld
Articles of Association of the Company be amended in the form recommended by
the Board of Directors of the Company and appended to the shareholders
circular in Exhibit B, with effect upon the Acquisition Closing.

I/We would like my/our proxy to vote on the resolution proposed at the meeting
as indicated on this form. Unless otherwise instructed the proxy may vote as
he or she sees fit or abstain in relation to any business of the meeting.

Signature Date

DD / MM / YY In the case of joint holders, only one holder
need sign. In the case of a

corporation, the Form of Proxy should be signed by a duly authorised official
whose capacity should be stated, or by an attorney.

FORM OF DIRECTION

ACG ACQUISITION COMPANY LIMITED

Registered number 2067083

Form of Direction - Extraordinary General Meeting of Shareholders to be held
on 20 August 2024

Kindly note: This form is issued only to the addressee(s). The Custodian
accepts no liability for any instruction that does not comply with this form.

Explanatory Notes:

1. Please indicate, by placing "X" in the appropriate space
overleaf, how you wish your votes to be cast in respect of each of the
resolutions. If this form is duly signed and returned, but without specific
direction as to how you wish your votes to be cast the form will be rejected.
2. The 'Withheld' option overleaf is provided to enable you to
abstain on any particular resolution. However, it should be noted that that a
'Vote Withheld' is not a vote in law and will not be counted in the
calculation of the proportion of the votes 'For' or 'Against' a resolution.

3. Any alterations to this form should be initialled.
4. The completion and return of this form will not preclude a
member from attending the meeting and voting in person.
5. A member of CREST may use the CREST electronic voting
appointment service via the CREST system, CREST messages must be received by
the issuer's agent (ID number (ID: RA10) not later than 72 hours before the
time appointed for the holding of the meeting.
6. Should the holder, or a representative of that holder, wish to
attend the meeting and/o r vote at the meeting please ensure the relevant box
is completed on the reverse. Upon receipt of this instruction, the registered
holder, shown above, will receive a Letter of Representation from Link Group
authorising the person detailed overleaf to attend on behalf of the holder.
7. Please ensure the completed voting instrument is returned to:
Link Group at PXS1, Central Square, 29 Wellington Street, Leeds, LS1 4DL,
England

To be effective, all votes must be lodged at the office of the Custodian no
later than 72 hours before the commencement of the meeting.

Form of Direction

Please use a black pen. Mark an "X" inside the box to indicate your
directions; as shown in this example.

I/We hereby:

1) represent that I/we am/are either (a) outside the United States, or (b) a
qualified institutional buyer (within the meaning given by Rule 144A under the
US Securities Act of 1933); 2) represent that I/we am/are the holder of the
depositary interests in Class A Ordinary Shares that are the subject of this
Direction; 3) direct the Custodian "Link Market Services Trustees Limited" to
vote on my/our behalf at the meeting of shareholders to be held at the offices
of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall, Barbican,
London, EC2Y 5AU, England on 20 August 2024 at 10 a.m.(London time) and any
adjournment of that meeting; and 4) by continuing to hold depositary interests
following the date of execution of this form, acknowledge and agree to be
bound by the transfer restrictions set forth in the section headed "Part
XVI-Notices to Investors" in the Prospectus or herein (mutatis mutandis with
respect to such depositary interests) and the notice to qualified
institutional buyers set out below.

Notice to qualified institutional buyers

Resolutions

1. THAT the Acquisition be and is hereby approved by the Class A Ordinary For Against Withheld
Shares of Public Shareholders, that any transactions required to effect the
Acquisition be and are hereby approved by the Class A Ordinary Shares of
Public Shareholders, and that the Directors of the Company be authorised to
take all such steps as any of them may consider necessary or desirable to
implement and give full effect to the Acquisition.
2. THAT, subject to the closing of the Acquisition, the Memorandum and For Against Withheld
Articles of Association of the Company be amended in the form recommended by
the Board of Directors of the Company and appended to the shareholders
circular in Exhibit B, with effect upon the Acquisition Closing.

Intention to attend

I wish to attend the meeting of shareholders. Any Depositary Interest Holder who wishes to attend the Meeting must contact the Depositary at Link Market Services Trustees Limited, Link Group, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom or by email by using
nominee.enquiries@linkgroup.co.uk (mailto:nominee.enquiries@linkgroup.co.uk)
in order to request a Letter of Representation no later than 10 a.m. on 15 August 2024.

Signature Date

DD / MM / YY In the case of joint holders, only one holder need sign. In the case of a

corporation, the Form of Direction should be signed by a duly authorised
official whose capacity should be stated, or by an attorney.

EXHIBIT A

Prospectus prepared by the Company in connection with the Acquisition and Re-Admission, as approved by the FCA on 7 August 2024

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

EXHIBIT B

Proposed Amended and Restated Memorandum and Articles of Association

TERRITORY OF THE BRITISH VIRGIN ISLANDS

BVI BUSINESS COMPANIES ACT 2004

ACG METALS LIMITED

A Company Limited by Shares

MEMORANDUM AND ARTICLES OF ASSOCIATION

TERRITORY OF THE British Virgin Islands

BVI BUSINESS COMPANIES ACT 2004

MEMORANDUM OF ASSOCIATION

ACG METALS LIMITED

(the Company)

A Company Limited By Shares

1 NAME

1.1. The name of the Company is ACG Metals Limited.

2 STATUS

2.1. The Company is a company limited by shares.

3 REGISTERED OFFICE AND REGISTERED AGENT

3.1. The first registered office of the Company is at Craigmuir
Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

3.2. The first Registered Agent is Harneys Corporate Services
Limited of Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG 1110,
British Virgin Islands.

3.3. The Company may, by Resolution of Shareholders or by
Resolution of Directors, change the location of its registered office or
change the Registered Agent.

3.4. If at any time the Company does not have a Registered Agent
it may, by Resolution of Shareholders or Resolution of Directors, appoint a
Registered Agent.

3.5. Any change of registered office or Registered Agent will
take effect on the registration by the Registrar of a notice of the change
filed by the existing Registered Agent or a legal practitioner in the British
Virgin Islands acting on behalf of the Company.

3.6. The Registered Agent shall:

(a) act on the instructions of the Directors if those
instructions are contained in a Resolution of Directors and a copy of the
Resolution of Directors is made available to the Registered Agent; and

(b) recognise and accept the appointment or removal of a
Director by the Shareholders.

4 CAPACITY AND POWERS

4.1. Subject to the Act and any other British Virgin Islands
legislation, the Company has, irrespective of corporate benefit:

(a) full capacity to carry on or undertake any business or
activity, do any act, or enter into any transaction; and

(b) for the purposes of paragraph (a), full rights, powers,
and privileges.

4.2. For the purposes of section 9(4) of the Act, there are no
limitations on the business that the Company may carry on.

4.3. Each Reserved Matter is subject to the restrictions set out
in Clause 7.

5 NUMBER AND CLASSES OF SHARES

5.1. Shares in the Company shall be issued in the currency of
the United States of America.

5.2. The Company is authorised to issue an unlimited number of
Class A Ordinary Shares with no par value.

5.3. The Company shall not issue fractional Shares and
fractional Shares generated by any corporate action may, at the discretion of
the Directors, be rounded down to the nearest whole Share.

5.4. Shares may be issued in one (1) or more series of Shares as
the Directors may by Resolution of Directors determine from time to time.

6 RIGHTS OF SHARES

6.1. Each Class A Ordinary Share confers upon the Shareholder:

(a) the right to notice of and to attend any Shareholder
Meeting;

(b) the right to one (1) vote on any Resolution of
Shareholders;

(d) the right to an equal share in the distribution of the
surplus assets of the Company with each other Class A Ordinary Share; and

(e) such other rights and entitlements as may be specified
in the Memorandum and Articles.

7 RESERVED MATTER

7.1. The following constitute Reserved Matters:

(a) amending this Clause 7.1; and

(b) amending Regulation 3.

7.2. Notwithstanding anything else in this Memorandum or the
Articles, a Reserved Matter must be approved by a Reserved Matter Shareholder
Resolution.

8 Variation of rights

8.1. The rights conferred upon the holders of the Shares of any
class may only be varied, whether or not the Company is in liquidation, with
the consent in writing of the holders of more than two-thirds (66.6%) of the
issued Shares of that class or by a resolution approved at a duly convened and
constituted meeting of the Shares of that class by the affirmative vote of
more than two-thirds (66.6%) of the votes of the Shares of that class which
were present at the meeting and were voted.

8.2. The rights conferred upon the holders of the Shares of any
class shall not, unless otherwise expressly provided by the terms of issue of
the Shares of that class, be deemed to be varied by the creation or issue of
further Shares ranking equally with such existing Shares.

9 REGISTERED SHARES

9.1. The Company shall issue registered Shares only. The Company
is not authorised to issue bearer Shares, convert registered Shares to bearer
Shares or exchange registered Shares for bearer Shares.

10 AMENDMENT OF THE MEMORANDUM AND THE ARTICLES

10.1. Subject to Clause 7 and 8, the Company may only amend this
Memorandum or the Articles by either:

(a) a written resolution approved by a resolution consented
to in writing by shareholders representing at least two-thirds (66.6%) of the
votes of the Shares entitled to vote on such resolution;

(b) or a resolution approved at a duly convened and
constituted Shareholder Meeting by the affirmative vote of at least two-thirds
(66.6%) of the votes of the Shares entitled to vote thereon which were present
at the meeting and were voted.

10.2. Any amendment of this Memorandum or the Articles will take
effect from the date that the notice of amendment, or restated Memorandum and
Articles incorporating the amendment, is registered by the Registrar or from
such other date as determined pursuant to the Act.

11 DEFINITIONS AND INTERPRETATION

11.1. In this Memorandum and the attached Articles, if not
inconsistent with the subject or context:

Act means the BVI Business Companies Act 2004 and includes the BVI Business
Companies Regulations 2012 and any other regulations made under the Act.

Annual General Meeting has the meaning given to it at Regulation 8.2.

Appointing Director has the meaning given to it at Regulation 13.5
(#Ref78474653) .

Articles means the attached articles of association of the Company.

Audit Committee has the meaning given to it at Regulation 23.13 (#Ref78473836)
.

Board means the board of Directors.

Business Day means any day which is not a Saturday, Sunday or recognised
public holiday in the British Virgin Islands, England and Wales, or in the
United States of America.

Co-Sponsor means the sponsors of the Company at the Effective Date.

Class A Ordinary Shareholders means holders of Class A Ordinary Shares.

Class A Ordinary Shares means the Class A Ordinary shares issued from time to
time.

Directors means directors of the Company.

Disapplication has the meaning given to it at Regulation 3.1.

Effective Date means [to be the date of adoption of these M&As] 2024.

Equity Securities has the meaning given to it at Regulation 3.1.

Excess Equity Securities has the meaning given to it at Regulation 3.1(c).

FCA means the UK Financial Conduct Authority.

Going Private Transaction means any transaction (including any acquisition,
merger, arrangement, amalgamation, or other business combination) involving or
that would involve:

(a) any person beneficially or legally owning, directly or
indirectly, all outstanding securities of the Company; or

(b) the consummation of the sale or disposition by the
Company of all, or substantially all of, the Company's assets.

Incentive Securities means:

(a) any issue of Shares;

(b) any options to acquire Equity Securities or similar
awards granted; or

(c) any Equity Securities issued upon exercise of options
or awards granted (whether before or after the Effective Date),

pursuant to any Incentive Scheme, which is in existence on the Effective Date
or subsequently approved by a Resolution of Directors pursuant to Regulation
11.3.

Incentive Scheme means any bona fide:

(a) share incentive, share option, share trust, profit
sharing, bonus, or other incentive scheme or arrangement; or

(b) scheme providing any bonus, commission or remuneration
of any sort calculated by reference to turnover, profits, sales, or
performance,

for or affecting:

(i) any bona fide current or former employees,
non-executive directors, or consultants (or their personal service companies)
of the Company or any subsidiary of the Company; or

(ii) the spouses, civil partners, surviving spouses,
surviving civil partners, or minor children, or stepchildren of such
individuals.

Independent Non-Executive Director means a non-executive Director of the
Company who is considered by the Board to be independent for the purposes of
the UK Corporate Governance Code.

Listing Rules means the listing rules of the FCA as amended from time to time.

London Stock Exchange means London Stock Exchange plc.

Main Market means the main market operated by the London Stock Exchange.

Memorandum means this memorandum of association of the Company.

Official List means the official list maintained by the FCA.

person includes individuals, corporations, trusts, the estates of deceased
individuals, partnerships, and unincorporated associations of persons.

Prohibited Transaction has the meaning given to it at Regulation 7.8
(#Ref78473836) .

Proscribed Powers means the powers to:

(a) amend this Memorandum or the Articles;

(b) designate committees of Directors;

(d) appoint or remove Directors;

(e) appoint or remove an agent;

(f) approve a plan of merger, consolidation, or
arrangement;

(g) make a declaration of solvency or to approve a
liquidation plan; or

(h) make a determination that immediately after a proposed
distribution the value of the Company's assets will exceed its liabilities and
the Company will be able to pay its debts as they fall due.

Registered Agent means the registered agent of the Company.

Registrar means the BVI Registrar of Corporate Affairs.

Reserved Matter has the meaning given to it at Clause 7.1.

Reserved Matter Shareholder Resolution means:

(a) a resolution approved at a duly convened and constituted
Shareholder Meeting by the affirmative vote of at least seventy five (75%) of
the votes of the Shares of the Shareholders entitled to vote thereon which
were present at the meeting and voted; or

(b) a resolution consented to in writing by at least seventy
five (75%) of the votes of the Shares entitled to vote on such resolution.

Resolution of Directors means either:

(a) a resolution approved at a duly convened and constituted
meeting of Directors or of a committee of Directors by the affirmative vote of
a majority of the Directors present at the meeting who voted except (i) in the
circumstances specified in Regulation 13.14 and (ii) that where a Director is
given more than one (1) vote, they shall be counted by the number of votes
they cast for the purpose of establishing a majority; or

(b) a resolution consented to in writing by an absolute
majority of the total number of Directors or by an absolute majority of all
the members of a committee of Directors, as the case may be.

Resolution of Shareholders means either:

(a) a resolution approved at a duly convened and constituted
Shareholder Meeting by the affirmative vote of a majority of the votes of the
Shares of the Shareholders entitled to vote thereon which were present at the
meeting and voted; or

(b) a resolution consented to in writing by a majority of
the votes of the Shares entitled to vote on such resolution.

Sanctioned Shares has the meaning given to it at Regulation 7.8 (#Ref78473836)
.

Seal means any seal which has been duly adopted as the common seal of the
Company.

Securities Act means the U.S. Securities Act of 1933.

Share means a share issued or to be issued by the Company.

Shareholder means a person whose name is entered in the Register of Members as
the holder of one (1) or more Shares.

Shareholder Meeting means a meeting of Shareholders held in accordance with
the provisions of the Articles.

U.S. Investment Company Act means the U.S. Investment Company Act of 1940, as
amended and the rules adopted thereunder.

Warrant Instrument means an instrument constituting the Warrants executed by
the Company.

Warrants means any warrants to subscribe for Shares issued or to be issued
pursuant to a Warrant Instrument.

written or any term of like import includes information generated, sent,
received, or stored by electronic, electrical, digital, magnetic, optical,
electromagnetic, biometric, or photonic means, including electronic data
interchange, electronic mail, telegram, telex, or telecopy, and in writing
shall be construed accordingly.

11.2. In this Memorandum and the Articles, unless the context
otherwise requires, a reference to:

(a) a Clause is a reference to a clause of this Memorandum;

(b) a Regulation is a reference to a regulation of the
Articles;

(c) voting by Shareholders is a reference to the casting
of the votes attached to the Shares held by the Shareholder voting;

(d) a provision of law (including the Act) is a reference to
that provision as amended or re-enacted;

(e) this Memorandum or the Articles is a reference to those
documents as amended; and

(f) the singular includes the plural and vice versa.

11.3. Where a period of time is expressed as a number of days, the
days on which the period begins and ends are not included in the computation
of the number of days.

11.4. Any reference to a month shall be construed as a reference to
a period starting on one day in a calendar month and ending on the numerically
corresponding day in the next calendar month and a reference to a period of
several months shall be construed accordingly.

11.5. Any words or expressions defined in the Act bear the same
meaning in this Memorandum and the Articles unless the context otherwise
requires or they are otherwise defined in this Memorandum or the Articles.

11.6. Headings are inserted for convenience only and shall be
disregarded in interpreting this Memorandum and the Articles.

Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road
Town, Tortola, VG 1110, British Virgin Islands incorporating a BVI Business
Company under the laws of the British Virgin Islands on 22nd of June 2021:

Incorporator

Sgd: Indira Ward-Lewis

…………………………..

Indira Ward-Lewis

Authorised Signatory

HARNEYS CORPORATE SERVICES LIMITED

TERRITORY OF THE British Virgin Islands

BVI BUSINESS COMPANIES ACT 2004

aRTICLES OF ASSOCIATION

ACG METALS Limited

A Company Limited by Shares

1. DISAPPLICATION OF THE ACT

1.1. The following sections of the Act shall not apply to the
Company:

(a) section 46 (Pre-emptive rights);

(b) section 60 (Process for acquisition of own shares);

(d) section 62 (Shares redeemed otherwise than at the option
of company); and

(e) section 175 (Disposition of assets).

2 SHARES

2.1. Any issue of Shares shall be subject to Regulation 3 and
Regulation 7.8.

2.2. Subject to the provisions, if any, in the Memorandum or
these Articles (and to any direction that may be given by the Company at a
Shareholder Meeting), the Act and, where applicable, the rules of the London
Stock Exchange and/or any competent regulatory authority, and without
prejudice to any rights attached to any existing Shares, the Directors may
allot, issue, grant options over, or otherwise dispose of Shares with or
without preferred, deferred, or other rights or restrictions, whether in
regard to a dividend or other distribution, voting, return of capital, or
otherwise and to such persons, at such times, and on such other terms as they
think proper, and may also (subject to the Act) vary such rights.

2.3. Subject to Clause 5.3, the Company may issue securities in
the Company, which may be comprised of whole Shares, rights, options,
Warrants, or convertible securities or securities of similar nature conferring
the right upon the holders thereof to subscribe for, purchase, or receive any
class of Shares or other securities in the Company, upon such terms as the
Directors may from time to time determine.

2.4. Upon request, a Shareholder is entitled to a certificate
signed by a Director or officer of the Company, or any other person authorised
by Resolution of Directors, or under the Seal specifying the number of Shares
held by them and the signature of the Director, officer, or authorised person
and the Seal may be facsimiles.

2.5. Every certificate shall bear such legend, if any, as
required by the Company.

2.6. Any Shareholder receiving a certificate shall indemnify and
hold the Company and its Directors and officers harmless from any loss or
liability which it or they may incur by reason of any wrongful or fraudulent
use or representation made by any person by virtue of the possession
thereof. If a certificate for Shares is worn out or lost it may be renewed
on production of the worn out certificate or on satisfactory proof of its loss
together with such indemnity as may be required by Resolution of Directors.

2.7. If several persons are registered as joint holders of any
Shares, any one of such persons may give an effectual receipt for any
distribution.

2.8. No Shares may be issued for a consideration other than
money, unless a Resolution of Directors has been passed stating:

(a) the amount to be credited for the issue of the Shares;
and

(b) that, in their opinion, the present cash value of the
non-money consideration for the issue is not less than the amount to be
credited for the issue of the Shares.

2.9. The Company shall keep a Register of Members containing:

(a) the names and addresses of the persons who hold Shares;

(b) the number of each class and series of Shares held by
each Shareholder;

(d) the date on which any person ceased to be a Shareholder.

2.10. The Register of Members may be in any such form as the
Directors may approve, but if it is in magnetic, electronic, or other data
storage form, the Company must be able to produce legible evidence of its
contents. Until the Directors otherwise determine, the magnetic, electronic,
or other data storage form shall be the original Register of Members.

2.11. A Share is deemed to be issued when the name of the
Shareholder is entered in the Register of Members.

3 FURTHER ISSUE OF SHARES: PRE-EMPTION RIGHTS

3.1. Unless and until disapplied by a Reserved Matter
Shareholder Resolution (Disapplication), and then only within the terms of the
Disapplication, the following pre-emptive provisions will apply to any issue
of Shares or any other equity securities that can be issued by the Company
(including, but not limited to, Warrants and other rights to subscribe for, or
to convert securities into, ordinary shares of the Company) (Equity
Securities):

(a) if the Company proposes to allot and issue any Equity
Securities, including, without limitation:

(i) make any transfers out of treasury of;

(ii) convert any security into;

(iii) grant any rights to subscribe for; or

(iv) grant any rights to subscribe for any securities
convertible into,

Equity Securities in the Company, whether conditional or unconditional, and
whether such Equity Securities participate in dividends and/or distributions
up to a specified amount or not, those Equity Securities shall not be allotted
or issued to any person unless the Company has first offered them to all
Shareholders on the date of the offer on the same or more favourable terms, as
those Equity Securities are being offered to other persons on a pari passu and
pro rata basis to the number of Equity Securities held by those holders (as
nearly as possible without involving fractions);

(b) an offer shall be in writing, shall be open for
acceptance for a period of ten (10) Business Days from the date of the offer
and shall give details of the number and subscription price of the relevant
Equity Securities, with a further five (5) Business Days from the date on
which acceptance of the offer is received by the Company provided to each
Shareholder to fund the respective proportion of the Equity Securities that
are subject of this acceptance;

(c) the offer may stipulate that any Shareholder who
wishes to subscribe for a number of Equity Securities in excess of the
proportion to which they are entitled shall, in their acceptance, state the
number of excess Equity Securities (Excess Equity Securities) for which they
wish to subscribe; and

(d) this Regulation 3.1 shall not apply to the allotment and
issue of the following Equity Securities:

(i) to an allotment and issue of Equity Securities that
does not exceed 10% of the total authorised Shares of the Company prior to the
first Annual General Meeting following the Effective Date and subject always
to subsequent approval at each following Annual General Meeting;

(ii) to any Incentive Securities;

(iii) to any Equity Securities allotted, as part of a bonus
issue, proportionately to all Shareholders;

(iv) to any Equity Securities allotted as part of a
restructuring plan or equivalent measures approved by the relevant court in
accordance with applicable provisions under the laws of the British Virgin
Islands;

(v) to any allotment as all or part of the consideration for
any bona fide business combination transaction, merger, or acquisition of a
business or asset which has been approved by Shareholders representing not
less than 75% of the votes of the Shares in the Company;

(vi) to any rights to subscribe for Equity Securities
(including, pursuant to any Warrants) existing at the Effective Date; or

(vii) to any Equity Securities issued pursuant to the conversion
of any convertible loans which were provided to the Company prior to the
Effective Date.

3.2. Any Equity Securities not accepted by Shareholders pursuant
to the offer made to them in accordance with Regulation 3.1 shall be used for
satisfying any requests for Excess Equity Securities made pursuant to
Regulation 3.1. If there are insufficient Excess Equity Securities to satisfy
such requests, the Excess Equity Securities shall be allotted to the
applicants pro rata to the number of Shares held by the applicants immediately
before the offer was made to Shareholders in accordance with Regulation 3.1
(as nearly as possible without involving fractions or increasing the number of
Excess Equity Securities allotted to any Shareholder beyond that applied for
by that Shareholder). After that allotment, any Excess Equity Securities
remaining shall be offered to any other person as the Directors may determine,
at the same price and on the same terms as the offer to the Shareholders.

4 REDEMPTION OF SHARES AND TREASURY SHARES

4.1. The Company may purchase, redeem, or otherwise acquire and
hold its own Shares save that the Company may not purchase, redeem, or
otherwise acquire its own Shares without the consent of Shareholders whose
Shares are to be purchased, redeemed, or otherwise acquired unless the Company
is permitted by the Act or any other provision in the Memorandum or Articles
to purchase, redeem, or otherwise acquire the Shares without their consent.

4.2. The Company may acquire its own fully paid Shares for no
consideration by way of surrender of the Shares to the Company by the person
holding the Shares. Any such surrender shall be evidenced in writing and
signed by the person holding the Shares.

4.3. The Company may only offer to purchase, redeem, or
otherwise acquire Shares if the Resolution of Directors authorising the
purchase, redemption, or other acquisition contains a statement that the
Directors are satisfied, on reasonable grounds, that immediately after the
purchase, redemption, or other acquisition the value of the Company's assets
will exceed its liabilities and the Company will be able to pay its debts as
they fall due.

4.4. Shares that the Company purchases, redeems, or otherwise
acquires may be cancelled or held as treasury shares provided that the number
of Shares purchased, redeemed, or otherwise acquired and held as treasury
shares, when aggregated with Shares of the same class already held by the
Company as treasury shares, may not exceed fifty (50%) of the Shares of that
class previously issued by the Company excluding Shares that have been
cancelled. Shares which have been cancelled shall be available for reissue.

4.5. All rights and obligations attaching to a treasury share
are suspended and shall not be exercised by the Company while it holds the
Share as a treasury share.

4.6. Treasury shares may be transferred by the Company on such
terms and conditions (not otherwise inconsistent with the Memorandum and the
Articles) as the Company may by Resolution of Directors determine.

5 MORTGAGES AND CHARGES OF SHARES

5.1. Shareholders may mortgage or charge their Shares.

5.2. There shall be entered in the Register of Members at the
written request of the Shareholder:

(a) a statement that the Shares held by them are mortgaged
or charged;

(b) the name of the mortgagee or chargee; and

5.3. Where particulars of a mortgage or charge are entered in
the Register of Members, such particulars may be cancelled:

(a) with the written consent of the named mortgagee or
chargee or anyone authorised to act on their behalf; or

(b) upon evidence satisfactory to the Directors of the
discharge of the liability secured by the mortgage or charge and the issue of
such indemnities as the Directors shall consider necessary or desirable.

5.4. Whilst particulars of a mortgage or charge over Shares are
entered in the Register of Members pursuant to this Regulation:

(a) no transfer of any Share the subject of those
particulars shall be effected;

(b) the Company may not purchase, redeem, or otherwise
acquire any such Share; and

without the written consent of the named mortgagee or chargee.

5.5. The Directors may not resolve to refuse or delay the
transfer of a Share pursuant to the enforcement of a valid security interest
created over the Share.

6 FORFEITURE

6.1. Shares that are not fully paid on issue are subject to the
forfeiture provisions set forth in this Regulation and for this purpose Shares
or securities issued for a promissory note, other written obligation to
contribute money or property, or a contract for future services are deemed to
be not fully paid.

6.2. A written notice of call specifying the date for payment to
be made shall be served on the Shareholder who defaults in making payment in
respect of the Shares.

6.3. The written notice of call referred to in Regulation 6.2
(#Ref95028237) shall name a further date not earlier than the expiration of
fourteen (14) days from the date of service of the notice on or before which
the payment required by the notice is to be made and shall contain a statement
that in the event of non-payment at or before the time named in the notice the
Shares, or any of them, in respect of which payment is not made will be liable
to be forfeited.

6.4. Where a written notice of call has been issued pursuant to
Regulation 6.2 and the requirements of the notice have not been complied with,
the Directors may, at any time before tender of payment, forfeit and cancel
the Shares to which the notice relates.

6.5. If a Shareholder intends to offer, sell, transfer, assign,
novate, or otherwise dispose of any Shares or Warrants they shall do so only
in compliance with an exemption from the registration requirements of the
Securities Act and under circumstances which will not require the Company to
register under the U.S. Investment Company Act.

6.6. The Company is under no obligation to refund any moneys to
the Shareholder whose Shares have been cancelled pursuant to Regulation 6.4
(#Ref95028274) and 6.5 and that Shareholder shall be discharged from any
further obligation to the Company.

7 TRANSFER OF SHARES and warrants

7.1. A Share may, subject to the provisions of the Articles, be
transferred subject to the prior or subsequent approval of the Company
contained in a Resolution of Shareholders or a Resolution of Directors.

7.2. Shares may be transferred by a written instrument of
transfer signed by the transferor and containing the name and address of the
transferee, which shall be sent to the Company for registration, provided that
such transfer also complies with applicable laws of England and Wales. If the
Shares in question were issued in conjunction with rights, options, or
warrants issued on terms that one cannot be transferred without the other, the
Directors shall refuse to register the transfer of any such Share without
evidence satisfactory to them of the like transfer of such option or warrant.

7.3. In accordance with Section 54(A) of the Act, in addition to
the above, the instrument of transfer of any Share shall be in writing in the
usual or common form or in a form prescribed by the London Stock Exchange or
in any other form approved by the officers of the Company and shall be
executed by or on behalf of the transferor (and if the Directors so require,
signed by or on behalf of the transferee) and may be under hand or, if the
transferor or transferee is a clearing house or its nominee(s), by hand or by
machine imprinted signature or by such other manner of execution as the
Directors may approve from time to time.

7.4. The transfer of a Share is effective when the name of the
transferee is entered on the Register of Members.

7.5. If the Directors are satisfied that an instrument of
transfer relating to Shares has been signed but that the instrument has been
lost or destroyed, they may resolve by Resolution of Directors:

(a) to accept such evidence of the transfer of Shares as
they consider appropriate; and

(b) that the transferee's name should be entered in the
Register of Members notwithstanding the absence of the instrument of transfer.

7.6. The personal representative of a deceased Shareholder may
transfer a Share even though the personal representative is not a Shareholder
at the time of the transfer.

7.7. The Directors may not resolve to refuse or delay the
transfer of a Share unless:

(a) the Shareholder has failed to pay an amount due in
respect of the Share; or

(b) such transfer would breach or cause a breach of:

(i) the rules of the London Stock Exchange or any stock
exchange on which the Shares may be listed; or

(ii) applicable law or regulation at such times and for such
periods as the Directors may from time to time determine.

7.8. Regulations 7.9 and 7.10 shall apply to any issue,
transfer, or disposal of any interest in a Share (Sanctioned Shares) which
would result in the Company becoming a sanctioned entity (Prohibited
Transaction).

7.9. Where a Prohibited Transaction occurs, none of the rights
vested in a Shareholder relating to the Sanctioned Shares may be exercised,
and all such rights are suspended until Regulation 7.10 has been complied with
and such Shares have been transferred to a third party. This includes but is
not limited to any right to:

(a) attend or be counted in the quorum or vote either
personally or by proxy at any Shareholder Meeting or at any separate meeting
of the holders of any class of Shares or upon any poll or to exercise any
other right or privilege in relation to any Shareholder Meeting or any meeting
of the holders of any class of Shares;

(b) vote on any Resolution of Shareholders or consent to any
other corporate action;

(c) receive dividends or other distributions in relation
to such Shares (whether or not declared before or after the suspension);

(d) redeem or convert such Shares; or

(e) receive any surplus assets in the liquidation of the
Company.

7.10. The Company will, no later than five (5) Business Days after
becoming aware a Prohibited Transaction has taken place, cause the Sanctioned
Shares to be sold on the open market in a transaction which is not a
Prohibited Transaction (including, where such Sanctioned Shares are held in
dematerialised form, by procuring the transfer of the depository interest
representing the Sanctioned Shares), the cash proceeds of which will be
delivered to the relevant Shareholder(s), subject to:

(a) deduction from any such cash proceeds of any applicable
withholding taxes and of an amount equal to any stamp duty, stamp duty reserve
tax, or any other capital gain, net income, issue, transfer, registration,
financial transaction, or documentary tax that may arise or be paid as a
consequence of such sale; and

(b) the delivery by the relevant Shareholder of any other
information required by law or reasonably required by the Company.

8 MEETINGS AND CONSENTS OF ShareholderS

8.1. The Board may convene a Shareholder Meeting at such times
and in such manner and places within or outside the British Virgin Islands as
the Director considers necessary or desirable.

8.2. Notwithstanding 8.1, the Company shall hold at least one
(1) Shareholder Meeting in every calendar year which shall be designated as an
Annual General Meeting. There shall be no more than one (1) year between each
Annual General Meeting. Unless the context otherwise requires, reference in
these Articles to a Shareholder Meeting shall include an Annual General
Meeting.

8.3. The Directors shall give not less than twenty-one (21)
days' notice of an Annual General Meeting.

8.4. Upon the written request of Shareholders entitled to
exercise thirty (30%) or more of the voting rights in respect of the matter
for which the Shareholder Meeting is requested the Directors shall convene a
Shareholder Meeting.

8.5. Subject to Regulation 8.3 which provides for a longer
notice period for Annual General Meetings, a Director convening a Shareholder
Meeting shall give not less than ten (10) days' notice of a Shareholder
Meeting to:

(a) those Shareholders whose names on the date the notice is
given appear as Shareholders in the Register of Members and are entitled to
vote at the Shareholder Meeting; and

(b) the other Directors.

8.6. The notice must specify if the Shareholder Meeting is an
Annual General Meeting. Any other meeting shall be considered an extraordinary
general meeting.

8.7. Notice of a Shareholder Meeting may be given in writing or
by electronic means. If notice is sent by electronic means, it shall be deemed
to have been given when the communication is electronically transmitted.
Notice shall be deemed to have been validly given if notice is published on
the Company's website and via a Regulatory News Service (RNS) announcement,
regardless of whether any communication is sent to individual Shareholders by
any means, and in such case shall be deemed to have been given on the latter
of the two to occur.

8.8. The Director convening a Shareholder Meeting may fix as the
record date for determining those Shareholders that are entitled to vote at
the Shareholder Meeting the date notice is given of the Shareholder Meeting,
or such other date as may be specified in the notice, being a date not earlier
than the date of the notice.

8.9. A Shareholder Meeting held in contravention of the
requirement to give notice is valid if it is so agreed:

(a) in the case of an Annual General Meeting, by all the
Shareholders entitled to attend and vote at the Annual General Meeting; and

(b) in the case of any other Shareholder Meeting, if a
majority in number of the Shareholders holding at least ninety percent (90%)
of the total voting rights on all the matters to be considered at the
Shareholder Meeting have waived notice of the Shareholder Meeting and, for
this purpose, the presence of a Shareholder at the Shareholder Meeting shall
constitute waiver in relation to all the Shares which that Shareholder holds.

8.10. The inadvertent failure of a Director who convenes a
Shareholder Meeting to give notice of a Shareholder Meeting to a Shareholder
or another Director, or the fact that a Shareholder or another Director has
not received notice, does not invalidate the Shareholder Meeting.

8.11. A Shareholder may be represented at a Shareholder Meeting by a
proxy who may speak and vote on behalf of the Shareholder.

8.12. The instrument appointing a proxy shall be produced at the
place designated for the Shareholder Meeting before the time for holding the
Shareholder Meeting at which the person named in such instrument proposes to
vote. The notice of the Shareholder Meeting may specify an alternative or
additional place or time at which the proxy shall be presented.

8.13. The instrument appointing a proxy shall be in substantially
the following form or such other form as approved by the Directors or as the
chair of the Shareholder Meeting shall accept as properly evidencing the
wishes of the Shareholder appointing the proxy.

ACG METALS LIMITED

I/We being a Shareholder of the above Company HEREBY APPOINT …………

………………… of …………………………… or failing them
………..………………

of ………………………..…… to be my/our proxy to vote for me/us at
the meeting

of Shareholders to be held on the …… day of …………..…………,
20…… and at any

adjournment thereof.

(Any restrictions on voting to be inserted here.)

Signed this …… day of …………..…………, 20……

……………………………

Shareholder

8.14. The following applies where Shares are jointly owned:

(a) if two or more persons hold Shares jointly each of them
may be present in person or by proxy at a Shareholder Meeting and may speak as
a Shareholder;

(b) if only one (1) of the joint owners is present in person
or by proxy they may vote on behalf of all joint owners; and

8.15. A Shareholder shall be deemed to be present at a Shareholder
Meeting if they participate by telephone or other electronic means and all
Shareholders or their authorised representatives participating in the
Shareholder Meeting are able to hear each other.

8.16. A Shareholder Meeting is duly constituted if, at the
commencement of the Shareholder Meeting, there are present in person or by
proxy not less than thirty percent (30%) of the votes of the Shares entitled
to vote on Resolutions of Shareholders to be considered at the Shareholder
Meeting. A quorum may comprise a single Shareholder or proxy and then such
person may pass a Resolution of Shareholders and a certificate signed by such
person accompanied where such person be a proxy by a copy of the proxy
instrument shall constitute a valid Resolution of Shareholders.

8.17. If majority of the Company's Shareholders present at a
Shareholder Meeting are represented by a single Co-Sponsor, a meeting will not
be considered quorate.

8.18. If within two (2) hours from the time appointed for the
Shareholder Meeting a quorum is not present, the Shareholder Meeting, if
convened upon the requisition of Shareholders, shall be dissolved; in any
other case it shall stand adjourned to the next Business Day in the
jurisdiction in which the Shareholder Meeting was to have been held at the
same time and place or to such other time and place as the Directors may
determine, and if at the adjourned Shareholder Meeting there are present
within one (1) hour from the time appointed for the Shareholder Meeting in
person or by proxy not less than one third (33.3%) of the votes of the Shares
or each class or series of Shares entitled to vote on the matters to be
considered by the Shareholder Meeting, those present shall constitute a quorum
but otherwise the Shareholder Meeting shall be dissolved.

8.19. At every Shareholder Meeting, the chair of the Board shall
preside as chair of the Shareholder Meeting. If there is no chair of the Board
or if that chair is not present at the Shareholder Meeting, the Shareholders
present shall choose one of their number to be the chair. If the Shareholders
are unable to choose a chair for any reason, then the person representing the
greatest number of voting Shares present in person or by proxy at the
Shareholder Meeting shall preside as chair failing which the oldest individual
Shareholder or representative of a Shareholder present shall take the chair.

8.20. The chair may, with the consent of the Shareholder Meeting,
adjourn any Shareholder Meeting from time to time, and from place to place,
but no business shall be transacted at any adjourned meeting other than the
business left unfinished at the Shareholder Meeting from which the adjournment
took place.

8.21. At any Shareholder Meeting the chair is responsible for
deciding in such manner as they consider appropriate whether any resolution
proposed has been carried or not and the result of their decision shall be
announced to the Shareholder Meeting and recorded in the minutes of the
Shareholder Meeting. If the chair has any doubt as to the outcome of the vote
on a proposed resolution, they shall cause a poll to be taken of all votes
cast upon such resolution. If the chair fails to take a poll then any
Shareholder present in person or by proxy who disputes the announcement by the
chair of the result of any vote may immediately following such announcement
demand that a poll be taken and the chair shall cause a poll to be taken. If a
poll is taken at any Shareholder Meeting, the result shall be announced to the
Shareholder Meeting and recorded in the minutes of the Shareholder Meeting.

8.22. Subject to the specific provisions contained in this
Regulation for the appointment of representatives of persons other than
individuals the right of any individual to speak for or represent a
Shareholder shall be determined by the law of the jurisdiction where, and by
the documents by which, the person is constituted or derives its existence. In
case of doubt, the Directors may in good faith seek legal advice from any
qualified person and unless and until a court of competent jurisdiction shall
otherwise rule, the Directors may rely and act upon such advice without
incurring any liability to any Shareholder or the Company.

8.23. Any person other than an individual which is a Shareholder may
by resolution of its Directors or other governing body authorise such
individual as it thinks fit to act as its representative at any Shareholder
Meeting or of any class of Shareholders, and the individual so authorised
shall be entitled to exercise the same rights on behalf of the Shareholder
which they represent as that Shareholder could exercise if it were an
individual.

8.24. The chair of any Shareholder Meeting at which a vote is cast
by proxy or on behalf of any person other than an individual may call for a
notarially certified copy of such proxy or authority which shall be produced
within seven (7) days of being so requested or the votes cast by such proxy or
on behalf of such person shall be disregarded.

8.25. Directors may attend and speak at any Shareholder Meeting and
at any separate meeting of the holders of any class or series of Shares.

8.26. An action that may be taken by the Shareholders at a
Shareholder Meeting may also be taken by a resolution consented to in writing,
without the need for any notice, but if any Resolution of Shareholders is
adopted otherwise than by the unanimous written consent of all Shareholders,
an announcement including the material terms of such written resolutions will
be published by the Company on its website as soon as reasonably practicable
after they have taken effect. Upon such publication, any Shareholder that has
not consented to such written resolutions will be deemed to have been notified
of their contents. The consent to any written resolutions may be in the form
of counterparts; each counterpart being signed by one (1) or more
Shareholders. If the consent is in one (1) or more counterparts, and the
counterparts bear different dates, then the resolution shall take effect on
the earliest date upon which Shareholders holding a sufficient number of votes
of Shares to constitute a Resolution of Shareholders have consented to the
resolution by signed counterparts.

9 UNtraceable members

9.1. Where any Shareholder is untraceable, the Company may sell
any of their Shares provided that:

(a) no less than three (3) cheques for any sums payable in
cash to such Shareholder have remained uncashed for a period of twelve (12)
years from the date of issue of the cheque;

(b) the Company not having during that time or before the
expiry of the three (3) month period referred to in Regulation 9.1(c) received
any indication of the existence of the Shareholder or person entitled to such
shares by death, bankruptcy, or operation of law; and

(c) upon expiration of the twelve (12) year period, an
advertisement has been published in newspapers, giving notice of the Company's
intention to sell those Shares, and a period of three (3) months or such
shorter period has elapsed since the date of such advertisement.

9.2. Where the Company sells the Shares of any untraceable
Shareholder, the net proceeds of any such sale shall be held in the Company,
and the net proceeds shall be accounted as a debt due to that untraceable
Shareholder for an amount equal to such net proceeds.

10 DIRECTORS

10.1. The Directors shall be elected by Resolution of Shareholders
or, in the circumstances provided at Regulation 10.8, by Resolution of
Directors.

10.2. No person shall be appointed as a Director or Alternate
Director (as defined in Regulation 13), or nominated as a reserve Director,
unless they have consented in writing to be a Director or Alternate Director,
or to be nominated as a reserve Director.

10.3. The minimum number of Directors shall be one (1) and there
shall be no maximum number of Directors. Any change in the number of Directors
shall be approved by a Resolution of Shareholders.

10.4. Each Director holds office for the term, if any, fixed by the
Resolution of Shareholders appointing them, or until their earlier death,
resignation, or removal. If no term is fixed on the appointment of a Director,
the Director serves indefinitely until their earlier death, resignation, or
removal.

10.5. No Director will be required to submit for re-election until
the first Annual General Meeting following the Effective Date.

10.6. A Director may be removed from office:

(a) with or without cause, by Resolution of Shareholders
passed at a Shareholder Meeting called for the purpose of removing the
Director or for purposes including the removal of the Director or by a written
resolution passed by at least seventy-five percent (75%) of the votes of the
Shares entitled to vote; or

(b) with cause, by Resolution of Directors passed at a
meeting of Directors called for the purpose of removing the Director or for
purposes including the removal of the Director.

10.7. A Director may resign their office by giving written notice of
their resignation to the Company and the resignation has effect from the date
the notice is received by the Company or from such later date as may be
specified in the notice. A Director shall resign forthwith as a Director if
they are, or become, disqualified from acting as a Director under the Act.

10.8. The Directors may at any time appoint any person to be a
Director to fill a vacancy. Where the Directors appoint a person as Director
to fill a vacancy, the term shall expire on the earlier of:

(a) the end of the term of the Director being replaced; or

(b) the next Annual General Meeting.

10.9. A vacancy in relation to Directors occurs if a Director dies
or otherwise ceases to hold office prior to the expiration of their term of
office.

10.10. The Company shall keep a Register of Directors containing:

(a) the names and addresses of the persons who are Directors
or who have been nominated as reserve Directors;

(b) the date on which each person whose name is entered in
the register was appointed as a Director, or nominated as a reserve Director;

(d) the date on which the nomination of any person nominated
as a reserve Director ceased to have effect; and

(e) such other information as may be prescribed by the Act.

10.11. The Register of Directors may be kept in any such form as the
Directors may approve, but if it is in magnetic, electronic, or other data
storage form, the Company must be able to produce legible evidence of its
contents. Until a Resolution of Directors determining otherwise is passed, the
magnetic, electronic, or other data storage shall be the original Register of
Directors.

10.12. A Director is not required to hold a Share as a qualification to
office.

11 REmuneration of directors and adoption of incentive
schemes

11.1. The remuneration of Directors shall be set by Resolution of
Directors.

11.2. All the Directors are entitled to be reimbursed by the Company
for travel, hotel, and other expenses incurred by them in the course of their
Directors' duties relating to the Company.

11.3. Any Incentive Scheme adopted by the Company after the
Effective Date must be approved by a Resolution of Directors.

12 POWERS OF DIRECTORS

12.1. The business and affairs of the Company shall be managed by,
or under the direction or supervision of, the Directors. The Directors have
all the powers necessary for managing, and for directing and supervising, the
business and affairs of the Company. The Directors may exercise all such
powers of the Company as are not by the Act or by the Memorandum or the
Articles required to be exercised by the Shareholders.

12.2. Each Director shall exercise their powers for a proper purpose
and shall not act or agree to the Company acting in a manner that contravenes
the Memorandum, the Articles, or the Act. Each Director, in exercising their
powers or performing their duties, shall act honestly and in good faith in
what the Director believes to be the best interests of the Company.

12.3. If the Company is the wholly owned subsidiary of a parent, a
Director may, when exercising powers or performing duties as a Director, act
in a manner which they believe is in the best interests of the parent even
though it may not be in the best interests of the Company.

12.4. Any Director which is a body corporate may appoint any
individual as its duly authorised representative for the purpose of
representing it at meetings of the Directors, with respect to the signing of
consents or otherwise.

12.5. The continuing Directors may act notwithstanding any vacancy
in their body.

12.6. The Directors may by Resolution of Directors exercise all the
powers of the Company to incur indebtedness, liabilities, or obligations and
to secure indebtedness, liabilities, or obligations whether of the Company or
of any third party.

12.7. All cheques, promissory notes, drafts, bills of exchange, and
other negotiable instruments and all receipts for moneys paid to the Company
shall be signed, drawn, accepted, endorsed, or otherwise executed, as the case
may be, in such manner as shall from time to time be determined by Resolution
of Directors.

13 PROCEEDINGS OF DIRECTORS

13.1. Any one (1) Director may call a meeting of the Directors by
sending a written notice to each other Director.

13.2. The Directors or any committee thereof may meet at such times
and in such manner and places within or outside the British Virgin Islands as
the Directors may determine to be necessary or desirable.

13.3. A Director is deemed to be present at a meeting of Directors
if they participate by telephone or other electronic means and all Directors
participating in the meeting are able to hear each other.

13.4. A Director shall be given not less than three (3) days' notice
of meetings of Directors, but a meeting of Directors held without three (3)
days' notice having been given to all Directors shall be valid if all the
Directors entitled to vote at the meeting who do not attend waive notice of
the meeting, and for this purpose the presence of a Director at a meeting
shall constitute waiver by that Director. The inadvertent failure to give
notice of a meeting to a Director, or the fact that a Director has not
received the notice, does not invalidate the meeting.

13.5. A Director (the Appointing Director) may appoint any other
Director or any other eligible person as their alternate to exercise the
Appointing Director's powers and carry out the Appointing Director's
responsibilities in relation to the taking of decisions by the Directors in
the absence of the Appointing Director (the Alternate Director).

13.6. The appointment and termination of an Alternate Director must
be in writing, and written notice of the appointment and termination must be
given by the Appointing Director to the Company as soon as reasonably
practicable.

13.7. An Alternate Director has the same rights as the Appointing
Director in relation to any Directors' meeting and any written resolution
circulated for written consent. An Alternate Director has no power to appoint
a further alternate, whether of the Appointing Director or of the Alternate
Director, and the alternate does not act as an agent of or for the Appointing
Director.

13.8. The Appointing Director may, at any time, voluntarily
terminate the Alternate Director's appointment. The voluntary termination of
the appointment of an alternate shall take effect from the time when written
notice of the termination is given to the Company. The rights of an alternate
shall automatically terminate if the Appointing Director dies or otherwise
ceases to hold office.

13.9. A meeting of Directors is duly constituted for all purposes if
at the commencement of the meeting there are present in person or by alternate
not less than one-half (50%) of the total number of Directors.

13.10. If the Company has only one (1) Director the provisions herein
contained for meetings of Directors do not apply and such sole Director has
full power to represent and act for the Company in all matters as are not by
the Act, the Memorandum, or the Articles required to be exercised by the
Shareholders. In lieu of minutes of a meeting the sole Director shall record
in writing and sign a note or memorandum of all matters requiring a Resolution
of Directors. Such a note or memorandum constitutes sufficient evidence of
such resolution for all purposes.

13.11. The Directors may appoint a Director as chair of the Board. At
meetings of Directors at which the chair of the Board is present, they shall
preside as chair of the meeting. If there is no chair of the Board or if the
chair of the Board is not present, the Directors present shall choose one of
their number to be chair of the meeting.

13.12. An action that may be taken by the Directors or a committee of
Directors at a meeting may also be taken by a Resolution of Directors or a
resolution of a committee of Directors, without the need for any notice. The
consent may be in the form of counterparts each counterpart being signed by
one (1) or more Directors. If the consent is in one (1) or more counterparts,
and the counterparts bear different dates, then the resolution shall take
effect on the date upon which the last Director has consented to the
resolution by signed counterparts.

13.13. Directors of the Company bearing affiliation with any single
Co-Sponsor may not constitute a majority of the Board.

13.14. If the number of votes for and against a resolution proposed at a
meeting of Directors are equal, the resolution will be deemed to have been
duly approved by the Directors if a majority of the Independent Non-Executive
Directors vote in favour. If there is not a sufficient number of Independent
Non-Executive Directors present, the meeting must be reconvened with all
Independent Non-Executive Directors present.

14 COMMITTEES

14.1. The Directors may, by Resolution of Directors, designate one
(1) or more committees, each consisting of one (1) or more Directors, and
delegate one (1) or more of their powers, including the power to affix the
Seal, to the committee.

14.2. The Directors have no power to delegate to a committee of
Directors any of the Proscribed Powers.

14.3. A committee of Directors, where authorised by the Resolution
of Directors appointing such committee or by a subsequent Resolution of
Directors, may appoint a sub-committee and delegate powers exercisable by the
committee to the sub-committee.

14.4. The meetings and proceedings of each committee of Directors
consisting of two (2) or more Directors shall be governed by the provisions of
these Articles regulating the proceedings of Directors with any necessary
changes so far as the same are not superseded by any provisions in the
Resolution of Directors establishing the committee.

14.5. Where the Directors delegate their powers to a committee of
Directors they remain responsible for the exercise of that power by the
committee, unless they believed on reasonable grounds at all times before the
exercise of the power that the committee would exercise the power in
conformity with the duties imposed on Directors under the Act.

15 OFFICERS AND AGENTS

15.1. The Company may by Resolution of Directors appoint officers of
the Company at such times as may be considered necessary or expedient. The
officers shall perform such duties as are prescribed at the time of their
appointment subject to any modification in such duties as may be prescribed
thereafter by Resolution of Directors.

15.2. The emoluments of all officers shall be fixed by Resolution of
Directors.

15.3. The officers of the Company shall hold office until their
successors are duly appointed, but any officer elected or appointed by the
Directors may be removed at any time, with or without cause, by Resolution of
Directors. Any vacancy occurring in any office of the Company may be filled by
Resolution of Directors.

15.4. The Directors may, by Resolution of Directors, appoint any
person, including a person who is a Director, to be an agent of the Company.

15.5. An agent of the Company shall have such powers and authority
of the Directors, including the power and authority to affix the Seal, as are
set forth in the Articles or in the Resolution of Directors appointing the
agent, except that no agent has any power or authority with respect to the
following:

(a) the Proscribed Powers;

(b) to change the registered office or agent;

(d) to authorise the Company to continue as a company
incorporated under the laws of a jurisdiction outside the British Virgin
Islands.

15.6. The Resolution of Directors appointing an agent may authorise
the agent to appoint one (1) or more substitutes or delegates to exercise some
or all of the powers conferred on the agent by the Company.

15.7. The Directors may remove an agent appointed by the Company and
may revoke or vary a power conferred on them.

16 Financial Year

16.1. Unless the Directors otherwise prescribe, the financial year
of the Company shall end on 31 December in each year.

17 Mergers and consolidations

17.1. The Company shall have the power to merge or consolidate with
one (1) or more other constituent companies upon such terms as the Directors
may determine by a Resolution of the Directors subject as may be permitted by
the Act.

18 CONFLICT OF INTERESTS

18.1. A Director shall, forthwith after becoming aware of the fact
that they are interested in a transaction entered into or to be entered into
by the Company, disclose the interest to all other Directors.

18.2. For the purposes of Regulation 18.1 (#Ref95276357) , a
disclosure to all other Directors to the effect that a Director is a member,
director, or officer of another named entity or has a fiduciary relationship
with respect to the entity or a named individual and is to be regarded as
interested in any transaction which may, after the date of the entry into the
transaction or disclosure of the interest, be entered into with that entity or
individual, is a sufficient disclosure of interest in relation to that
transaction.

18.3. Subject to any rules or regulations of the London Stock
Exchange or any laws or regulations governing companies listed on the London
Stock Exchange, a Director who is interested in a transaction entered into or
to be entered into by the Company may:

(a) vote on a matter relating to the transaction;

(b) attend a meeting of Directors, or meeting of a committee
of Directors, at which a matter relating to the transaction arises and be
included among the Directors present at the relevant meeting for the purposes
of a quorum; and

(c) sign a document on behalf of the Company, or do any
other thing in their capacity as a Director, that relates to the transaction,

and, subject to compliance with the Act, shall not by reason of their office
be accountable to the Company for any benefit which they derive from such
transaction and no such transaction shall be liable to be avoided on the
grounds of any such interest or benefit.

19 INDEMNIFICATION

19.1. Subject to the limitations hereinafter provided, the Company
shall indemnify against all expenses, including legal fees, and against all
judgments, fines, and amounts paid in settlement and reasonably incurred in
connection with legal, administrative, or investigative proceedings any person
who:

(a) is or was a party or is threatened to be made a party to
any threatened, pending, or completed proceedings, whether civil, criminal,
administrative, or investigative, by reason of the fact that the person is or
was a Director; or

(b) is or was, at the request of the Company, serving as a
director of, or in any other capacity is or was acting for, another body
corporate or a partnership, joint venture, trust, or other enterprise.

19.2. The indemnity in Regulation 19.1 (#Ref97434862) only applies
if the person acted honestly and in good faith with a view to the best
interests of the Company and, in the case of criminal proceedings, the person
had no reasonable cause to believe that their conduct was unlawful.

19.3. For the purposes of Regulation 19.2 (#Ref124051652) and
without limitation, a Director acts in the best interests of the Company if
they act in the best interests of the Company's parent in the circumstances
specified in Regulation 12.3 (#Ref46746188) .

19.4. The decision of the Directors as to whether the person acted
honestly and in good faith and with a view to the best interests of the
Company and as to whether the person had no reasonable cause to believe that
their conduct was unlawful is, in the absence of fraud, sufficient for the
purposes of the Articles, unless a question of law is involved.

19.5. The termination of any proceedings by any judgment, order,
settlement, conviction, or the entering of a nolle prosequi does not, by
itself, create a presumption that the person did not act honestly and in good
faith and with a view to the best interests of the Company or that the person
had reasonable cause to believe that their conduct was unlawful.

19.6. Expenses, including legal fees, incurred by a Director in
defending any legal, administrative, or investigative proceedings may be paid
by the Company in advance of the final disposition of such proceedings upon
receipt of an undertaking by or on behalf of the Director to repay the amount
if it shall ultimately be determined that the Director is not entitled to be
indemnified by the Company in accordance with Regulation 19.1 (#Ref124051964)
.

19.7. Expenses, including legal fees, incurred by a former Director
in defending any legal, administrative or investigative proceedings may be
paid by the Company in advance of the final disposition of such proceedings
upon receipt of an undertaking by or on behalf of the former Director to repay
the amount if it shall ultimately be determined that the former Director is
not entitled to be indemnified by the Company in accordance with Regulation
19.1 (#Ref124051964) and upon such terms and conditions, if any, as the
Company deems appropriate.

19.8. The indemnification and advancement of expenses provided by,
or granted pursuant to, this section is not exclusive of any other rights to
which the person seeking indemnification or advancement of expenses may be
entitled under any agreement, Resolution of Shareholders, resolution of
disinterested Directors or otherwise, both as to acting in the person's
official capacity and as to acting in another capacity while serving as a
Director.

19.9. If a person referred to in Regulation 19.1 (#Ref124051964) has
been successful in defence of any proceedings referred to in Regulation 19.1
(#Ref124051964) , the person is entitled to be indemnified against all
expenses, including legal fees, and against all judgments, fines and amounts
paid in settlement and reasonably incurred by the person in connection with
the proceedings.

19.10. The Company may purchase and maintain insurance in relation to
any person who is or was a Director, officer, or liquidator of the Company, or
who at the request of the Company is or was serving as a director, officer, or
liquidator of, or in any other capacity is or was acting for, another body
corporate or a partnership, joint venture, trust, or other enterprise, against
any liability asserted against the person and incurred by the person in that
capacity, whether or not the Company has or would have had the power to
indemnify the person against the liability as provided in the Articles.

20 Corporate RECORDS

20.1. The Company shall keep the following documents at the office
of the Registered Agent:

(a) the Memorandum and the Articles;

(b) the Register of Members, or a copy of the Register of
Members;

(d) copies of all notices and other documents filed by the
Company with the Registrar in the previous ten (10) years.

20.2. Until the Directors determine otherwise by Resolution of
Directors, the Company shall keep the original Register of Members and
original Register of Directors at the office of the Registered Agent.

20.3. The Company shall keep the following records at the office of
the Registered Agent or at such other place or places, within or outside the
British Virgin Islands, as the Directors may determine:

(a) minutes of meetings and Resolutions of Directors and
committees of Directors; and

(b) minutes of meetings and Resolutions of Shareholders and
classes of Shareholders.

20.4. Where any original records referred to in this Regulation are
maintained other than at the office of the Registered Agent, and the place at
which the original records is changed, the Company shall provide the
Registered Agent with the physical address of the new location of the records
of the Company within fourteen (14) days of the change of location.

20.5. The records kept by the Company under this Regulation shall be
in written form or either wholly or partly as electronic records complying
with the requirements of the Electronic Transactions Act 2001 as from time to
time amended or re-enacted.

21 SEAL

21.1. The Company shall have a Seal an impression of which shall be
kept at the office of the Registered Agent. The Company may have more than one
(1) Seal and references herein to the Seal shall be references to every Seal
which shall have been duly adopted by Resolution of Directors. The Directors
shall provide for the safe custody of the Seal and for an imprint thereof to
be kept at the registered office. Except as otherwise expressly provided
herein the Seal when affixed to any written instrument shall be witnessed and
attested to by the signature of any one (1) Director or other person so
authorised from time to time by Resolution of Directors. Such authorisation
may be before or after the Seal is affixed, may be general or specific and may
refer to any number of sealings. The Directors may provide for a facsimile of
the Seal and of the signature of any Director or authorised person which may
be reproduced by printing or other means on any instrument and it shall have
the same force and validity as if the Seal had been affixed to such instrument
and the same had been attested to as hereinbefore described.

22 DISTRIBUTIONS BY WAY OF DIVIDEND

22.1. The Directors may, by Resolution of Directors, authorise a
distribution by way of dividend at a time and of an amount they think fit if
they are satisfied, on reasonable grounds, that, immediately after the
distribution, the value of the Company's assets will exceed its liabilities
and the Company will be able to pay its debts as they fall due.

22.2. Dividends may be paid in money, shares, or other property.

22.3. The Company may, by Resolution of Directors, from time to time
pay to the Shareholders such interim dividends as appear to the Directors to
be justified by the profits of the Company, provided always that they are
satisfied, on reasonable grounds, that, immediately after the distribution,
the value of the Company's assets will exceed its liabilities and the Company
will be able to pay its debts as and when they fall due.

22.4. Notice of any dividend that may have been declared shall be
given to each Shareholder as specified in Regulation 24 (#Ref334632439) and
all dividends unclaimed for three (3) years after having been declared may be
forfeited by Resolution of Directors for the benefit of the Company.

22.5. No dividend shall bear interest as against the Company and no
dividend shall be paid on treasury shares.

23 ACCOUNTS AND AUDIT

23.1. The Company shall keep records and underlying documentation
that are sufficient to show and explain the Company's transactions and that
will, at any time, enable the financial position of the Company to be
determined with reasonable accuracy.

23.2. The records and underlying documentation of the Company shall
be kept at the office of the Registered Agent or at such other place or
places, within or outside the British Virgin Islands, as the Directors may
determine and if the records and underlying documentation are kept in a
location other than the office of the Registered Agent, the Company shall
provide the Registered Agent with a written record of:

(a) the physical address of the place at which the records
and underlying documentation are kept; and

(b) the name of the person who maintains and controls the
Company's records and underlying documentation.

23.3. If the location at which the records and underlying
documentation are kept or the name of the person who maintains and controls
the records and underlying documentation changes, the Company shall, within
fourteen (14) days of the change, provide the Registered Agent with:

(a) the physical address of the new location at which the
records and underlying documentation are kept; and

(b) the name of the new person who maintains and controls
the Company's records and underlying documentation.

23.4. The Company may by Resolution of Shareholders call for the
Directors to prepare periodically and make available a profit and loss account
and a balance sheet. The profit and loss account and balance sheet shall be
drawn up so as to give respectively a true and fair view of the profit and
loss of the Company for a financial period and a true and fair view of the
assets and liabilities of the Company as at the end of a financial period.

23.5. The Company may by Resolution of Shareholders call for the
accounts to be examined by auditors.

23.6. The first auditors shall be appointed by Resolution of
Directors; subsequent auditors shall be appointed by Resolution of
Shareholders or by Resolution of Directors.

23.7. The auditors may be Shareholders, but no Director or other
officer shall be eligible to be an auditor of the Company during their
continuance in office.

23.8. The remuneration of the auditors of the Company may be fixed
by Resolution of Directors.

23.9. The auditors shall examine each profit and loss account and
balance sheet required to be laid before a meeting of the Shareholders or
otherwise given to Shareholders and shall state in a written report whether or
not:

(a) in their opinion the profit and loss account and balance
sheet give a true and fair view respectively of the profit and loss for the
period covered by the accounts, and of the assets and liabilities of the
Company at the end of that period; and

(b) all the information and explanations required by the
auditors have been obtained.

23.10. The report of the auditors shall be annexed to the accounts and
shall be read at the Shareholder Meeting at which the accounts are laid before
the Company or shall be otherwise given to the Shareholders.

23.11. Every auditor of the Company shall have a right of access at all
times to the books of account and vouchers of the Company and shall be
entitled to require from the Directors and officers of the Company such
information and explanations as they think necessary for the performance of
the duties of the auditors.

23.12. The auditors of the Company shall be entitled to receive notice
of, and to attend, any meetings of Shareholders at which the Company's profit
and loss account and balance sheet are to be presented.

23.13. The Directors shall establish and maintain an audit committee
(Audit Committee) as a committee of the Directors and shall adopt a formal
written Audit Committee charter and review and assess the adequacy of the
formal written charter on an annual basis. The composition and
responsibilities of the Audit Committee shall comply with the rules and
regulations of the FCA and the London Stock Exchange. Once formed, the Audit
Committee shall meet at least once every financial quarter, or more frequently
as the circumstances dictate.

24 NOTICES

24.1. Any notice, information, or written statement to be given by
the Company to Shareholders shall be in writing and may be given by personal
service, mail, courier, or email to such Shareholder's address as shown in the
Register of Members or to such Shareholder's email address as notified by the
Shareholder to the Company in writing from time to time.

24.2. Any summons, notice, order, document, process, information, or
written statement to be served on the Company may be served by leaving it, or
by sending it by registered mail addressed to the Company, at its registered
office, or by leaving it with, or by sending it by registered mail addressed
to the Company at the offices of the Registered Agent.

24.3. Where a notice is sent by post, service of the notice shall be
deemed to be effected by properly addressing, prepaying and posting a letter
containing notice, and shall be deemed to be received on the fifth (5(th))
Business Day following the day on which the notice was posted. Where a
notice is sent by email, notice shall be deemed to be effected by transmitting
the email to the address or number provided by the intended recipient and
service of the notice shall be deemed to have been received on the same day
that it was transmitted.

25 VOLUNTARY LIQUIDATION

25.1. Subject to the Act, the Company may by Resolution of
Shareholders or by Resolution of Directors appoint an eligible individual as
voluntary liquidator alone or jointly with one (1) or more other voluntary
liquidators.

26. CONTINUATION

26.1. Subject to the Act, the Company may by Resolution of Directors
continue as a company incorporated under the laws of a jurisdiction outside
the British Virgin Islands in the manner provided under those laws.

Signed for HARNEYS CORPORATE SERVICES LIMITED of Craigmuir Chambers, Road
Town, Tortola, VG 1110, British Virgin Islands for the purpose of
incorporating a BVI Business Company under the laws of the British Virgin
Islands on 22nd of June 2021:

Incorporator

Sgd: Indira Ward-Lewis

…………………………..

Indira Ward-Lewis

Authorised Signatory

HARNEYS CORPORATE SERVICES LIMITED

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