REG - ACG Acquisition Co. - Market Update

ACG MetalsAnnouncement

16/06/2023 07:00

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RNS Number : 9211C  ACG Acquisition Company Limited  16 June 2023

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS
INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE
REGULATION (EU NO. 596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC
LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "UK
MARKET ABUSE REGULATION")

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA
OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION

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

16 June 2023

ACG Acquisition Company Limited

("ACG" or the "Company")

ACG publishes an update to the market in relation to the Acquisition

On 12 June 2023, ACG announced that it had agreed the acquisition of the
Atlantic Nickel ("ATN") nickel sulphide mine in Santa Rita and the Mineraçao
Vale Verde ("MVV") copper mine in Serrote (together, "Appian Brazil") from
funds advised by Appian Capital Advisory LLP (the "Acquisition"). Further to
that announcement, ACG hereby publishes (i) selected financial and operational
Q1/YTD 2023 information relating to ATN and MVV and (ii) a description of the
procedures to be followed by existing public ACG shareholders wishing to
exercise rights of redemption.

Paulo Castellari (CEO, Appian Brazil), commented:

As we unite with ACG, I am pleased to bring the impressive achievements of our
Brazilian mines into focus.

Atlantic Nickel has maintained its exemplary performance, with strong cost
efficiency and environmentally responsible production. We look to exciting
prospects for growth at its underground operations. Mineração Vale Verde has
continued to build momentum, as we look to leverage strong performance on the
back of a well-executed ramp-up plan, during which we managed to meet our
targets safely and responsibly. Our team's commitment to excellence and
culture of continuous improvement are central to our achievements, which
include our outstanding safety standards.

ACG's network, resources, and global reach represent a perfect opportunity to
further enhance the value of these mines. Our partnership holds immense
potential for value creation and sustainable growth, and I look forward to
working together with the team.

Artem Volynets (CEO, ACG), commented:

We believe that our vision aligns with what many in the market are looking
for: an opportunity to invest in the western hemisphere's EV supply chain as
it strengthens in the years ahead.

It is notable that our anchor investors include major OEMs and other
high-calibre institutions. Our hope is that their collective show of support
and commitments to subscribe for $300 million in ACG equity will serve as a
catalyst for other investors.

We offer a mining investment opportunity with a difference, combining
responsible operational practices with first-class assets that can supply new
economy metals safely in an era of strong demand from western manufacturers.
The talented and experienced operating team in Brazil equips us well to
realise that goal.

Selected Financial and Operational Q1/YTD Information

                                                                       ATN                                     MVV
 Q1 Adjusted EBITDA(1) for the three-month period ended 31 March 2023  US$51.2 million                         US$28.2 million
 Q1 production volume for the three-month period ended 31 March 2023   4.0kdmt nickel in concentrate           6.7kt copper in concentrate
 Q1 shipped volume for the three-month period ended 31 March 2023      3.9kdmt nickel in concentrate           5.2kdmt copper in concentrate

                                                                       3.3kdmt payable nickel in concentrate   4.9kdmt payable copper in concentrate
 YTD production volume for the five-month period ended 31 May 2023     6.2kdmt nickel in concentrate           11.2kt copper in concentrate
 YTD shipped volume for the five-month period ended 31 May 2023        6.3kdmt nickel in concentrate           10.8kdmt copper in concentrate

                                                                       5.3kdmt payable nickel in concentrate   10.3kdmt payable copper in concentrate

1 "Adjusted EBITDA" means profit before taxation, finance income/expense,
depreciation and amortization and the exclusion of the impact of certain items
due to their materiality and nature to aid comparability, for the three-month
period ended 31 March 2023. The figures above are unaudited and subject to
change.

 

Transaction Timeline(1)

The remaining milestones in respect of the Acquisition are as shown below.

 Commencement of redemption period                                            19 June 2023
 Publication of prospectus, notice convening Acquisition EGM and shareholder  30 June 2023
 circular and launch of planned equity offering
 ACG Management Roadshow                                                      30 June - 14 July 2023
 Equity offering results announcement                                         14 July 2023
 Redemption deadline for existing ACG shareholders                            17 July 2023
 Acquisition EGM                                                              19 July 2023
 Transaction completion, closing and settlement                               25 July 2023
 Redemption payment date                                                      As soon as practicable and in any event no later than the second U.K. trading
                                                                              day after the completion of the Acquisition

1 All dates are indicative and subject to change.

Redemption Instructions

Redemption Rights and Redemption Price

In accordance with Article 18 of its Memorandum and Articles of Association,
ACG is providing its public shareholders with the opportunity to redeem all or
a portion of their Class A Ordinary Shares prior to completion of the
Acquisition at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the escrow account held by ACG (the "Escrow
Account") (subject to deduction as described in the IPO Prospectus, as defined
below) calculated as of two U.K. trading days prior to the consummation of the
Acquisition (including initial overfunding), divided by the number of then
issued and outstanding Class A Ordinary Shares (not held in treasury), subject
to amongst other things the redemption limitations described in the IPO
Prospectus.

The gross redemption price of a Class A Ordinary Share is expected to be
$10.325 per Class A Ordinary Share, plus pro rata entitlement to any interest
accrued on the Escrow Account as reduced by any taxes paid or payable. As
noted in the IPO Prospectus, the amount held in the Escrow Account earns
interest at a rate equal to the Secured Overnight Financing Rate less 5 basis
points.

Additional information regarding the redemption arrangements can be found in
the initial public offering prospectus published by ACG on 7 October 2022 (the
"IPO Prospectus") under the heading "Part V. Share Capital, Liquidity and
Capital Resources and Accounting Policies̶ - Redemption".

Submitting Class A Ordinary Shares for Redemption

Redemption elections can be made through the UK's Certificateless Registry for
Electronic Share Transfer ("CREST") from 19 June 2023 for holders of
depositary interests representing Class A Ordinary Shares. Class A Ordinary
Shareholders wishing to participate in the redemption should contact their
broker, bank or other institution through which they hold their depositary
interests in Class A Ordinary Shares to access CREST. Redemptions cannot be
submitted through means other than CREST. Full election instruction details
will be provided directly within the CREST GUI Corporate Action event details
under ISIN VGG0056A1030.

If a Class A Ordinary Shareholder wishes to redeem all or a portion of their
depositary interests in Class A Ordinary Shares (a "Redeeming Shareholder"),
they are required to submit their redemption election electronically through
CREST by 1:00 pm BST at the latest on 17 July 2023 (the "Election Cut-off
Time"). Redeeming Shareholders should instruct their broker, bank or other
institution through which they hold their depositary interests in Class A
Ordinary Shares in time for these to be tendered through CREST before the
Election Cut-off Time. Please note that brokers, banks or other institutions
through which depositary interests in Class A Ordinary Shares are held will
establish their own cut-off dates and times for the tender of such securities,
which may be earlier than the Election Cut-off Time. Redeeming Shareholders
should check with their broker, bank or other institution to determine the
appropriate procedures.

Class A Ordinary Shareholders who validly elect to redeem all or a portion of
their depositary interests in the Class A Ordinary Shares on or before the
Election Cut-off Time shall have such depositary interests in the Class A
Ordinary Shares redeemed and payment in respect of such will be made by Link
Market Services Trustees Limited (the "Depositary") as soon as practicable
after the completion of the Acquisition and in any event no later than the
second U.K. trading day thereafter.

The final redemption price per Class A Ordinary Shareholders will be confirmed
prior to payment within CREST.

If a Class A Shareholder does not wish to redeem any of their Class A Ordinary
Shares, they do not need to submit a redemption election through CREST or take
any other action.

Withdrawal of elections to redeem

Any Redeeming Shareholder that has validly submitted their depositary
interests in Class A Ordinary Shares for redemption through CREST may, prior
to the Election Cut-off Time, notify the Depositary by email at the following
address - shareholderenquiries@linkgroup.co.uk - that it wishes to withdraw
such submission.

No redemption if the Acquisition is not completed

If the Acquisition is not approved or completed for any reason, then the
Redeeming Shareholders will not be entitled to redeem their Class A Ordinary
Shares for the applicable pro rata share of the Escrow Account and the Class A
Ordinary Shares will be returned as soon as practicable by the Depositary to
the Redeeming Shareholders within CREST.

ADDITIONAL AND UPDATED INFORMATION

For further information on the Acquisition and the Santa Rita and Serrote
mines, please consult the competent persons' reports in relation to the mines
and the updated version of the acquisition presentation slide deck available
at www.acgcorp.co (http://www.acgcorp.co) in the section headed "Acquisition
Documents and Announcements".

About ACG

ACG is a company with a vision to consolidate the critical metals industry.
Through a series of roll-up acquisitions, ACG intends to become a premier
supplier of critical metals to the western OEM supply chain, with
best-in-class ESG and carbon footprint characteristics. On 12 October 2022,
ACG successfully raised proceeds of approximately $125 million in its initial
public offering, and listed on the London Stock Exchange (symbols: ACG and
ACGW).

The Company's co-sponsors are (1) ACG Mining Limited, a BVI business firm
whose main shareholder is Artem Volynets, (2) De Heerd Investments Limited, a
Hong Kong-based asset manager with an extensive track-record of global
investments and (3) Argentem Creek Partners LP, an emerging markets specialist
firm investing in special situations, private credit, high yield, and trade
finance.

For further information please visit:

www.acgcorp.co (http://www.acgcorp.co)

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Kelsey Traynor / Richard Seed

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

Contacts for Appian

FGS Global - Communications Advisor

Charles O'Brien / Richard Crowley / Theo Davies-Lewis

AppianCapital-LON@fgsglobal.com (mailto:AppianCapital-LON@fgsglobal.com)

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These materials are not an offer for sale of securities in the United States
or in any other jurisdiction. The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), or with any securities regulatory authority of any
state or other jurisdiction of the United States, and may not be offered,
sold, resold, pledged, delivered, assigned or otherwise transferred, directly
or indirectly, within the United States except pursuant to an effective
registration statement under the Securities Act, to persons reasonably
believed to be qualified institutional buyers ("QIBs") in reliance on Rule
144A of the Securities Act or another exemption from, or in a transaction not
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Securities Act.

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

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

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

Forward-looking statements

Some of the information in these materials may contain projections or other
forward-looking statements regarding future events or the future financial
performance of ACG and the Enlarged Group. You can identify forward looking
statements by terms such as "expect", "believe", "anticipate", "estimate",
"intend", "will", "could", "may" or "might" the negative of such terms or
other similar expressions. ACG wishes to caution you that these statements are
only predictions and that actual events or results may and often do differ
materially. ACG does not intend to update these statements to reflect events
and circumstances occurring after the date hereof or to reflect the occurrence
of unanticipated events. Any forward-looking statements reflect ACG's current
view with respect to future events and many factors could cause the actual
results to differ materially from those contained in projections or
forward-looking statements of ACG, including, among others, ACG's ability to
obtain adequate information to evaluate the target assets, ACG's ability to
successfully or timely complete the contemplated acquisition, ACG's and
Appian's expectations around the performance of the target assets, ACG's
success in retaining or recruiting, or changes required in, ACG's officers,
key employees or directors following the contemplated acquisition, ACG's
officers and directors allocating their time to other businesses and
potentially having conflicts of interest with the Company's business or in
approving the contemplated acquisition, ACG's public securities' potential
liquidity and trading, the lack of a market for ACG's securities, ACG's
potential ability to obtain additional financing to complete the contemplated
acquisition and the financial performance of the enlarged group that would
result from the potential completion of the contemplated acquisition.
Forward-looking statements speak only as of the date they are made.

Inside information

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation. The person responsible for the release of this
information on behalf of the Company is Artem Volynets, Chief Executive
Officer.

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