REG - ACG Metals Ltd. - Admission to Trading and Total Voting Rights

ACG MetalsAnnouncement

05/09/2024 08:15

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RNS Number : 0494D  ACG Metals Limited  05 September 2024

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 WHERE IT WOULD BE UNLAWFUL
TO DO SO

5 September 2024

ACG Metals Limited

("ACG" or the "Company")

 

Change of name, ADMISSION to Trading AND Total Voting Rights

CHANGE OF NAME

"ACG Acquisition Company Limited" has been renamed "ACG Metals Limited".

ADMISSION TO TRADING

Further to the announcement of 3 September 2024 relating to the closing of its
acquisition of the Gediktepe Mine in Türkiye, ACG announces today that the
Re-Admission has taken place in respect of 17,489,913 Class A ordinary shares
of the Company and 7,461,664 public warrants of the Company to, respectively,
the equity shares (transition) category and the warrants, options and other
miscellaneous securities category of the Official List of the UK's Financial
Conduct Authority ("FCA"), and to trading on the London Stock Exchange under
the ticker symbols "ACG" and "ACGW" respectively.

TOTAL VOTING RIGHTS

In accordance with Chapter 5.6.1 of the FCA's Disclosure Guidance and
Transparency Rules (the "DTRs"), the Company's issued voting share capital
consists of 17,489,913 Class A ordinary shares. The Company does not hold any
Class A Ordinary Shares in treasury. All class B shares of the Company have
been cancelled. The total number of voting rights of the Company is 17,489,913
and this figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to, their interest in the shares under the DTRs.

About ACG

ACG is a company with a vision to consolidate the critical metals industry,
starting with the copper sector. Through a series of roll-up acquisitions, ACG
intends to become a premier supplier of copper and other critical metals to
the western OEM supply chain, with best-in-class ESG and carbon footprint
characteristics. For further information please visit: www.acgcorp.co
(http://www.acgcorp.co/) . Capitalised terms not otherwise defined in this
announcement have the meaning ascribed thereto in ACG's prior announcement on
30 August 2024.

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Richard Seed

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

DISCLAIMER

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

This announcement is not for publication or distribution, directly or
indirectly, in or into Australia, Canada, Japan, the Republic of South Africa
or the United States or any other jurisdiction where to do so would constitute
a violation of the relevant laws of such jurisdiction. The distribution of
this announcement may be restricted by law in certain jurisdictions and
persons into whose possession any document or other information referred to
herein comes should inform themselves about and observe any such restriction.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

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

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

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

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

Forward-looking statements

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

 

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