REG - ACG Metals Ltd. - Results of Placing

ACG MetalsAnnouncement

12/11/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20251112:nRSL1476Ha&default-theme=true

RNS Number : 1476H  ACG Metals Limited  12 November 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, HONG KONG, JAPAN,
THE REPUBLIC OF SOUTH AFRICA, SINGAPORE OR SWITZERLAND OR ANY OTHER
JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS
NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ASSIMILATED
REGULATION (EU) NO 596/2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE
PUBLICATION OF THIS ANNOUNCEMENT, SUCH INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

 

12 November 2025

ACG METALS LIMITED

("ACG" or the "Company")

Results of Placing

 

ACG Metals Limited (LSE:ACG, ACGW) today announces the successful completion
of its Placing announced on 11 November 2025. The Company has raised gross
proceeds of approximately US$15.0 million (equivalent to approximately £11.4
million) through the placing of 1,056,309 Placing Shares at the Issue Price of
£10.80 per Placing Share.

The Placing was oversubscribed, receiving strong support from existing and new
investors, allowing the Company to broaden its institutional following and
market support.

The separate Retail Offer announced on 11 November 2025 remains open for
individual investors until 4:45 p.m. (London time) on 12 November 2025 and the
results of the Retail Offer and final results of the Fundraise will be made as
soon as practicable thereafter.

As previously announced, the net proceeds from the Fundraise will part fund
Phase 1 capex and be utilised, alongside internal cash resources, to fully
fund the US$39 million Enriched Ore Treatment Project capex.

Stifel Nicolaus Europe Limited, Canaccord Genuity Limited, and Joh. Berenberg,
Gossler & Co. KG, London Branch are acting as joint bookrunners in respect
of the Placing.

The Placing Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing issued Ordinary Shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of Admission (as defined
below).

Applications will be made for the Placing Shares to be admitted to listing in
the equity shares (transition) category of the Official List of the FCA and to
be admitted to trading on the main market for listed securities of the London
Stock Exchange (together, "Admission"). It is anticipated that Admission will
become effective, and that dealings in the Placing Shares will commence, at
8.00 a.m. (London time) on 14 November 2025. The Placing is conditional upon,
among other things: (i) the Placing Agreement not being terminated in
accordance with its terms; and (ii) Admission becoming effective by 8.00 a.m.
(London time) on 14 November 2025 (or such later time and/or date as the
Company and the Joint Bookrunners may agree, being not later than 8.00 a.m.
(London time) on 21 November 2025).

Artem Volynets, Chairman and Chief Executive Officer of the Company,
commented:

"We're pleased with the strong demand shown in yesterday's placing, which was
significantly oversubscribed. We appreciate the backing of our long-standing
investors and are glad to welcome those joining us for the first time. The
outcome is a clear endorsement of our team and strategy, which we will execute
as planned."

The Enriched Ore Treatment Project gives us a clear path to bringing forward
additional production, improving cash generation and unlocking value that
wasn't recognised in the original mine plan. With this support behind us, we
are well positioned to continue building ACG into a leading copper producer."

 

Capitalised terms not otherwise defined in the text of this announcement have
the meanings given in the Company's announcement of 11 November 2025.

 

- ENDS -

The person responsible for the release of this information on behalf of the
Company is Artem Volynets, Chairman & Chief Executive Officer.

 

For further information please contact:

 

Palatine

Communications Advisor

Conal Walsh / James Gilheany / Kelsey Traynor / Richard Seed

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

 

Berenberg

Joint Broker and Joint Bookrunner

Jennifer Lee / Patrick Dolaghan / Ivan Briechle Sanz

+44 (0) 20 3207 7800

 

Canaccord

Joint Broker and Joint Bookrunner

James Asensio / Charlie Hammond / Sam Lucas

+ 44 (0) 20 7523 8000

 

Stifel

Joint Broker and Joint Bookrunner

Ashton Clanfield / Varun Talwar

+44 (0) 20 7710 7600

About the Company

ACG Metals is a company with a vision to consolidate the copper industry
through a series of roll-up acquisitions, with best-in-class ESG and carbon
footprint characteristics.

In September 2024, ACG successfully completed the acquisition of the Gediktepe
Mine which is expected to transition to primary copper and zinc production
from 2026 and will target annual steady-state copper equivalent production of
20-25 kt. Gediktepe sold 57koz of AuEq in 2024.

ACG's team has extensive M&A experience built through decades spent at
blue-chip multinationals in the sector. The team brings a significant network
as well as a commitment to ESG principles and strong corporate governance.

LON: ACG  |  OTCQX: ACGAF  |  LON:ACGW  |  Xetra: ACG  |  Bond ISIN:
NO0013414565

For more information about ACG, please visit: www.acgmetals.com
(http://www.acgmetals.com/)

IMPORTANT NOTICES

 

THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED IN
THEM, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
AUSTRALIA, CANADA, HONG KONG, JAPAN, REPUBLIC OF SOUTH AFRICA, SINGAPORE OR
SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada, Hong
Kong, Japan, the Republic of South Africa, Singapore or Switzerland or any
other jurisdiction in which the same would be unlawful or to any person to
whom it is unlawful to make such offer or solicitation. No public offering of
the Placing Shares is being made in any such jurisdiction.

No action has been taken by the Company, Canaccord Genuity Limited
("Canaccord"), Joh. Berenberg, Gossler & Co. KG, London Branch
("Berenberg") and Stifel Nicolaus Europe Limited ("Stifel" and, together with
Canaccord and Berenberg, the "Joint Bookrunners") or any of their respective
Affiliates or any of its or their respective directors, officers, partners,
employees, agents or advisers (collectively "Representatives") or any person
acting on behalf of any of them that would, or is intended to, permit an offer
of the Placing Shares or result in the possession or distribution of this
Announcement or any other offering or publicity material relating to such
Placing Shares in any jurisdiction where action for that purpose is required.
Any failure to comply with these restrictions may constitute a violation of
the securities laws of such jurisdiction. Persons into whose possession this
Announcement comes are required to inform themselves about, and to observe,
such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in connection with the matters contained in
this Announcement and no such document is required (in accordance with
Regulation (EU) No 2017/1129 (the "EU Prospectus Regulation") or assimilated
Regulation (EU) No 2017/1129 as it forms part of the law of the United Kingdom
by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK
Prospectus Regulation")) to be published. Persons needing advice should
consult a qualified independent legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

The securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the "Securities Act"), or
under the securities laws of, or with any securities regulatory authority of,
any state or other jurisdiction of the United States, and may not be offered,
sold, pledged, taken up, exercised, resold, transferred or delivered, directly
or indirectly, within, into or in the United States absent registration under
the Securities Act or pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or any other
jurisdiction of the United States. The Placing Shares are being offered and
sold (i) outside of the United States in "offshore transactions" as defined
in, and pursuant to, Regulation S under the Securities Act ("Regulation S");
and (ii) in the United States only to persons reasonably believed to be
"qualified institutional buyers" as defined in Rule 144A of the Securities Act
("QIBs") pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act. No public offering of
securities will be made in the United States or elsewhere.

The Placing has not been approved or disapproved by the US Securities and
Exchange Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Placing, or the accuracy or adequacy of
this Announcement. Any representation to the contrary is a criminal offence in
the United States.

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

Members of the public are not eligible to take part in the Placing. This
Announcement is directed at and is only being distributed to: (a) if in a
member state of the European Economic Area (the "EEA"), "qualified investors"
within the meaning of Article 2(e) of the EU Prospectus Regulation ("Qualified
Investors"); (b) if in the United Kingdom, "qualified investors" within the
meaning of Article 2(e) of the UK Prospectus Regulation who are also (i)
persons having professional experience in matters relating to investments who
fall within the definition of "investment professional" in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005,
as amended (the "Order"); or (ii) high net worth companies, unincorporated
associations and partnerships and trustees of high value trusts as described
in Article 49(2)(a) to (d) of the Order ("UK Qualified Investors"); or (c)
other persons to whom it may otherwise be lawfully communicated (all such
persons together being "Relevant Persons").

This Announcement must not be acted on or relied on by persons who are not
Relevant Persons. Persons distributing this Announcement must satisfy
themselves that it is lawful to do so. Any investment or investment activity
to which this Announcement relates is only available to Relevant Persons and
will only be engaged in with Relevant Persons.

The relevant clearances have not been, nor will they be, obtained from the
securities commission of any province or territory of Canada, no prospectus
has been lodged with, or registered by, the Australian Securities and
Investments Commission or the Japanese Ministry of Finance; the relevant
clearances have not been, and will not be, obtained for the South Africa
Reserve Bank or any other applicable body in South Africa in relation to the
Placing Shares and the Placing Shares have not been, nor will they be,
registered under or offered in compliance with the securities laws of any
state, province or territory of Australia, Canada, Hong Kong, Japan, the
Republic of South Africa, Singapore or Switzerland. Accordingly, the Placing
Shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in
or into Australia, Canada, Hong Kong, Japan, the Republic of South Africa,
Singapore or Switzerland or any other jurisdiction in which such activities
would be unlawful.

Certain statements contained in this Announcement constitute "forward-looking
statements" with respect to the results, financial condition, performance,
developments or achievements of the Company and its subsidiaries. Words such
as "believes", "anticipates", "estimates", "expects", "intends", "plans",
"aims", "potential", "will", "would", "could", "considered", "likely",
"estimate" and variations of these words and similar future or conditional
expressions, are intended to identify forward-looking statements but are not
the exclusive means of identifying such statements. These statements and
forecasts are inherently predictive, speculative and involve risks and
uncertainties and assumptions that could cause actual results, financial
condition, performance, developments or achievements to differ materially from
those expressed or implied by these forward-looking statements and forecasts.
Many of these risks, uncertainties and assumptions relate to factors that are
beyond the Company's ability to control, predict or estimate precisely. No
representation or warranty is made, and no responsibility or liability is
accepted, as to the achievement or reasonableness of, and no reliance should
be placed on, such forward-looking statements. The forward-looking statements
contained in this Announcement speak only as of the date of this Announcement.
Each of the Company, the Joint Bookrunners, their respective Affiliates, its
and their respective Representatives and any person acting on behalf of any of
them expressly disclaim any obligation or undertaking to update or revise
publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, unless required to do so by
applicable law or regulation, the FCA or the London Stock Exchange.

Each of Canaccord and Stifel are authorised and regulated in the United
Kingdom by the FCA. Joh. Berenberg, Gossler & Co. KG, London Branch is
authorised and regulated by the German Federal Financial Supervisory Authority
and is authorised and regulated in the United Kingdom by the FCA. Each Joint
Bookrunner is acting exclusively for the Company and no one else in connection
with the Placing, the contents of this Announcement or any other matters
described in this Announcement. No Joint Bookrunner will regard any other
person as its client in relation to the Placing, the content of this
Announcement or any other matters described in this Announcement and will not
be responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to its clients or for providing advice to
any other person in relation to the Placing, the content of this Announcement
or any other matters referred to in this Announcement.

This Announcement has been issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any Joint Bookrunner, any of its Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them as
to, or in relation to, the contents of the information contained in this
Announcement, or any other written or oral information made available to or
publicly available to any interested party or its advisers, or any other
statement made or purported to be made by or on behalf of any Joint Bookrunner
or any of its Affiliates in connection with the Company, the Placing Shares or
the Placing, and any responsibility or liability whether arising in tort,
contract or otherwise therefore is expressly disclaimed. No representation or
warranty, express or implied, is made by any Joint Bookrunner, any of its
Affiliates or any of its or their respective Representatives as to the
accuracy, completeness or sufficiency of the information contained in this
Announcement.

This Announcement does not constitute a recommendation concerning any
investor's investment decision with respect to the Placing. Any indication in
this Announcement of the price at which ordinary shares have been bought or
sold in the past cannot be relied upon as a guide to future performance. The
price of shares and any income expected from them may go down as well as up
and investors may not get back the full amount invested upon disposal of the
shares. Past performance is no guide to future performance. This Announcement
does not identify or suggest, or purport to identify or suggest, the risks
(direct or indirect) that may be associated with an investment in the Placing
Shares. The contents of this Announcement are not to be construed as legal,
business, financial or tax advice. Each investor or prospective investor
should consult their or its own legal adviser, business adviser, financial
adviser or tax adviser for legal, financial, business or tax advice.

No statement in this Announcement is intended to be a profit forecast or
profit estimate for any period, and no statement in this Announcement should
be interpreted to mean that earnings, earnings per share or income, cash flow
from operations or free cash flow for the Company for the current or future
financial years would necessarily match or exceed the historical published
earnings, earnings per share or income, cash flow from operations or free cash
flow for the Company.

All offers of the Placing Shares will be made pursuant to an exemption under
the UK Prospectus Regulation or the EU Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the UK only in circumstances to which section
21(1) of the Financial Services and Markets Act, 2000, as amended, does not
apply.

The Placing Shares to be issued or sold pursuant to the Placing will not be
admitted to trading on any stock exchange other than the London Stock
Exchange.

Persons (including, without limitation, nominees and trustees) who have a
contractual or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any action.

Neither the content of the Company's website (or any other website) nor the
content of any website accessible from hyperlinks on the Company's website (or
any other website) is incorporated into or forms part of this Announcement.

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that such Placing Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each as
defined in the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible
for distribution through all permitted distribution channels (the "UK Target
Market Assessment"). Notwithstanding the UK Target Market Assessment,
distributors should note that: the price of the Placing Shares may decline and
investors could lose all or part of their investment; the Placing Shares offer
no guaranteed income and no capital protection; and an investment in the
Placing Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal or
regulatory selling restrictions in relation to the Placing. Furthermore, it is
noted that, notwithstanding the UK Target Market Assessment, the Joint
Bookrunners will only procure investors who meet the criteria of professional
clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Chapters 9A or 10A, respectively, of the FCA Handbook Conduct of
Business Sourcebook; or (b) a recommendation to any investor or group of
investors to invest in, or purchase or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures
(together, the "MiFID II Product Governance Requirements") and/or any
equivalent requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the MiFID II Product
Governance Requirements and/or any equivalent requirements elsewhere to the
extent determined to be applicable) may otherwise have with respect thereto,
the Placing Shares have been subject to a product approval process, which has
determined that the Placing Shares are: (i) compatible with an end target
market of retail investors and investors who meet the criteria of professional
clients and eligible counterparties, each as defined in MiFID II; and (ii)
eligible for distribution through all distribution channels as are permitted
by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target
Market Assessment, distributors should note that: the price of the Placing
Shares may decline and investors could lose all or part of their investment;
the Placing Shares offer no guaranteed income and no capital protection; and
an investment in the Placing Shares is compatible only with investors who do
not need a guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are capable of
evaluating the merits and risks of such an investment and who have sufficient
resources to be able to bear any losses that may result therefrom. The EU
Target Market Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation to the
Placing. Furthermore, it is noted that, notwithstanding the EU Target Market
Assessment, the Joint Bookrunners will only procure investors who meet the
criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of MiFID II; or (b) a recommendation to any investor or group of
investors to invest in, or purchase, or take any other action whatsoever with
respect to the Placing Shares. Each distributor is responsible for undertaking
its own target market assessment in respect of the Placing Shares and
determining appropriate distribution channels.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  ROIFFIEDFEISEIF



            Copyright 2019 Regulatory News Service, all rights reserved