REG - ACG Metals Ltd. - Warrant Circular Announcement

ACG MetalsAnnouncement

07/02/2025 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:20250207:nRSG3266Wa&default-theme=true

RNS Number : 3266W  ACG Metals Limited  07 February 2025

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS
RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY
JURISDICTION.

 

THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER
MENTIONED BELOW AND IS NOT A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE
UNITED STATES.  PLEASE SEE THE SECTION "IMPORTANT NOTICES" AT THE END OF THIS
DOCUMENT.

 

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE
TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH,
OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER
UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

 

 

7 February 2025

 

ACG METALS LIMITED

("ACG" or the "Company")

Publication of Warrant Tender Offer Circular and Passing of Warrantholder
Resolutions

ACG announces that it has today published a Circular to the Company's
Warrantholders relating to its proposed Tender Offer of Warrants in exchange
for New Shares of the Company. The Circular also contains the Tender Offer
timetable which is repeated below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 Announcement of the Tender Offer                                               28 January 2025
 Publication of this Circular                                                   7 February 2025
 Tender Offer opens                                                             7 February 2025
 Latest time for receipt of Tender Forms and/or TTE Instructions                1.00 p.m. on 28 February 2025
 Record Date and Closing Date for the Tender Offer                              5.00 p.m. on 28 February 2025
 Issue of Drag Notice                                                           3 March 2025
 Completion Date for the Tender Offer and announcement of the results of the    21 March 2025
 Tender Offer
 Admission of the New Shares and commencement of dealings in New Shares on the  8.00 a.m. on 21 March 2025
 Main Market
 CREST members' accounts to be credited in respect of New Shares to be held in  21 March 2025
 uncertificated form, if applicable, and balance warrant certificates
 Despatch of definitive share certificates in respect of New Shares to be held  On or before 4 April 2025
 in certificated form, if applicable, and balance warrant certificates

 

The dates and times given in the Circular are London time and are based on the
Company's current expectations and may be subject to change. Any changes to
the expected timetable will be announced via a Regulatory Information Service.

The Company also announces that it has amended the terms, with the consent of
the Key Warrantholders, of the (i) the private placement warrant and public
warrant instrument dated 2 September 2024 (the "First Warrant Instrument") and
(ii) the warrant instrument dated 6 October 2022 (as amended and restated on 2
September 2024) (the "Second Warrant Instrument" and together with the First
Warrant Instrument, the "Warrant Instruments") such that: (A) the Company is
permitted under each Warrant Instrument to conduct a tender offer of the
Warrants; and (B) the Company can compulsorily acquire up to 70 per cent. of
the outstanding Warrants by notice in writing, subject to the Company
launching a tender offer and receiving applications from more than 50 per
cent. of the outstanding Warrants (the "Drag Right").  The Drag Right will
be conducted on a pro rata basis.

The Company will update the market once the Shareholder Resolutions have been
passed.

Capitalised terms used and not defined in this announcement have the meanings
given to them in the Company's announcement dated 28 January 2025, and the
Circular, which is available on the Company's website at
https://acgmetals.com/regulatory-news/
(https://acgmetals.com/regulatory-news/) and will shortly be submitted to the
National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

- ENDS -

The person responsible for the release of this information on behalf of the
Company is Artem Volynets, 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)

 

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, an operating open pit mine in Türkiye currently producing 34 koz of
gold and 361 koz of silver.

Gediktepe 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.

 

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.

 

 

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

IMPORTANT NOTICES

This announcement does not constitute or form part of an offer or invitation,
or a solicitation of any offer or invitation, to purchase any Warrants or
other securities.

The full terms and conditions of the Tender Offer will be set out in the
Circular, which Warrantholders are advised to read in full. Any response to
the Tender Offer should be made only on the basis of the information in the
Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed
on Stifel Nicholaus Europe Limited ("Stifel") under FSMA or the regulatory
regime established thereunder, or under the regulatory regime of any
jurisdiction where the exclusion of liability under the relevant regulatory
regime would be illegal, void or unenforceable: (i) neither Stifel nor any
person associated or affiliated with it accepts any responsibility whatsoever
or makes any warranty or representation, express or implied, in relation to
the contents of this announcement, including its accuracy, completeness or
verification or for any other statement made or purported to be made by, or on
behalf of it, ACG or the Directors, in connection with ACG and/or the Tender
Offer; and (ii) Stifel and each of their affiliates accordingly disclaims, to
the fullest extent permitted by law, all and any liability whatsoever, whether
arising in tort, contract or otherwise (save as referred to above) which they
might otherwise be found to have in respect of this announcement or any such
statement. No representation or warranty, express or implied, is made by
Stifel or any of its respective affiliates as to the accuracy, completeness,
verification or sufficiency of the information set out in this announcement,
and nothing in this document will be relied upon as a promise or
representation in this respect, whether or not as to the past or future.

This press release may not be published, distributed, transmitted or otherwise
sent into the United States of America (including its territories and
possessions, every State in the United States and the District of Columbia).
This press release does not constitute an extension into the United States of
the offer mentioned in this press release, nor does this press release
constitute nor form part of an offer to sell securities or the solicitation of
an offer to buy securities in the United States.  The securities referred to
herein have not been registered under the US Securities Act of 1933, as
amended (the "U.S. Securities Act"), and may not be offered or sold in the
United States absent registration or an exemption from registration or in a
transaction not subject to the registration requirements under the U.S.
Securities Act.  There will be no public offering of the securities in the
United States. Warrantholders in the United States or who are, or who are
acting for the account or benefit of, a U.S. person (within the meaning of
Regulation S under the U.S. Securities Act of 1933, as amended) will not be
eligible to participate in the offer described in this press release.  Offer
documents, including the Circular and tender forms, when issued, will not be
distributed or sent into the United States.

Forward looking statements

Forward looking statements Certain statements contained in this announcement
constitute forward-looking information or forward-looking statements within
the meaning of applicable securities laws (collectively, "forward-looking
statements"). Forward-looking statements can be identified by the use of words
such as "plans", "expects", "budget", "estimates", "forecasts", "intends",
"anticipates", "believes" or equivalents or variations, including negative
variations, of such words and phrases, or state that certain actions, events
or results, "may", "could", "would", "should", "might" or "will" be taken,
occur or be achieved. These forward-looking statements include, but are not
limited to, statements regarding the expiration of the Tender Offer and the
financing of the Tender Offer. Forward-looking statements should not be read
as guarantees of future events, performance or results, and will not
necessarily be accurate indications of whether, or the times at which, such
events, performance or results will be achieved. All of the statements and
information in this announcement containing forward-looking statements are
qualified by these cautionary statements. Forward-looking statements are based
on information available at the time they are made, underlying estimates and
assumptions made by management and management's good faith belief with respect
to future events, performance and results, and are subject to inherent risks
and uncertainties surrounding future expectations generally. Such risks and
uncertainties include, but are not limited to, compliance with or waiver of
the conditions to the Tender Offer. The Company cautions readers that this
list of factors is not exhaustive and that should certain risks or
uncertainties materialise, or should underlying estimates or assumptions prove
incorrect, actual events, performance and results may vary significantly from
those expected. There can be no assurance that the actual results,
performance, events or activities anticipated by the Company will be realised
or, even if substantially realised, that they will have the expected
consequences to, or effects on, the Company. Readers are urged to consider
these factors carefully in evaluating forward-looking statements and are
cautioned not to place undue reliance on any forward- looking statements.
Other than as required by applicable securities laws, the Company undertakes
no obligation to update or revise any such forward-looking statements to
reflect events or circumstances after the date of this announcement or to
reflect the occurrence of unanticipated events.

 

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  CIREDLBBELLEBBZ