Results of Fundraising
04/12/2024 07:00
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Reykjavík, Dec. 04, 2024 (GLOBE NEWSWIRE) -- THIS ANNOUNCEMENT AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION
OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICES SECTION WITHIN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE MARKET
ABUSE REGULATION NO 596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE
ACT NO 60/2021 ON MEASURES AGAINST MARKET ABUSE AND ASSIMILATED REGULATION NO
596/ 2014 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE
EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
Amaroq Minerals Ltd.
(“Amaroq” or the “Company”)
Results of Fundraising
TORONTO, ONTARIO – 4 December 2024 – Amaroq Minerals Ltd. (AIM, TSX-V,
NASDAQ Iceland: AMRQ), an independent mining company with a substantial land
package of gold and strategic mineral assets in Southern Greenland, is pleased
to announce the successful completion of its significantly oversubscribed
Fundraising as announced on 3 December 2024.
A total of 32,034,664 new common shares (the “Fundraising Shares”) have
been conditionally placed with new and existing institutional investors at a
price of 86 pence (C$1.53, ISK 151 at the closing exchange rate on 2 December
2024) per new common share (the “Placing Price”), raising gross proceeds
of approximately £27.5 million (C$48.9 million, ISK 4.8 billion). The net
proceeds raised in excess of the initially targeted £20 million will be used
to accelerate growth opportunities across the Company’s portfolio of assets
in Greenland and further bolster the Company’s working capital position.
The total Fundraising Shares represent approximately 8.1 per cent. of the
Company’s enlarged share capital after the completion of the Fundraising. It
is currently expected that Admission will become effective, and that dealings
in the Fundraising Shares will commence on AIM, at 8.00 a.m. GMT on 16
December 2024, on the Icelandic Exchange at 9.30 a.m. UTC on 16 December 2024
and on the TSX-V at 9:30 a.m. ET on 16 December 2024.
Panmure Liberum Limited (“Panmure Liberum”) acted as nominated adviser,
joint bookrunner and joint broker, alongside Canaccord Genuity Limited
(“Canaccord”) who also acted as joint bookrunner and joint broker
(together the “UK Joint Bookrunners”), on the UK Placing.
Landsbankinn hf. (“Landsbankinn”), Acro verðbréf hf (“Acro”) and
Fossar fjárfestingarbanki hf. (“Fossar”) (together the “Icelandic
Banks”) acted as joint bookrunners on the Icelandic Placing and Landsbankinn
acted as underwriter.
Capitalised terms not otherwise defined in the text of this announcement have
the meanings given in the Company's Fundraising announcement dated 3 December
2024.
Eldur Olafsson, CEO of Amaroq, commented:
“I would like to thank all investors, both existing and new, for their
strong support in this significantly oversubscribed Fundraising. With a
number of exciting catalysts ahead of us, including the expected optimisation
and ramp-up to commercial production at Nalunaq and advancement of our wider
exploration programme, we look forward to providing further updates on key
operational workstreams in due course.”
Enquiries:
Amaroq Minerals Ltd.
Eldur Olafsson, Executive Director and CEO
+354 665 2003
eo@amaroqminerals.com
Eddie Wyvill, Investor Relations
+44 (0)7713 126727
ew@amaroqminerals.com
Panmure Liberum Limited (Nominated Adviser, Joint Bookrunner and Corporate
Broker)
Scott Mathieson
Nikhil Varghese
Kieron Hodgson
Josh Moss
+44 (0) 20 7886 2500
Canaccord Genuity Limited (Joint Bookrunner and Corporate Broker)
James Asensio
Harry Rees
George Grainger
+44 (0) 20 7523 8000
Landsbankinn hf. (Joint Bookrunner and Underwriter)
Björn Hákonarson
Sigurður Kári Tryggvason
+354 410 4000
Acro verðbréf hf. (Joint Bookrunner)
Hannes Árdal
Þorbjörn Atli Sveinsson
+354 532 8000
Fossar Investment Bank hf. (Joint Bookrunner)
Steingrímur Arnar Finnsson
Kristín Alexandra Gísladóttir
+354 522 4000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Fergus Young
+44 (0) 20 3757 4980
For Company updates:
Follow @Amaroq_minerals on X (Formerly known as Twitter)
Follow Amaroq Minerals Inc. on LinkedIn
Application for Admission
Applications will be made for admission of the Fundraising Shares to trading
on (a) AIM; (b) Icelandic Exchange; and (c) the TSX-V, with listing subject to
the conditional approval of the TSX-V and the Company satisfying all of the
requirements of the TSX-V. It is currently expected that admission will become
effective, and that dealings in the Fundraising Shares will commence on AIM,
at 8.00 a.m. GMT on 16 December 2024, on the Icelandic Exchange at 9.30 a.m.
UTC on 16 December 2024 and on the TSX-V at 9:30 a.m. ET on 16 December 2024
(or in each case such other date as may be agreed between the Company and the
UK Joint Bookrunners).
The Fundraising Shares will, when issued, be credited as fully paid and will
rank pari passu in all respects with the existing common shares of the
Company, including the right to receive all dividends and other distributions
thereafter declared, made or paid on the enlarged share capital from
admission.
Total Voting Rights
Following the admission of the Icelandic Placing Shares, the UK Placing Shares
and the Canadian Subscription Shares, Amaroq’s total issued share capital
will consist of 397,694,407 common shares of no par value. Given the Company
does not hold any common shares in Treasury, 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 in
interest in, the share capital of the Company under the Disclosure Guidance
and Transparency Rules or the Icelandic Act No 20/2021 on Disclosure
Obligations of Issuers and Notifications on Major Holdings.
Director Participation and Related Party Transaction
Amaroq director, Eldur Olafsson, has participated in the Canadian
Subscription, acquiring a total of 582,690 new common shares representing
gross proceeds of approximately £0.50 million (C$0.89 million, ISK 88.2
million) via Vatnar hf.. The notification set out below is made in accordance
with the requirements of the UK Market Abuse Regulation. Following Admission
Eldur Olafsson will be interested in a total of 10,084,863 common shares in
the capital of the Company, representing approximately 2.5 per cent. of the
Company’s enlarged issued share capital.
Amaroq director, Sigurbjorn Thorkelsson, has also participated in the Canadian
Subscription, acquiring a total of 1,165,382 new common shares representing
gross proceeds of approximately £1.00 million (C$1.78 million, ISK 176.4
million) via Klettar fjarfestingar ehf.. The notification set out below is
made in accordance with the requirements of the UK Market Abuse Regulation.
Following Admission Sigurbjorn Thorkelsson will be interested in a total of
12,037,640 common shares in the capital of the Company, representing
approximately 3.0 per cent. of the Company’s enlarged issued share capital.
Amaroq director, David Neuhauser, has also participated in the Canadian
Subscription, acquiring a total of 116,538 new common shares representing
gross proceeds of approximately £0.10 million (C$0.18 million, ISK 17.6
million) via Livermore Strategic Opportunities LP. The notification set out
below is made in accordance with the requirements of the UK Market Abuse
Regulation. Following Admission David Neuhauser will be interested in a total
of 14,726,362 common shares in the capital of the Company, representing
approximately 3.7 per cent. of the Company’s enlarged issued share capital.
As such, the Canadian Subscriptions will constitute a "related party
transaction" within the meaning of Multilateral Instrument 61-101 –
Protection of Minority Security Holders in Special Transactions ("MI 61-101")
and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company to obtain a formal valuation
and minority shareholder approval unless exemptions from these requirements
are available under applicable Canadian securities laws. With respect to the
Canadian Subscription, the Company is relying on the exemption from the formal
valuation requirements and minority approval requirements in sections 5.5(a)
and 5.7(1)(a), respectively, of MI 61-101, as the fair market value of the
securities distributed to, and the consideration received from, interested
parties does not exceed 25% of the Company's market capitalization. The
Company did not file a material change report at least 21 days prior to the
expected closing of the Canadian Subscription as participation of the insiders
had not been confirmed at that time and the Company wishes to close on an
expedited basis for business reasons.
Eldur, Sigurbjorn and David’s participation by virtue of their respective
positions as directors in the Company, are classified as related parties of
the Company and their participation in the Fundraising is considered a
'related party transaction' under Rule 13 of the AIM Rules.
The independent directors consider, having consulted with Panmure Liberum, the
Company's nominated adviser, that the terms of the participation by Eldur,
Sigurbjorn and David are fair and reasonable insofar as shareholders are
concerned.
Persons Discharging Managerial Responsibilities (“PDMR”) Disclosures
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Eldur Olafsson
2. Reason for the Notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Minerals Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value
Identification code CA02312A1066
b) Nature of the transaction Subscription for cash
c) Price(s) and volume(s) Price(s) Volume(s)
1) 86p 582,690
d) Aggregated information: ·Aggregated volume ·Price 582,690 86p
e) Date of the transaction 3 December 2024
f) Place of the transaction XOFF
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Eldur Olafsson
2. Reason for the Notification
a) Position/status Chief Executive Officer
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Minerals Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value
Identification code CA02312A1066
b) Nature of the transaction Shares pledged by Eldur Olafsson as security for a loan from Lansdbankinn hf.
c) Price(s) and volume(s) Price(s) Volume(s)
1) 86p 582,690
d) Aggregated information: ·Aggregated volume ·Price 582,690 86p
e) Date of the transaction 3 December 2024
f) Place of the transaction XOFF
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name Sigurbjorn Thorkelsson
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Minerals Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value
Identification code CA02312A1066
b) Nature of the transaction Subscription for cash
c) Price(s) and volume(s) Price(s) Volume(s)
1) 86p 1,165,382
d) Aggregated information: ·Aggregated volume ·Price 1,165,382 86p
e) Date of the transaction 3 December 2024
f) Place of the transaction XOFF
1. Details of the person discharging managerial responsibilities / person closely associated
a) Name David Neuhauser
2. Reason for the Notification
a) Position/status Non-Executive Director
b) Initial notification/Amendment Initial notification
3. Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Amaroq Minerals Ltd.
b) LEI 213800Q21S5JQ6WKCE70
4. Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a) Description of the financial instrument, type of instrument Common shares of no par value
Identification code CA02312A1066
b) Nature of the transaction Subscription for cash
c) Price(s) and volume(s) Price(s) Volume(s)
1) 86p 116,538
d) Aggregated information: ·Aggregated volume ·Price 116,538 86p
e) Date of the transaction 3 December 2024
f) Place of the transaction XOFF
End Note: Conversions based on FX rates of GBP:ISK of 176.00 and GBP:C$ of
1.7781 as at 2 December 2024.
IMPORTANT NOTICES
This Announcement does not constitute, or form part of, a prospectus relating
to the Company, nor does it constitute or contain an invitation or offer to
any person, or any public offer, to subscribe for, purchase or otherwise
acquire any shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or be relied
on in connection with any contract or as an inducement to enter into any
contract or commitment with the Company.
This Announcement is not for publication or distribution, directly or
indirectly, in or into the United States of America, Australia, The Republic
of South Africa (“South Africa”), Japan or any other jurisdiction in which
such release, publication or distribution would be unlawful. This Announcement
is for information purposes only and does not constitute an offer to sell or
issue, or a solicitation of an offer to buy, subscribe for or otherwise
acquire any securities in the United States (including its territories and
possessions, any state of the United States and the District of Columbia
(collectively, the “United States”)), Iceland, Australia, Canada, South
Africa, Japan or any other jurisdiction in which such offer or solicitation
would be unlawful or to any person to whom it is unlawful to make such offer
or solicitation.
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”),
and may not be offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States, or under the securities laws of Iceland,
Australia, Canada, South Africa, Japan, or any state, province or territory
thereof or any other jurisdiction outside the United Kingdom, except pursuant
to an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state, province or other
jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case
may be). No public offering of securities is being made in the United States,
Iceland, Australia, Canada, South Africa, Japan or elsewhere.
No action has been taken by the Company, Panmure Liberum, Canaccord,
Landsbankinn, Acro, Fossar or any of their respective affiliates, or any of
its or their respective directors, officers, partners, employees, consultants,
advisers and/or agents (collectively, “Representatives”) that would permit
an offer of the Fundraising Shares or possession or distribution of this
Announcement or any other publicity material relating to such Fundraising
Shares in any jurisdiction where action for that purpose is required. Persons
receiving this Announcement are required to inform themselves about and to
observe any restrictions contained in this Announcement. 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. Persons distributing any part of
this Announcement must satisfy themselves that it is lawful to do so.
This Announcement, as it relates to the UK Placing, is directed at and is only
being distributed to: (a) if in a member state of the EEA, persons who are
qualified investors (“EEA Qualified Investors”), being persons falling
within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the “EU
Prospectus Regulation”); or (b) if in the United Kingdom, persons who are
qualified investors (“UK Qualified Investors”), being persons falling
within the meaning of Article 2(e) of assimilated Regulation (EU) 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”), and
who are (i) persons falling 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)
persons who fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or (c) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in (a), (b)
and (c) together being referred to as “Relevant Persons”).
The Fundraising Shares have not been qualified for distribution by prospectus
in Canada and may not be offered or sold in Canada except in reliance on
exemptions from the requirements to provide the relevant purchaser with a
prospectus and, as a consequence of acquiring securities pursuant to this
exemption or exemptions, certain protections, rights and remedies provided by
the applicable Canadian securities laws will not be available to the relevant
purchaser. The Fundraising Shares will be subject to statutory resale (hold)
restrictions for a period of four months and one day in Canada under the
applicable Canadian securities laws and any resale of the Common Shares must
be made in accordance with such resale restrictions or in reliance on an
available exemption therefore. Such restrictions shall not apply to any
Fundraising Shares acquired outside of Canada.
For the attention of residents of Australia: This Announcement is not a
prospectus or product disclosure statement or otherwise a disclosure document
for the purposes of Chapter 6D or Part 7.9 of the Australian Corporations Act
2001 (Cth) (“Corporations Act”) and does not constitute an offer, or an
invitation to purchase or subscribe for the Fundraising Shares offered by this
Announcement except to the extent that such an offer or invitation would be
permitted under Chapter 6D or Part 7.9 of the Corporations Act without the
need for a lodged prospectus or product disclosure statement. In addition, for
a period of 12 months from the date of issue of the Fundraising Shares, no
transfer of any interest in the Fundraising Shares may be made to any person
in Australia except to “sophisticated investors” or “professional
investors” within the meaning of sections 708(8) and (11) of the
Corporations Act or otherwise in accordance with section 707(3) of the
Corporations Act.
No other person should act on or rely on this Announcement as it relates to
the UK Placing and persons distributing this Announcement must satisfy
themselves that it is lawful to do so. By accepting the terms of this
Announcement, you represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are not Relevant
Persons. Any investment or investment activity to which this Announcement or
the Fundraising relates is available only to Relevant Persons and will be
engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction
in connection with the matters contained or referred to in this Announcement
or the UK Placing or the Fundraising, unless applicable in relation to
admission to trading in Iceland and no such prospectus is required (in
accordance with either the EU Prospectus Regulation for the purpose of the
offer or sale of the Common Shares, the UK Prospectus Regulation or Canadian
securities laws) to be published. The offering as it relates to the Icelandic
Placing is subject to the exemptions from the obligation to publish a
prospectus provided for in Articles 1(4)(a) and 1(4)(b) of the EU Prospectus
Regulation.
Panmure Liberum, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom is acting exclusively for the Company and for
no one else in connection with the UK Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the UK Placing and will not be responsible to anyone other than
the Company in connection with the UK Placing or for providing the protections
afforded to their clients or for giving advice in relation to the UK Placing,
the Fundraising or any other matter referred to in this Announcement. The
responsibilities of Panmure Liberum, as nominated adviser, are owed solely to
the London Stock Exchange and are not owed to the Company or to any director
or any other person and accordingly no duty of care is accepted in relation to
them. No representation or warranty, express or implied, is made by Panmure
Liberum as to, and no liability whatsoever is accepted by Panmure Liberum in
respect of, any of the contents of this Announcement (without limiting the
statutory rights of any person to whom this Announcement is issued).
Canaccord, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom is acting exclusively for the Company and for
no one else in connection with the UK Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a client in
relation to the UK Placing and will not be responsible to anyone other than
the Company in connection with the UK Placing or for providing the protections
afforded to their clients or for giving advice in relation to the UK Placing,
the Fundraising or any other matter referred to in this Announcement.
Acro, which is authorised and regulated by the Financial Supervisory Authority
of the Central Bank of Iceland, is acting exclusively for the Company and for
no one else in connection with the Icelandic Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a client in
relation to the Icelandic Placing and will not be responsible to anyone other
than the Company in connection with the Icelandic Placing or for providing the
protections afforded to their clients or for giving advice in relation to the
Icelandic Placing, the Fundraising or any other matter referred to in this
Announcement. Some Icelandic Placees may however be customers of Acro.
Landsbankinn, which is authorised and regulated by the Financial Supervisory
Authority of the Central Bank of Iceland, is acting exclusively for the
Company and for no one else in connection with the Icelandic Placing and will
not regard any other person (whether or not a recipient of this Announcement)
as a client in relation to the Icelandic Placing and will not be responsible
to anyone other than the Company in connection with the Icelandic Placing or
for providing the protections afforded to their clients or for giving advice
in relation to the Icelandic Placing, the Fundraising or any other matter
referred to in this Announcement. Some Icelandic Placees may however be
customers of Landsbankinn.
This Announcement is being 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 or on behalf of Panmure Liberum, Canaccord, Landsbankinn, Acro
and/or Fossar (apart from in the case of Panmure Liberum and Canaccord the
responsibilities or liabilities that may be imposed by the Financial Services
and Markets Act 2000, as amended (“FSMA”) or the regulatory regime
established thereunder) and/or by any of their respective affiliates and/or
any of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement or any other
written or oral information made available to or publicly available to any
interested party or their respective advisers or any other statement made or
purported to be made by or on behalf of Panmure Liberum, Canaccord,
Landsbankinn, Acro and/or Fossar and/or any of their respective affiliates
and/or by any of their respective Representatives in connection with the
Company, the UK Placing Shares, the UK Placing, the Common Shares or any part
of the Fundraising and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Panmure Liberum,
Canaccord, Landsbankinn, Acro and/or Fossar and/or any of their respective
affiliates and/or any of their respective Representatives as to the accuracy,
fairness, verification, completeness or sufficiency of the information or
opinions contained in this Announcement or any other written or oral
information made available to or publicly available to any interested party or
their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to
any other person and may not be reproduced in any manner whatsoever. Any
forwarding, distribution, reproduction or disclosure of this Announcement, in
whole or in part, is not authorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
This Announcement does not constitute a recommendation concerning any
investor’s options with respect to the UK Placing or any part of the
Fundraising. Recipients of this Announcement should conduct their own
investigation, evaluation and analysis of the business, data and other
information described in this Announcement. 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 UK Placing Shares
or the Common Shares. The price and value of securities can go down as well as
up and investors may not get back the full amount invested upon the disposal
of the shares. Past performance is not a guide to future performance. The
contents of this Announcement are not to be construed as legal, business,
financial or tax advice. Each investor or prospective investor should consult
his or her or its own legal adviser, business adviser, financial adviser or
tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company’s
shares have been bought or sold in the past cannot be relied upon as a guide
to future performance. Persons needing advice should consult an independent
financial adviser. 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 periods 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 Fundraising Shares will be made pursuant to an exemption
under the EU Prospectus Regulation and the UK Prospectus Regulation from the
requirement to produce a prospectus. This Announcement is being distributed
and communicated to persons in the United Kingdom only in circumstances in
which section 21(1) of FSMA does not apply.
The Fundraising Shares to be issued pursuant to the Fundraising will not be
admitted to trading on any stock exchange other than AIM, the TSX-V and the
Icelandic Exchange.
Neither the TSX-V nor its Regulation Services Provider (as that term is
defined in the policies of the TSX-V) accepts responsibility for the adequacy
or accuracy of this release.
Forward-Looking Information
This Announcement includes statements that are, or may be deemed to be,
“forward-looking statements”. In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology,
including the terms “aims”, “anticipates”, “believes”,
“could”, “envisages”, “estimates”, “expects”, “intends”,
“may”, “plans”, “projects”, “should”, “targets” or
“will” or, in each case, their negative or other variations or comparable
terminology. By their nature, forward-looking statements involve risks and
uncertainties because they relate to events and depend on circumstances that
may or may not occur in the future and factors which are beyond the
Company’s control. The actual results, performance or achievements of the
Company or developments in the industry in which the Company operates may
differ materially from the future results, performance or achievements or
industry developments expressed or implied by the forward-looking statements
contained in this Announcement. The forward-looking statements contained in
this Announcement speak only as at the date of this Announcement. The Company
undertakes no obligation to update or revise publicly the forward-looking
statements contained in this Announcement, except as required in order to
comply with its legal and regulatory obligations
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