REG - Amaroq Minerals Ltd - Proposed Fundraising
19/10/2022 18:00
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RNS Number : 4713D Amaroq Minerals Ltd 19 October 2022
THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) 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 SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH
TO PARTICIPATE IN THE UK PLACING, YOU SHOULD READ AND UNDERSTAND THE
INFORMATION PROVIDED IN THE APPENDIX.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK
VERSION OF THE MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ENGLISH
LAW 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")
Proposed Fundraising
TORONTO, ONTARIO - 19 October 2022 - Amaroq Minerals Ltd. (AIM, TSX-V: AMRQ),
an independent mining company with a substantial land package of gold and
strategic energy transition mineral assets in Greenland, announces its
intention to conduct a placing and subscription of new common shares ("Common
Shares") to raise proceeds of approximately £30 million (equivalent to C$46.4
million or ISK4.9 billion) (the "Fundraising"), in addition to the £18
million (equivalent to C$27.9 million or ISK 2.9 billion) in relation to the
ACAM Joint investment. The books are covered on the Fundraising at a price of
35 pence (C$0.54 or approximately ISK 57 at the closing exchange rate on 18
October 2022) per new Common Share (the "Placing Price"), with the proceeds
being used to expand the Company's resource base and accelerate exploration
activities.
Highlights
· The approximately £30 million Fundraising will consist of:
o A proposed placing of new Common Shares (the "UK Placing Shares") with new
and existing institutional investors (the "UK Placing"), at the Placing Price,
including a £5 million commitment from an existing family office shareholder;
o An oversubscribed ISK 2.4 billion (equivalent to £15 million or C$23.2
million) underwritten proposed placing of new depositary receipts representing
new Common Shares (the "Icelandic Placing Shares") with new and existing
institutional investors (the "Icelandic Placing"), at the Placing Price; and
o A proposed private placement of new Common Shares (the "Canadian
Subscription Shares", together with the UK Placing Shares and the Icelandic
Placing Shares, the "Fundraising Shares") by certain new and existing
institutional investors, directors and senior management of the Company at the
Placing Price (the "Canadian Subscription"). Directors and senior management
have committed to subscribe for £1.75 million (equivalent to C$2.71 million
or ISK 285 million) in the Fundraising.
· The Fundraising complements the joint venture between the Company
and ACAM, LP ("ACAM"), announced on 10 June 2022. In addition to the
Fundraising, the Company has now executed final documentation in relation to
the ACAM joint venture, with closing and receipt of the initial £18 million
funding now only subject to certain regulatory conditions precedent;
· Net proceeds from the Fundraising will be used to expand and
delineate the resource base at the Company's cornerstone Nalunaq gold project
("Nalunaq") in south Greenland and progress the asset towards mine
construction, as well as provide funding to accelerate exploration across the
Company's significant portfolio of gold assets and other corporate purposes,
and sits alongside ACAM's joint venture investment;
· The Company is applying for listing of the Icelandic depository
receipts, representing the Icelandic Placing Shares (the "Icelandic Depository
Receipts"), on the Nasdaq First North Growth Market in Iceland ("Icelandic
Exchange"), a multilateral trading facility (the "Icelandic Listing)", with
admission to Icelandic Exchange expected to become effective on 1 November
2022, subject to completion of the Fundraising and obtaining the necessary
approvals from the TSX Venture Exchange (the "TSX-V").
Details of the Fundraising
· Stifel Nicolaus Europe Limited ("Stifel") is acting as sole
bookrunner, nominated adviser and broker on the UK Placing and Panmure Gordon
(UK) Limited ("Panmure Gordon"; together with Stifel, the "UK Banks") is
acting as manager and broker in relation to the UK Placing;
· Arion banki hf. ("Arion Bank") and Landsbankinn hf.
("Landsbankinn") are acting as joint bookrunners and underwriters on the
Icelandic Placing;
· In relation to the UK Placing:
o The UK Placing will be conducted through an accelerated bookbuild process
(the "Bookbuild") to be conducted by the UK Banks, which will launch
immediately following the release of this announcement and will be made
available to eligible institutional investors subject to the terms and
conditions set out in the Appendix to this announcement. The Bookbuild is
expected to close no later than 8.00 a.m. on 20 October 2022, however the UK
Banks and the Company reserve the right to close the Bookbuild earlier or
later, without further notice;
o The UK Placing is subject to the terms and conditions set out in the
Appendix to this announcement (collectively, the "Announcement");
o The UK Placing is conditional amongst other things upon the Icelandic
Placing completing and the Icelandic Listing. The Icelandic Placing is
conditional, amongst other things, upon the UK Placing not having been
terminated prior to the subscription for the Icelandic Placing Shares and the
receipt of final approval from the TSX-V for the listing of the Fundraising
Shares, but is not conditional upon the UK Placing being completed;
· In relation to the Icelandic Placing:
o Arion Bank has agreed to underwrite the purchase by placees procured by it
of such number of Icelandic Placing Shares which at the Placing Price
(converted into ISK on the day of close of the Bookbuild) have an aggregate
subscription price of ISK 1.846 billion (equivalent to £11.3 million and
C$17.6 million) pursuant to the terms and conditions agreed between Arion Bank
and the Company;
o Landsbankinn hf. has further agreed to underwrite the purchase by placees
procured by it such number of Icelandic Placing Shares which at the Placing
Price (converted into ISK on the day of close of the Bookbuild) have an
aggregate subscription value of ISK 875 million (equivalent to £5.38 million
and C$8.32 million) pursuant to the terms and conditions agreed between
Landsbankinn and the Company;
· Allocations are at the absolute discretion of Stifel, in
consultation with the Company and Panmure Gordon. The number of Fundraising
Shares will be determined following completion of the Bookbuild by agreement
between the Company and Stifel. Details of the number of Fundraising Shares
will be announced as soon as practicable after the close of the Bookbuild.
Eldur Olafsson, CEO of Amaroq, commented:
"This Fundraising will be instrumental to driving growth throughout our
exciting portfolio in Greenland, where we occupy a leading position in what is
one of the last frontiers for Western governments and companies to secure the
strategic minerals that will prove vital in the coming decades. On completion
of the Fundraising, the funds raised will enable us to progress the
development of our flagship Nalunaq gold project, one of the highest-grade
gold deposits in the world, whilst accelerating exploration of our strategic
minerals assets to provide raw materials needed for the energy transition."
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
Stifel Nicolaus Europe Limited (Joint Bookrunner, Nominated Adviser and Joint
Broker)
Callum Stewart
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600
Arion banki hf. (Joint Bookrunner)
Hreidar Mar Hermannsson
Elka Osk Hrolfsdottir
Erlendur Magnus Hjartarson
+354 444 7000
Landsbankinn hf. (Joint Bookrunner)
Ellert Arnarson
Sigurður Kári Tryggvason
Júlíus Fjeldsted
+ 354 410 4000
Panmure Gordon (UK) Limited (Manager, Joint Broker)
John Prior
Hugh Rich
James Sinclair-Ford
+44 (0) 20 7886 2500
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980
Background to and Reasons for the Fundraising
The Company's strategy is to leverage its first mover advantage in Greenland,
underpinned by the previously producing Nalunaq project, to build a full-cycle
mining company in Greenland, delivering long term shareholder value and
providing significant upside potential through its land bank of high-impact
gold and strategic minerals exploration assets. Amaroq has been listed on the
TSX-V since July 2017 and the AIM Market of the London Stock Exchange plc
("AIM") since 31 July 2020.
The Company acquired the Nalunaq gold project in 2015 and has made significant
progress since this time in expanding the extent of the resource base through
drilling, incorporating a new geological model (the Dolerite Dyke model) to
better understand the distribution of the high-grade ore, building a new
50-person winterized camp to allow full-year activities, and acquiring and
otherwise progressing much of the infrastructure required to bring Nalunaq
into production. During this time, Amaroq has also been able to acquire the
largest package of mineral rights in southern Greenland, covering 7,866.85
km(2), and the third largest in the whole of Greenland, with a number of
assets that are highly prospective for gold and strategic minerals. The
addition of strategic minerals into the portfolio provides significant growth
potential, as these metals and minerals, such as copper, nickel, titanium and
graphite, are critical for increased electrification as part of the world's
decarbonisation strategy and as independent supply continues to become an
increasing focus for nations globally.
As previously announced, the Nalunaq development was required to be put on
temporary hold in February 2021 due to unforeseen and material cost increases
associated with the impacts of COVID. As a result, the Company redirected its
focus, continued to advance and de-risk the Nalunaq project ahead of
development and has conducted successful regional exploration across its
portfolio targeting gold and strategic minerals and resulting in a material
increase in the Company's reserve base.
Key developments at Nalunaq since AIM admission in 2020 include:
· Infrastructure: since admission, Amaroq has completed a significant
proportion of Nalunaq's required infrastructure, with 60% of major processing
plant equipment procured, a 50-person all weather exploration camp constructed
and commissioned, critical surface mobile equipment purchased and supporting
infrastructure either purchased or commercially and technically evaluated.
· Third Party Engineering Study: Halyard Inc. (Halyard) was engaged to
complete a third party engineering study on Nalunaq's development costs
including the process plant, mobile equipment, surface infrastructure,
permanent camp and associated logistics and engineering. The study concluded
that the advanced engineering of the overall project is now to Feasibility
Study level based on the Canadian requirements of National Instrument 43-101 -
Standards of Disclosure for Mineral Project ("NI 43-101").
· The Dolerite Dyke Model: Amaroq has worked with SRK Consulting to
develop the most robust Mineral Resource estimation technique for Nalunaq
possible. This included the development of the Dolerite Dyke Model to account
for the high-grade variability from core sampling (the 'nugget effect') in
order to better reflect the full resource potential at Nalunaq. The model
allows the geological results to be incorporated into the Halyard engineering
study in order to move the project towards independent technical studies to
support further development.
· Resource Growth through Drilling: Amaroq has drilled approximately
22,373 metres at Nalunaq since it listed on AIM and, incorporating learnings
from the new Dolerite Dyke model, has identified two new high-grade zones,
namely Valley Block and Welcome Block, taking the total number of identified
high grade zones at the asset to five. The Valley Block is now expected to be
one of the key targets for initial development. As a result of drilling in the
2020 and 2021 field seasons, Amaroq announced on 6 September 2022 that it had
increased its total Inferred Mineral Resource by 30% contained gold, with a
50% increase in average grade, since the previous estimate reported in 2020.
The resource now sits at 355 Kt @ 28.0 g/t Au for 320 Koz gold, putting the
project in the top 2% of projects globally in terms of reported gold resource
grade.
· Delivering on our ESG mandate: The Company has worked hard over
the period to update its Environmental Impact Assessment ("EIA") and Social
Impact Assessment ("SIA"), and will continue to do so over the coming months
in line with the terms of its exploitation licence.
Going forwards, the Company has laid out a clear plan for bringing Nalunaq
back into production, with further drilling planned to expand the resource
base and infill drilling to support resource confidence and delineation. The
Company is currently conducting an option study before moving towards initial
development. Material produced from this initial development, which is
expected to be in the Valley Block, will provide the Company the optionality
to complete a bulk sample, potentially for toll-treatment offsite, and is
expected to facilitate the recognition of reserves to underpin a
pre-feasibility study on the asset. A bulk sample, and the associated
infrastructure, would be dual purposed and would also provide the initial
construction required to commence redevelopment of Nalunaq. A pre-feasibility
study would outline the move to full scale underground construction and mining
and demonstrate a significant de-risking of the development plan for Nalunaq
and be used to support external debt and external investment. Amaroq will look
to commence full mine construction and operations following the bulk sample
and pre-feasibility study, subject to securing appropriate financing.
ACAM Joint Venture
The Fundraising complements the joint venture between the Company and ACAM,
announced on 10 June 2022, under which the Company will establish a new
subsidiary (the "JV Company") to hold certain licences in which the majority
of resource is expected to relate to non-gold products (the "Initial JV
Company Licences").
ACAM, through its affiliate company GCAM, LP, will invest an initial amount of
£18.0 million under a subscription and shareholders' agreement (the
"Subscription and Shareholders' Agreement") in return for shares in the JV
Company representing up to 49% of the JV Company, to fund work programmes on
the Initial JV Company Licences. The Company will invest £5.0 million under
the Subscription and Shareholders' Agreement, with such amount to be set-off
against costs incurred by Nalunaq A/S as the JV Company's project manager.
The Subscription and Shareholders' Agreement has been signed and placed into
escrow, and will be released (and will become effective) subject to
satisfaction of certain conditions, expected to be satisfied by Q1 2023,
including (a) written approval by the Government of Greenland pursuant to
section 88(1) of the Mineral Resources Act of the transfer of the Initial JV
Company Licences by Nalunaq A/S to the JV Company; (b) written confirmation
from the Greenland Tax Agency that the demerger and transfer of the Initial JV
Company Licences to the JV Company will be treated as tax neutral and not
result in a tax charge; (c) execution of a novation agreement by Nalunaq A/S,
the Company, the JV Company, Orano Mining and GCAM, LP in relation to the
novation of the existing transfer and option agreement between Nalunaq A/S and
Orano Mining; and (d) receipt of final acceptance from the TSX-V in connection
with the transactions outlined in the Subscription and Shareholders'
Agreement. In the event that a takeover of the Company becomes effective
before the conditions precedent are satisfied and the bidder notifies the
Company, the JV Company or Nalunaq A/S that (a) it does not want to proceed to
completion of the Subscription and Shareholders' Agreement; or (b) the
conditions precedent are not satisfied or waived by 31 March 2023, GCAM will
have the right to terminate the escrow and a break fee will be payable by the
Company to GCAM. The break fee will be calculated based on a daily rate of
£4,932 and the number of days elapsed since 19 October 2022, and is subject
to a cap of £941,918.
Under the Subscription and Shareholders' Agreement, the JV Company has agreed
to grant a right of first refusal to the Company in relation to any of the JV
Company's licences in Greenland which it does not wish to progress, wishes to
withdraw from or on which material gold assets are discovered, and the Company
has agreed to grant a right of first refusal to the JV Company in relation to
any of the Company's mineral licences which it does not wish to progress,
wishes to withdraw from or on which material non-gold assets are discovered.
Sources and Uses of Proceeds
Existing cash will be used to fund exploration drilling and the JV deal means
there is no spending requirement on the wider strategic assets in the short
term, beyond the £5.0 million under the Subscription and Shareholders'
Agreement, with such amount to be set-off against costs incurred by Nalunaq
A/S as the JV Company's project manager.
The use of proceeds of the Fundraising includes £14.1 million to fund initial
development at Nalunaq, including underground development costs and bulk
sampling. In addition to this the Company plans to spend a further £1.3
million to conduct a further approximately 3,000 meters of drilling to expand
the resource. Coupled together this Fundraising aims to increase both the size
and the confidence level of the resource base. The increased confidence is
aimed at to facilitating the conversion of Mineral Resources to Mineral
Reserves and the bulk sample will possibly provide initial cash flows from
Nalunaq which would be used to progress the project through a pre-feasibility
study, as well as completing its EIA and SIA, moving the asset towards full
scale mining.
Sources of Proceeds (million) Total
Proceeds from ACAM transaction £18.0
Gross fundraising £30.0
Transaction costs £(2.4)
Net Sources of Proceeds (approximately) £45.6
Uses of Net Proceeds (£ million) 2022 2023 2024 Total
Strategic minerals 3-year exploration program 1.0 5.0 12.0 18.0
Nalunaq drilling (~3,000 meters) - 1.3 - 1.3
Nalunaq resources and reserve development (~1,100 meters) - 14.1 - 14.1
Regional exploration (drilling and geophysics) - 3.0 - 3.0
Camp support & labour - 2.0 2.4 4.4
General & administrative expenses - 4.6 - 4.6
EIA / SIA - 0.2 - 0.2
Total Uses of Net Proceeds 1.0 30.2 14.4 45.6
In the unlikely event that the Icelandic Placing completes but the UK Placing
does not, the Company would adjust the uses of proceeds to reflect a smaller
resource development program as well as making other less material reductions
to the wider exploration program.
Bookbuild
Stifel is acting as sole bookrunner, nominated adviser and broker on the UK
Placing and Panmure Gordon is acting as manager and broker on the UK Placing.
Arion Bank and Landsbankinn are acting as joint bookrunners and joint
underwriters on the Icelandic Placing.
The Bookbuild for the UK Placing will launch immediately following the release
of this Announcement. The Bookbuild is expected to close no later than 8.00
a.m. on 20 October 2022, but the UK Banks and the Company reserve the right to
close the Bookbuild earlier or later, without further notice.
The UK Placing is subject to the terms and conditions set out in the Appendix
to this Announcement.
The number of Fundraising Shares will be determined following completion of
the Bookbuild by agreement between the Company and Stifel. Allocations are at
the absolute discretion of Stifel, in consultation with the Company and
Panmure Gordon, and will be confirmed orally or by email following the close
of the Bookbuild. Details of the Fundraising Shares will be announced as soon
as practicable after the close of the Bookbuild.
By choosing to participate in the UK Placing and by making an oral and legally
binding offer to acquire UK Placing Shares, investors will be deemed to have
read and understood this Announcement in its entirety (including the
Appendices) and to be making such offer on the terms and subject to the
conditions of the UK Placing contained here, and to be providing the
representations, warranties and acknowledgements contained in the Appendix.
Application will be made to the London Stock Exchange plc ("London Stock
Exchange") for the Icelandic Placing Shares to be admitted to trading on AIM.
Application will also be made to the TSX-V for admission of the Icelandic
Placing Shares to trading on the TSX-V, with listing subject to the approval
of the TSX-V and the Company satisfying all of the requirements of the TSX-V,
and to the Icelandic Exchange for the admission of the Icelandic Depository
Receipts. It is currently expected that admission of the Icelandic Placing
Shares to the TSX-V will occur on at 9:30 a.m. ET on 1 November 2022 and
admission of the Icelandic Placing Shares to trading on AIM will occur on at
8.00 a.m. GMT on 1 November 2022 (or in each case such other date as may be
agreed between the Company and the UK Banks). It is expected that the
Icelandic Listing will become effective, and that dealings in the Icelandic
Depository Receipts will commence on Icelandic Exchange at 9:30 a.m.
GMT on 1 November 2022 (or such other date as may be agreed between the
Company and the UK Banks).
Application will be made to the London Stock Exchange for the UK Placing
Shares and the Canadian Subscription Shares to be admitted to trading on AIM
and to the TSX-V for the UK Placing Shares and the Canadian Subscription
Shares to be admitted to trading on the TSX-V, with listing subject to the
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 UK Placing Shares and Canadian Subscription Shares will
commence on AIM, at 8.00 a.m. GMT on 2 November 2022 and on the TSX-V at
9:30 a.m. ET on 2 November 2022 (or in each case such other date as may be
agreed between the Company and the UK Banks).
Related Party Transaction
Certain of the Directors and members of the Company's senior management team
have indicated their intention to participate in the Canadian Subscription for
approximately £1.75 million (equivalent to ISK 285 million, or C$2.71
million) in aggregate. As such, the Canadian Subscription will constitute a
"related party transaction" within the meaning of Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions ("MI
61-101") and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company to obtain a formal valuation
and minority shareholder approval unless exemptions from these requirements
are available under applicable Canadian securities laws. With respect to the
Canadian Subscription, the Company is relying on the exemption from the formal
valuation requirements in section 5.5(b) of MI 61-101 (as a result of the
Common Shares being listed on the TSX-V and being admitted for trading on AIM)
and is relying on the exemption from minority approval requirements in section
5.7(1)(a) of MI 61-101, as the fair market value of the securities distributed
to, and the consideration received from, interested parties does not exceed
25% of the Company's market capitalization. The Company did not file a
material change report at least 21 days prior to the closing of the Canadian
Subscription as participation of the insiders had not been confirmed at that
time and the Company wished to close on an expedited basis for business
reasons.
Unless stated otherwise, all amounts are based on ISK:GBP of 0.0061 and C$:GBP
of 0.6459 and as at 19 October 2022.
About Amaroq
Amaroq's principal business objectives are the identification, acquisition,
exploration and development of gold properties in Greenland. The Company's
principal asset is a 100% interest in the Nalunaq project, an advanced
exploration stage property with an exploitation licence including the
previously operating Nalunaq gold mine. The Company has a portfolio of gold
assets covering 7,866.85 km(2), the largest portfolio of gold assets in
Southern Greenland covering the two known gold belts in the region. Amaroq is
incorporated under the Canada Business Corporations Act and wholly owns
Nalunaq A/S, incorporated under the Greenland Public Companies Act.
Qualified Person Statement
The Mineral Resource Estimate was prepared by Dr Lucy Roberts, MAusIMM (CP),
Principal Consultant (Resource Geology), SRK Consulting (UK) Limited an
independent Qualified Person in accordance with the requirements of NI 43-101.
Dr Roberts has approved the disclosure herein.
The technical information presented in this press release has been approved by
James Gilbertson CGeol, VP Exploration for the Company and a Chartered
Geologist with the Geological Society of London, and as such, is a Qualified
Person as defined by NI 43-101.
Use of a Standard
The resource information included within this announcement is reported in
accordance with the Canadian Institute of Mining, Metallurgy and Petroleum
(CIM) Definition Standards on Mineral Resources and Mineral Reserves (May
2014) as required by CIM Definition Standards.
Inside Information
The information contained within this Announcement is considered to be inside
information prior to its release, as defined in Article 7 of the Market Abuse
Regulation No. 596/2014 as it forms part of the law of England and Wales by
virtue of section 3 of the European Union (Withdrawal) Act 2018, and is
disclosed in accordance with the Corporation's obligations under Article 17 of
that Regulation. Upon the publication of this Announcement, this inside
information is now considered to be in the public domain and will no longer
constitute inside information.
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, Iceland, 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 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, Stifel, Panmure Gordon, Arion Bank,
Landsbankinn 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 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
Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (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.
No other person should act on or rely on this Announcement 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 and no such prospectus is required (in
accordance with either the EU Prospectus Regulation, the UK Prospectus
Regulation or Canadian securities laws) to be published.
Stifel, 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 Stifel, 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 Stifel as
to, and no liability whatsoever is accepted by Stifel in respect of, any of
the contents of this Announcement (without limiting the statutory rights of
any person to whom this Announcement is issued).
Panmure Gordon, 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.
Arion Bank, 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.
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.
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 Stifel, Panmure Gordon, Arion Bank and/or
Landsbankinn (apart from in the case of Stifel and Panmure Gordon 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 Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn
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 Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn
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 unauthorised. 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.
The Appendix to this Announcement sets out the terms and conditions of the
Fundraising (and for the avoidance of doubt, not the Icelandic Placing or
Canadian Subscription). By participating in the UK Placing, each Placee will
be deemed to have read and understood this Announcement (including the
Appendix) in its entirety, to be participating in the UK Placing and making an
offer to acquire and acquiring UK Placing Shares on the terms and subject to
the conditions set out in the Appendix to this Announcement and to be
providing the representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement. Members of the public are not
eligible to take part in the UK Placing and no public offering of UK Placing
Shares is being or will be made.
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.
Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR 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 MiFIR Product Governance
Requirements) may otherwise have with respect thereto, the UK Placing Shares
have been subject to a product approval process, which has determined that the
UK 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, as respectively defined in paragraphs 3.5 and 3.6 of
COBS; and (ii) eligible for distribution through all permitted distribution
channels (the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the UK Placing Shares
may decline and investors could lose all or part of their investment; the UK
Placing Shares offer no guaranteed income and no capital protection; and an
investment in the UK 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 Target
Market Assessment is without prejudice to any contractual, legal or regulatory
selling restrictions in relation to the UK Placing. Furthermore, it is noted
that, in relation to the UK Placing, notwithstanding the Target Market
Assessment, Stifel and Panmure Gordon will only procure investors who meet the
criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of COBS; 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 UK Placing Shares. Each distributor is
responsible for undertaking its own target market assessment in respect of the
UK Placing Shares and determining appropriate distribution channels.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that
term is defined in the policies of the TSX Venture Exchange) 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.
TERMS AND CONDITIONS OF THE UK PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS
ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT
HEREIN (TOGETHER, THIS "ANNOUNCEMENT") ARE DIRECTED ONLY AT PERSONS WHOSE
ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING
OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE:
(A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("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 PROSPECTUS REGULATION (EU) 2017/1129 AS IT
FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 (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)
(D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH
PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING "RELEVANT PERSONS").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE
TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE
A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
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 APPENDIX
AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO
RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN
OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS,
ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE UK PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED
STATES. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY
AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR TO, PURSUANT TO AN 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. NO PUBLIC OFFERING OF
THE SECURITIES ARE BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement, and the information contained herein, is for information
only and does not itself constitute or form part of an offer to sell or issue
or the solicitation of an offer to buy or subscribe for securities referred to
herein in any jurisdiction including, without limitation, the United States,
Iceland, Australia, Canada, Japan or the Republic of South Africa or any other
jurisdiction where such offer or solicitation is unlawful (each a "Restricted
Territory"). No public offering of securities will be made in connection with
the shares referred to in this Announcement in the United Kingdom, any
Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release,
publication or distribution, directly or indirectly, to persons in any
Restricted Territory or in any jurisdiction in which such release, publication
or distribution is unlawful. The distribution of this Announcement and the UK
Placing and/or the offer or sale of the UK Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by the
Company or by Stifel Nicolaus Europe Limited ("Stifel") or Panmure Gordon (UK)
Limited ("Panmure Gordon"; and, together with Stifel, the "UK Banks") or any
of their respective Affiliates, or any of their or their respective
Affiliates' directors, officers, members, employees, agents or advisers which
would permit an offer of the UK Placing Shares or possession or distribution
of this Announcement or any other offering or publicity material relating to
such UK Placing Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must satisfy
themselves that it is lawful to do so. 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 such action. Persons into whose possession this Announcement comes
are required by the Company and each of the UK Banks to inform themselves
about, and to observe, any such restrictions.
All offers of the UK Placing Shares will be made pursuant to an exemption
under the EU Prospectus Regulation or the UK Prospectus Regulation, as
applicable, 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 ("FSMA") does not apply.
The UK Placing 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 UK Placing 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 UK
Placing Shares acquired outside of Canada.
The UK Placing has not been approved and will not be approved or disapproved
by the U.S. Securities and Exchange Commission, any State securities
commission or any other regulatory authority in the United States, nor have
any of the foregoing authorities passed upon or endorsed the merits of the UK
Placing or the accuracy or adequacy of this Announcement. Any representation
to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement
may not be offered or sold in any Restricted Territory or in any other
jurisdiction where such offer or sale is unlawful or to, or for the account or
benefit of, a citizen or resident, or a corporation, partnership or other
entity created or organised in or under the laws of a Restricted Territory or
in any other jurisdiction where such offer or sale is unlawful.
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 UK Bank or any of their respective Affiliates, nor any of its
or their respective Affiliates' directors, officers, employees, agents or
advisers as to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made available to or
publicly available to any party or its advisers, and any liability therefore
is expressly disclaimed.
The UK Banks are acting exclusively for the Company and no-one else in
connection with the UK Placing and are not, and will not be, responsible to
anyone (including the Placees) other than the Company for providing the
protections afforded to their clients nor for providing advice in relation to
the UK Placing and/or any other matter referred to in this Announcement.
None of the Company or the UK Banks or any of their respective Affiliates or
Representatives nor any of its or their respective Affiliates' directors,
officers, employees, agents or advisers makes any representation or warranty,
express or implied to any Placees regarding any investment in the securities
referred to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax, business,
financial and related aspects of an investment in the UK Placing Shares.
Any information that a prospective Placee provides in documents in relation to
the UK Placing or subsequently by whatever means which relates to the
prospective investor (if they are an individual) or a third party individual
("personal data") will be held and processed by the Company and/or any of the
UK Banks for the following purposes: (a) verifying the identity of the
prospective Placee to comply with statutory and regulatory requirements in
relation to anti-money laundering procedures; (b) contacting the prospective
Placee with information about products and services, or its Affiliates, which
may be of interest to the prospective Placee; (c) carrying out the business of
the Company or any of the UK Banks and the administering of interests in the
Company; (d) meeting the legal, regulatory, reporting and/or financial
obligations of the Company and/or any of the UK Banks; and (e) disclosing
personal data to other functionaries of, or advisers to, the Company or any of
the UK Banks to operate and/or administer its business. In providing such
personal data, prospective Placees will be deemed to have agreed to the
processing of such personal data in the manner described above.
By participating in the UK Placing, Placees (including individuals, funds or
otherwise) by whom or on whose behalf a commitment to subscribe for UK Placing
Shares has been given will (i) be deemed to have read and understood this
Announcement, in its entirety and (ii) be making any such offer on the Terms
and Conditions contained in this Appendix, including being deemed to be
providing (and shall only be permitted to participate in the UK Placing on the
basis that they have provided) the representations, warranties, indemnities,
acknowledgements and undertakings set out herein.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges (amongst other things) that:
1 it has read and understood this Announcement in its entirety
(including the Appendices) and acknowledges that its participation in the UK
Placing will be governed by, and subject to, the Terms and Conditions of the
UK Placing as referred to and included in this Announcement;
2 it undertakes that it will acquire, hold, manage or
dispose of any UK Placing Shares that are allocated to it for the purposes of
its business;
3 in the case of a Relevant Person in a member state
of the EEA which is subject to the EU Prospectus Regulation (each a "Relevant
Member State") who acquires any UK Placing Shares pursuant to the UK Placing:
(a) it is an EEA Qualified Investor; and
(b) in respect of any UK Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the UK Placing Shares acquired by and/or subscribed for by
it in the UK Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in any Relevant Member
State other than to EEA Qualified Investors, or in circumstances which may
give rise to an offer of securities to the public other than an offer or
resale in any Relevant Member State to EEA Qualified Investors, or in
circumstances in which the prior consent of the UK Banks has been given to
each such proposed offer or resale; or
(ii) where UK Placing Shares have been acquired or subscribed
for by it on behalf of persons in any Relevant Member State other than EEA
Qualified Investors, the offer of those UK Placing Shares to it is not treated
under the EU Prospectus Regulation as having been made to such persons;
4 in the case of a Relevant Person in the United
Kingdom who acquires any UK Placing Shares pursuant to the UK Placing:
(a) it is a UK Qualified Investor;
(b) in respect of any UK Placing Shares acquired by it as a
"financial intermediary", as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the UK Placing Shares acquired by and/or subscribed for by
it in the UK Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or subscribed
for with a view to their offer or resale to persons in the United Kingdom
other than to UK Qualified Investors, or in circumstances which may give rise
to an offer of securities to the public other than an offer or resale in the
United Kingdom to UK Qualified Investors, or in circumstances in which the
prior consent of the UK Banks has been given to each such proposed offer or
resale; or
(ii) where the UK Placing Shares have been acquired or
subscribed for by it on behalf of persons in the United Kingdom other than UK
Qualified Investors, the offer of those UK Placing Shares to it is not treated
under the UK Prospectus Regulation as having been made to such persons;
5 it is acquiring the UK Placing Shares for its own
account or is acquiring the UK Placing Shares for an account with respect to
which it exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities, acknowledgements,
undertakings and agreements contained in this Announcement;
6 it understands (or if acting for the account of
another person, such person has confirmed that such person understands) the
resale and transfer restrictions set out in this Announcement;
7 except as otherwise permitted by the Company and the
UK Banks and subject to any available exemptions from applicable securities
laws, it (and each person, if any, for whose account or benefit it is
acquiring the UK Placing Shares) is either:
(a) outside the United States acquiring the UK Placing Shares in
an "offshore transaction" as defined in, and in accordance with, Regulation S
under the Securities Act ("Regulation S"); or
(b) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act (a "QIB"); and
8 it understands that the allocation of UK Placing
Shares to it if it is in the United States shall be conditional on the
execution by it of an investor representation letter in the form provided to
it;
9 in the case of a Relevant Person in Australia who
acquires any UK Placing Shares pursuant to the UK Placing:
(a) it is a "sophisticated investor" meeting the criteria in section 708(8) of the Corporations Act 2001 (the "Corporations Act") or a "professional investor" meeting the criteria in section 708(11) of the Corporations Act (in each case as defined in the Corporations Act) or does not otherwise require disclosure pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the UK Placing Shares without disclosure to investors under Chapter 6D of the Corporations Act; and
(b) it is not acquiring the UK Placing Shares for the purposes of selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them, within Australia within the period of 12 months after the date of allotment except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or where the offer is made pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act.
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE UK PLACING
Bookbuild
Following this Announcement, the UK Banks will commence a bookbuild process in
respect of the UK Placing (the "Bookbuild") to determine demand for
participation in the UK Placing by Placees. The book will open with immediate
effect following release of this Announcement. This Appendix gives details of
the terms and conditions of, and the mechanics of participation in, the UK
Placing. No commissions will be paid to Placees or by Placees in respect of
any UK Placing Shares.
The UK Banks and the Company shall be entitled to effect the UK Placing by
such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and the UK Placing Shares
The UK Banks are acting as placing agents in connection with the UK Placing.
The UK Banks have entered into a placing agreement (the "Placing Agreement")
with the Company under which, on the terms and subject to the conditions set
out in the Placing Agreement, the UK Banks, as agents for and on behalf of the
Company, have severally (and not jointly or jointly and severally) agreed to
use their respective reasonable endeavours to procure Placees for the UK
Placing Shares at a price of 35 pence per UK Placing Share (the "Placing
Price"). The number of UK Placing Shares in the UK Placing will be determined
following completion of the Bookbuild and set out in a term sheet to be
entered into between the UK Banks and the Company (the "Term Sheet"). The
final number of UK Placing Shares, Canadian Subscription Shares and the number
of Icelandic Placing Shares will be decided at the close of the Bookbuild. The
timing of the closing of the book and allocations will be at the discretion of
the UK Banks. Details of the number of UK Placing Shares, Canadian
Subscription Shares and the number of Icelandic Placing Shares will be
announced as soon as practicable after the close of the Bookbuild.
In accordance with the terms and subject to the conditions in the Placing
Agreement, the UK Placing is not underwritten by the UK Banks and in the event
that subscribers are not obtained for all or any of the UK Placing Shares
(being the "Unplaced Shares") or in the event of a default to make payment by
any subscribers procured by the UK Banks, there will be no obligation on any
UK Bank to subscribe for any Unplaced Shares or defaulted UK Placing Shares.
The UK Placing Shares will, when issued, be subject to the constitutional
documents of the Company and credited as fully paid and will rank pari passu
in all respects with the existing issued Common Shares in the capital of the
Company, including the Canadian Subscription Shares and the Icelandic Placing
Shares, including the right to receive all dividends and other distributions
declared, made or paid in respect of such Common Shares after the date of
issue of the UK Placing Shares.
Alongside the UK Placing, the Company has proposed a placing in Iceland of new
Common Shares at the Placing Price, being the "Icelandic Placing Shares".
Arion and Landsbankinn are acting as joint bookrunners in connection with the
Icelandic Placing. The Company has entered into a placing agreement with Arion
and Landsbankinn in relation to the Icelandic Placing ("Icelandic Placing
Agreement"). As part of the Icelandic Placing, Arion has agreed to
underwrite the purchase by placees procured by it of such number of Icelandic
Placing Shares which at the Placing Price (converted into ISK on the day
before their issue) have an aggregate subscription price of ISK 2.721 billion
(approximately £16.7 million as at the date of this Announcement) pursuant to
the terms and conditions agreed between Arion and the Company. Landsbankinn
has further agreed to underwrite the purchase by placees procured by it of
such number of Icelandic Placing Shares which at the Placing Price (converted
into ISK on the day before their issue) have an aggregate subscription value
of ISK 875 million (approximately £5.38 million as at the date of this
Announcement) pursuant to the terms and conditions agreed between Landsbankinn
and the Company.
Pursuant to the Fundraising, the Company is seeking, in aggregate, to raise
gross proceeds of approximately £30 million (equivalent to C$47 million or
ISK 4.9 billion), to expand its resource base and accelerate exploration.
Alongside the UK Placing and Icelandic Placing, the Company has also procured
certain subscriptions of Canadian Subscription Shares at the Placing Price,
being the Canadian Subscription. For the avoidance of doubt, these Terms and
Conditions set out in this Appendix apply to the UK Placing, but do not apply
to the Icelandic Placing or the Canadian Subscription.
As set out under "Conditions of the UK Placing", the UK Placing is conditional
upon, amongst other things, completion of the Icelandic Placing and listing of
the Icelandic Depositary Receipts representing Common Shares on the Icelandic
Exchange and the Canadian Subscription Agreements being wholly unconditional,
save for Admission. The Icelandic Placing is conditional upon, amongst other
things, the Placing Agreement not having been terminated prior to the
subscription for the Icelandic Placing Shares, and the approval of the TSX-V
and the Company satisfying all of the requirements of the TSX-V, for the
listing of the Fundraising Shares. The Icelandic Placing is not conditional
upon completion of the UK Placing or the Canadian Subscriptions. The UK
Placing is conditional upon completion of the Icelandic Placing and the
Canadian Subscriptions.
Applications for admission to trading
Application will be made to the London Stock Exchange for admission of the UK
Placing Shares to trading on AIM ("Admission").
It is expected that Admission will become effective at 8.00 a.m. (London time)
on 2 November 2022 (or such later date as may be agreed between the Company
and Stifel, and as notified to Panmure Gordon).
The Company will apply for approval of the TSX-V, with respect to the UK
Placing Shares, subject to the satisfaction by the Company of any conditions
imposed by the TSX-V. It is expected that admission of the UK Placing Shares
on the TSX-V will become effective on or around 9.30 a.m. (Toronto time) on 2
November 2022 (or such later date as may be agreed between the Company and
Stifel, and as notified to Panmure Gordon).
The Company has applied for listing of the Icelandic Depositary Receipts
representing Icelandic Placing Shares on the Icelandic Exchange, with
admission expected to become effective at 9.30 a.m. (Reykjavik time) on 1
November 2022.
Participation in, and principal terms of, the UK Placing
1 Stifel is acting as sole bookrunner, nominated
adviser and broker in connection with the UK Placing. Panmure Gordon is acting
as manager and broker in connection with the UK Placing. The UK Banks are
acting severally, and not jointly, nor jointly and severally, as agents of the
Company. Participation in the UK Placing will only be available to persons who
may lawfully be, and are, invited by the UK Banks to participate. Each of the
UK Banks and their respective Affiliates are entitled to enter bids as
principal in the Bookbuild.
2 The Bookbuild, if successful, will establish the
number of UK Placing Shares to be issued and allotted by all Placees whose
bids are successful. The number of UK Placing Shares and the aggregate
proceeds to be raised through the UK Placing will be agreed between the UK
Banks and the Company following completion of the Bookbuild. The number of UK
Placing Shares will be announced on a Regulatory Information Service ("Placing
Results Announcement") following the completion of the Bookbuild and entry
into the Term Sheet by the Company and the UK Banks.
3 To bid in the Bookbuild, Placees should communicate
their bid by telephone to their usual sales contact at the relevant UK Bank.
Each bid should state the number of UK Placing Shares which a prospective
Placee wishes to subscribe for at the Placing Price. Bids may be scaled down
by the UK Banks on the basis referred to in paragraph 7 below. Each of the
UK Banks reserves the right not to accept bids or to accept bids in part
rather than in whole.
4 The Bookbuild is expected to close no later than
8.00 a.m. (London time) on 20 October 2022 but may be closed earlier or later,
at the absolute discretion of the UK Banks. The UK Banks may, following
consultation with the Company, accept bids that are received after the
Bookbuild has closed. The Company reserves the right (upon agreement of the
UK Banks) to reduce or seek to increase the amount to be raised pursuant to
the UK Placing, in its discretion.
5 Each Placee's allocation will be agreed between the
UK Banks and the Company and will be confirmed to Placees orally or in writing
by the relevant UK Bank, acting as agent of the Company, following the close
of the Bookbuild, and a contract note will be dispatched as soon as possible
thereafter. Subject to paragraph 11 below, the relevant UK Bank's oral or
written confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become a Placee)
in favour of such UK Bank and the Company, under which such Placee agrees to
subscribe for the number of UK Placing Shares allocated to it and to pay the
Placing Price for each such UK Placing Share on the Terms and Conditions set
out in this Appendix and in accordance with the Company's constitutional
documents.
6 The Company will release the Placing Results
Announcement following the close of the Bookbuild, detailing the aggregate
number of the UK Placing Shares, Icelandic Placing Shares and Canadian
Subscription Shares to be issued.
7 Subject to paragraphs 2 and 3 above, the UK
Banks may choose to accept bids, either in whole or in part, on the basis of
allocations determined at its discretion and may scale down any bids for this
purpose on such basis as it may determine or be directed. The UK Banks may
also, notwithstanding paragraphs 2 and 3 above, following consultation
with the Company, (a) allocate UK Placing Shares after the time of any initial
allocation to any person submitting a bid after that time; and (b) allocate UK
Placing Shares after the Bookbuild has closed to any person submitting a bid
after that time. The acceptance of offers shall be at the absolute discretion
of the UK Banks. If within a reasonable time after a request for verification
of identity, the UK Banks have not received such satisfactory evidence, the UK
Banks may, in their absolute discretion, terminate the Placee's UK Placing
participation in which event all funds delivered by the Placee to the UK Banks
will be returned without interest to the account of the drawee bank or CREST
account from which they were originally debited.
8 The UK Placing Shares are being offered and sold by
the Company (a) outside the United States in offshore transactions as defined
in, and pursuant to, Regulation S, or (b) in the United States to persons
reasonably believed to be QIBs in transactions not involving any "public
offering" within the meaning of Section 4(a)(2) of the Securities Act, and/or
pursuant to an exemption from, or transaction not subject to, the registration
requirements of the Securities Act. The Placee and the prospective beneficial
owner of the UK Placing Shares is, and at the time the UK Placing Shares are
subscribed for will be (a) outside the United States and subscribing for the
UK Placing Shares in an "offshore transaction" as defined in, and pursuant to,
Regulation S; or (b) (i) a QIB, and (ii) subscribing for the UK Placing Shares
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act, acknowledging that the UK
Placing Shares have not been, and will not be, registered under the Securities
Act or with any State or other jurisdiction of the United States. With respect
to (b) above, it is subscribing for the UK Placing Shares for its own account
or for one or more accounts as to each of which it exercises sole investment
discretion and each of which is a QIB, for investment purposes only and not
with a view to any distribution or for resale in connection with the
distribution thereof, in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of each such
account.
9 Each potential Placee located or resident in
Australia must qualify as either a "sophisticated investor" (within the
meaning of section 708(8) of the Corporations Act) or "professional investor"
(within the meaning of section 708(11) of the Corporations Act) under
applicable Australian securities laws that has either executed and delivered,
or will execute and deliver, an Australian investor letter and satisfy the
eligibility requirements set forth therein.
10 A bid in the Bookbuild will be made on the terms and
subject to the conditions in this Appendix and will be legally binding on the
Placee on behalf of which it is made and except with the relevant UK Bank's
consent will not be capable of variation or revocation after the time at which
it is submitted. Each Placee will also have an immediate, separate,
irrevocable and binding obligation, owed to the relevant UK Bank (as agent of
the Company), to pay it (or as it may direct) in cleared funds an amount equal
to the product of the Placing Price and the number of UK Placing Shares that
such Placee has agreed to acquire. Such Placees' obligations will be owed to
the Company and to the relevant UK Bank. The Company shall allot such UK
Placing Shares to each Placee following each Placee's payment to the relevant
UK Bank of such amount.
11 Except as required by law or regulation, no press
release or other announcement will be made by the UK Banks or the Company
using the name of any Placee (or its agent), in its capacity as Placee (or
agent), other than with such Placee's prior written consent.
12 Irrespective of the time at which a Placee's
allocation(s) pursuant to the UK Placing is/are confirmed, settlement for all
UK Placing Shares to be acquired pursuant to the UK Placing will be required
to be made on the basis explained below under "Registration and Settlement".
13 All obligations under the Bookbuild and UK Placing
will be subject to fulfilment of the conditions referred to below under
"Conditions of the UK Placing" and to the UK Placing not being terminated on
the basis referred to below under "Termination of the UK Placing".
14 By participating in the Bookbuild, each Placee will
agree that its rights and obligations in respect of the UK Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee.
15 To the fullest extent permissible by law, none of the
UK Banks, the Company nor any of their respective Affiliates shall have any
responsibility or liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting on behalf
of a Placee or otherwise. In particular, none of the UK Banks, nor the
Company, nor any of their respective Affiliates shall have any responsibility
or liability (including, to the extent permissible by law, any fiduciary
duties) in respect of the UK Banks' conduct of the Bookbuild or of such
alternative method of effecting the UK Placing as the UK Banks, their
respective Affiliates and the Company may agree or determine.
Conditions of the UK Placing
The UK Placing is conditional upon the Placing Agreement becoming
unconditional and not having been terminated in accordance with its terms. The
UK Banks' obligations under the Placing Agreement are conditional on (but not
limited to) the following:
1 the Icelandic Letters of Commitment not having
lapsed or been terminated;
2 the UK Placing Shares and the Canadian Subscription
Shares having been allotted, conditional only on Admission;
3 the Icelandic Placing Shares having been issued and
allotted no later than 31 October 2022 or such later date as the parties may
agree being no later than two Business Days prior to 16 November 2022 (the
"Long Stop Date");
4 the Icelandic Placing Shares having been admitted to
trading on AIM not later than on Admission and the TSX-V approving the listing
of all the Icelandic Placing Shares subject to the Company fulfilling the
requirements of such exchange;
5 the Icelandic Depositary Receipts being admitted to
trading on the Icelandic Exchange by no later than 1 November 2022 or such
later date as the Company and the UK Banks may agree, being no later than one
Business Day prior to the Long Stop Date;
6 the Icelandic Subscription Agreements remaining in
full force and effect and having become unconditional in all respects by no
later than 31 October 2022 or such later date as the Company and the UK Banks
may agree, being no later than two Business Days prior to the Long Stop Date;
7 the Company having fully performed its obligations
under the Placing Agreement to the extent the same fall to be performed prior
to Admission;
8 each Canadian Subscription Agreement having been
entered into by no later than one Business Day following the date of the
Placing Agreement and remaining in full force and effect and the Company
delivering to the UK Banks proof that payment of the consideration under each
Canadian Subscription Agreement has been received by the Company prior to 12
noon on the Business Day in London prior to Admission;
9 the warranties on the part of the Company in the
Placing Agreement being true and accurate and, in all material respects, not
misleading as of the date of the Placing Agreement, the date of the Term Sheet
and at all times up to and immediately prior to the date of Admission, as
though they had been given and made on such dates by reference to the facts
and circumstances then subsisting;
10 no UK Banks having terminated the Placing Agreement
before Admission in accordance with its terms;
11 no matter having arisen prior to Admission which
might reasonably be expected to give rise to a claim under the indemnities
given by the Company for the benefit of the UK Banks under the Placing
Agreement;
12 in the reasonable opinion of each of the UK Banks,
there having been since the date of the Placing Agreement, no Material Adverse
Change (whether or not foreseeable at the date of the Placing Agreement);
13 the TSX-V approving the listing of all the UK Placing
Shares and the Canadian Subscription Shares, subject to the Company fulfilling
the requirements of such exchange; and
14 Admission taking place by not later than 8.00 a.m.
(London time) on 2 November 2022 or such later date as the Company and the UK
Banks may agree in writing but in any event not later than 8.00 am on the Long
Stop Date.
If (a) any of the conditions set out in the Placing Agreement, including those described above, in relation to the UK Placing are not fulfilled or waived by either of the UK Banks by the respective time or date where specified (or such later time or date as the Company and the UK Banks may agree, save that such time shall not be extended beyond 8.00 am on the Long Stop Date); (b) any of such conditions becomes incapable of being fulfilled; or (c) the Placing Agreement is terminated in the circumstances specified below, the UK Placing will not proceed and each Placee's rights and obligations hereunder in relation to the UK Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee against any of the Company or the UK Banks in respect thereof.
The UK Banks may, in their absolute discretion and upon such terms as it
thinks fit, waive fulfilment of all or any of the conditions in the Placing
Agreement in whole or in part, or extend the time provided for fulfilment of
one or more conditions, save that certain conditions including the condition
relating to Admission may not be waived. Any such extension or waiver will not
affect Placees' commitments as set out in this Announcement. The UK Banks may
terminate the Placing Agreement in certain circumstances, details of which are
set out below.
Placees will have no rights against the UK Banks or the Company under the
Placing Agreement pursuant to the Contracts (Rights of Third Parties) Act 1999
(as amended) or otherwise.
None of the UK Banks, nor any of their respective Affiliates nor any of its or
their respective Affiliates' directors, officers, employees, agents or
advisers shall have any liability to any Placee (or to any other person
whether acting on behalf of a Placee or otherwise) in respect of any decision
Stifel may make as to whether or not to waive or to extend the time and/or
date for the satisfaction of any condition to the UK Placing nor for any
decision any of them may make as to the satisfaction of any condition or in
respect of the UK Placing generally and by participating in the UK Placing
each Placee agrees that any such decision is within the absolute discretion of
Stifel.
By participating in the Bookbuild, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under "Termination of the UK Placing" below and will not be capable of
rescission or termination by it.
Termination of the UK Placing
The UK Banks are entitled to terminate the Placing Agreement in accordance
with its terms in certain circumstances, including, inter alia, if at any time
before Admission in the opinion of the UK Banks (acting in good faith):
1 any statement contained in the documents issued by
the Company in connection with the UK Placing is incorrect or has become or
been discovered to be untrue or inaccurate in any material respect or
misleading in any material respect or that there has been a material omission
therefrom;
2 any of the warranties given by the Company under the
Placing Agreement was, when given, in any material respect, untrue or
inaccurate or misleading;
3 any of the warranties given by the Company under the
Placing Agreement is not, or has ceased to be, in any material respect, true
or accurate or not misleading (or would not be true, accurate or not
misleading if then repeated) by reference to the facts subsisting at the time;
4 the Company has failed to comply with any of its
obligations contained in the UK Placing Agreement;
5 there has occurred a suspension or cancellation by
either the AIM, the TSX-V or the Icelandic Exchange of trading in the
Company's securities on any of AIM, the TSX-V, and following its admission,
the Icelandic Exchange, other than a suspension of trading in the Company's
securities on the TSX-V to facilitate the Bookbuild;
6 any of the Icelandic Placing Agreement or the
Icelandic Letter of Commitment having terminated or lapsed;
7 the Icelandic Depositary Receipts are not admitted
to trading on the Icelandic Exchange by no later than 1 November 2022 or such
later date as the Company and the UK Banks may agree being no later than one
Business Day prior to the Long Stop Date;
8 there are any facts, matters or circumstances which
give rise to, or are reasonably likely to give rise to (in the opinion of
either of the UK Banks acting in good faith) a claim under the indemnities
given by the Company for the benefit of the UK Banks under the Placing
Agreement;
9 the appointment of any of the UK Banks as agent of
the Company under the Placing Agreement is terminated for whatever reason;
10 there shall have occurred any significant new
factor, mistake or inaccuracy in the information in this document requiring in
the opinion of either of the UK Banks, acting in good faith, a supplementary
press document to be published by or on behalf of the Company; or
11 there has occurred, in the opinion of either of the
UK Banks acting in good faith, a Material Adverse Change whether or not
foreseeable at the date of the Placing Agreement.
On the occurrence of any one or more of the above-mentioned circumstances,
either of the UK Banks may, in their absolute discretion, by notice in writing
to the Company (or by orally communicating the same to the Company and the
other UK Bank), terminate the Placing Agreement with immediate effect.
Upon such notice being given, the parties to the Placing Agreement shall be
released and discharged (except for any liability arising before or in
relation to such termination) from their respective obligations under or
pursuant to the Placing Agreement, subject to limited exceptions.
By participating in the UK Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and under the
"Conditions of the UK Placing" section above and will not be capable of
rescission or termination by it after oral confirmation by the UK Banks
following the close of the Bookbuild.
By participating in the Bookbuild, each Placee agrees with the Company and the
UK Banks that the exercise by the Company or the UK Banks of any right of
termination or any other right or other discretion under the Placing Agreement
shall be within the absolute discretion of the Company or the UK Banks or for
agreement between the Company and the UK Banks (as the case may be) and that
neither the Company nor the UK Banks need make any reference to, or undertake
any consultation with, Placees and that neither they nor any of their
respective Affiliates', agents, directors, officers or employees shall have
any liability to Placees (or to any other person whether acting on behalf of a
Placee or otherwise) whatsoever in connection with any such exercise.
No prospectus
The UK Placing Shares are being offered to a limited number of specifically
invited persons only and will not be offered in such a way as to require any
prospectus or other offering document to be published. No prospectus or
other offering document has been or will be submitted to be approved by the
FCA in relation to the UK Placing or the UK Placing Shares and Placees'
commitments will be made solely on the basis of publicly available information
taken together with the information contained in this Announcement, and any
Exchange Information (as defined below) previously published by or on behalf
of the Company simultaneously with or prior to the date of this Announcement
and subject to any further terms set forth in the contract note sent to
individual Placees.
Each Placee, by participating in the UK Placing, agrees that the content of
this Announcement and the publicly available information released by or on
behalf of the Company is exclusively the responsibility of the Company and
confirms to the UK Banks and the Company that it has neither received nor
relied on any other information, representation, warranty, or statement made
by or on behalf of the Company (other than publicly available information) or
the UK Banks or their respective Affiliates or any other person and none of
the UK Banks or the Company, or any of their respective Affiliates or any
other person will be liable for any Placee's decision to participate in the UK
Placing based on any other information, representation, warranty or statement
which the Placees may have obtained or received (regardless of whether or not
such information, representation, warranty or statement was given or made by
or on behalf of any such persons). Each Placee acknowledges and agrees that
it has relied on its own investigation of the business, financial or other
position of the Company in accepting a participation in the UK Placing. No
Placee should consider any information in this Announcement to be legal, tax
or business advice. Nothing in this paragraph shall exclude the liability of
any person for fraudulent misrepresentation.
Lock-up
The Company has undertaken to the UK Banks that, between the date of the
Placing Agreement and 120 calendar days after the Closing Date, it will not,
without the prior written consent of the UK Banks (such consent not to be
unreasonably withheld or delayed), enter into certain transactions involving
or relating to the Common Shares, subject to certain customary carve-outs
agreed between the UK Banks and the Company.
By participating in the UK Placing, Placees agree that the exercise by the UK
Banks of any power to grant consent to waive the undertaking by the Company of
a transaction which would otherwise be subject to the lock-up under the
Placing Agreement shall be within the absolute discretion of the UK Banks and
that they need not make any reference to, or consult with, Placees and that
they shall have no liability to Placees whatsoever in connection with any such
exercise of the power to grant consent.
Registration and settlement
Settlement of transactions in the UK Placing Shares (ISIN: CA00108V1022)
following Admission will take place within the relevant system administered by
Euroclear ("CREST"), using the delivery versus payment mechanism, subject to
certain exceptions. Subject to certain exceptions, the UK Banks and the
Company reserve the right to require settlement for, and delivery of, the UK
Placing Shares to Placees by such other means that they deem necessary if
delivery or settlement is not practicable in CREST within the timetable set
out in this Announcement or would not be consistent with the regulatory
requirements in the Placee's jurisdiction.
In order to enable Placees in the United Kingdom to settle their securities
through CREST, the Company has appointed Computershare Investor Services plc
to act as a depositary (the "Depositary") to hold the Common Shares and issue
dematerialised depositary interests representing the underlying Common Shares
("Depositary Interests"). The Depositary will hold the Common Shares on trust
for the relevant shareholders.
The Depositary Interests are independent English securities and held on a
register maintained by the Depositary. The Depositary Interests have the same
security code and ISIN number as the underlying Common Shares which they
represent and do not require a separate admission to AIM. Any references to UK
Placing Shares in this Announcement shall include any Depositary Interests
issued in relation to the same.
Following the close of the Bookbuild for the UK Placing, each Placee allocated
UK Placing Shares in the UK Placing will be sent a contract note stating the
number of UK Placing Shares to be allocated to it at the Placing Price, the
aggregate amount owed by such Placee to the UK Banks and settlement
instructions. It is expected that such contract note will be despatched on or
around 21 October 2022 and that this will also be the trade date.
Each Placee agrees that it will do all things necessary to ensure that
delivery and payment is completed in accordance with either the standing CREST
or certificated settlement instructions that it has in place with the relevant
UK Bank. The Company will deliver the UK Placing Shares to a CREST account or
account operated by one or more of the UK Banks as agent for the Company and
the relevant UK Bank will enter its delivery instruction into the CREST
system. The UK Banks will hold any UK Placing Shares delivered to this account
as nominee for the Placees. The input to CREST by a Placee of a matching or
acceptance instruction will then allow delivery of the relevant UK Placing
Shares to that Placee against payment. It is expected that settlement will be
on 2 November 2022 on a T+7 basis in accordance with the instructions given to
the UK Banks.
Interest is chargeable daily on payments not received from Placees on the due
date in accordance with the arrangements set out above at the rate of two
percentage points above LIBOR as determined by the UK Banks.
Each Placee agrees that, if it does not comply with these obligations, the UK
Banks (or any of them) may sell any or all of their UK Placing Shares on their
behalf and retain from the proceeds, for the Company's own account and
benefit, an amount equal to the aggregate amount owed by the Placee plus any
interest due. The relevant Placee will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp duty reserve
tax (together with any interest or penalties) which may arise upon the sale of
its UK Placing Shares on its behalf.
If UK Placing Shares are to be delivered to a custodian or settlement agent,
Placees must ensure that, upon receipt, the conditional contract note is
copied and delivered immediately to the Relevant Person within that
organisation. Insofar as UK Placing Shares are registered in a Placee's name
or that of its nominee or in the name of any person for whom a Placee is
contracting as agent or that of a nominee for such person, such UK Placing
Shares should, subject as provided below, be so registered free from any
liability to United Kingdom stamp duty or stamp duty reserve tax. Placees
will not be entitled to receive any fee or commission in connection with the
UK Placing.
Representations and warranties
By participating in the Bookbuild, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any such prospective Placee) with each
of the UK Banks (in their capacity as placing agents of the Company in respect
of the UK Placing) and the Company, in each case as a fundamental term of its
application for UK Placing Shares, the following:
1 it has read and understood this Announcement in its
entirety and that its acquisition of and subscription for UK Placing Shares is
subject to and based upon all the terms, conditions, representations,
warranties, indemnities, acknowledgements, agreements and undertakings and
other information contained herein and that it has not relied on, and will not
rely on, any information given or any representations, warranties or
statements made at any time by any person in connection with Admission, the
Bookbuild, the Company, the UK Placing, the UK Placing Shares or otherwise;
2 that no offering document or prospectus or admission
document has been or will be prepared in connection with the UK Placing or is
required under the EU Prospectus Regulation, the UK Prospectus Regulation or
the rules of the Icelandic Exchange and it has not received and will not
receive a prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company, the UK Placing or the
UK Placing Shares;
3 that the Common Shares are traded on AIM and that
the Company is therefore required to publish certain business and financial
information in accordance with MAR and the AIM Rules for Companies
(collectively, the "Exchange Information"), which includes a description of
the nature of the Company's business and the Company's most recent balance
sheet and profit and loss account, and similar statements for preceding
financial years and that it has reviewed such Exchange Information and that it
is able to obtain or access such Exchange Information;
4 that none of the UK Banks, the Company nor any of
their respective Affiliates nor any person acting on behalf of any of them has
provided, and none of them will provide it with any, material or information
regarding the UK Placing Shares, the Bookbuild, the UK Placing, the Company,
the Icelandic Placing or the Icelandic Placing Shares or any other person
other than the information in this Announcement; nor has it requested either
of the UK Banks, the Company, any of their respective Affiliates nor any
person acting on behalf of any of them to provide it with any such material or
information;
5 unless otherwise specifically agreed with the UK
Banks, that it is not, and at the time the UK Placing Shares are acquired,
neither it nor the beneficial owner of the UK Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in which it would
be unlawful to make or accept an offer to acquire the UK Placing Shares,
subject to certain restrictions; and further acknowledges that the UK Placing
Shares have not been and will not be registered or otherwise qualified, for
offer and sale nor will an offering document, prospectus, offering memorandum
or admission document be cleared or approved in respect of any of the UK
Placing Shares under the securities legislation of the United States or any
other Restricted Territory and, subject to certain exceptions, may not be
offered, sold, transferred, delivered or distributed, directly or indirectly,
in or into those jurisdictions or in any country or jurisdiction where any
such action for that purpose is required;
6 that, if it and/or any person on whose behalf it is
participating is located within the United States or is a U.S. Person (as
defined in Regulation S), it understands and acknowledges that the Company may
make notation on its records or give instructions to the registrar and
transfer agent of the UK Placing Shares in order to implement the restrictions
on transfer set forth and described herein;
7 that, if it and/or any person on whose behalf it is
participating is located within the United States or is a U.S. Person (as
defined in Regulation S), it (and any account for which it is purchasing) is
not acquiring UK Placing Shares with a view to any offer, sale or distribution
thereof within the meaning of the Securities Act;
8 that the content of this Announcement is exclusively
the responsibility of the Company and that none of the UK Banks nor any of
their respective Affiliates or any person acting on their behalf has or shall
have any responsibility or liability for any information, representation,
warranty or statement contained in this Announcement or any information
previously or subsequently published by or on behalf of the Company,
including, without limitation, any Exchange Information, and will not be
liable for any Placee's decision to participate in the UK Placing based on any
information, representation, warranty or statement contained in this
Announcement or any information previously published by or on behalf of the
Company or otherwise;
9 that the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to acquire the
UK Placing Shares is contained in this Announcement and any other Exchange
Information, such information being all that it deems necessary to make an
investment decision in respect of the UK Placing Shares, and that it has
neither received nor relied on any other information given or investigations,
representations, warranties or statements made by the UK Banks or the Company
and none of the UK Banks nor the Company will be liable for any Placee's
decision to accept an invitation to participate in the UK Placing based on any
other information, representation, warranty or statement;
10 that it has relied on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the UK Placing and that none of the
UK Banks nor any of their respective Affiliates have made any representations
to it, express or implied, with respect to the Company, the Bookbuild, the UK
Placing or the UK Placing Shares or the accuracy, completeness or adequacy of
the Exchange Information, and each of them expressly disclaims any liability
in respect thereof;
11 that it has not relied on any information relating to
the Company contained in any research reports prepared by the UK Banks, any of
their respective Affiliates or any person acting on the UK Banks or any of
their respective Affiliates' behalf and understands that (i) none of the UK
Banks nor any of their respective Affiliates nor any person acting on its or
their behalf has or shall have any liability for public information or any
representation; (ii) none of the UK Banks nor any of their respective
Affiliates nor any person acting on its or their behalf has or shall have any
liability for any additional information that has otherwise been made
available to such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) none of the UK Banks nor any of
their respective Affiliates nor any person acting on its or their behalf makes
any representation or warranty, express or implied, as to the truth, accuracy
or completeness of such information, whether at the date of publication, the
date of this Announcement or otherwise;
12 that the allocation, allotment, issue and delivery to
it, or the person specified by it for registration as holder, of UK Placing
Shares will not give rise to a liability under any of sections 67, 70, 93 or
96 of the Finance Act 1986 (depositary receipts and clearance services) and
that it is not participating in the UK Placing as nominee or agent for any
person to whom the allocation, allotment, issue or delivery of the UK Placing
Shares would give rise to such a liability and that the UK Placing Shares are
not being acquired in connection with arrangements to issue depositary
receipts or to issue or transfer UK Placing Shares into a clearance service;
13 that it understands that the UK Placing Shares have
not been and will not be registered under the Securities Act or under the
securities laws of any state of other jurisdiction of the United States and
are not being offered or sold within the United States, except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act;
14 that it acknowledges that no action has been or will
be taken by the Company, the UK Banks, their respective Affiliates or any
person acting on its or their behalf that would, or is intended to, permit a
public offer of the UK Placing Shares in the United States or in any country
or jurisdiction where any such action for that purpose is required;
15 that it and any person acting on its behalf is
entitled to acquire the UK Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such laws and
obtained all such governmental and other guarantees, permits, authorisations,
approvals and consents which may be required thereunder and complied with all
necessary formalities and that it has not taken any action or omitted to take
any action which will or may result in the UK Banks, the Company or any of
their respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with the UK Placing;
16 that it (and any person acting on its behalf) has all
necessary capacity and has obtained all necessary consents and authorities to
enable it to commit to its participation in the UK Placing and to perform its
obligations in relation thereto (including, without limitation, in the case of
any person on whose behalf it is acting, all necessary consents and
authorities to agree to the terms set out or referred to in this Announcement)
and will honour such obligations;
17 that it has complied with its obligations under the
Criminal Justice Act 1993, Part VIII of FSMA and MAR and in connection with
money laundering and terrorist financing under the Proceeds of Crime Act 2002
(as amended), the Terrorism Act 2000, the Anti-Terrorism Crime and Security
Act 2001, the Terrorism Act 2006, the Money Laundering, Terrorist Financing
and Transfer of Funds (Information on the Payer) Regulations 2017 and the
Money Laundering Sourcebook of the FCA and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof (the "regulations") and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the regulations. If within a reasonable time after a request for
verification of identity, the UK Banks have not received such satisfactory
evidence, the UK Banks may, in their absolute discretion, terminate the
Placee's UK Placing participation in which event all funds delivered by the
Placee to the UK Banks will be returned without interest to the account of the
drawee bank or CREST account from which they were originally debited;
18 that it is acting as principal only in respect of the
UK Placing or, if it is acting for any other person: (a) it is duly authorised
to do so and has full power to make, and does make, the acknowledgments,
representations and agreements herein on behalf of each such person; and (b)
it is and will remain liable to the UK Banks and the Company for the
performance of all its obligations as a Placee in respect of the UK Placing
(regardless of the fact that it is acting for another person). Each Placee
agrees that the provisions of this paragraph shall survive the resale of the
UK Placing Shares by or on behalf of any person for whom it is acting;
19 if in a Member State of the EEA and except as
disclosed in this Announcement under "Details of the UK Placing", that it is
(a) an EEA Qualified Investor; and (b) a "professional client" or an "eligible
counterparty" within the meaning set out in EU Directive 2014/65/EU on markets
in financial instruments (MIFID II), as implemented into national law of the
relevant EEA state;
20 if in the United Kingdom, that it is a UK Qualified
Investor and it undertakes that it will acquire, hold, manage and (if
applicable) dispose of the UK Placing Shares that are allocated to it for the
purposes of its business;
21 that it will not distribute, transfer or otherwise
transmit this Announcement or any part of it, or any other presentation or
other materials concerning the UK Placing, in or into the United States
(including electronic copies thereof) directly or indirectly, whether in whole
or in part, in or into any Restricted Territory or any other jurisdiction in
which such distribution, forwarding, transfer or transmission would be
unlawful;
22 where it is acquiring the UK Placing Shares for one
or more managed accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire the UK Placing
Shares for each managed account; and (b) it has full power to make the
acknowledgements, representations, undertakings and agreements herein on
behalf of each such account;
23 that if it is a pension fund or investment company,
it represents, warrants and undertakes that its acquisition of UK Placing
Shares is in full compliance with applicable laws and regulations;
24 if it is acting as a financial intermediary, as that
term is used in Article 5(1) of the EU Prospectus Regulation or the UK
Prospectus Regulation, as the case may be, that the UK Placing Shares acquired
by it in the UK Placing will not be acquired for, on a non-discretionary basis
on behalf of, nor will they be acquired with a view to their offer or resale
to, persons in a member state of the EEA other than EEA Qualified Investors or
persons in the United Kingdom other than UK Qualified Investors, or in
circumstances in which the prior consent of the UK Banks and the Company has
been given to the proposed offer or resale;
25 that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any UK
Placing Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will not result
in an offer to the public in any member state in the EEA within the meaning of
Article 2(d) of the EU Prospectus Regulation;
26 that it has not offered or sold and, prior to the
expiry of a period of six months from Admission, will not offer or sell any UK
Placing Shares to persons in the United Kingdom, except to UK Qualified
Investors or otherwise in circumstances which have not resulted and which will
not result in an offer to the public in the United Kingdom within the meaning
of Article 2(d) of the UK Prospectus Regulation;
27 that any offer of UK Placing Shares may only be
directed at persons in member states of the EEA who are EEA Qualified
Investors and represents, warrants and undertakes that it has not offered or
sold and will not offer or sell any UK Placing Shares to persons in the EEA
prior to Admission except to EEA Qualified Investors or otherwise in
circumstances which have not resulted in and which will not result in an offer
to the public in any member state of the EEA within the meaning of the EU
Prospectus Regulation;
28 that any offer of UK Placing Shares may only be
directed at persons in the United Kingdom who are UK Qualified Investors and
represents, warrants and undertakes that it has not offered or sold and will
not offer or sell any UK Placing Shares to persons in the United Kingdom prior
to Admission except to UK Qualified Investors or otherwise in circumstances
which have not resulted in and which will not result in an offer to the public
in the United Kingdom within the meaning of the UK Prospectus Regulation;
29 that it has only communicated or caused to be
communicated and will only communicate or cause to be communicated any
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the FSMA) relating to the UK Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
30 that it has complied and will comply with all
applicable laws (including all relevant provisions of the FSMA) with respect
to anything done by it in relation to the UK Placing Shares in respect of
anything done in, from or otherwise involving, the United Kingdom;
31 if it has received any inside information (as that
term is defined in MAR) about the Company in advance of the UK Placing, it has
not: (a) dealt in the securities of the Company; (b) encouraged or required
another person to deal in the securities of the Company; or (c) disclosed such
information to any person except as permitted by MAR, prior to the information
being made publicly available;
32 that: (a) it (and any person acting on its behalf)
has capacity and authority and is otherwise entitled to purchase the UK
Placing Shares under the laws of all relevant jurisdictions which apply to it;
(b) it has paid any issue, transfer or other taxes due in connection with its
participation in any territory; (c) it has not taken any action which will or
may result in the Company, the UK Banks, any of their Affiliates or any person
acting on their behalf being in breach of the legal and/or regulatory
requirements and/or any anti-money laundering requirements of any territory in
connection with the UK Placing; and (d) that the subscription for and purchase
of the UK Placing Shares by it or any person acting on its behalf will be in
compliance with applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
33 that it (and any person acting on its behalf) has
funds available to pay for the UK Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting on its
behalf) will make payment for the UK Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out herein
against delivery of such UK Placing Shares to it, failing which the relevant
UK Placing Shares may be placed with other Placees or sold as the UK Banks may
in their absolute discretion determine and without liability to such Placee.
It will, however, remain liable for any shortfall below the net proceeds of
such sale and the placing proceeds of such UK Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) due pursuant to the terms set out or referred to in
this Announcement which may arise upon the sale of such Placee's UK Placing
Shares on its behalf;
34 that it acknowledges and confirms that if it fails to
make payment for UK Placing Shares allocated to it, the UK Banks may assign
their rights and powers under this Appendix against such defaulting Placee to
a third party without notice to the relevant Placee;
35 that its allocation (if any) of UK Placing Shares
will represent a maximum number of UK Placing Shares to which it will be
entitled, and required, to acquire, and that the UK Banks or the Company may
call upon it to acquire a lower number of UK Placing Shares (if any), but in
no event in aggregate more than the aforementioned maximum;
36 that none of the UK Banks, nor any of their
respective Affiliates nor any person acting on its or their behalf is making
any recommendations to it, or advising it regarding the suitability or merits
of any transactions it may enter into in connection with the UK Placing and
that participation in the UK Placing is on the basis that it is not and will
not be a client of the UK Banks and that the UK Banks do not have any dues or
responsibilities to it for providing the protections afforded to their clients
or customers or for providing advice in relation to the UK Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or performance of the
UK Banks' rights and obligations thereunder including any rights to waive or
vary any conditions or exercise any termination right;
37 the exercise by either (or both) of the UK Banks of
any right or discretion under the Placing Agreement shall be within the
absolute discretion of the UK Banks and the relevant UK Bank or the UK Banks
(acting jointly) (as the case may be) need not have any reference to it and
shall have no liability to it whatsoever in connection with any decision to
exercise or not to exercise any such right and each Placee agrees that it has
no rights against the UK Banks, the Company or any of their respective
affiliates under the Placing Agreement pursuant to the Contracts (Rights of
Third Parties) Act 1999 (as amended) or otherwise;
38 that the person whom it specifies for registration as
holder of the UK Placing Shares will be: (a) itself; or (b) its nominee, as
the case may be. None of the UK Banks, nor the Company nor any of their
respective Affiliates will be responsible for any liability to stamp duty or
stamp duty reserve tax or other similar dues or taxes (together with any
interest or penalties) resulting from a failure to observe this requirement.
Each Placee and any person acting on behalf of such Placee agrees to indemnify
the UK Banks, the Company and any of their respective Affiliates in respect of
the same on an after-tax basis on the basis that the UK Placing Shares will be
allotted to the CREST stock account of the relevant UK Bank who will hold them
as nominee on behalf of such Placee until settlement in accordance with its
standing settlement instructions;
39 that these Terms and Conditions and any agreements
entered into by it pursuant to these Terms and Conditions, and any
non-contractual obligations arising out of or in connection with such
agreements, shall be governed by and construed in accordance with the laws of
England and Wales and it submits (on behalf of itself and on behalf of any
person on whose behalf it is acting) to the exclusive jurisdiction of the
English courts as regards any claim, dispute or matter arising out of any such
contract, except that enforcement proceedings in respect of the obligation to
make payment for the UK Placing Shares (together with any interest chargeable
thereon) may be taken by the UK Banks or the Company in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
40 that each of the UK Banks, the Company and their
respective Affiliates and others will rely upon the truth and accuracy of the
representations, warranties, agreements, undertakings and acknowledgements set
forth herein and which are given to the UK Banks on their own behalf and on
behalf of the Company and are irrevocable and it irrevocably authorises each
of the UK Banks and the Company to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or regulation,
administrative or legal proceeding or official inquiry with respect to the
matters set forth herein;
41 that it will indemnify on an after-tax basis and hold
each of the UK Banks, the Company and their respective Affiliates harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of, directly or indirectly, or in connection with
any breach by it of the representations, warranties, acknowledgements,
agreements and undertakings in this Appendix and further agrees that the
Company and the UK Banks will rely on the truth and accuracy of the
confirmations, warranties, acknowledgements and undertakings herein and, if
any of the foregoing is or becomes no longer true or accurate, the Placee
shall promptly notify the UK Banks and the Company. All confirmations,
warranties, acknowledgements and undertakings given by the Placee, pursuant to
this Announcement are given to each UK Bank for itself and on behalf of the
Company and will survive completion of the UK Placing and Admission;
42 that any documents sent to Placees will be sent at
the Placees' risk. They may be sent by post to such Placees at an address
notified to the UK Banks;
43 acknowledges that it irrevocably appoints any
director of each of the UK Banks as its agent for the purposes of executing
and delivering to the Company and/or its registrars any documents on its
behalf necessary to enable it to be registered as the holder of any of the UK
Placing Shares agreed to be taken up by it under the UK Placing;
44 that, as far as it is aware it is not acting in
concert (within the meaning given in The City Code on Takeovers and Mergers)
with any other person in relation to the Company;
45 that it acknowledges that its commitment to acquire
UK Placing Shares on the terms set out herein and in the trade confirmation or
contract note (as the case may be) will continue notwithstanding any amendment
that may in future be made to the terms and conditions of the UK Placing and
that Placees will have no right to be consulted or require that their consent
be obtained with respect to the Company's or the UK Banks' conduct of the UK
Placing;
46 that in making any decision to acquire the UK Placing
Shares: (a) it has sufficient knowledge, sophistication and experience in
financial, business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the UK Placing
Shares; (b) it is experienced in investing in securities of this nature in
this sector and is aware that it may be required to bear, and is able to bear,
the economic risk of participating in, and is able to sustain a complete loss
in connection with, the UK Placing; (c) it has relied on its own examination,
due diligence and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of the UK
Placing, including the merits and risks involved and not upon any view
expressed or information provided by or on behalf of the UK Banks; (d) it has
had sufficient time and access to information to consider and conduct its own
investigation with respect to the offer and purchase of the UK Placing Shares,
including the legal, regulatory, tax, business, currency and other economic
and financial considerations relevant to such investment and has so conducted
its own investigation to the extent it deems necessary for the purposes of its
decision to acquire the UK Placing Shares; and (e) it will not look to the
Company, UK Banks, any of their respective Affiliates or any person acting on
its or their behalf for all or part of any such loss or losses it or they may
suffer;
47 that it acknowledges and agrees that none of the UK
Banks nor the Company owes any fiduciary or other dues to it or any Placee in
respect of any representations, warranties, undertakings or indemnities in the
Placing Agreement;
48 understands and agrees that it may not rely on any
investigation that the UK Banks or any person acting on their behalf may or
may not have conducted with respect to the Company and its Affiliates or the
UK Placing and the UK Banks have not made any representation or warranty to
it, express or implied, with respect to the merits of the UK Placing, the
subscription for or purchase of the UK Placing Shares, or as to the condition,
financial or otherwise, of the Company and its Affiliates, or as to any other
matter relating thereto, and nothing herein shall be construed as any
investment or other recommendation to it to acquire the UK Placing Shares. It
acknowledges and agrees that no information has been prepared by, or is the
responsibility of, the UK Banks for the purposes of this UK Placing;
49 that it acknowledges and agrees that it will not hold
any of the UK Banks nor any of their respective Affiliates or any person
acting on their behalf responsible or liable for any misstatements in or
omission from any publicly available information relating to the Group or
information made available (whether in written or oral form) relating to the
Group (the "Information") and that none of the UK Banks nor any person acting
on behalf of the UK Banks makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of such Information or
accepts any responsibility for any of such Information;
50 that in connection with the UK Placing, each of the
UK Banks and any of their respective Affiliates acting as an investor for its
own account may take up shares in the Company and in that capacity may retain,
purchase or sell for its own account such shares in the Company and any
securities of the Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with the UK
Placing. Accordingly, references in this Announcement to shares being issued,
offered or placed should be read as including any issue, offering or placement
of such shares in the Company to the UK Banks and any of their respective
Affiliates acting in such capacity. In addition the UK Banks may enter into
financing arrangements and swaps with investors in connection with which the
UK Banks may from time to time acquire, hold or dispose of such securities of
the Company, including the UK Placing Shares. None of the UK Banks nor any of
their respective Affiliates intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
51 that it acknowledges that the UK Placing Shares have
not been registered or otherwise qualified, and will not be registered or
otherwise qualified, for offer and sale nor will a prospectus be cleared or
approved in respect of any of the UK Placing Shares under the securities laws
of the United States, or any state or other jurisdiction of the United States,
nor approved or disapproved by the US Securities and Exchange Commission, any
state securities commission or other regulatory authority in the United
States, nor have any of the foregoing authorities passed upon or endorsed the
merits of the UK Placing or the accuracy or adequacy of this Announcement, and
that any representation to the contrary is a criminal offence. The UK Placing
Shares have not been registered or otherwise qualified for offer and sale nor
will a prospectus be cleared or approved in respect of the UK Placing Shares
under the securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or delivered or
transferred, directly or indirectly, within the United States or any other
Restricted Territory, or in any country or jurisdiction where any action for
that purpose is required;
52 that, if it and/or any person on whose behalf it is
participating is located within the United States or is a U.S. Person, it
understands and acknowledges that the Company may make notation on its records
or give instructions to the registrar and transfer agent of the UK Placing
Shares in order to implement the restrictions on transfer set forth and
described herein;
53 that, if it and/or any person on whose behalf it is
participating is located within the United States or is a U.S. Person, it (and
any account for which it is purchasing) is not acquiring UK Placing Shares
with a view to any offer, sale or distribution thereof within the meaning of
the Securities Act;
54 it will not reoffer, sell, pledge or otherwise
transfer the UK Placing Shares except: (a) in an offshore transaction in
accordance with Regulation S; (b) in the United States pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in compliance with all
applicable securities laws of the United States or any State or other
jurisdiction of the United States or (c) pursuant to an effective registration
statement under the Securities Act and that, in each such case, such offer,
sale, pledge or transfer will be made in accordance with any applicable
securities laws of any state of the United States;
55 that the UK Placing Shares are being offered and sold
by or on behalf of the Company in offshore transactions (as defined in
Regulation S). It and the prospective beneficial owner of the UK Placing
Shares is, and at the time the UK Placing Shares are subscribed for will be
either: (a) outside the United States and subscribing for the UK Placing
Shares in an offshore transaction as defined in, and in accordance with,
Regulation S; or (b) (i) a QIB, (b) subscribing for the UK Placing Shares
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act; and (c) will have duly
executed investor representation letter in the form provided to it;
56 that it is not acquiring any of the UK Placing Shares
as a result of any form of general solicitation or general advertising (within
the meaning of Rule 502(c) of Regulation D under the Securities Act) or any
form of directed selling efforts (as defined in Regulation S);
57 if it is a person in Australia, that it is a: (a) a
"sophisticated investor" meeting the criteria in section 708(8) of the
Corporations Act; (b) a "professional investor" meeting the criteria in
section 708(11) of the Corporations Act; or (c) does not otherwise require
disclosure pursuant to one or more exemptions contained in section 708 of the
Corporations Act so that it is lawful to offer the UK Placing Shares without
disclosure to investors under Chapter 6D of the Corporations Act;
58 if it is a person in Australia that it is not
acquiring the UK Placing Shares for the purposes of selling or transferring
them, or granting, issuing or transferring interests in, or options or
warrants over, them, within Australia within the period of 12 months after the
date of allotment except in circumstances where disclosure to investors under
Chapter 6D of the Corporations Act would not be required pursuant to an
exemption under section 708 of the Corporations Act or where the offer is made
pursuant to a disclosure document which complies with Chapter 6D of the
Corporations Act;
59 that each of the UK Banks and their respective
Affiliates may have engaged in transactions with, and provided various
commercial banking, investment banking, financial advisory transactions and
services in the ordinary course of their business with the Company and/or its
Affiliates for which they would have received customary fees and commissions.
Each of the UK Banks and their respective Affiliates may provide such services
to the Company and/or its Affiliates in the future;
60 it understands that certain personal information may
be collected by the Company for the purposes of completing the Fundraising,
which includes, without limitation, determining its eligibility to purchase
the shares under Canadian securities laws and other applicable securities laws
and completing filings required by any securities commission or other
regulatory authority; that its personal information may be disclosed by the
Company to: (a) securities commissions or stock exchanges, (b) the Canada
Revenue Agency or other taxing authorities, and (c) any of the other parties
involved in the Fundraising, including legal counsel to the Company, the UK
Banks and any dealer who sells shares to such purchaser and may be included in
record books in connection with the Fundraising; and that by purchasing the
shares, it will be deemed to have consented to the foregoing collection, use
and disclosure of its personal information and the filing of copies or
originals of any of its documents submitted hereunder as may be required to be
filed with any securities commission or stock exchange in connection with the
transactions contemplated hereby;
61 it understands that certain information provided by
it, including its name, address, telephone number and email address, the
number of shares being purchased, the exemption being relied upon by it in
purchasing the shares and its registrant or insider status, if applicable,
will be disclosed to the applicable securities regulatory authorities, such
information is being collected by such securities regulatory authorities under
the authority granted to each of them under securities legislation and it will
be deemed to have authorised the indirect collection of such information by
such securities regulatory authorities. This information is being collected
for the purposes of the administration and enforcement of the securities
legislation of such jurisdictions. In the event the purchaser has any
questions with respect to the indirect collection of such information by such
securities regulatory authorities and regulators, it should contact the
applicable securities regulatory authority or regulator using the contact
information on the Canadian Securities Administrators website:
https://www.securities-administrators.ca/about/contact-us/
(https://www.securities-administrators.ca/about/contact-us/) ; and
62 if required by applicable Canadian securities laws
(including any policies of the TSX-V), it will execute, deliver and file or
assist the Company in filing such report, undertakings and other documents
relating to the purchase of the shares as may be required.
The foregoing acknowledgements, agreements, undertakings, representations,
warranties and confirmations are given for the benefit of the Company as well
as each of the UK Banks (for their own benefit and, where relevant, the
benefit of their respective Affiliates and any person acting on its or their
behalf) and are irrevocable. Each Placee, and any person acting on behalf of a
Placee, acknowledges that none the UK Banks nor the Company owes any fiduciary
or other dues to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and issue UK Placing Shares to
Placees (or the persons for whom Placees are contracting as nominee or agent)
free of stamp duty and stamp duty reserve tax relates only to their allotment
and issue to Placees, or such persons as they nominate as their agents, direct
from the Company for the UK Placing Shares in question. Neither the Company,
nor the UK Banks, will be responsible for any UK stamp duty or UK stamp duty
reserve tax (including any interest and penalties relating thereto) arising in
relation to the UK Placing Shares in any other circumstances.
Such agreement is subject to the representations, warranties and further terms
above and also assumes, and is based on a warranty from each Placee, that the
UK Placing Shares are not being acquired in connection with arrangements to
issue depositary receipts or to issue or transfer the UK Placing Shares into a
clearance service. None of the UK Banks nor the Company are liable to bear any
stamp duty or stamp duty reserve tax or any other similar dues or taxes
("transfer taxes") that arise: (a) if there are any such arrangements (or if
any such arrangements arise subsequent to the acquisition by Placees of UK
Placing Shares); or (b) on a sale of UK Placing Shares; or (c) for transfer
taxes arising otherwise than under the laws of the United Kingdom. Each Placee
to whom (or on behalf of whom, or in respect of the person for whom it is
participating in the UK Placing as an agent or nominee) the allocation,
allotment, issue or delivery of UK Placing Shares has given rise to such
transfer taxes undertakes to pay such transfer taxes forthwith, and agrees to
indemnify on an after-tax basis and hold the UK Banks and/or the Company and
their respective Affiliates harmless from any such transfer taxes, and all
interest, fines or penalties in relation to such transfer taxes. Each Placee
should, therefore, take its own advice as to whether any such transfer tax
liability arises.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that the UK Banks or any of their respective Affiliates may, at their
absolute discretion, agree to become a Placee in respect of some or all of the
UK Placing Shares. Each Placee acknowledges and is aware that the UK Banks are
receiving a fee in connection with their respective roles in respect of the UK
Placing as detailed in the Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with the UK
Banks, any money held in an account with any of the UK Banks on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the rules and regulations of the FCA made
under the FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a consequence, this
money will not be segregated from the relevant UK Banks' money in accordance
with the client money rules and will be used by the relevant UK Bank in the
course of its own business; and the Placee will rank only as a general
creditor of the relevant UK Bank.
All times and dates in this Announcement may be subject to amendment by the UK
Banks (in their absolute discretion). The UK Banks shall notify the Placees
and any person acting on behalf of the Placees of any changes.
Time shall be of the essence as regards obligations pursuant to this
Announcement.
No statement in this Announcement is intended to be a profit forecast or
estimate, and no statement in this Announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial
years would necessarily match or exceed the historical published earnings per
share of the Company.
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 and persons
needing advice should consult an independent financial adviser.
The rights and remedies of the UK Banks and the Company under these Terms and
Conditions are in addition to any rights and remedies which would otherwise be
available to each of them and the exercise or partial exercise of one will not
prevent the exercise of others.
Each Placee may be asked to disclose in writing or orally to the UK Banks:
(a) if he or she is an individual, his or her nationality;
or
(b) if he or she is a discretionary fund manager, the
jurisdiction in which the funds are managed or owned.
Definitions
The following definitions apply throughout this Announcement unless the
context otherwise requires:
Admission means the admission of the UK Placing Shares to trading on the AIM market of
the London Stock Exchange;
Affiliate has the meaning given in Rule 50I(b) of Regulation D under the Securities Act
or Rule 405 under the Securities Act, as applicable and, in the case of the
Company, includes its subsidiary undertakings;
AIM means the market of that name operated by the London Stock Exchange;
AIM Rules means the AIM Rules for Companies published by the London Stock Exchange;
Announcement means this announcement (including its Appendices);
Arion means Arion Bank hf.;
Bookbuild means the accelerated bookbuilding process to be commenced by the UK Banks to
use reasonable endeavours to procure Placees for the UK Placing Shares, as
described in this Announcement and subject to the Terms and Conditions and the
Placing Agreement;
Business Day means a day (other than Saturday, Sunday or public holiday) when commercial
banks in London or Toronto are open for business;
Canadian Subscription has the meaning given to it in the main body of this Announcement;
Canadian Subscription Shares has the meaning given to it in the main body of this Announcement;
Closing Date means the day on which the UK Placing will be settled;
Common Shares means the common shares of no par value in the capital of the Company;
Company or Amaroq means Amaroq Minerals Ltd., a corporation incorporated in Canada, listed on
TSX-V;
CREST means the relevant system (as defined in the Uncertificated Securities
Regulations 2001 (SI 2001 No. 3755)) in respect of which Euroclear is the
Operator (as defined in such Regulations) in accordance with which securities
may be held and transferred in uncertificated form;
EEA means the European Economic Area;
EEA Qualified Investor means qualified investors as defined in Article 2(e) of the EU Prospectus
Regulation;
EU Prospectus Regulation means the Prospectus Regulation (EU) 2017/1129;
Euroclear means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales, the operator of CREST;
Exchange Information means the business and financial information the Company is required to
publish in accordance with MAR, the AIM Rules and the rules of the TSX-V;
FCA means the UK Financial Conduct Authority;
FSMA means the Financial Services and Markets Act 2000 (as amended, including any
regulations made pursuant thereto);
Fundraising has the meaning given to it in the main body of this Announcement;
Fundraising Shares has the meaning given to it in the main body of this Announcement;
Group means the Company and its subsidiary undertakings;
Icelandic Banks means Arion and Landsbankinn;
Icelandic Depositary Receipts means the depositary receipts to be issued by the Icelandic Banks, each
representing an interest in one Icelandic Placing Share, which will be issued
in uncertificated book entry form cleared through Nasdaq CSD SE (Icelandic
Branch) and listed on the Icelandic Exchange;
Icelandic Exchange means the Nasdaq First North Growth Market Iceland;
Icelandic Letters of Commitment means the letters of commitment entered into between the Company and each of
the Icelandic Banks;
Icelandic Listing has the meaning given to it in the main body of this Announcement;
Icelandic Placing has the meaning given to it in the main body of this Announcement;
Icelandic Placing Agreement means the agreement between the Company and the Icelandic Banks in relation to
the Icelandic Placing;
Icelandic Placing Shares has the meaning given to it in the main body of this Announcement;
Icelandic Subscribers means persons procured by each of the Icelandic Banks pursuant to the
Icelandic Placing Agreement who agree to subscribe for Icelandic Placing
Shares at the ISK equivalent of the Placing Price;
Icelandic Subscription Agreements means the subscription agreement entered into between the relevant Icelandic
Bank and each of the Icelandic Subscribers;
Landsbankinn means Landsbankinn hf.;
London Stock Exchange means London Stock Exchange plc;
Long Stop Date means 16 November 2022;
MAR means the Market Abuse Regulation (EU) No.596/2014 which forms part of the UK
law by virtue of the European Union (Withdrawal) Act 2018;
Material Adverse Change means any material adverse change in, or any event or circumstance that might
reasonably result in such a material adverse change in, or having a material
adverse effect on, the business, management, operations, assets, liabilities,
solvency, credit rating, position or prospects (financial trading or
otherwise) or profit of the Company or the Group (as the case may be) whether
or not arising in the ordinary course of business;
Panmure Gordon means Panmure Gordon (UK) Limited;
Placee means any person procured by any of the UK Banks (acting as agents for and on
behalf of the Company), on the terms and subject to the conditions of the
Placing Agreement, to subscribe for the UK Placing Shares pursuant to the UK
Placing;
Placing Agreement has the meaning given to it in the Appendix to this Announcement;
Placing Price means 35 pence per UK Placing Share;
Placing Results Announcement means the announcement of the results of the Bookbuild via a Regulatory
Information Service;
QIB means "qualified institutional buyer" as defined in Rule 144A under the
Securities Act;
Regulation S means Regulation S promulgated under the Securities Act;
Regulatory Information Service means a primary information provider that has been approved by the FCA to
disseminate regulated information;
Relevant Member State means a member state of the EEA;
Restricted Territory means the United States, Iceland, Australia, Canada, Japan or South Africa;
Securities Act means the U.S. Securities Act of 1933, as amended;
subsidiary has the meaning given to that term in the Companies Act 2006;
subsidiary undertaking has the meaning given to that term in the Companies Act 2006;
Term Sheet means the term sheet in relation to the UK Placing as may be entered into by
the Company and the UK Banks following the Bookbuild;
Terms and Conditions means the terms and conditions of the UK Placing set out in the Appendix to
this Announcement;
transfer taxes means stamp duty or stamp duty reserve tax or any other similar duties or
taxes;
UK Banks means Stifel and Panmure Gordon;
UK Placing has the meaning given to it in the main body of this Announcement;
UK Placing Shares has the meaning given to it in the main body of this Announcement;
UK Prospectus Regulation means Prospectus Regulation (EU) 2017/1129 which forms part of the UK law by
virtue of the European Union (Withdrawal) Act 2018;
UK Qualified Investor means qualified investors as defined in Article 2(e) of the UK Prospectus
Regulation;
uncertificated or in uncertificated form means in respect of a share or other security, where that share or other
security is recorded on the relevant register of the share or security
concerned as being held in uncertificated form in CREST and title to which may
be transferred by means of CREST;
United Kingdom or UK means the United Kingdom of Great Britain and Northern Ireland; and
United States or US means the United States of America, its territories and possessions, any state
of the United States of America, the District of Columbia and all other areas
subject to its jurisdiction and any political sub-division thereof.
Unless otherwise indicated in this Announcement, all references to "£",
"GBP", "pounds", "pound sterling", "sterling", "p", "penny" or "pence" are to
the lawful currency of the UK. All references to "C$", "CAD" or "Canadian
Dollars" are to the lawful currency of Canada. All references to "ISK" are to
the lawful currency of Iceland.
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