REG - ACG Metals Ltd. Anglo Asian Mining - Form 8 - ACG Metals Limited

Anglo Asian MiningAnnouncement

Wed 11:00

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RNS Number : 0277L  ACG Metals Limited  10 December 2025

ACG METALS LIMITED

("ACG" or the "Company")

 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

 

1.         KEY INFORMATION

 

 (a) Full name of discloser:                                                     ACG Metals Limited
 (b) Owner or controller of interests and short positions disclosed, if          N/A
 different from 1(a):

      The naming of nominee or vehicle companies is insufficient.  For a
 trust, the trustee(s), settlor and beneficiaries must be named.
 (c) Name of offeror/offeree in relation to whose relevant securities this form  ACG Metals Limited
 relates:

      Use a separate form for each offeror/offeree
 (d) Is the discloser the offeror or the offeree?                                OFFEROR
 (e) Date position held:                                                         10 December 2025

      The latest practicable date prior to the disclosure
 (f)  In addition to the company in 1(c) above, is the discloser making          Anglo Asian Mining plc
 disclosures in respect of any other party to the offer?

      If it is a cash offer or possible cash offer, state "N/A"

 

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.

 

(a)        Interests and short positions in the relevant securities of
the offeror or offeree to which the disclosure relates

 

 

 Class of relevant security:                                          Class A Ordinary Shares, Sponsor Warrants, Public Warrants and Private

                                                                    Warrants

                                                                      Interests                               Short positions

                                                                      Number              %                   Number              %
 (1) Relevant securities owned and/or controlled:                     Nil                 -                   Nil                 -
 (2) Cash-settled derivatives:                                        Nil                 -                   Nil                 -

 (3) Stock-settled derivatives (including options) and agreements to  Nil                 -                   Nil                 -
 purchase/sell:
                                                                      Nil                 -                   Nil                 -

      TOTAL:

 

All interests and all short positions should be disclosed.

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

 Class of relevant security in relation to which subscription right exists:   None
 Details, including nature of the rights concerned and relevant percentages:  None

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO
THE OFFER MAKING THE DISCLOSURE

 

 Details of any interests, short positions and rights to subscribe (including
 directors' and other employee options) of any person acting in concert with
 the party to the offer making the disclosure:

 (a)   Class A Ordinary Shares of no par value in the capital the capital of
 ACG Metals Limited ("Class A Ordinary Shares"):

Name                                     Number of Class A Ordinary Shares held  % of Class A Ordinary Shares held
 Lidya Madencilik Sanayi ve Ticaret A.S.  7,112,071                               31.21%
 Argentem Creek Partners LP*              6,865,497                               30.13%
 Artem Volynets (Director)**              562,279                                 2.47%
 Fiona Paulus (Director)                  45,333                                  0.20%
 Mustafa Aksoy (Director)                 34,000                                  0.15%
 Maarten Terlouw (Director)               34,000                                  0.15%
 Mark Curtis (Director)                   39,666                                  0.17%

 

 * Held via AOF Trading LLC, an entity controlled by Argentem Creek Partners
 LP.

 ** Held via ACG Advisory Limited, for which Artem Volynets is the ultimate
 beneficial owner.

 (b)   Options over Class A Ordinary Shares:

Option Holder            Granted           Total number of Options  Exercise Price  Vesting Dates                                                                   Expiry Date
 Impact Investments LLC*  13 February 2025  216,592                  US$1.00         The options vest equally in three tranches on 16 October 2025, 16 October 2026  13 February 2035
                                           and 16 October 2027.

 

 * Mike Pompeo is the Executive Chairman and 50% shareholder of Impact
 Investments LLC.

 (c)   Sponsor Warrants over Class A Ordinary Shares:

Name                        Conversion  Number of Sponsor Warrants held  Grant Date        Expiry Date       % of Sponsor Warrants held

                             Price
 Argentem Creek Partners LP  £5.34       1,693,243                        5 September 2024  5 September 2029  40.01%
 Artem Volynets              £5.34       336,817                          5 September 2024  5 September 2029  7.96 %

 

 (d)   Public Warrants over Class A Ordinary Shares:

Name                        Conversion  Number of Public Warrants held  Grant Date        Expiry Date       % Public Warrants held

                             Price
 Argentem Creek Partners LP  £5.34       1,829,171                       5 September 2024  5 September 2029  77.30%

 

 (e)   Private Warrants over Class A Ordinary Shares:

Name                                     Conversion  Number of Private Warrants held  Grant Date        Expiry Date       % of Private Warrants held

                                          Price
 Argentem Creek Partners LP               £5.34       2,537,501                        5 September 2024  5 September 2029  50.17%
 Lidya Madencilik Sanayi ve Ticaret A.S.  £5.34       1,994,039                        5 September 2024  5 September 2029  39.43%

 

 

* Held via AOF Trading LLC, an entity controlled by Argentem Creek Partners
LP.

** Held via ACG Advisory Limited, for which Artem Volynets is the ultimate
beneficial owner.

 

(b)   Options over Class A Ordinary Shares:

 

 

 Option Holder            Granted           Total number of Options  Exercise Price  Vesting Dates                                                                   Expiry Date
 Impact Investments LLC*  13 February 2025  216,592                  US$1.00         The options vest equally in three tranches on 16 October 2025, 16 October 2026  13 February 2035
                                                                                     and 16 October 2027.

 

* Mike Pompeo is the Executive Chairman and 50% shareholder of Impact
Investments LLC.

 

(c)   Sponsor Warrants over Class A Ordinary Shares:

 

 Name                        Conversion  Number of Sponsor Warrants held  Grant Date        Expiry Date       % of Sponsor Warrants held

                             Price
 Argentem Creek Partners LP  £5.34       1,693,243                        5 September 2024  5 September 2029  40.01%
 Artem Volynets              £5.34       336,817                          5 September 2024  5 September 2029  7.96 %

 

(d)   Public Warrants over Class A Ordinary Shares:

 

 Name                        Conversion  Number of Public Warrants held  Grant Date        Expiry Date       % Public Warrants held

                             Price
 Argentem Creek Partners LP  £5.34       1,829,171                       5 September 2024  5 September 2029  77.30%

 

 

(e)   Private Warrants over Class A Ordinary Shares:

 

 Name                                     Conversion  Number of Private Warrants held  Grant Date        Expiry Date       % of Private Warrants held

                                          Price
 Argentem Creek Partners LP               £5.34       2,537,501                        5 September 2024  5 September 2029  50.17%
 Lidya Madencilik Sanayi ve Ticaret A.S.  £5.34       1,994,039                        5 September 2024  5 September 2029  39.43%

 

 

 

 

 

Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

 Details of any indemnity or option arrangement, or any agreement or
 understanding, formal or informal, relating to relevant securities which may
 be an inducement to deal or refrain from dealing entered into by the party to
 the offer making the disclosure or any person acting in concert with it:

 Irrevocable commitments and letters of intent should not be included. If there
 are no such agreements, arrangements or understandings, state "none"

 None.

 

(b)        Agreements, arrangements or understandings relating to
options or derivatives

 

 Details of any agreement, arrangement or understanding, formal or informal,
 between the party to the offer making the disclosure, or any person acting in
 concert with it, and any other person relating to:

 (i)  the voting rights of any relevant securities under any option; or

 (ii) the voting rights or future acquisition or disposal of any relevant
 securities to which any derivative is referenced:

 If there are no such agreements, arrangements or understandings, state "none"

 None.

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

 Supplemental Form 8 (Open Positions)  No
 Supplemental Form 8 (SBL)             No

 

 

 Date of disclosure:  10 December 2025
 Contact name:        Artem Volynets, CEO
 Telephone number:    +44 7795 635478

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.

 

The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk
(http://www.thetakeoverpanel.org.uk) .

 

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