REG-IMC Exploration Group Plc: Approval and Publication of Prospectus

IMC ExplorationAnnouncement

02/10/2023 07:15

THE DIRECTORS OF IMC EXPLORATION GROUP PLC CONSIDER THIS ANNOUNCEMENT TO
CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU)
NO. 596/2014 OF THE EUROPEAN PARLIAMENT AND THE COUNCIL OF 16 APRIL 2014 ON
MARKET ABUSE AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018 (THE "MARKET ABUSE REGULATION"). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE INFORMATION IS NOW CONSIDERED TO
BE IN THE PUBLIC DOMAIN.

 

IMC EXPLORATION GROUP PLC

 

("IMC" or the "Company")

 

APPROVAL AND PUBLICATION OF PROSPECTUS

 

DUBLIN: 2 October 2023 - IMC Exploration Group plc (LSE: IMC) is pleased to
announce that a prospectus dated 29 September 2023 (the "Prospectus") has been
approved by the UK Financial Conduct Authority (FCA) and published by the
Company. 

 

A copy of the Prospectus is available on the Company's website
https://www.imcexploration.com . In addition, a copy is being submitted to the
National Storage Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism .

 

Unless otherwise defined herein, capitalised terms used in this announcement
shall have the same meanings as those defined in the Prospectus.

 

The Prospectus has been produced in connection with the proposed acquisition
by the Company of the entire issued share capital of MVI Ireland s.r.o.
("MVI") from Mineral Ventures Invest spol. s r.o. (the "Seller"), (the
"Acquisition").  MVI holds the entire issued share capital in Assat, LLC
("Assat"), which holds the Karaberd Operating Licence in respect of the
Karaberd gold mine, located in northern Armenia, together with ore crushing
facilities located between Vanadzor and Karaberd.

 

The Acquisition is a reverse takeover pursuant to the FCA Listing Rules,
meaning that it is subject to and conditional upon approval of the Company's
shareholders.  Furthermore, the Irish Takeover Panel has granted a waiver of
the requirement arising for the Seller to make an offer for the entire issued
share capital of the Company under Rule 9 of the Irish Takeover Rules which
would arise on the Seller acquiring control of the Company on completion of
the Acquisition, subject to the approving resolution to be proposed at the EGM
being duly passed.

Accordingly, a Notice of Extraordinary General Meeting to take place on 26
October 2023 will shortly be despatched to shareholders.  The EGM will
consider, and, if thought fit, pass the Resolutions approving, inter alia, the
Acquisition and a waiver of Rule 9 of the Irish Takeover Rules. 

 

Subject to the Resolutions being passed by the EGM, Completion of the
Acquisition pursuant to the Framework Agreement is expected to occur on 2
November 2023.  Subject to the Acquisition becoming effective, 349,399,716
New Ordinary Shares will immediately be issued to the Seller.  Furthermore,
the Company has agreed to issue 9,406,856 New Ordinary Shares in consideration
for professional services rendered by members of the existing Board and others
(the "Fee Shares").  As at the Latest Practicable Date, the Company has in
issue 326,290,907 Ordinary Shares of €0.001 each.

 

The Prospectus relates to the application for 358,806,572 New Ordinary Shares
(the aggregate of the New Ordinary Shares to be issued to the Seller on
Completion plus the Fee Shares) to be admitted to the standard segment of the
FCA Official List and to trading on the London Stock Exchange's main market
for listed securities.  Admission of the New Ordinary Shares and readmission
of the Existing Ordinary Shares to the standard segment of the FCA Official
List and to trading on the LSE's main market for listed securities is expected
to occur, and dealings are expected to commence on the London Stock Exchange,
at 8:00 a.m. on 6 November 2023.

 

DEFERRED CONSIDERATION SHARES

Further Ordinary Shares may be allotted and issued by the Company to the
Seller as deferred consideration for the Acquisition on the achievement of
certain milestones (the First Additional Consideration Event and the Second
Additional Consideration Event) specified in the Framework Agreement, or upon
conversion of the Preference Shares (see below).  

 

Under the Framework Agreement, the First Additional Consideration Event shall
occur once IMC has reached a total market capitalisation of £100 million and
substantially retained that value for 90 days, in which case a further
68,509,748 Ordinary Shares shall be issued and allotted to the Seller; and the
Second Additional Consideration Event shall occur once IMC has reached a total
market capitalisation of £200 million and substantially retained that value
for 90 days, in which case a further 68,509,748 Ordinary Shares shall be
issued and allotted to the Seller.

 

The Framework Agreement provides that the number of Ordinary Shares to be
allotted to the Seller in relation to the First Additional Consideration Event
and the Second Additional Consideration Event may be adjusted arising from an
increase in the Market Capitalisation of IMC that can be fully attributed to
either (i) IMC's business activities commenced prior to the Closing Date and
such events occurring between the Closing Date and the First Adjustment Date
and between the First Adjustment Date and the Second Adjustment Date, as the
case may be, in particular but not limited to ore body discoveries on IMC's
Irish exploration licence territories which IMC holds before the Closing Date
or (ii) is based on other equity measures, such as e.g. issuance of shares to
shareholders other than MVI (or any of its controlled entities). Certain
defined terms used in this paragraph have the meanings given to them in the
Framework Agreement.

 

PREFERENCE SHARES

It is proposed, subject to the Resolutions being passed at the EGM, that the
share capital of the Company be amended by the creation of a new class of
preference share of €1.00 each in the capital of the Company, to facilitate
the subscription by the Seller for 1,500,000 Preference Shares on a phased
basis of €250,000 per month for the first six months after completion of the
Acquisition for an aggregate subscription amount of €1,500,000 pursuant to
the Subscription Agreement, which was entered into on 29 September 2023. The
purpose of the proposed Share Subscription is to provide the Company with
sufficient working capital for the next 12 months.

 

The Preference Shares, if allotted and issued, will entitle the holder thereof
to a preferential return of capital, in priority to any other class of shares
in the capital of the Company, on a return of capital or in the event of a
change of control in the Company. If allotted and issued, the Preference
Shares shall not entitle the holder thereof to vote or to a dividend. The
Preference Shares may be converted into Ordinary Shares at the option of
either the Seller or IMC. The €1,500,000 in Preference Shares, if all
converted into Ordinary Shares, would result in a maximum of a further
21,092,903 Ordinary Shares being allotted to the Seller.

 

CAUTIONARY NOTICES

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA") and not a
prospectus.  Interested parties are advised to read the Prospectus in its
entirety.

 

This announcement is for information purposes only and is not intended to and
does not constitute, or form part of, any offer or invitation to purchase,
subscribe for or otherwise acquire or dispose of, or any solicitation to
purchase or subscribe for or otherwise acquire or dispose of, any securities
in any jurisdiction. The information in this announcement does not purport to
be full or complete and may be subject to change without notice.

 

This announcement is not for release, publication or distribution, in whole or
in part, directly or indirectly, in, into or from any jurisdiction where to do
so would constitute a violation of the relevant securities laws of such
jurisdiction. This announcement does not purport to give legal, tax or
financial advice.

 

Except to the extent required by applicable laws and regulations, including
the Listing Rules of the FCA, each of IMC and Keith Bayley Rogers & Co.
Limited and their respective affiliates expressly disclaim any obligation or
undertaking to update, review or revise any forward-looking statement
contained in this announcement whether as a result of new information, future
developments or otherwise.

 

Keith Bayley Rogers & Co. Limited, which is authorised and regulated by the
FCA, is acting for IMC and for no one else in connection with this
announcement and the matters referred to herein, and accordingly will not be
responsible to any person other than IMC for providing the protections
afforded to customers of Keith Bayley Rogers & Co. Limited, or for providing
advice to any other person in relation to the announcement or the matters
referred to herein.

 

The directors of the Company accept responsibility for the contents of this
announcement.

 

Enquiries:

 

IMC Exploration Group plc

 

Eamon O'Brien

+353 87 6183024

 

Keith Bayley Rogers & Co. Limited (financial adviser to IMC Exploration Group
plc)

 

Brinsley Holman

brinsley.holman@kbrl.co.uk

+44 (0)7776 302 228

 

Stephen Clayson

stephen.clayson@kbrl.co.uk

+44 (0)7771 871 847



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