REG-IMC Exploration Group Plc: Proposed acquisition of Karaberd Mine

IMC ExplorationAnnouncement

15/04/2021 07:05

THIS ANNOUNCEMENT CONTAINS 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
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SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER,
INVITATION OR RECOMMENDATION TO PURCHASE, SELL OR SUBSCRIBE FOR ANY SECURITIES
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OR ACT AS AN INDUCEMENT TO ENTER INTO, ANY INVESTMENT ACTIVITY. A CIRCULAR AND
PROSPECTUS IN RELATION TO THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT WILL
BE PUBLISHED IN DUE COURSE.

15 April 2021

IMC EXPLORATION GROUP PLC

(“IMC”)

Proposed acquisition of Karaberd Mine

IMC is pleased to announce that it has conditionally agreed to purchase the
Karaberd Mine, a gold mine located in Lori Marz, northern Armenia. If the
proposed acquisition proceeds, it will take effect via the acquisition by IMC
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”), a transaction which is classified as a reverse takeover
pursuant to the Listing Rules made by the Financial Conduct Authority of the
United Kingdom ("FCA") (the "Listing Rules"), and the Irish Takeover Panel Act
1997, Takeover Rules 2013 (the “Takeover Rules”), which means that is it
subject to and conditional upon the granting of a waiver of the requirements
of Rule 9 of the Takeover Rules by the Irish Takeover Panel and the approval
of IMC's shareholders.

MVI holds the entire issued share capital in Assat, LLC (“Assat”). Assat
holds the operating licence in respect of the Karaberd Mine, together with an
ore-crushing production facility located near the site of the Karaberd Mine.

Application will be made to the FCA and the London Stock Exchange plc ("LSE"),
respectively, for that number of new ordinary shares in IMC ("New Ordinary
Shares") that will equate to 51% of the issued shares in IMC following the
Acquisition to be allotted and issued by IMC to the Seller as the initial
consideration pursuant to the Acquisition (the “Initial Consideration
Shares”) to be admitted to the standard segment of the Official List
maintained by the FCA ("Official List") and to trading on the LSE’s Main
Market for listed securities ("Main Market") (together, the “Admission”)
on completion of the Acquisition.

Further New Ordinary Shares may be allotted and issued by IMC to the Seller as
deferred consideration for the Acquisition on the achievement of certain
milestones specified in the framework agreement entered into on 14 April 2021
between IMC and the Seller in connection with the Acquisition (the
“Framework Agreement”).

The closing date of the Acquisition will be on or as soon as practicable after
the date on which IMC and the Seller notify each other of the satisfaction or
waiver of the Conditions (as set out below), and in any event by the fifth
business day following such notification.

Highlights

The Directors consider that the acquisition of the Karaberd Mine and the
development of the Karaberd ore-crushing facility would serve the existing
strategic direction of IMC while expanding the geographic scope of its
operations.

The Directors believe the Acquisition will deliver the following strategic and
financial benefits to the IMC Group:

·  It will be transformational for the Group, taking it from being a purely
junior mining exploration company to being both a mining exploration company
and a mining company.

·  It enlarges the geographical base of the Group and will give the Group
access to other potential exploration and mining opportunities, thus
facilitating accelerated growth of the Group.

·  It will greatly enhance the expertise within the Group, with the addition
of personnel with vast experience in exploration and mining.

·  It will give the Group the benefit of access to a polymetal
eco-production facility provider which in turn may be of value when seeking to
engage an eco-production processor for the Groups spoils and tailings
polymetal project in Avoca.

·  Following initial and successful production of crushed ore from the
Karaberd mine, the Group would then have a source of cash-flow.

·  Having a source of cash-flow should markedly improve the Group’s
ratings in the financial markets and accordingly enhance the Groups growth
prospects through greater access to capital.

·  An immediate financial benefit to the Groups working capital will be the
provision by the Seller of €20,000 per month over 24 months totalling
€480,000 over the two-year period.

·    The Group will have the further benefit of a Deposit of $650,000 paid
to China National Geological and Mining Corporation (“CGM”) by the Seller
should the Group wish either to complete or vary a proposed provision of an
Eco-Production Facility at Karaberd by CGM.

Consideration for the Acquisition

In summary, the Acquisition involves the issue of several tranches of shares
to the Seller, each tranche being conditional on the occurrence of certain
milestones. The issue of the Initial Consideration Shares to the Seller will
result in the Seller holding 51% of the enlarged issued share capital of IMC.
Subject to meeting successive milestones, further tranches may be issued which
could result in the Seller holding up to 59.17% of the issued share capital of
IMC (the Initial Consideration Shares together with any additional shares
issued as consideration following meeting the relevant milestones set out in
the Framework Agreement only as the “Consideration Shares”).

The Acquisition

·    The Acquisition is classified as a reverse takeover under the Listing
Rules and the Takeover Rules. Accordingly, the Acquisition is conditional
upon, among other matters, the approval of the IMC shareholders at a general
meeting of IMC proposed to be held on [projected date] (the “General
Meeting”) and the granting of a waiver of the requirement on the Seller to
make a general offer under to Rule 9 of the Takeover Rules by the Irish
Takeover Panel.

·    IMC expects to publish a combined circular and prospectus, including
the notice of General Meeting (the “Combined Circular and Prospectus”) –
such publication will take place as soon as possible.

·    The Board intends unanimously to recommend in the Combined Circular
and Prospectus that IMC shareholders vote in favour of the requisite
shareholder resolutions for the reasons mentioned above (the
“Resolutions”). The directors of IMC intend to vote in favour of the
Resolutions in respect of their own beneficial holdings, which amount to
approximately 4.62% of IMC’s issued share capital.

IMC current projects

To date, and based on the knowledge and experience of its existing directors
with strong geological backgrounds, IMC has focused on acquiring what it
considered highly prospective exploration licences in Ireland.  This has
resulted in IMC concentrating on two major projects, namely its spoils and
tailings polymetal project in Avoca, Wicklow, and its gold exploration project
in North Wexford.  IMC is also collaborating with the Raw Materials Group,
Trinity College, Dublin, in relation to characterising the gold-rich Kilmacoo
zone at IMC's Avoca Mine property in Co. Wicklow.

Commenting on the Acquisition, Eamon O’Brien, IMC Chairman, said:

I am very pleased, following comprehensive negotiations over the past year, to
be in a position to present to IMC’s shareholders a proposed Acquisition
that I believe will be transformational for IMC.

On becoming Chairman in May 2018, I saw my first task as that of working to
achieve a full listing for IMC on the Standard segment of the London Stock
Exchange’s Main Market. That was achieved on 8 July 2019.  This gave IMC a
higher profile and the ability to attract projects that would catalyse its
growth.

The proposed Acquisition will transform IMC by adding a mining project and
will generate cash-flow for IMC from both the monthly contribution to working
capital and future mining operations. Furthermore, the geographical reach of
IMC will be extended outside of Ireland which may lead to further
opportunities for growth of IMC.

A prospectus and circular will be issued in due course to IMC’s shareholders
setting out in detail all the aspects associated with this proposed
Acquisition.

This summary should be read in conjunction with the full text of this
announcement.

Enquiries:

 Keith, Bayley, Rogers & Co. Limited  Graham Atthill-Beck: +44 7506 43 41 07 Graham.Atthill-Beck@kbrl.co.uk Brinsley Holman: +44 7776 30 22 28 Brinsley.Holman@kbrl.co.uk  
 IMC Exploration Group plc            +353 85 233 6033                                                                                                                     

1              Introduction

Today, IMC announces that it has conditionally agreed to purchase the Karaberd
Mine, a gold mine located in Lori Marz, northern Armenia. If the Acquisition
proceeds, it will happen by way of acquisition by IMC of the entire issued
share capital of MVI from the Seller. As the Acquisition is a reverse takeover
pursuant to the FCA Listing Rules and the Irish Takeover Rules, it is subject
to and conditional upon approval of the IMC shareholders.

MVI holds the entire issued share capital of Assat. Assat holds the operating
licence in respect of the Karaberd Mine, together with an ore-crushing
production facility located near the site of the Karaberd Mine.

Application will be made to the FCA and the LSE, respectively, for Admission
of the Initial Consideration Shares on completion of the Acquisition.

Further New Ordinary Shares may be allotted and issued by IMC to the Seller as
deferred consideration for the Acquisition on the achievement of certain
milestones specified in the Framework Agreement.

The closing date of the Acquisition will be on or as soon as practicable after
the date on which IMC and the Seller notify each other of the satisfaction or
waiver of the Conditions (as set out below), and in any event by the fifth
business day following such notification.

The Karaberd Mine is located in the Lori Marz province in the Republic of
Armenia and is wholly owned by Assat.

Assat is a 100% subsidiary of MVI, which is a Czech-based limited liability
company established in 2020 for the purposes of the transaction contemplated
by the Framework Agreement, which does not own any other assets than 100% of
the issued shares in Assat.

MVI is a wholly-owned subsidiary of the Seller, which is a Czech law limited
liability company established in 2018 with gold exploration activities in the
region of eastern Europe and west Asia. The Seller is a member of a Czech
mining group controlled by the Czech joint-stock holding company Zlato a.s.
which is a leader in gold trading in the Czech market.

As the Acquisition is classified as a reverse takeover under the Listing Rules
and the Takeover Rules, the Acquisition is conditional upon, among other
matters, the approval of IMC's shareholders at the General Meeting.

The General Meeting will be convened in due course for IMC shareholders to
consider and, if thought fit, approve the Resolutions. The Resolutions will be
set out in the Combined Circular and Prospectus which will be published as
soon as possible.

2              Background and strategy

The terms of the Acquisition had been under negotiation between the Seller and
IMC since early 2020 and have been carefully considered by the directors of
all parties involved. The commercial rationale for the transactions
contemplated by the Framework Agreement is based on the following:

(i)     it represents a joint-venture of two junior mining companies with
activities in different geographical locations, resulting in the creation of a
substantial mining company with a stronger position on the market;

 (ii)   use of cash-flow provided by the Seller, being the new major
shareholder of IMC following the Acquisition, to expand the activities of IMC;

(iii)   the contribution of the Karaberd Mine to IMC, with the potential
significantly to increase the market capitalisation of IMC as enlarged by the
Acquisition;

(iv)   new business and exploration opportunities of IMC owing to Seller’s
mining projects in eastern Europe and west Asia; and

(v)    sharing of know-how, staff and resources in business activities of
the Seller and IMC resulting in cost efficiency improvements.

3              Summary information on IMC

IMC was incorporated on 27 June 2011 in Ireland and operates under the laws of
Ireland. It is a public limited company domiciled in Ireland. The LEI of IMC
is 2138006RYVS4BRW33C48.

IMC’s principal activity is prospecting for gold, silver, base metals and
barytes in Ireland, in accordance with the terms of the IMC Group’s five
exploration licences. The focus and objective of such prospecting is the
discovery of gold, silver and base metals with a view to establishing the
existence or otherwise of economically recoverable quantities of such metals.

4              Summary information on Karaberd Mine

The Karaberd Mine is located in the Lori Marz province of the Republic of
Armenia and is owned by Assat, together with the Karaberd Mine Operating
License that includes a permitted exploitation area, which is valid until
2024. Within the allotment, an area of 3.96 ha is currently licensed for
mineral extraction. The mineral resources estimate for the Karaberd Mine as at
20 May 2020 at a 0.8 g/t cut-off grade is as follows:

 Mineral Resource classification category  Tonnes (kt ( 1 ))  Bulk density (t/m (3))  Gold grade (g/t)  Silver grade (g/t)  Gold content (koz ( 2 ))  Silver content (koz)  
 Inferred                                       1,271.3                 2.5                  5.4               10.6                    221                     434          

 1  kilo-tonnes

 2  kilo-ounces

The geology and exploration activities and mineral resources in the Karaberd
Mine are described in detail in Competent Persons´ Report No. R261.2020 dated
25 June 2020 issued by CSA Global.

Assat is the sole owner of the Karaberd mine and the Karaberd Mine Operating
Licence granted by Armenian Ministry of Territorial Management and
Infrastructures, which authorises Assat to conduct exploration and mining
operations in the Mine. Assat has no assets other than those relating to the
Karaberd Mine and has no liabilities.

MVI which is the sole shareholder of Assat has been established under Czech
law in 2020 as special purpose vehicle purported to hold 100% shares in Assat.
This means that the transfer of MVI to IMC is governed by Czech law rather
than Armenian law. MVI has no assets other than 100% of the issued shares in
Assat and has no liabilities.

The Seller is the sole shareholder of MVI. The Seller is a Czech mining
company with activities in eastern Europe and west Asia and has, among others,
various interests in several mining projects in Armenia. The activities of the
Seller consist of exploration of prospective gold and silver deposits and
extraction of precious metals. The Seller is a member of a Czech mining group
controlled by the Czech joint-stock holding company Zlato a.s., which is a
leader in gold trading on the Czech market.

5              Summary of the key terms of the Acquisition

5.1           Framework Agreement

On 14 April 2021, IMC and the Seller entered into the Framework Agreement
under which IMC has agreed, on the terms and subject to the conditions of the
Framework Agreement, to acquire the entire issued share capital of MVI for the
consideration set out above.

The closing date of the Acquisition will be on or as soon as practicable after
the date on which IMC and the Seller notify each other of the satisfaction or
waiver of the Conditions (as set out below), and in any event by the fifth
business day following such notification.

5.2           Shareholder approvals

As noted above, since the Acquisition is classified as a reverse takeover
under the Listing Rules and the Takeover Rules, the Acquisition is conditional
upon, among other matters, the approval of IMC's shareholders at the General
Meeting.

The directors of IMC intend to vote in favour of the Resolutions in respect of
their own beneficial holdings, which amount to approximately 4.62% of the
issued shares in IMC.

5.3           Conditions

The obligation of the parties to complete the Acquisition as set out in the
Framework Agreement is subject to the satisfaction or the waiver of certain
conditions and their continuing satisfaction as at the closing date (the
“Conditions”), as summarised below:

1.        there being no warranty breaches which constitute a Material
Adverse Change (as defined below) with respect to IMC or MVI;

2.        IMC having obtained a conditional waiver from the Irish
Takeover Panel from the obligation to make a general offer under Rule 9 of the
Irish Takeover Rules;

3.        an announcement of the Acquisition having been made by IMC;

4.        the publication of the prospectus, having been filed with,
and approved, to the extent necessary by the Irish Takeover Panel and by the
FCA;

5.        the directors of IMC (and two persons nominated by the Seller
to be new directors of IMC) having signed and delivered responsibility
statements and having been approved for appointment to the board of directors
of IMC by IMC’s financial advisers;

6.        IMC having made applications for admission of the Initial
Consideration Shares to the Official List and Main Market;

7.        certain fees for such admission having been paid by IMC;

8.        IMC having obtained approval from its shareholders for (i)
the issue and allotment of the Consideration Shares to the Seller on a
non-preemptive basis, (ii) the waiver of the requirement for the Seller to
make a general offer pursuant to Rule 9 of the Takeover Rules, and (iii) and
the adoption of new articles of association on the closing date;

9.        the board of directors of IMC having resolved to (i) issue
and allot the Consideration Shares to the Seller, (ii) appoint two persons
nominated by the Seller as directors of IMC with effect from the closing date;

10.      MVI continuing to be sole shareholder of Assat;

11.      Assat continuing to be the sole owner of the Karaberd Mine, free
from encumbrances and to hold the Karaberd operating licence which shall be
current and in full force and effect and not subject to any action by Armenian
Ministry of Territorial Management and Infrastructures seeking revocation or
any qualification;

12.      MVI’s due diligence having been carried out to the
satisfaction of MVI (i.e. that no adverse finding gives rise to a Material
Adverse Change with respect to IMC);

13.      IMC’s due diligence having been carried out to the
satisfaction of IMC (i.e. that no adverse finding gives rise to a Material
Adverse Change with respect to MVI or the Karaberd Mine); and

14.      no Material Adverse Change having occurred with respect to IMC
or MVI.

A “Material Adverse Change” is defined in the Framework Agreement as,
inter alia, an event causing a material and adverse effect to the combined
Enlarged Group which cannot be remedied within a period of 180 days or without
the expenditure of €1,000,000 or less, excluding certain pandemic-related
events.

5.4           Financing the Acquisition

As above, the Acquisition involves the issue of several tranches of shares in
IMC to the Seller, each tranche being conditional on the happening of certain
events. The initial issue of a tranche of shares to the Seller will result in
the Seller holding 51% of the issued share capital of IMC. Subject to meeting
successive milestones, further tranches may be issued which could result in
the Seller holding up to 59.17% of the issued share capital of IMC.

5.5           Management and employees

The Board of IMC will be increased by the addition of two directors appointed
by the Seller.  From an operational point of view in Armenia, a country
manager, and a senior geologist, will become employees of Assat.  A mining
company has been sub-contracted to carry out the mining operations of the
Karaberd mine.  

5.6           Dividends

IMC has no intention to pay dividends.

5.7           Expected timetable of events

The Combined Circular and Prospectus containing further details on the
Acquisition, the Board's recommendation, and the notice of the General Meeting
and the Resolutions will be sent to IMC shareholders (other than IMC
shareholders with a registered address in certain excluded jurisdictions) as
soon as possible.

6              DEFINITIONS

“Board”                               The
board of directors of IMC.

“Completion”                     Completion of the
Acquisition.

“Enlarged Group”             The IMC Group as enlarged by the
Acquisition upon Completion.

“IMC Group”                      IMC together with
its subsidiaries and subsidiary undertakings.

“LSE”                                 
London Stock Exchange plc.

7              IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole
responsibility of IMC.

This announcement is not a prospectus. Investors are urged to read the
Combined Circular and Prospectus if, as and when it is published and, where
possible, to base any investment decisions on the information contained in
that document.

The purpose of this announcement is to disclose the Framework Agreement
entered into today between IMC and the Seller and to summarise it in
sufficient detail to give readers a clear picture of the Framework
Agreement’s terms and its significance in relation to the Acquisition. The
other information contained in this announcement is for background and
contextual purposes only and does not, for reasons which are explained in the
announcement, purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness. The delivery of this announcement
shall not create any implication that there has been no change in the affairs
of IMC or MVI since the date of this announcement or that the information in
this announcement is correct as at any time subsequent to its date. IMC may
issue further announcement(s) between the date of this announcement and the
publication of the Combined Circular and Prospectus to the extent that it
becomes aware of any matters affecting it or MVI which are liable to be
disclosed in accordance with the Market Abuse Regulation, the FCA's Disclosure
Guidance and Transparency Rules and/or the Listing Rules.

In consultation with their advisers and having regard to the content of this
announcement, the Listing Rules and the disclosure requirements under the
Market Abuse Regulation and the FCA's Disclosure Guidance and Transparency
Rules, the Directors of IMC have formed the view that it should not request
the FCA temporarily to suspend the listing of IMC’s shares, thereby causing
the cessation for the duration of such a suspension of trading in its shares
on the Main Market of the LSE.A copy of the Combined Circular and Prospectus
when published will be available from the registered office of IMC and on
IMC's website at https://www.imcexploration.com/ provided that the Combined
Circular and Prospectus will not, subject to certain exceptions, be available
to shareholders in certain excluded jurisdictions.

Neither the content of IMC's website nor MVI’s website, nor any website
accessible by hyperlinks on IMC's website or MVI’s website, is incorporated
in, or forms part of, this announcement.

This announcement is not to be published, distributed, forwarded or
transmitted, directly or indirectly, in or into the United States. The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession any document or other
information referred to herein comes should inform themselves about and
observe any such restriction and consult their professional advisers as
appropriate.

Any failure to comply with these restrictions may constitute a violation of
the securities laws of any such jurisdiction.

No Offer of Securities

This announcement does not contain or constitute an offer to sell or issue, or
the solicitation of an offer to buy, securities, including to any person in
the United States, Australia, Canada, South Africa, Japan, Hong Kong or in any
jurisdiction to whom or in which such offer or solicitation is unlawful. The
securities referred to herein may not be offered, sold, pledged, taken up,
exercised, resold, renounced, transferred or delivered, directly or
indirectly, into or within the United States absent registration under the US
Securities Act of 1933, as amended (the “Securities Act”) or an applicable
exemption from, or in a transaction not subject to, 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. The
securities referred to herein have not been approved, disapproved or
recommended by the US Securities and Exchange Commission, any state securities
commission in the United States or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits of the
offering of the securities referred to herein. Subject to certain exceptions,
the securities referred to herein may not be offered or sold in the United
States, Australia, Canada, South Africa, Japan or Hong Kong or to, or for the
account or benefit of, any national, resident or citizen of the United States,
Australia, Canada, South Africa, Japan or Hong Kong. There will be no public
offer of securities made in conjunction with the Acquisition discussed in this
announcement and to be more particularly described in the Combined Circular
and Prospectus.

No statement in this announcement is intended as a forecast of future
financial results and no statement in this announcement should be interpreted
to mean that the future financial performance, including earnings (losses) per
share, profits (losses), operating margins (losses), or cash flows of the
Enlarged Group will necessarily match or exceed the published historical
earnings (losses) per share, profits (losses), operating margins (losses) or
cash flows of IMC.

Keith, Bayley, Rogers & Co. Limited, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for IMC and for
no one else in connection with the matters described in this document,
including the Rule 9 Waiver, 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 arrangements described in this document, including
the Rule 9 Waiver.

Forward-looking Statements

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect IMC's current view with respect to future events and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to IMC's business, results of operations, financial
position, liquidity, prospects, growth, strategies, integration of the
business organisations and achievement of anticipated combination benefits in
a timely manner. Forward-looking statements speak only as of the date they are
made.

Such forward-looking statements are based on beliefs, expectations and
assumptions of IMC board and other members of senior management regarding
IMC's present and future business strategies, the timetable for integration of
MVI, the benefits to be derived from the Acquisition and the environment in
which IMC, MVI and/or, following Completion, the Enlarged Group will operate
in the future. Although the directors of IMC believe that these beliefs and
assumptions are reasonable, 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 or are beyond IMC's
control. IMC, MVI and/or, following Completion, the Enlarged Group's actual
operating results, financial condition, dividend policy and the development of
the industry in which they operate, as well as the benefits and combination
benefits actually received, may differ materially from the impression created
by the forward-looking statements contained in this announcement. In addition,
even if the operating results, financial condition and dividend policy of IMC,
MVI and/or, following Completion, the Enlarged Group, and the development of
the industry in which they operate, are consistent with the forward-looking
statements contained in this announcement, those results or developments may
not be indicative of results or developments in subsequent periods. Important
factors that could cause these differences include, but are not limited to,
general economic and business conditions, industry trends, competition,
changes in government and other regulation, including in relation to the
environment, health and safety and taxation, labour relations and work
stoppages, changes in political and economic stability and changes in business
strategy or development plans, difficulties encountered in integrating the two
organisations and/or achieving the anticipated combination benefits in a
timely manner and other risks.

You are advised to read this announcement and the Combined Circular and
Prospectus (if, as and when published) in their entirety for a further
discussion of the factors that could affect IMC’s and/or the Enlarged
Group's future performance. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements in this
announcement may not occur.

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.

The persons responsible for this announcement are the Directors of IMC.

END



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