REG - Mkango Resources Ltd - PROPOSED FUNDRAISE OF APPROXIMATELY £10 MILLION
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RNS Number : 9095Y Mkango Resources Limited 31 March 2026
MKANGO RESOURCES LTD.
550 Burrard Street
Suite 2900
Vancouver
BC V6C 0A3
THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, AND THE
INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION,
RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES, AUSTRALIA, HONG KONG, THE REPUBLIC OF SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
THIS ANNOUNCEMENT, INCLUDING THE APPENDICES TO THIS ANNOUNCEMENT, IS FOR
INFORMATION PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE A PROSPECTUS, AN
OFFERING MEMORANDUM OR AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN
THE COMPANY. THIS ANNOUNCEMENT AND THE APPENDICES DO NOT CONSTITUTE OR
CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY
PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES OF THE
COMPANY IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, YOU SHOULD
READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDICES INCLUDING
APPENDIX II WHICH CONTAINS THE TERMS AND CONDITIONS OF THE PLACING.
31 March 2026
PROPOSED FUNDRAISE OF APPROXIMATELY £10 MILLION
Mkango Resources Ltd (AIM/TSX-V: MKA) (the "Company" or "Mkango") is pleased
to announce a proposed equity offering to raise gross proceeds of
approximately £10 million (equivalent to C$18,375,000) (the "Fundraise"). The
Fundraise comprises: (i) a placing to certain institutional and other
investors, to be carried out by way of an accelerated bookbuild; (ii) a
private placement to certain investors in Canada pursuant to the Listed Issuer
Financing Exemption (under Canadian securities laws) and to "qualified
institutional buyers" in the US; (iii) a separate retail offer in the UK; and
(iv) a direct subscription by certain investors outside of the US and Canada.
Proceeds from the Fundraise are expected to support the Company's growth
opportunities (a potential acquisition in Germany); capital expenditure
requirements at its UK and German operations; as well as for general corporate
purposes.
The Fundraise will be conducted via the issue of new common shares of no par
value in the capital of the Company ("Common Shares") and consists of:
· a non-pre-emptive placing (the "Placing") of new Common Shares
(the "Placing Shares") at price of 33 pence per Common Share (equivalent to
C$0.606375) (the "Placing Price");
· a non-pre-emptive private placement of new Common Shares at the
Placing Price (the "LIFE Offering Shares") to Canadian investors pursuant to
the Listed Issuer Financing Exemption (under applicable Canadian securities
laws) and to "qualified institutional buyers" in the US (the "LIFE Offering");
· a non-pre-emptive retail offer through Retail Book Limited
("RetailBook") for new Common Shares at the Placing Price (the "RetailBook
Offer Shares") to be made on terms outlined in a separate announcement (the
"Retail Offer"); and
· a direct subscription (the "Subscription") by certain investors
outside of Canada for new Common Shares (the "Subscription Shares" and
together with the Placing Shares, the LIFE Offering Shares, the RetailBook
Offer Shares, the "Offer Shares") pursuant to subscription agreements to be
entered into with the Company (the "Subscription Agreements").
The Placing is to be conducted by way of an accelerated bookbuild process (the
"Bookbuild") which will commence immediately following this Announcement and
will be subject to the terms and conditions set out in Appendix I to this
Announcement.
There is an offering document (the "Offering Document") related to the LIFE
Offering in Canada that can be accessed under the Company's profile at
www.sedarplus.ca and on the Company's website at www.mkango.ca. Prospective
investors in Canada should read the Offering Document before making an
investment decision.
The Subscription Shares will be subscribed for on the terms of the
Subscription Agreements, rather than pursuant to the terms and conditions of
the Placing or the LIFE Offering. No part of the Fundraise is being
underwritten.
Trading of the Common Shares on the TSX Venture Exchange ("TSX-V") was halted
as of 11.35 a.m. (Toronto time) today at the request of the Company, pending
the release of this Announcement. The trading halt will continue on the TSX-V
until 9.30 a.m. (Toronto time) on Wednesday 1 April 2026, at which time
trading of the Common Shares on the TSX-V is expected to continue in the
normal course during trading hours.
A further announcement confirming the closing of the Bookbuild, and the number
of Offer Shares to be issued pursuant to the Fundraise, is expected to be made
in due course.
William Dawes, CEO, commented:
"With strong foundations already in place, this Fundraise marks a significant
step forward in delivering our strategy to scale rare earth magnet making
across our plants in the UK and Germany.
We are uniquely positioned to capitalise on growing demand for sustainable,
secure supplies of rare earth magnets and this funding strengthens our ability
to execute on that opportunity. We look forward to delivering long-term value
for shareholders while supporting the global energy transition."
Rationale for the Fundraise
Background
The Fundraise is intended to accelerate the execution of Mkango's rare earth
magnet recycling strategy across the UK and Germany, positioning the Company
at the forefront of a rapidly growing and strategically critical market.
The Fundraise strengthens the Company's balance sheet and positions Mkango to
capitalise on increasing demand for sustainable, secure supply of rare earth
magnets which is being driven by the demand from data centres, electric
vehicles, renewable energy and supply chain security priorities.
Intended Use of Proceeds
The Company intends to utilise the net proceeds of the Fundraise as set out
below to support its growth opportunities (a potential acquisition in
Germany); for capital expenditure requirements at its UK and German operations
(including the required feasibility studies on the expansion of both of those
plants); and working capital.
Description of intended use of available funds Expected expenditure
Acquisition of synergistic German magnet business £4,330,000 (C$7,956,375)
Capital expenditure requirements of the German operations £2,700,000 (C$4,961,250)
Capital expenditure requirements of the UK operations £950,000 (C$1,745,625)
Working capital £2,020,000 (C$3,711,750)
Details of the Fundraise
Placing
Peel Hunt LLP ("Peel Hunt"), H & P Advisory Limited ("H&P") and
Alternative Resource Capital, a trading name of Shard Capital Partners LLP
("ARC") are acting as joint bookrunners in connection with the Placing
(together the "Joint Bookrunners" or the "Banks"). Red Cloud Securities Inc.
("Red Cloud") is acting as Canadian Adviser in respect of certain US investors
that may participate in the Placing. JUB Capital Management LLP ("JUB") is
acting as Corporate Finance Adviser to the Company in respect of introducing
certain investors to participate in the Placing.
The Placing is subject to the terms and conditions set out in Appendix I. The
Joint Bookrunners will immediately following this announcement commence a
bookbuilding process in respect of the Placing. The timing of the close of the
Bookbuild, the number of Placing Shares to be placed as well as allocation of
the Placing Shares will be agreed between the Joint Bookrunners and the
Company following the close of the Bookbuild. The results of the Fundraise
will be announced as soon as practicable following the close of the Bookbuild.
LIFE Offering
Concurrent with the Placing, the Retail Offer and the Subscription, subject to
compliance with applicable regulatory requirements and in accordance with
National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), the LIFE
Offering Shares that may be sold in Canada under the LIFE Offering will be
offered for sale to purchasers in British Columbia, Alberta, Saskatchewan and
Ontario, pursuant to the listed issuer financing exemption under Part 5A of NI
45-106, as amended by Coordinated Blanket Order 45-935 - Exemptions from
Certain Conditions of the Listed Issuer Financing Exemption (the "Listed
Issuer Financing Exemption"). LIFE Offering Shares issued under the Listed
Issuer Financing Exemption will not be subject to a hold period under Canadian
securities legislation. LIFE Offering Shares may also be offered for sale to
purchasers outside of Canada, including but not limited to "qualified
institutional buyers" in the United States, pursuant to one or more exemptions
from registration requirements of the United States Securities Act of 1933, as
amended.
Red Cloud, acting as Canadian Adviser, has been engaged to find subscribers
for the LIFE Offering Shares on a "best efforts" basis.
Retail Offer
Concurrent with the Placing, the LIFE Offering and the Subscription, there
will be a separate offer by the Company on the RetailBook platform of
RetailBook Offer Shares at the Placing Price to provide UK retail investors
with an opportunity to participate in the Fundraise. The Retail Offer will be
made on terms outlined in a separate announcement to be made shortly. For the
avoidance of doubt, the Retail Offer is not part of the Placing and is the
sole responsibility of the Company.
Subscription
Concurrent with the Placing, the LIFE Offering and the Retail Offer, the
Company will solicit subscribers under the Subscription by way of the
Subscription Agreements. JUB is acting as a Corporate Finance Adviser to the
Company in connection with introducing investors outside of Canada and the US
pursuant to the Subscription.
Prior to launch of the Fundraise, the Company consulted with a number of its
shareholders and other investors outside of Canada to gauge their feedback as
to the terms of and potential participation in the Placing. The Company's
Directors have concluded that the Fundraise, if completed, is in the best
interests of shareholders and wider stakeholders and will promote the
long-term success of the Company. The Placing is being structured through the
Bookbuild to minimise execution and market risk.
Application will be made (a) for the Offer Shares to be admitted to trading on
AIM; and (b) for the Fundraise to be conditionally accepted by the TSX-V,
subject to the Company satisfying all of the requirements of the TSX-V.
Subject to completion of the Bookbuild and the Placing, the LIFE Offering, the
Retail Offer, the Subscription, and receipt of TSX-V conditional acceptance,
it is anticipated that admission of the Offer Shares to AIM will become
effective at 8.00 a.m. (London time) and that the Offer Shares will also
commence trading on the TSX-V on 10 April 2026, subject to acceptance of the
TSX-V.
It is expected that settlement of the Offer Shares will occur on 10 April 2026
on a T+5 basis in accordance with the instructions given to the Joint
Bookrunners, the terms of the Offering Document, the terms of the Retail Offer
and the terms of the Subscription Agreements.
The Fundraise is conditional upon, among other things, the placing agreement
between the Company and the Banks becoming unconditional and not being
terminated in accordance with its terms.
The Offer Shares will, when issued, be credited as fully paid and rank pari
passu in all respects with the existing issued Common Shares of the Company,
including, without limitation, the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Unless otherwise stated, all amounts in this Announcement are based on an
exchange rate of £1:C$1.8375, being the closing exchange rate on the Bank of
Canada website on 30 March 2026.
Appendix I to this Announcement (which forms part of this Announcement) sets
out further information relating to the Bookbuild and the terms and conditions
of the Placing (and for the avoidance of doubt, not the LIFE Offering, the
Retail Offer or the Subscription). By choosing to participate in the Placing
and by making an oral or written and legally binding offer to subscribe for
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 in it, and to be providing
the representations, warranties, agreements, confirmations, acknowledgements
and undertakings contained in Appendix I.
Unless otherwise indicated, capitalised terms in this Announcement have the
meaning given to them in Appendix II.
Other Information - Pricing and cost data for 2027
The Company's pricing and cost data for 2027 for HyProMag Ltd, a UK company,
HyProMag GmBH, a German company, and HyProMag USA LLC, a US company is as
follows:
· average selling prices of US$55-65/kg (UK); US$60-70/kg (Germany)
and US$56.8/kg (US);
· associated costs are US$30-36/kg (UK); US$30-34/kg (Germany) and
US$22.3/kg (US).
This data is based on (a) a Nd metal price of US$159/kg; (b) operating costs
that are based on current input costs in UK and Germany (c) output volumes of
350 tonnes per annum (tpa) (UK), 750tpa (Germany) and 1,552tpa (USA); and (d)
the Company's currently proposed product mix at each location. 1
The person responsible for arranging release of this Announcement on behalf of
the Company is Alexander Lemon.
This Announcement contains information which, prior to its publication
constituted inside information for the purposes of Article 7 of the UK Market
Abuse Regulation.
(1)The principal assumptions used by the Company in preparing such data, and
the assumptions as to the average selling prices, operating costs and output
volumes include assumptions as to: feedstock type and prices; number of shifts
worked per week (and associated shift length); product mix sales (alloy power,
blocks, magnets with associated grades) gas and power costs. The material risk
factors which could cause actual results to differ materially from the
assumptions as to average selling prices, associated costs, output volumes and
proposed product mix at each location are: significant change in Nd metal
prices; an increase or decrease in operating costs; and material change in
output volumes of 350 tonnes per annum (tpa) (UK), 750tpa (Germany) and
1,552tpa (USA); and a change in the Company's currently proposed product mix
at each location These assumptions are "forward-looking information" within
the meaning of applicable Canadian securities laws, which are based upon the
Company's current internal expectations, estimates, projections, assumptions,
and beliefs. This forward-looking information is made only as of the date of
this news release other than the US data which is from the news release issued
by Mkango on December 15, 2025 and uses pricing data as of that date.
Forward-looking statements or forward-looking information are subject to a
variety of risks and uncertainties which could cause actual events or results
to differ materially from those reflected in the forward-looking statements or
forward-looking information.
Contacts:
Mkango Resources Ltd
William Dawes
Chief Executive Officer
will@mkango.ca (mailto:will@mkango.ca)
Alexander Lemon
President
alex@mkango.ca (mailto:alex@mkango.ca)
Canada: +1 403 444 5979
www.mkango.ca
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@MkangoResources
(https://nzkyv7ng.r.us-west-2.awstrack.me/L0/https:%2F%2Fnewsletter.adnetcms.com%2Fl%2FuEP892PahTLmRyDDplrZj2Ig%2Fmg763oUN892AH1xBmQL7akhCJw%2F1I6Cj4o763Rkdi60SAj763Ye892A/1/0101019c2c9a1ce6-2399c6a0-a8d1-4159-926b-47ffd47de667-000000/TwEjTEBp_Xt_koYbeRAmI60tSBs=465)
SP Angel Corporate Finance LLP
Nominated Adviser
Jeff Keating, Jen Clarke, Caroline Rowe, Devik Mehta
UK: +44 20 3470 0470
Peel Hunt LLP
Joint Bookrunner
Ross Allister, Emily Bhasin
Sohail Akbar, Nicolas Wilks, Ambika Bose
UK: +44 (020) 7418 8900
Alternative Resource Capital
Joint Bookrunner
Alex Wood, Keith Dowsing
UK: +44 (020) 4530 9160/77
H&P Advisory Limited
Joint Bookrunner
Andrew Chubb, Leif Powis, Jay Ashfield
UK: +44 20 7907 8500
Red Cloud Securities Inc.
Canadian Adviser
ecm@redcloudsecurities.com (mailto:ecm@redcloudsecurities.com)
JUB Capital Management LLP
Corporate Finance Adviser
Adam Dziubinski
UK: +44 20 8159 2558
Montfort Communications
Nick Miles, Ann-marie Wilkinson, Jack Hickman
UK: +44 (0)20 3514 0897
mkango@montfort.london (mailto:mkango@montfort.london)
About Mkango Resources Ltd.
Mkango is listed on the AIM and the TSX-V. Mkango's corporate strategy is to
become a market leader in the production of recycled rare earth magnets,
alloys and oxides, through its interest in Maginito, which is owned 79.4 per
cent by Mkango and 20.6 per cent by CoTec Holdings Corp ("CoTec"), and to
develop new sustainable sources of neodymium, praseodymium, dysprosium and
terbium to supply accelerating demand from electric vehicles, wind turbines
and other clean energy technologies.
Maginito holds a 100 per cent interest in HyProMag Limited and a 90 per cent
direct and indirect interest (assuming conversion of Maginito's convertible
loan) in HyProMag GmbH, focused on short loop rare earth magnet recycling in
the UK and Germany, respectively, and a 100 per cent interest in Mkango
Rare Earths UK Ltd ("Mkango UK"), focused on long loop rare earth magnet
recycling in the UK via a chemical route.
Maginito and CoTec are also rolling out HPMS recycling technology into the
United States via the 50/50 owned HyProMag USA LLC joint venture company.
Mkango also owns the advanced stage Songwe Hill rare earths project
in Malawi ("Songwe") and the proposed Pulawy rare earths separation project
in Poland ("Pulawy"). Both the Songwe and Pulawy projects have been selected
as Strategic Projects under the European Union Critical Raw Materials Act.
Mkango has signed a business combination agreement ("Business Combination
Agreement") with Crown PropTech Acquisitions ("CPTK") to list the Songwe
Hill and Pulawy rare earths projects on NASDAQ via a SPAC Merger under the
name Mkango Rare Earths Limited ("Proposed Business Combination").
For more information, please visit www.mkango.ca
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IMPORTANT NOTICES
This Announcement includes statements that are, or may be deemed to be,
"forward-looking statements" or "forward-looking information" (collectively,
"forward-looking statements"). These forward-looking statements can be
identified by the use of forward-looking terminology, including the terms
"anticipate", "believes", "expects", "continue", "could", "estimate",
"forecast", "intends", "may", "plan", "predicts", "projects", "should", "will"
and other similar expressions. They appear in a number of places throughout
this Announcement and include statements regarding the Company's and the
Directors' intentions, beliefs or current expectations concerning, amongst
other things, the assumptions as to average selling prices, associated costs,
metal price, operating costs, output volumes and currently proposed product
mix at each of its location, which are based upon the Company's current
internal expectations, estimates, projections, assumptions, and beliefs, the
results of the Fundraise, the issuance of the Offer Shares, the amount to be
raised pursuant to the Fundraise, the Company's prospects, growth and
strategy. By their nature, forward-looking statements are subject to numerous
risks and uncertainties that contribute to the possibility that predictions,
forecasts and projections and other forward-looking statements will not occur,
or that actual results will differ from such forward-looking statements. Such
risks and uncertainties include but are not limited to: satisfaction of the
conditions precedent included in the Placing Agreement and no termination
rights arising thereunder, satisfaction of the conditions precedent in the
Subscription Agreements and Investor Questionnaires to be submitted by
subscribers under the LIFE Offering, including payment of the subscription
proceeds required pursuant to such agreements, stock market volatility, the
risks of the ongoing war in the Middle East, the availability of (or delays in
obtaining) financing to develop the recycling plants in the UK, Germany and
the US, as well as Songwe Hill and the proposed separation plant in Poland,
governmental action and other market effects on global demand and pricing for
the metals and associated downstream products for which the Company is
exploring, researching and developing, the restrictions in place whilst
equipment and infrastructure is owned by the University of Birmingham, the
ability to scale the HPMS and chemical recycling technologies to commercial
scale, competitors having greater financial capability and effective competing
technologies in the recycling and separation business of the Company and
HyProMag, availability of scrap supplies for recycling activities,
governmental regulation (including the impact of environmental and other
regulations) on and the economics in relation to recycling and the development
of the recycling and separation plants of the Company and HyProMag, future
investments in the United States pursuant to the cooperation agreement between
Maginito and CoTec, the outcome and timing of the completion of the
feasibility studies, cost overruns, complexities in building and operating the
plants, the positive results of feasibility studies on the various proposed
aspects of the Company's, Maginito's and CoTec's activities, meeting
conditions to DFC funding commitment for Songwe, successful completion of the
transaction contemplated by the Business Combination Agreement with CPTK,
general economic conditions, industry conditions, volatility of commodity
prices, currency fluctuations, imprecision of reserve estimates, environmental
risks, changes in environmental, tax and royalty legislation, competition from
other industry participants, the lack of availability of qualified personnel
or management, stock market volatility, the ongoing war in the Middle East,
and ability to access sufficient capital from internal and external sources
and those risk factors identified in the Company's publicly filed disclosure
documents available at www.sedarplus.ca/landingpage.
The forward-looking statements in this Announcement may also include financial
outlooks and other forward-looking metrics relating to the Company. To the
extent any forward-looking statements in this Announcement constitute
"future-oriented financial information" or "financial outlooks" within the
meaning of applicable securities laws (collectively, "FOFI"), such information
is being provided to demonstrate the Company's internal projections and the
reader is cautioned that this information may not be appropriate for any other
purpose and the reader should not place undue reliance on such FOFI. FOFI, as
with forward-looking statements generally, are, without limitation, based on
the assumptions and subject to the risks and uncertainties set out above. The
Company's actual financial position and results of operations may differ
materially from management's current expectations and, as a result, the
Company's revenue and profitability may differ materially from the revenue and
profitability profiles provided in this Announcement. Such information is
presented for illustrative purposes only and may not be an indication of the
Company's actual financial position or results of operations.
Any forward-looking statements that the Company makes in this Announcement
speak only as of the date of such statement and (other than in accordance with
their legal or regulatory obligations) neither the Company, nor the Joint
Bookrunners nor SP Angel Corporate Finance LLP ("SP Angel") nor any of their
respective associates, directors, officers or advisers shall be obliged to
update or revise such statements, whether as a result of new information,
future events or otherwise, except as required by law. Comparisons of results
for current and any prior periods are not intended to express any future
trends or indications of future performance, unless expressed as such, and
should only be viewed as historical data.
SP Angel, which is authorised and regulated in the United Kingdom by the FCA,
is acting as Nominated Adviser exclusively for the Company and no one else in
connection with the contents of this Announcement and will not regard any
other person (whether or not a recipient of this Announcement) as its client
in relation to the contents of this Announcement nor will it be responsible to
anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed on SP Angel by the Financial Services and Markets Act 2000, as
amended ("FSMA") or the regulatory regime established thereunder, SP Angel
accepts no responsibility whatsoever, and makes no representation or warranty,
express or implied, as to the contents of this Announcement including its
accuracy, completeness or verification or for any other statement made or
purported to be made by it, or on behalf of it, the Company or any other
person, in connection with the Company and the contents of this Announcement,
whether as to the past or the future. SP Angel accordingly disclaims all and
any liability whatsoever, whether arising in tort, contract or otherwise (save
as referred to above), which it might otherwise have in respect of the
contents of this Announcement or any such statement. The responsibilities of
SP Angel as the Company's Nominated Adviser under the AIM Rules for Companies
and the AIM Rules for Nominated Advisers are owed solely to the London Stock
Exchange and are not owed to the Company or to any director or shareholder of
the Company or any other person, in respect of its decision to acquire shares
in the capital of the Company in reliance on any part of this Announcement, or
otherwise.
Each of the Banks are authorised and regulated in the United Kingdom by the
FCA and are acting as joint bookrunners exclusively for the Company and no one
else in connection with the Fundraise and will not regard any other person
(whether or not a recipient of this Announcement) as its client in relation to
the Fundraise or the contents of this Announcement, nor will it be responsible
to anyone other than the Company for providing the protections afforded to its
clients or for providing advice in relation to the contents of this
Announcement. Apart from the responsibilities and liabilities, if any, which
may be imposed by FSMA or the regulatory regime established thereunder, none
of the Banks accept responsibility whatsoever, or make any representation or
warranty, express or implied, as to the contents of this Announcement
including its accuracy, completeness or verification or for any other
statement made or purported to be made by it, or on behalf of it, the Company
or any other person, in connection with the Company and the contents of this
Announcement, whether as to the past or the future. Each of the Banks
accordingly disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it might
otherwise have in respect of the contents of this Announcement or any such
statement.
The information in this Announcement, which includes certain information drawn
from public sources, does not purport to be comprehensive and has not been
independently verified. The content of this Announcement has not been approved
by an authorised person within the meaning of the FSMA. Reliance on this
Announcement for the purpose of engaging in any investment activity may expose
an individual to a significant risk of losing all of the property or other
assets invested. 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 appropriate
independent financial adviser.
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA, the London
Stock Exchange, the TSX-V or any Canadian securities regulatory authority) in
relation to the Fundraise or Admission, except for the offering document
prepared in connection with the LIFE Offering.
In connection with the Placing, the Banks may release communications to the
market as to the extent to which the book is "covered". A communication that a
transaction is, or that the books are, "covered" refers to the position of the
order book at that time. It is not an assurance that the books will remain
covered, that the transaction will take place on any terms indicated or at
all, or that if the transaction does take place, the securities will be fully
distributed by the Banks.
This Announcement (including the Appendices) and the Terms and Conditions set
out herein (the "Announcement") are for information purposes only and are
directed only at persons whose ordinary activities involve them 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 (the "EEA"), persons who are qualified investors ("Qualified
Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the "EU Prospectus Regulation"); or (b) if in the United Kingdom, qualified
investors within the meaning of paragraph 15 of schedule 1 of the Public
Offers and Admissions To Trading Regulations 2024 (the "POATR"), who are also:
(i) persons who fall within the definition of "investment professionals" in
article 19(5) of The Financial Services And Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) persons who fall within
Article 49(2)(a) to (d) of the Order; or (iii) persons to whom they may
otherwise be lawfully communicated (all such persons together being referred
to as "Relevant Persons").
This Announcement must not be acted on or relied on (i) in any member state of
the EEA, by persons who are not Qualified Investors; or (ii) in the United
Kingdom, by persons who are not Relevant Persons. Any investment or investment
activity to which this Announcement relates is only available to (i) in any
member state of the EEA, Qualified Investors; and (ii) in the United Kingdom,
Relevant Persons, and will only be engaged in with such persons.
Persons distributing 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 to
inform themselves about, and to observe, any such restrictions.
This Announcement and the information contained herein is not for release,
publication or distribution, in whole or in part, directly or indirectly, in
or into the United States, Australia, Hong Kong, the Republic of South Africa,
Japan or any other jurisdiction in which such release, publication or
distribution would be unlawful.
This Announcement has been issued by and is the sole responsibility of the
Company. This Announcement does not itself constitute or form part of an offer
for sale or subscription of any securities in the Company in any jurisdiction
including, without limitation, the United States or any other Restricted
Territory. There will be no public offer of the Placing Shares in the United
Kingdom, the United States, Canada any other Restricted Territory or
elsewhere.
The Offer Shares have not been and will not be registered under the U.S.
Securities Act of 1933, as amended, or under the securities laws of, or with
any securities regulatory authority of, any state or other jurisdiction of the
United States, and may not be offered, sold, pledged, taken up, exercised,
resold, transferred or delivered, directly or indirectly, within, into or in
the United States absent registration under the US Securities Act or pursuant
to an exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act and in compliance with any applicable
securities laws of any state or other jurisdiction of the United States. The
Fundraise is being made (a) outside the United States in "offshore
transactions" as defined in, and pursuant to, Regulation S under the US
Securities Act; and (b) in the United States only to persons reasonably
believed to be "qualified institutional buyers" as defined in rule 144A of the
US Securities Act pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and
applicable state securities laws.
The Offer Shares have not been qualified for distribution by prospectus in
Canada and may not be offered or sold in Canada except pursuant to a Canadian
prospectus or prospectus exemption. The Placing Shares, the Subscription
Shares and the RetailBook Offer Shares will be subject to resale (hold)
restrictions in Canada for a period of four months and one day from the date
of issuance of such shares. Any resale of the Placing Shares, the
Subscription Shares and the RetailBook Offer Shares in Canada or to a Canadian
must be made in accordance with such resale restrictions or in reliance on an
available exemption therefor. The LIFE Offering Shares will not be subject to
a hold period under Canadian securities laws as they are being issued under
the Listed Issuer Financing Exemption.
Purchasers of Placing Shares and Subscription Shares are, by purchasing the
Placing Shares and the Subscription Shares, deemed to represent and warrant to
the Company that they are not in Canada, are purchasing the Placing Shares and
the Subscription Shares with investment intent and not with a view to
distribution in Canada.
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 the Joint Bookrunners or by any of its affiliates or agents 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
interested party or its advisers, and any liability therefore is expressly
disclaimed.
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.
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) (i) EU Directive 2014/65/EU on markets in financial instruments,
as amended, ("MiFID II"); (ii) Articles 9 and 10 of Commission Delegated
Directive (EU) 2017/593 supplementing MiFID II; and (iii) local implementing
measures (together, the "MiFID II Product Governance Requirements"); and (b)
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements" and, together with the MiFID II Product
Governance Requirements, the "Product Governance Requirements"), and
disclaiming all and any liability, whether arising in tort, contract or
otherwise, which any "manufacturer" (for the purposes of the Product
Governance Requirements) may otherwise have with respect thereto, the Placing
Shares have been subject to a product approval process, which has determined
that such Placing Shares are: (a) compatible with an end target market of
retail investors and investors who meet the criteria of professional clients
and eligible counterparties, each as defined in MiFID II or the FCA Handbook
Conduct of Business Sourcebook ("COBS") (as applicable); and (b) eligible for
distribution through all distribution channels as are permitted distribution
by MiFID II or the FCA Handbook Product Intervention and Product Governance
Sourcebook (as applicable) (the "Target Market Assessment"). Notwithstanding
the Target Market Assessment, Distributors (for the purposes of the Product
Governance Requirements) should note that: the price of the Placing Shares may
decline and investors could lose all or part of their investment; the Placing
Shares offer no guaranteed income and no capital protection; and an investment
in the 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 the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Placing. Furthermore, it
is noted that, notwithstanding the Target Market Assessment, the Banks 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 MiFID
II or the 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 Placing Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Placing Shares and determining appropriate
distribution channels.
APPENDIX I
TERMS AND CONDITIONS OF THE PLACING FOR INVITED PLACEES ONLY
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET
OUT HEREIN (THE "ANNOUNCEMENT") ARE FOR INFORMATION PURPOSES ONLY AND ARE
DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM 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 (THE "EEA"), PERSONS WHO ARE QUALIFIED INVESTORS ("QUALIFIED
INVESTORS") WITHIN THE MEANING OF ARTICLE 2(E) OF REGULATION (EU) 2017/1129
(THE "EU PROSPECTUS REGULATION"); OR (B) IF IN THE UNITED KINGDOM, QUALIFIED
INVESTORS WITHIN THE MEANING OF PARAGRAPH 15 OF SCHEDULE 1 OF THE PUBLIC
OFFERS AND ADMISSIONS TO TRADING REGULATIONS 2024 (THE "POATR"), WHO ARE ALSO:
(I) PERSONS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER"); (II) PERSONS WHO FALL WITHIN
ARTICLE 49(2)(A) TO (D) OF THE ORDER; OR (III) PERSONS TO WHOM THEY MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS").
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN ANY MEMBER STATE OF
THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS; OR (II) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS ONLY AVAILABLE TO (I) IN ANY
MEMBER STATE OF THE EEA, QUALIFIED INVESTORS; AND (II) IN THE UNITED KINGDOM,
RELEVANT PERSONS, AND WILL ONLY BE ENGAGED IN WITH SUCH PERSONS.
PERSONS DISTRIBUTING 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 TO
INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG, THE REPUBLIC OF SOUTH AFRICA,
JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE OR FORM PART OF AN OFFER FOR SALE
OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY IN ANY JURISDICTION
INCLUDING, WITHOUT LIMITATION, THE UNITED STATES OR ANY OTHER RESTRICTED
TERRITORY (AS DEFINED BELOW). THERE WILL BE NO PUBLIC OFFER OF THE PLACING
SHARES IN THE UNITED KINGDOM, THE UNITED STATES, ANY OTHER RESTRICTED
TERRITORY OR ELSEWHERE.
THE OFFER SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US
SECURITIES ACT OF 1933, AS AMENDED (THE "US SECURITIES ACT"), OR UNDER THE
SECURITIES LAWS OF, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF, ANY STATE
OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD,
PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, WITHIN, INTO OR IN THE UNITED STATES ABSENT REGISTRATION UNDER THE
US SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES. THE FUNDRAISE IS BEING MADE (A) OUTSIDE THE
UNITED STATES IN "OFFSHORE TRANSACTIONS" AS DEFINED IN, AND PURSUANT TO,
REGULATION S UNDER THE US SECURITIES ACT; AND (B) IN THE UNITED STATES ONLY TO
PERSONS REASONABLY BELIEVED TO BE "QUALIFIED INSTITUTIONAL BUYERS" AS DEFINED
IN RULE 144A OF THE US SECURITIES ACT PURSUANT TO AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS.
NO PROSPECTUS OR OFFERING MEMORANDUM HAS BEEN PREPARED OR FILED WITH ANY
SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN CANADA IN CONNECTION
WITH THE PLACING, NO SECURITIES COMMISSION OR SIMILAR REGULATORY AUTHORITY IN
CANADA HAS MADE ANY FINDING OR DETERMINATION AS TO THE MERIT FOR INVESTMENT
IN, OR MADE ANY RECOMMENDATION OR ENDORSEMENT WITH RESPECT TO, THE PLACING.
ANY SECURITIES OFFERED IN CONNECTION WITH THE PLACING MAY NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, IN CANADA. PURCHASERS OF ANY PLACING SHARES ARE
ADVISED TO SEEK LEGAL ADVICE PRIOR TO ANY RESALE OF THE COMPANY'S SECURITIES.
NO PLACEMENT DOCUMENT, PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION ("ASIC") IN RELATION TO THE PLACING. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE A PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER
DISCLOSURE DOCUMENT UNDER THE CORPORATIONS ACT 2001 (THE "CORPORATIONS ACT")
AND DOES NOT PURPORT TO INCLUDE THE INFORMATION REQUIRED FOR A PROSPECTUS,
PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE DOCUMENT UNDER THE
CORPORATIONS ACT. ANY OFFER IN AUSTRALIA OF THE PLACING SHARES MAY ONLY BE
MADE TO PERSONS WHO ARE "SOPHISTICATED INVESTORS" (WITHIN THE MEANING OF
SECTION 708(8) OF THE CORPORATIONS ACT), "PROFESSIONAL INVESTORS" (WITHIN THE
MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT) OR OTHERWISE PURSUANT TO
ONE OR MORE EXEMPTIONS CONTAINED IN SECTION 708 OF THE CORPORATIONS ACT SO
THAT IT IS LAWFUL TO OFFER THE PLACING SHARES WITHOUT DISCLOSURE TO INVESTORS
UNDER CHAPTER 6D OF THE CORPORATIONS ACT (TOGETHER, THE "EXEMPT INVESTORS").
THE PLACING SHARES MAY NOT BE OFFERED FOR SALE IN AUSTRALIA IN THE PERIOD OF
12 MONTHS AFTER THE DATE OF ALLOTMENT UNDER THE PLACING, 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 OTHERWISE OR WHERE THE OFFER IS PURSUANT TO A
DISCLOSURE DOCUMENT WHICH COMPLIES WITH CHAPTER 6D OF THE CORPORATIONS ACT.
ANY PERSON ACQUIRING PLACING SHARES MUST OBSERVE SUCH AUSTRALIAN ON-SALE
RESTRICTIONS.
THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AUTHORISED BY THE HONG KONG
SECURITIES AND FUTURES COMMISSION. THIS ANNOUNCEMENT HAS NOT BEEN REVIEWED OR
APPROVED BY ANY REGULATORY AUTHORITY IN HONG KONG. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO THE PUBLIC IN HONG KONG TO ACQUIRE THE
PLACING SHARES. ACCORDINGLY, UNLESS PERMITTED BY THE SECURITIES LAWS OF HONG
KONG, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE,
THIS ANNOUNCEMENT OR ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE
PLACING SHARES, WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR
THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC IN HONG
KONG OTHER THAN IN RELATION TO THE PLACING SHARES THAT ARE INTENDED TO BE
DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL
INVESTORS" (AS SUCH TERM IS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE OF
HONG KONG (CAP. 571, LAWS OF HONG KONG) AND THE SUBSIDIARY LEGISLATION MADE
THEREUNDER) ("HK PROFESSIONAL INVESTOR").
THE OFFER OF THE PLACING SHARES IS PERSONAL TO THE PERSONS WHO ARE INVITED TO
AND WHO CHOOSE TO PARTICIPATE IN THE PLACING BY OR ON BEHALF OF THE COMPANY,
AND A SUBSCRIPTION FOR THE PLACING SHARES WILL ONLY BE ACCEPTED FROM SUCH
PERSON. NO PERSON TO WHOM A COPY OF THIS ANNOUNCEMENT IS ISSUED MAY CIRCULATE
OR DISTRIBUTE THIS ANNOUNCEMENT IN HONG KONG OR MAKE OR GIVE A COPY OF THIS
ANNOUNCEMENT TO ANY OTHER PERSON.
IN SINGAPORE, THE PLACING SHARES ARE BEING OFFERED ONLY TO (I) INSTITUTIONAL
INVESTORS (AS DEFINED IN SECTION 274 OF THE SECURITIES AND FUTURES ACT, 2001
OF SINGAPORE (AS MODIFIED OR AMENDED FROM TIME TO TIME) (THE "SFA")); AND (II)
RELEVANT PERSONS PURSUANT TO SECTION 275(1) OF THE SFA, OR PERSONS PURSUANT TO
SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTIONS
275 AND 276 OF THE SFA.
THE PLACING SHARES, THE SUBSCRIPTION SHARES AND THE RETAILBOOK OFFER SHARES
ARE SUBJECT TO A FOUR-MONTH AND ONE DAY HOLD PERIOD FROM THE DATE OF ISSUE
PURSUANT TO WHICH THEY MAY NOT BE SOLD IN, OR TO CANADA, OTHER THAN PURSUANT
TO A PROSPECTUS OR A PROSPECTUS EXEMPTION UNDER APPLICABLE CANADIAN SECURITIES
LAWS. EVERY PERSON ACQUIRING SUCH SHARES MUST OBSERVE SUCH CANADIAN ON-SALE
RESTRICTIONS.
EACH PLACEE IS ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. EACH
PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES.
Defined terms used in this Appendix are set out in Appendix II.
This Announcement, and the information contained herein, is restricted and is
not for release, publication or distribution, in whole or in part, directly or
indirectly, to persons in or into the United States, Australia, Japan, the
Republic of South Africa, Hong Kong or any other jurisdiction in which the
release, publication or distribution of this Announcement and/or an offer to
issue or sell, or the solicitation of an offer to acquire, purchase or
subscribe for, the Placing Shares is unlawful (each a "Restricted Territory").
The release, publication or distribution of this Announcement and the Placing
and/or the offer or sale of the Placing Shares in certain jurisdictions may be
restricted by law. No action has been taken by the Company, H&P Advisory
Limited ("H&P"), Peel Hunt LLP ("Peel Hunt") and Alternative Resource
Capital, a trading name of Shard Capital Partners LLP ("ARC") , together , the
"Joint Bookrunners" or the "Banks") or any of their respective Affiliates or
any of its or their respective agents, directors, officers or employees
(collectively "Representatives") which would permit an offer of the Placing
Shares or possession or distribution of this Announcement or any other
offering or publicity material relating to such Placing Shares in any
jurisdiction where action for that purpose is required.
Any offers of the Placing Shares in the EEA or the United Kingdom will be made
pursuant to an exemption under the EU Prospectus Regulation or the POATR, as
applicable, from the requirement to produce a prospectus.
The Placing has not been approved and will not be approved or disapproved by
the US Securities and Exchange Commission, any state securities commission in
the United States or any other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the merits of
the 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 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.
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 Bank, any of its Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them as to or in
relation to, the accuracy, completeness or sufficiency 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.
Each Bank is acting exclusively for the Company and no-one else in connection
with the Placing and is not, and will not be, responsible to anyone (including
the Placees) other than the Company for providing the protections afforded to
its clients nor for providing advice in relation to the Placing and/or any
other matter referred to in this Announcement.
None of the Company nor any Bank nor any of their respective Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them 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 with its own advisers as to legal, tax, business, financial and
related aspects of an investment in the Placing Shares.
Persons who are invited to and who choose to participate in the Placing (and
any person acting on such person's behalf) by making an oral or written offer
to subscribe for Placing Shares, including any individuals, funds or others on
whose behalf a commitment to subscribe for Placing Shares is given (the
"Placees") will (i) be deemed to have read and understood this Announcement in
its entirety; and (ii) be participating and making such offer and subscribing
for Placing Shares on the terms and conditions contained in this Appendix (the
"Terms and Conditions"), including being deemed to be providing (and shall
only be permitted to participate in the Placing on the basis that they have
provided) the representations, warranties, undertakings, agreements,
acknowledgments, confirmations and indemnities contained in this Appendix.
In particular, each such Placee represents, warrants, undertakes, agrees and
acknowledges that:
1. it will subscribe for, hold, manage or dispose
of any Placing Shares that are allocated to it for the purposes of its
business;
2. if it is in a member state of the EEA, it is a
Qualified Investor;
3. if it is in the United Kingdom, it is a
Relevant Person;
4. if it is in Australia, it is either a (i)
"sophisticated investor" (within the meaning of section 708(8) of
the Corporations Act 2001 of the Commonwealth of Australia (the
"Corporations Act")); (ii) a "professional investor" (within the meaning of
section 708(11) of the Corporations Act); or (iii) are able to satisfy one or
more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;
5. if it is in Singapore, it is either (i) an
institutional investor under Section 274 of the Securities and Futures Act,
2001 of Singapore (the "SFA"), as modified or amended from time to time,
including by any subsidiary legislation as may be applicable at the relevant
time; or (ii) a relevant person pursuant to Section 275(1) of the SFA, or a
person pursuant to Section 275(1A), and in accordance with the conditions
specified in Sections 275 and 276 of the SFA;
6. if it is in Hong Kong, it is a HK Professional
Investor;
7. it is not in Canada;
8. it is subscribing for Placing Shares for its
own account or is subscribing for 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, undertakings, agreements,
acknowledgments and indemnities contained in this Appendix;
9. if it is a financial intermediary, as that term
is used in Article 5(1) of the EU Prospectus Regulation or Regulation 7(4) of
the POATR (as applicable), it understands the resale and transfer restrictions
set out in this Appendix and that the Placing Shares subscribed for by it in
the Placing will not be subscribed for on a non-discretionary basis on behalf
of, nor will they be subscribed for with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of securities to the
public other than an offer or sale in a member state of the EEA to Qualified
Investors, in the United Kingdom to Relevant Persons, or in circumstances in
which the prior consent of the Joint Bookrunners has been given to each
proposed offer or resale;
10. it is and, at the time the Placing Shares are
subscribed for, will be, (i) outside the United States and subscribing for the
Placing Shares in an "offshore transaction" as defined in, and pursuant to,
Regulation S under the US Securities Act; and not acquiring any of the Placing
Shares as a result of any form of Directed Selling Efforts or (ii) a
"qualified institutional buyer" as defined in Rule 144A of the US Securities
Act that has executed and delivered, or will execute and deliver, a US
Investor Letter; and (b) subscribing for the Placing Shares pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the US Securities Act, acknowledging that the Placing Shares
have not been, and will not be, registered under the US Securities Act or with
any state or other jurisdiction of the United States;
11. the Placing Shares sold in the United States will
be "restricted securities" as defined in Rule 144 of the US Securities Act;
and
12. the Company and the Banks will rely upon the truth
and accuracy of, and compliance with, the foregoing representations,
warranties, undertakings, agreements and acknowledgements in addition to those
described elsewhere in this Appendix.
Bookbuild
Following this Announcement, the Banks will commence the Bookbuild to
determine demand for participation in the Placing by Placees. No commissions
will be paid to Placees or by Placees in respect of any Placing Shares. The
book will open with immediate effect.
The Joint Bookrunners and the Company shall be entitled to effect the Placing
by such alternative method to the Bookbuild as they may, in their sole
discretion, determine.
Details of the Placing Agreement and of the Placing Shares
H&P, Peel Hunt and ARC are acting as joint bookrunners in connection with
the Placing. The Banks are not acting for the Company with respect to the
Retail Offer.
The Banks have today entered into an agreement with the Company (the "Placing
Agreement") under which, subject to the conditions set out therein, each Bank
has severally (and not jointly nor jointly and severally) agreed, each as
agent for and on behalf of the Company, to use its reasonable endeavours to
procure Placees for the Placing Shares at the Placing Price in such number to
be determined following completion of the Bookbuild. The final number of
Placing Shares will be determined by the Company and the Joint Bookrunners at
the close of the Bookbuild and will be set out in the executed terms of the
Placing (the "Terms of Placing"). The timing and closing of the book and
allocations are at the discretion of the Company and the Joint Bookrunners.
The number of Placing Shares will be announced as soon as practicable after
the close of the Bookbuild.
The Offer Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing Common Shares, including the
right to receive all dividends and other distributions declared, made or paid
in respect of the Common Shares after the date of issue. The Offer Shares will
be issued free of any encumbrances, liens or other security interests.
Applications for admission to trading
Application will be made (a) for the Placing Shares to be admitted to trading
on AIM; and (b) for the Placing to be conditionally accepted by the TSX-V,
subject to the Company satisfying all of the requirements of the TSX-V.
It is expected that admission of the Placing Shares to AIM ("Admission") will
become effective at 8.00 a.m. (London time) on 10 April 2026 or such later
time and date (being not later than 8.00 a.m. (London time) on the Long Stop
Date) as the Joint Bookrunners and the Company may agree. It is expected that
the Placing Shares will also commence trading on the TSX-V on 10 April 2026,
subject to acceptance of the TSX-V.
Participation in, and principal terms of, the Placing
1. The Banks are arranging the Placing severally
(and not jointly nor jointly and severally) as agents of the Company.
2. Participation in the Placing will only be
available to persons who may lawfully be, and are, invited to participate by a
Bank. Each Bank and its Affiliates are entitled to enter bids in the Bookbuild
and participate in the Placing as principal.
3. The Bookbuild, if successful, will establish
the number of Placing Shares to be issued at the Placing Price and will be
agreed between the Joint Bookrunners and the Company following completion of
the Bookbuild. The number of Placing Shares will be announced on a Regulatory
Information Service following the completion of the Bookbuild.
4. To bid in the Bookbuild, prospective Placees
should communicate their bid by telephone or in writing to their usual sales
contact at one of the Banks. Each bid should state the number of Placing
Shares which the prospective Placee wishes to subscribe for at the Placing
Price. Bids may be scaled down by the Joint Bookrunners on the basis referred
to in paragraph 8 below.
5. 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
consent of the Joint Bookrunners, 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 Bank, to pay the relevant Bank (or as it may direct), as agent of the
Company, in cleared funds an amount equal to the product of the Placing Price
and the number of Placing Shares that such Placee has agreed to subscribe for.
Each Placee's obligations will be owed to the Company and the relevant Bank.
The Company shall, conditional on Admission, allot such Placing Shares to each
Placee following such Placee's payment to the relevant Bank of such amount.
6. The Bookbuild will commence on the release of
this Announcement and is expected to close no later than 7.00 a.m. (London
time) on 1 April 2026, but may be closed earlier or later at the discretion of
the Joint Bookrunners. The Joint Bookrunners may, in agreement with the
Company, accept bids that are received after the Bookbuild has closed.
7. Each prospective Placee's allocation will be
agreed between the Company and the Joint Bookrunners and will be confirmed to
prospective Placees orally or in writing by the relevant Bank, as agent of the
Company, following the close of the Bookbuild and an electronic contract note
or trade confirmation will be dispatched as soon as possible thereafter.
Subject to paragraph 5 above, the relevant Bank's oral or written confirmation
to such prospective Placee will constitute an irrevocable legally binding
commitment upon such person (who will at that point become a Placee) in favour
of such Bank and the Company, under which such Placee agrees to subscribe for
the number of Placing Shares allocated to it and to pay the Placing Price for
each such Placing Share on the Terms and Conditions and in accordance with the
Company's articles of incorporation and by-laws.
8. Subject to paragraphs 4 and 7 above, the
Company will agree with the Joint Bookrunners the identity of the Placees and
the basis of allocation of the Placing Shares and may scale down any bids for
this purpose on such basis as it may determine. Notwithstanding paragraphs 4
and 7 above, Placing Shares may be allocated (i) after the Bookbuild has
closed to any person submitting a bid after that time; and (ii) after the time
of any initial allocation to any person submitting a bid after that time. The
Company reserves the right (upon agreement with the Joint Bookrunners) to
increase (or seek to reduce) the amount to be raised pursuant to the Placing.
The acceptance of bids shall be at the absolute discretion of the Joint
Bookrunners, subject to the prior consent of the Company.
9. Except as required by law or regulation, no
press release or other announcement will be made by a Bank 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.
10. Irrespective of the time at which a Placee's
allocation(s) pursuant to the Placing is/are confirmed, settlement for all
Placing Shares to be subscribed for pursuant to the Placing will be required
to be made at the same time, on the basis explained below under "Registration
and settlement".
11. All obligations under the Bookbuild and the
Placing will be subject to fulfilment or (where applicable) waiver of the
conditions referred to below under "Conditions of the Placing" and to the
Placing not being terminated on the basis referred to below under "Termination
of the Placing Agreement".
12. By participating in the Bookbuild, each Placee
agrees that its rights and obligations in respect of the Placing will
terminate only in the circumstances described below and will not be capable of
rescission or termination by the Placee after confirmation (oral or otherwise)
by a Bank.
13. To the fullest extent permissible by law, no Bank,
the Company, nor any of their respective Affiliates nor any of their
respective Representatives nor any person acting on behalf of any of them
shall have any responsibility or liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in connection with
the Placing, the Placing Shares or otherwise. In particular, no Bank, the
Company, nor any of their respective Affiliates nor any of their respective
Representatives nor any person acting on behalf of any of them shall have any
responsibility or liability (including to the fullest extent permissible by
law, any fiduciary duties) in respect of the conduct of the Bookbuild or of
such alternative method of effecting the Placing as each of the Joint
Bookrunners, their Affiliates and the Company may agree.
Conditions of the Placing
The Placing is conditional upon the Placing Agreement becoming unconditional
and not having been terminated in accordance with its terms. The obligations
of the Banks under the Placing Agreement are conditional on (but not limited
to) the following:
(a) the Terms of Placing having been executed by the Company and the
Banks;
(b) the Company having complied with its obligations under the Placing
Agreement relating to delivery of documents, application for admission and
registration of the Placing Shares;
(c) the warranties given by the Company contained in the Placing Agreement
being true and accurate: (i) as at the date of the Placing Agreement; and
(ii) as at the date of Admission, in each case, as though they had been given
and made at such times and on such dates by reference to the facts and
circumstances then existing;
(d) none of the Joint Bookrunners having terminated the Placing Agreement
before Admission in accordance with its terms;
(e) conditional acceptance of the TSX-V having been obtained by the
Company with respect to the issue by the Company of the Offer Shares;
(f) in the good faith opinion of the Joint Bookrunners (acting jointly),
there not having been any Material Adverse Change at any time prior to
Admission or there is a fact, circumstance or development reasonably likely to
result in a Material Adverse Change occurring (whether or not foreseeable at
the date of the Placing Agreement);
(g) Admission taking place by not later than 8.00 a.m. (London time) on 10
April 2026 or such later date as the Company and the UK Joint Bookrunners may
agree, but in any event not later than 8.00 a.m. (London time) on the Long
Stop Date,
(all conditions to the obligations of the Banks included in the Placing
Agreement being together, the "Conditions").
If (i) any of the Conditions are not fulfilled or, where permitted, waived or
extended by the Banks by the relevant time or date specified (or such later
time and/or date as the Joint Bookrunners may notify to the Company, save that
such time shall not be extended beyond 8.00 a.m. (London Time) on the Long
Stop Date); or (ii) the Placing Agreement is terminated in the circumstances
specified below, the Placing will lapse and each Placee's rights and
obligations hereunder in relation to the Placing Shares shall cease and
terminate at such time and each Placee agrees that no claim can be made by it
against any of the Company or the Joint Bookrunners in respect thereof.
The Joint Bookrunners may, acting jointly, in their absolute discretion and
upon such terms and conditions as they think fit, waive fulfilment of all or
any or any part of any Conditions in the Placing Agreement (save that the
Condition in respect of Admission of the Placing Shares cannot be waived) or
extend the time provided for their satisfaction. Any such waiver or extension
will not affect Placees' commitments as set out in this Announcement.
No Joint Bookrunner nor any of its Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
shall have any liability or responsibility to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in respect of any
decision it or another person may make as to whether or not to waive or to
extend the time and/or date for the satisfaction of any Condition nor for any
decision it may make as to the satisfaction of any Condition or in respect of
the Placing generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of the Joint
Bookrunners. Placees will have no rights against the 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.
Termination of the Placing Agreement
Each Joint Bookrunner is entitled, in their absolute discretion, to terminate
the Placing Agreement in accordance with its terms in certain circumstances,
including, amongst other things, if at any time before Admission:
(a) the Company fails, in any material respect (in
the opinion of any of the Joint Bookrunners, acting in good faith), to comply
with any of its obligations under the Placing Agreement;
(b) the Company has not received the Subscription
Agreements duly signed by the parties thereto by not later than 5.00 p.m. on
the Business Day prior to Admission;
(c) any of the warranties given by the Company was,
when given or deemed given, not true and accurate in any respect which any of
the Joint Bookrunners consider to be material in the context of the Placing by
reference to the facts subsisting at the time;
(d) in the opinion of any Joint Bookrunner (acting
in good faith), there has been a Material Adverse Change since the date of the
Placing Agreement;
(e) trading in the Common Shares on AIM is suspended
or cancelled (for whatever reason); or
(f) any government or regulatory body or agency
issues, or threatens to issue, proceedings or commences any inquiry or
investigation in relation to the Placing.
By participating in the Placing, each Placee agrees with the Company and the
Joint Bookrunners that the exercise or non-exercise by each Joint Bookrunner
of any right of termination or other discretion under the Placing Agreement
shall be within the absolute discretion of the Joint Bookrunners or for
agreement between the Company and the Joint Bookrunners (as the case may be)
and that neither the Company nor the Joint Bookrunners need make any reference
to, or consult with, Placees and that none of the Company nor any Joint
Bookrunners nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them
shall have any liability to Placees whatsoever in connection with any such
exercise or failure to so exercise.
No prospectus
No offering document, prospectus, offering memorandum or admission document
has been or will be prepared or submitted to be approved by any competent
authority or stock exchange in any jurisdiction (including the FCA, the London
Stock Exchange, TSX-V or any Canadian securities regulatory authority) in
relation to the Placing or Admission.
No prospectus or offering memorandum has been prepared or filed with any
securities commission or similar regulatory authority in Canada in connection
with the Placing, no securities commission or similar regulatory authority in
Canada has made any finding or determination as to the merit for investment
in, or made any recommendation or endorsement with respect to, the Fundraise.
No prospectus, product disclosure statement or other disclosure document has
been lodged with the Australian Securities and Investments Commission in
relation to the Placing. This Announcement does not constitute a prospectus,
product disclosure statement or other disclosure document under the
Corporations Act, and does not purport to include the information required for
a prospectus, product disclosure statement or other disclosure document under
the Corporations Act.
This Announcement has not been reviewed or approved by any regulatory
authority in Hong Kong. This Announcement does not constitute an offer or
invitation to the public in Hong Kong to acquire the Placing Shares.
This Announcement has not been reviewed by any regulatory authority in
Singapore and it has not been, and will not be registered as a prospectus with
the Monetary Authority of Singapore.
Placees' commitments will be made solely on the basis of the information
contained in this Announcement, and any Exchange Information (as defined
below) published by or on behalf of the Company previously or simultaneously
with this Announcement, and subject to any further terms set forth in the
electronic contract note/trade confirmation to be provided to individual
Placees.
Each Placee, by accepting a participation in the Placing, agrees that the
content of this Announcement and the publicly available information released
by or on behalf of the Company are exclusively the responsibility of the
Company and confirms to the Company and each Bank 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 the Exchange Information), any
Bank, any of their respective Affiliates, any of its or their respective
Representatives or any person acting on behalf of any of them.
None of the Company nor any Bank nor any of their respective Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them will be liable for any Placee's decision to participate in the
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). By participating in the Placing, 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 Placing. No Placee should consider any information in
this Announcement to be legal, tax or business advice. Nothing in this
paragraph shall exclude or limit the liability of any person for fraud or
fraudulent misrepresentation by that person.
Restriction on further issue of securities
As part of the Placing, the Company has undertaken to the Banks that, between
the date of the Placing Agreement and the date which is 180 calendar days
after the date of Admission, it will not, without the prior written consent of
the Joint Bookrunners, enter into certain transactions involving or relating
to the Common Shares, subject to certain customary carve-outs agreed between
the Banks and the Company.
By participating in the Placing, Placees agree that the exercise by the Joint
Bookrunners of any power to grant consent to waive the aforementioned
undertaking by the Company shall be within the absolute discretion of the
Joint Bookrunners and that they need not make any reference to, or
consultation 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 Placing Shares (ISIN: CA60686A4090)
following Admission will take place within CREST, using the delivery versus
payment mechanism, subject to certain exceptions. The Company and the Joint
Bookrunners reserve the right to require settlement for, and delivery of,
CREST Depositary Interests representing the Placing Shares to Placees by such
other means that they deem necessary if delivery or settlement is not possible
or practicable within CREST within the timetable set out in this Announcement
or would not be consistent with the legal or 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
CREST Depositary Interests. The Depositary will hold the Common Shares on
trust for the relevant shareholders.
The CREST Depositary Interests are independent English securities and held on
a register maintained by the Depositary. The CREST 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 Placing Shares in this Announcement shall include any CREST Depositary
Interests issued in relation to the same.
Following the close of the Bookbuild, each Placee allocated Placing Shares in
the Placing will be sent an electronic contract note/trade confirmation in
accordance with the standing arrangements in place with the relevant Bank
stating the number of Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to the relevant Bank and
settlement instructions. Peel Hunt is acting as settlement agent in respect of
the Placing Shares to be issued to each of the Placees.
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 Peel Hunt or
as the settlement instructions provided to it by Peel Hunt or the relevant
Bank. In the event of any difficulties or delays in the admission of the CREST
Depositary Interests representing the Placing Shares to CREST or the use of
CREST in relation to the Placing, the Banks may require that the Placing
Shares will be issued in certificated form.
The Company will procure the delivery of the CREST Depositary Interests
representing each of the Placing Shares to Peel Hunt (CREST Participant ID:
871, Member Account ID: CORP) as agent for the Company. The CREST Depositary
Interests representing the Placing Shares will be credited to the relevant
CREST account by way of a Registrars Adjustment and therefore no form of
receipt instruction will be required to be entered into CREST. The input to
CREST by a Placee of a matching or acceptance instruction will then allow
delivery of the relevant CREST Depositary Interests representing Placing
Shares to that Placee on a delivery against payment basis.
It is expected that settlement of the Placing Shares will be on 10 April 2026
on a T+5 basis in accordance with the instructions given to the Joint
Bookrunners.
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 (2)
percentage points above the Sterling Overnight Interbank Average Rate operated
by the Bank of England (SONIA) as determined by the Joint Bookrunners.
Each Placee agrees that, if it does not comply with these obligations, the
Joint Bookrunners may sell any or all of the Placing Shares allocated to that
Placee on such Placee's behalf and retain from the proceeds, for the Company's
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 aggregate amount owed by it and shall be required
to bear any Transfer Taxes imposed in any jurisdiction which may arise upon
the sale of such Placing Shares on such Placee's behalf. By communicating a
bid for Placing Shares, each Placee confers on each Joint Bookrunner all such
authorities and powers necessary to carry out any such transaction and agrees
to ratify and confirm all actions which each Joint Bookrunner lawfully takes
in pursuance of such sale.
If Placing Shares are to be delivered to a custodian or settlement agent,
Placees should ensure that, upon receipt, the electronic contract note/trade
confirmation is copied and delivered immediately to the relevant person within
that organisation. Insofar as 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 Placing Shares
should, subject as provided below, be so registered free from any liability to
UK stamp duty or UK stamp duty reserve tax. If there are any circumstances in
which any other Transfer Taxes are payable in respect of the allocation,
allotment, issue or delivery of the Placing Shares (or, for the avoidance of
doubt if any stamp duty or stamp duty reserve tax is payable in connection
with any subsequent transfer of or agreement to transfer Placing Shares), no
Bank nor the Company shall be responsible for the payment of such amounts.
Representations and warranties
By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents,
warrants and agrees (for itself and for any person on behalf of which it is
acting) with each Bank (in its capacity as joint bookrunner and as placing
agent of the Company in respect of the Placing) and the Company, in each case
as a fundamental term of its application for Placing Shares, that:
1. it has read and understood this Announcement,
including this Appendix, in its entirety and that its participation in the
Bookbuild and the Placing and its subscription for Placing Shares is subject
to and based upon all the terms, conditions, acknowledgement, confirmations,
undertakings, representations, warranties, agreements and indemnities and
other information contained herein and undertakes not to redistribute or
duplicate this Announcement 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 Placing, the Company, the Placing Shares or otherwise (other than the
Exchange Information, as defined below);
2. no offering document, prospectus, offering
memorandum or admission document has been or will be prepared in connection
with the Placing or is required under the EU Prospectus Regulation, the POATR,
the Rules of the TSX-V or under securities laws of Canada and it has not
received and will not receive an offering document, prospectus, offering
memorandum or admission document in connection with the Bookbuild, the
Placing, the Company, Admission, the Placing Shares or otherwise;
3. (i) it has made its own assessment of the
Company, the Placing Shares and the terms of the Placing based on this
Announcement (including this Appendix) and any information publicly announced
to a Regulatory Information Service by or on behalf of the Company on or prior
to the date of this Announcement; (ii) the Common Shares are admitted to
trading on AIM and the TSX-V and that the Company is therefore required to
publish certain business and financial information in accordance with the AIM
Rules, the UK Market Abuse Regulation, the TSX-V Rules and the rules and
practices of the London Stock Exchange, the FCA, the TSX-V and any applicable
Canadian securities commission (collectively and together with the information
referred to in (i) above, 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, or such
information or comparable information concerning any other publicly traded
company, in each case, without undue difficulty; and (iii) it has had access
to such financial and other information concerning the Company, the Placing
and the Placing Shares as it has deemed necessary in connection with its own
investment decision to subscribe for any of the Placing Shares and has
satisfied itself that the information is still current and has relied on that
investigation for the purposes of its decision to participate in the Placing;
4. the content of this Announcement is exclusively
the responsibility of the Company and no Bank nor any of its Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them has or shall have any responsibility or liability for any
information, representation or statement contained in, or any misstatements in
or omission from, 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 Placing based on any information,
representation or statement contained in this Announcement or any information
previously published by or on behalf of the Company or otherwise;
5. unless otherwise specifically agreed with the
Joint Bookrunners, it and any person on behalf of which it is participating is
not, and at the time the Placing Shares are subscribed for, neither it nor the
beneficial owner of the Placing Shares will be, a resident of a Restricted
Territory;
6. the only information on which it is entitled to
rely and on which such Placee has relied in committing itself to subscribe for
the Placing Shares is contained in this Announcement and any Exchange
Information, that it has received and reviewed all information that it
believes is necessary or appropriate to make an investment decision in respect
of the Placing Shares, and that it has neither received nor relied on any
other information given or investigations, representations, warranties or
statements made by any Bank, the Company, any of their respective Affiliates,
any of its or their respective Representatives or any person acting on behalf
of any of them and no Bank nor the Company nor any of their respective
Affiliates nor any of its or their respective Representatives nor any person
acting on behalf of any of them will be liable for any Placee's decision to
accept an invitation to participate in the Placing based on any other
information, investigation, representation, warranty or statement;
7. it has relied solely on its own investigation,
examination and due diligence of the business, financial or other position of
the Company in deciding to participate in the Placing and that no Bank nor any
of its Affiliates nor any of or its or their respective Representatives nor
any person acting on behalf of any of them has made any representations to it,
express or implied, with respect to the Company, the Bookbuild, the Placing
and the Placing Shares or the accuracy, completeness or adequacy of this
Announcement and the Exchange Information, and each of them expressly
disclaims any liability in respect thereof;
8. the 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 Placing Shares under the securities
legislation of the United Kingdom, Canada 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. In particular, the Placing Shares may
not be offered, sold, transferred, delivered or distributed, directly or
indirectly, in or into Canada for a period of four months and one day from the
date that the Placing Shares are issued and Placees must observe such Canadian
on-sale restrictions;
9. it has not relied on any information relating
to the Company contained in any research reports prepared by any Bank, any of
its Affiliates or any person acting on its or their behalf and understands
that: (i) no Bank nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting on behalf of any of them has or shall
have any responsibility or liability for: (x) public information or any
representation; or (y) 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 (ii) no Bank nor any of its Affiliates nor any
of its or their respective Representatives nor any person acting on behalf of
any of them 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;
10. it may not rely on any investigation that any
Bank, any of its Affiliates, any of or its or their respective Representatives
or any person acting on behalf of any of them may or may not have conducted
with respect to the Company and its Affiliates or the Placing and no Bank has
made any representation or warranty to it, express or implied, with respect to
the merits of the Placing, the subscription for or purchase of the 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
subscribe for the Placing Shares. It acknowledges and agrees that no
information has been prepared by, or is the responsibility of, any Bank, any
of its Affiliates, any of or its or their respective Representatives or any
person acting on behalf of any of them for the purposes of this Placing;
11. (i) the allocation, allotment, issue and delivery
to it, or the person specified by it for registration as holder, of 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); (ii)
it is not participating in the Placing as nominee or agent for any person to
whom the allocation, allotment, issue or delivery of the Placing Shares would
give rise to such a liability; and (iii) the Placing Shares are not being
subscribed for in connection with arrangements to issue depositary receipts or
to issue or transfer Placing Shares into a clearance service;
12. that no action has been or will be taken by the
Company, any Bank, any of their respective Affiliates, any of its or their
respective Representatives or any person acting on behalf of any of them that
would, or is intended to, permit a public offer of the Placing Shares in the
United States or in any other Restricted Territory;
13. (i) it (and any person acting on its behalf) is
entitled to subscribe for the Placing Shares under the laws of all relevant
jurisdictions which apply to it; (ii) it has paid or will pay any issue,
transfer or other taxes due in connection with its participation in any
territory; (iii) 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; (iv) it has not taken any action or omitted to take any action
which will or may result in any Bank, the Company, any of their respective
Affiliates, any of its or their respective Representatives or any person
acting on behalf of any of them acting in breach of the legal and/or
regulatory requirements and/or any anti-money laundering requirements of any
jurisdiction in connection with the Placing; and (v) the subscription for the
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;
14. 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 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;
15. it has complied with its obligations under the
Criminal Justice Act 1993, the UK Market Abuse Regulation, and in connection
with money laundering and terrorist financing under the Proceeds of Crime Act
2002, 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 (as amended), the Money
Laundering Sourcebook of the FCA, the Proceeds of Crime (Money Laundering)
and Terrorist Financing Act (Canada), and any related or similar rules,
regulations or guidelines issued, administered or enforced by any government
agency having jurisdiction in respect thereof and it is not a person: (a) with
whom transactions are prohibited under the Foreign Corrupt Practices Act of
1977 or any economic sanction programmes administered by, or regulations
promulgated by, the Office of Foreign Assets Control of the U.S. Department of
the Treasury or the United States Department of State; (b) named on the
Consolidated List of Financial Sanctions Targets maintained by HM Treasury of
the United Kingdom; or (c) subject to financial sanctions imposed pursuant to
a regulation of the European Union or a regulation adopted by the United
Nations (together 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
relevant Bank has not received such satisfactory evidence, such Bank may, in
its absolute discretion, terminate the Placee's Placing participation in which
event all funds delivered by the Placee to such Bank will be returned without
interest to the account of the drawee bank or CREST account from which they
were originally debited;
16. it is acting as principal only in respect of the
Placing or, if it is acting for any other person: (i) it is duly authorised to
do so and has full power to make, and does make, the acknowledgments,
confirmations, undertakings, representations and agreements and give the
indemnities herein on behalf of each such person; and (ii) it is and will
remain liable to the relevant and the Company for the performance of all its
obligations as a Placee in respect of the Placing (regardless of the fact that
it is acting for another person);
17. it will (as principal or agent) subscribe for,
hold, manage and (if applicable) dispose of any Placing Shares that are
allocated to it for the purposes of its business only;
18. it understands that any investment or investment
activity to which this Announcement relates is only available to, in any
member state of the EEA, Qualified Investors, and in the United Kingdom,
Relevant Persons, and will be engaged in only with such persons, and further
understands that this Announcement must not be acted on or relied on by
persons who are not, in any member state of the EEA, Qualified Investors, and
in the United Kingdom, Relevant Persons;
19. it is purchasing the Placing Shares with
investment intent and not with a view to distribution in or to Canada;
20. it has been advised to consult, and have so
consulted or elected not to consult, its own independent advisers with respect
to all applicable laws in respect of the Placing Shares, including applicable
securities laws and resale and transfer restrictions, and it acknowledges and
agrees that it is solely responsible for complying with all such laws,
including applicable securities laws and resale and transfer restrictions. It
further acknowledges that, under applicable Canadian securities legislation, a
hold period will apply to a trade (as defined under applicable Canadian
securities legislation) of the Placing Shares in Canada or through a market in
Canada, such as the TSXV, and it further acknowledges that any certificates
representing the Placing Shares will bear the following legends in respect of
such hold period as required by applicable Canadian securities laws and you
agree to comply with such laws and the terms of such legends:
"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY
MUST NOT TRADE THE SECURITY BEFORE [the date which is four months and one day
after Admission will be inserted]"
"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE
WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS
CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON
OR THROUGH THE FACILITIES OF THE TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA
OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [the date which is four
months and one day after Admission will be inserted]";
21. the Company is relying on an exemption from the
requirement to provide the Placee with a prospectus under applicable Canadian
securities laws and, as a consequence of acquiring the Placing Shares pursuant
to such exemption: (i) certain protections, rights and remedies provided by
applicable Canadian securities laws, including statutory rights of rescission
and certain statutory remedies against an issuer, underwriters, auditors,
directors and officers that are available to investors who acquire securities
offered by a prospectus, will not be available to the Placee; (ii) the common
law may not provide investors with an adequate remedy in the event that they
suffer investment losses in connection with securities acquired in a private
placement; (iii) the Placee may not receive information that would otherwise
be required to be given under applicable Canadian securities laws, and (iv)
the Company is relieved from certain obligations that would otherwise apply
under applicable Canadian securities laws;
22. it is not in Canada;
23. if it is in a member state of the EEA, it is a
Qualified Investor;
24. if it is in the United Kingdom, it is a Relevant
Person;
25. if it is in Australia, it is either a (i)
"sophisticated investor" (within the meaning of section 708(8) of the
Corporations Act); (ii) a "professional investor" (within the meaning of
section 708(11) of the Corporations Act); or (iii) are able to satisfy one or
more exemptions contained in section 708 of the Corporations Act so that it is
lawful to offer the Placing Shares without disclosure to investors under
Chapter 6D of the Corporations Act;
26. if it is in Singapore, it is either (i) an
institutional investor under Section 274 of the SFA, as modified or amended
from time to time, including by any subsidiary legislation as may be
applicable at the relevant time; or (ii) a relevant person pursuant to Section
275(1) of the SFA, or a person pursuant to Section 275(1A), and in accordance
with the conditions specified in Sections 275 and 276 of the SFA;
27. if it is in Hong Kong, it is a HK Professional
Investor;
28. it understands, and each account it represents has
been advised that, (i) the Placing Shares have not been and will not be
registered under the US Securities Act or under the applicable securities laws
of any state or other jurisdiction of the United States; and (ii) no
representation has been made as to the availability of any exemption under the
US Securities Act or any relevant state or other jurisdiction's securities
laws for the reoffer, resale, pledge or transfer of the Placing Shares;
29. the Placing Shares are being offered and sold on
behalf of the Company: (i) (a) outside the United States in "offshore
transactions" as defined in and pursuant to Regulation S; and (b) the Placee
is not acquiring any of the Placing Shares as a result of any form of Directed
Selling Efforts; and (ii) in the United States only to persons reasonably
believed to be QIBs and pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the US Securities Act and
applicable state securities laws;
30. it and the prospective beneficial owner of the
Placing Shares is, and at the time the Placing Shares are subscribed for will
be either: (i) (a) outside the United States and subscribing for the Placing
Shares in an "offshore transaction" as defined in and pursuant to Regulation
S; and (b) not acquiring any of the Placing Shares as a result of any form of
Directed Selling Efforts; or (ii)(a) a QIB that has executed and delivered, or
will execute and deliver, a US Investor Letter; and (b) subscribing for the
Placing Shares pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the US Securities Act and applicable
state securities laws;
31. it is acquiring the Placing Shares for investment
purposes only if it is a QIB and is not acquiring the Placing Shares with a
view to, or for offer and sale in connection with, any distribution (within
the meaning of the US Securities Act) thereof in whole or in part in the
United States or any state thereof;
32. the Placing Shares sold in the United States will
be "restricted securities" as defined in Rule 144 of the US securities Act;
33. it will not distribute, forward, transfer or
otherwise transmit this Announcement or any part of it, or any other
presentation or other materials concerning the Placing in or into the United
States or any other Restricted Territory (including electronic copies thereof)
to any person and it has not distributed, forwarded, transferred or otherwise
transmitted any such materials to any person;
34. where it is subscribing for the Placing Shares for
one or more managed accounts, it is authorised in writing by each managed
account to subscribe for the Placing Shares for each managed account and it
has full power to make the acknowledgments, confirmations, undertakings,
representations and agreements and give the indemnities herein on behalf of
each such account;
35. if it is a pension fund or investment company, its
subscription for Placing Shares is in full compliance with applicable laws and
regulations;
36. if it is acting as a financial intermediary, as
that term is used in Article 5(1) of the EU Prospectus Regulation or
Regulation 7(4) of the POATR (as applicable), the Placing Shares subscribed
for by it in the Placing will not be subscribed for on a non-discretionary
basis on behalf of, nor will they be subscribed for with a view to their offer
or resale to persons in circumstances which may give rise to an offer of
securities to the public other than an offer or sale in a member state of the
EEA other than to Qualified Investors, in the United Kingdom other than to
Relevant Persons, or in circumstances in which the prior consent of the Joint
Bookrunners has been given to each such proposed offer or resale;
37. any offer of Placing Shares may only be directed
at persons in member states of the EEA who are Qualified Investors and that it
has not offered or sold and will not offer or sell any Placing Shares to
persons in the EEA prior to Admission except to 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;
38. any offer of Placing Shares may only be directed
at persons in the United Kingdom who are Relevant Persons and that it has not
offered or sold and will not offer or sell any Placing Shares to persons in
the United Kingdom prior to Admission except to Relevant Persons or otherwise
in circumstances which have not resulted and which will not result in an offer
of relevant securities to the public in the United Kingdom within the
meaning of the POATR;
39. any Placing Shares applied for by persons in
Australia must not be offered for sale in Australia in the period of 12 months
after the date of allotment under the Placing, 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
otherwise or where the offer is pursuant to a disclosure document which
complies with Chapter 6D of the Corporations Act;
40. 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 Financial Services and Markets Act 2000 (the "FSMA"))
relating to the Placing Shares in circumstances in which section 21(1) of the
FSMA does not require approval of the communication by an authorised person
and agrees that this Announcement has not been approved by any Bank or any
other person in its capacity as an authorised person under section 21 of the
FSMA and it may not therefore be subject to the controls which would apply if
it was made or approved as a financial promotion by an authorised person;
41. 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 Placing Shares in respect of
anything done in, from or otherwise involving, the United Kingdom;
42. if it has received any "inside information" as
defined in the UK Market Abuse Regulation about the Company in advance of the
Placing, it has not: (i) dealt in the securities of the Company; (ii)
encouraged or required another person to deal in the securities of the
Company; or (iii) disclosed such information to any person except as permitted
by the UK Market Abuse Regulation, prior to the information being made
publicly available;
43. (i) it (and any person acting on its behalf) has
the funds available to pay for the Placing Shares it has agreed to subscribe
for and will make payment for the Placing Shares allocated to it in accordance
with these Terms and Conditions on the due time and date set out herein
against delivery of such Placing Shares or CREST Depositary Interests
representing such Placing Shares to it, failing which the relevant Placing
Shares may be placed with other Placees or sold as any Joint Bookrunner (or
its assignee) may in its 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 Placing Shares and
applicable interest and may be required to bear any Transfer Taxes due
pursuant to the terms set out or referred to in this Announcement which may
arise upon the sale of such Placee's Placing Shares on its behalf;
44. its allocation (if any) of Placing Shares will
represent a maximum number of Placing Shares to which it will be entitled, and
required, to subscribe for, and that the Joint Bookrunners or the Company may
call upon it to subscribe for a lower number of Placing Shares (if any), but
in no event in aggregate more than the aforementioned maximum;
45. no Bank nor any of its Affiliates nor any of its
or their respective Representatives nor any person acting on behalf of any of
them, 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 Placing and that participation in the Placing is on the basis that it is
not and will not be a client of any Bank and no Bank has any duties or
responsibilities to it for providing the protections afforded to its clients
or customers or for providing advice in relation to the Placing nor in respect
of any representations, warranties, undertakings or indemnities contained in
the Placing Agreement nor for the exercise or performance of any of any Bank's
rights and obligations thereunder including any rights to waive or vary any
conditions or exercise any termination right;
46. the person whom it specifies for registration as
holder of the Placing Shares will be (i) itself; or (ii) its nominee, as the
case may be. No Bank nor the Company nor any of their respective Affiliates
nor any of its or their respective Representatives nor any person acting on
behalf of any of them will be responsible for any liability to Transfer Taxes
resulting from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify the Company, each
Bank, their respective Affiliates, its and their respective Representatives
and any person acting on behalf of any of them in respect of the same on an
after-tax basis;
47. the Placing Shares will be allotted to the CREST
stock account of Peel Hunt who will hold them as nominee on behalf of such
Placee until settlement in accordance with the relevant settlement
instructions with payment for the Placing Shares being made simultaneously
upon receipt of the Placing Shares in the Placee's stock account on a delivery
versus payment basis;
48. 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 Placing Shares (together with any interest chargeable
thereon) may be taken by any Bank 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;
49. each of the Company, the Banks, their respective
Affiliates, its and their respective Representatives 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 each
Bank on its own behalf and on behalf of the Company and are irrevocable;
50. it will indemnify on an after-tax-basis and hold
the Company, each Bank, their respective Affiliates, its and their respective
Representatives and any person acting on behalf of any of them 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 acknowledgements, confirmations, undertakings,
representations, warranties and agreements in this Appendix and further agrees
that the provisions of this Appendix shall survive after completion of the
Placing;
51. it irrevocably appoints any director or authorised
signatory of any Bank 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 Placing
Shares agreed to be taken up by it under the Placing;
52. its commitment to subscribe for Placing Shares on
the terms set out in this Appendix and in the electronic contract note/trade
confirmation will continue notwithstanding any amendment that may in future be
made to these Terms and Conditions 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 Banks' conduct of the Placing;
53. in making any decision to subscribe for the
Placing Shares: (i) 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 the Placing Shares; (ii) it
is experienced in investing in securities of a similar nature to the Common
Shares and in the sector in which the Company operates 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 Placing; (iii) it has relied solely on its own investigation, 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
Placing, including the merits and risks involved, and not upon any view
expressed or information provided by or on behalf of any Bank; (iv) 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 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 to enable it to make an
informed and intelligent decision with respect to making an investment in the
Placing Shares; (v) it is aware and understands that an investment in the
Placing Share involves a considerable degree of risk; and (vi) it will not
look to , or seek to claim against, any Bank, any of its Affiliates, any of
its or their respective Representatives or any person acting behalf of any of
them for all or part of any such loss or losses it or they may suffer;
54. neither the Company nor any Bank nor any of their
respective Affiliates nor any of its or their respective Representatives nor
any person acting behalf of any of them owes any fiduciary or other duties to
it or any Placee in respect of any representations, warranties, undertakings
or indemnities in the Placing Agreement or these Terms and Conditions;
55. in connection with the Placing, a Bank, any of its
Affiliates, any of its or their respective Representatives and any person
acting behalf of any of them, 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 Placing. Accordingly,
references in this Announcement to Placing Shares being issued, offered or
placed should be read as including any issue, offering or placement of such
shares in the Company to any Bank, any of its Affiliates, any of its or their
respective Representatives or any person acting behalf of any of them, in each
case, acting in such capacity. In addition, a Bank or any of its Affiliates
may enter into financing arrangements and swaps with investors in connection
with which such Bank or any of its Affiliates may from time to time acquire,
hold or dispose of such securities of the Company, including the Placing
Shares. No Bank nor any of its Affiliates nor any of its or their respective
Representatives nor any person acting behalf of any of them intends to
disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so;
56. a communication that the Placing or the book is
"covered" (i.e. indicated demand from investors in the book equals or exceeds
the amount of the securities being offered) is not any indication or assurance
that the book will remain covered or that the Placing and Placing Shares will
be fully distributed by the Banks. Each Bank reserves the right to take up a
portion of the Placing Shares as a principal position at any stage at its sole
discretion, among other things, to take account of the Company's objectives,
UK MiFIR and MiFID II requirements and/or its allocation policies;
57. it understands that certain personal information
may be collected by the Company for the purposes of completing the Fundraise,
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 Fundraise, including legal counsel to the Company, the Joint
Bookrunners and any dealer who sells shares to such purchaser and may be
included in record books in connection with the Fundraise; and that by
purchasing the Placing 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;
58. 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, may
be required to be disclosed to the applicable securities regulatory
authorities, such information, if requested, 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
59. 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, confirmations, undertakings, representations,
warranties and agreements are given for the benefit of each of the Company and
each Bank (for their own benefit and, where relevant, the benefit of their
respective Affiliates and its and their respective Representatives and any
person acting on behalf of any of them) and are irrevocable.
Miscellaneous
The agreement to allot and issue CREST Depositary Interests representing the
Placing Shares to Placees (or the persons for whom Placees are contracting as
nominee or agent) free of UK stamp duty and UK 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 Placing Shares in question.
Neither the Company nor any Bank nor any of their respective Affiliates nor
any of its or their respective Representatives nor any person acting on behalf
of any of them will be responsible for any UK stamp duty or UK stamp duty
reserve tax (including any interest, fines and penalties relating thereto)
arising in relation to the 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 and representation from
each Placee, that the Placing Shares are not being subscribed for in
connection with arrangements to issue depositary receipts or to issue or
transfer the Placing Shares into a clearance service. Neither the Company nor
any Bank nor any of their respective Affiliates nor any of its or their
respective Representatives nor any person acting on behalf of any of them is
liable to bear any Transfer Taxes that arise: (i) if there are any such
arrangements (or if any such arrangements arise subsequent to the subscription
by Placees of Placing Shares); (ii) on a sale of Placing Shares; or (iii)
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 Placing as an agent or nominee) the
allocation, allotment, issue or delivery of 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 each Bank and/or the
Company (as the case may be) and their respective Affiliates, its and their
respective Representatives and any person acting on behalf of any of them
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.
In this Announcement, "after-tax basis" means in relation to any payment made
to the Company, any Bank, their respective Affiliates or its or their
respective Representatives pursuant to this Announcement where the payment (or
any part thereof) is chargeable to any tax, a basis such that the amount so
payable shall be increased so as to ensure that after taking into account any
tax chargeable (or which would be chargeable but for the availability of any
relief unrelated to the loss, damage, cost, charge, expense or liability
against which the indemnity is given on such amount (including on the
increased amount)) there shall remain a sum equal to the amount that would
otherwise have been so payable.
Each Placee and any person acting on behalf of each Placee acknowledges and
agrees that each Bank and/or any of its Affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of the Placing
Shares. Each Placee acknowledges and is aware that each Bank is receiving a
fee in connection with its role in respect of the Placing as detailed in the
Placing Agreement.
When a Placee or person acting on behalf of the Placee is dealing with any
Bank any money held in an account with such Bank 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 Bank's money in accordance with the
client money rules and will be used by the relevant Bank in the course of its
own business; and the Placee will rank only as a general creditor of that
Bank.
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.
All times and dates in this Announcement may be subject to amendment by the
Company and the Joint Bookrunners (in their absolute discretion). The Joint
Bookrunners shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.
The provisions of this Appendix may be waived, varied or modified as regards
specific Placees or on a general basis by the Joint Bookrunners.
The rights and remedies of each Bank and the Company under the terms and
conditions set out in this Appendix 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.
Time is of the essence as regards each Placee's obligations under this
Appendix.
Any document that is to be sent to it in connection with the Placing will be
sent at its risk and may be sent to it at any address provided by it to any
Bank.
Each Placee may be asked to disclose, in writing or orally to each Bank: (a)
if they are an individual, their nationality; or (b) if they are a
discretionary fund manager, the jurisdiction in which the funds are managed or
owned.
APPENDIX II
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context otherwise requires:
"Admission" means admission of the Placing Shares to trading on AIM;
"Affiliate" has the meaning given in Rule 501(b) of Regulation D under the US Securities
Act or Rule 405 under the US 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 (including the guidance notes) published by
the London Stock Exchange and as amended from time to time;
"Announcement" means this announcement (including its Appendices);
"ARC" means Alternative Resource Capital, a trading name of Shard Capital Partners
LLP;
"Banks" means, together, the Joint Bookrunners, and each of them a "Bank";
"Bookbuild" means the bookbuilding process to be commenced by the Banks to use reasonable
endeavours to procure Placees for the Placing Shares, as described in this
Announcement and subject to the Terms and Conditions and the Placing
Agreement;
"Business Day" means any day (excluding Saturdays, Sunday and public holidays) on which banks
in each of the City of London, England and Vancouver, Canada are open for
business;
"COBS" means the FCA Handbook Conduct of Business Sourcebook;
"Common Share" means a common share of no par value in the capital of the Company;
"Company" means Mkango Resources Ltd;
"Conditions" has the meaning given to it in Appendix I to this Announcement;
"Corporations Act" means the Corporations Act 2001 of the Commonwealth of Australia;
"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;
"CREST Depositary Interests" means the dematerialised depositary interests issued or to be issued by the
CREST Depositary in respect of and representing Common Shares on a one-for-one
basis;
"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of
Regulation S, which, without limiting the foregoing, but for greater clarity
in this Appendix, include, subject to the exclusions from the definition of
directed selling efforts contained in Regulation S, any activity undertaken
for the purpose of, or that could reasonably be expected to have the effect
of, conditioning the market in the United States for the Placing Shares and
includes the placement of any advertisement in a publication with a general
circulation in the United States that refers to the offering;
"EU Prospectus Regulation" means Regulation (EU) 2017/1129;
"Euroclear" means Euroclear UK & International Limited, a company incorporated under
the laws of England and Wales;
"EUWA" means the European Union (Withdrawal) Act 2018, as amended;
"Exchange Information" has the meaning given to it in Appendix I to this Announcement;
"FCA" means the UK Financial Conduct Authority;
"FSMA" means the Financial Services and Markets Act 2000, as amended;
"Fundraise" means the Subscription, the Placing, the LIFE Offering and the Retail Offer;
"Group" means the Company and its subsidiary undertakings;
"H&P" means H & P Advisory Limited;
"HK Professional Investor" means "professional investors" as such term is defined in the Securities and
Futures Ordinance of Hong Kong (Cap. 571, Laws of Hong Kong) and the
subsidiary legislation made thereunder;
"Hong Kong" means the Hong Kong Special Administrative Region of the People's Republic of
China;
"Joint Bookrunners" means H & P Advisory Limited, Peel Hunt LLP and ARC, and each of them a
"Joint Bookrunner";
"LIFE Offering" means the non-pre-emptive private placement of new Common Shares pursuant to
the Listed Issuer Financing Exemption (under applicable Canadian securities
laws) at the Placing Price;
"LIFE Offering Shares" means the new Common Shares to be made available under the LIFE Offering;
"Listed Issuer Financing Exemption" means the Listed Issuer Financing Exemption under Part 5A of NI 45-106 as
amended by Coordinated Blanket Order 43-935 - Exemptions from Certain
Conditions of the Listed Issuer Financing Exemption in British Columbia,
Alberta, Saskatchewan and Ontario;
"London Stock Exchange" means London Stock Exchange plc;
"Long Stop Date" means 24 April 2026;
"Material Adverse Change" means any adverse change in, or any development reasonably likely to involve
an adverse change in the condition (financial, operational or legal),
earnings, business, management, properties, assets, rights or results of
operations which is material in the context of the Group, taken as a whole;
"MiFID II" means EU Directive 2014/65/EU on markets in financial instruments;
"MiFID II Product Governance Requirements" means the product governance requirements of (a) MiFID II; (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and
(c) local implementing measures;
"NI 45-106" National Instrument 45-106 - Prospectus Exemptions;
"Offer Shares" means the Placing Shares, the LIFE Offering Shares, the RetailBook Offer
Shares and the Subscription Shares;
"Order" means the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended;
"Peel Hunt" means Peel Hunt LLP;
"Placee" means any person (including individuals, funds or otherwise) by whom or on
whose behalf a commitment to subscribe for Placing Shares has been given in
accordance with the Terms and Conditions;
"Placing" means the placing to take place by way of the Bookbuild for which the Banks
have been appointed as joint bookrunners (on a several basis);
"Placing Agreement" has the meaning given to it in Appendix I to this Announcement;
"Placing Price" means 33 pence per Placing Share, equivalent to C$0.606375, using an exchange
rate of £1:C$1.8375, being the closing rate published on the Bank of Canada
website on 30 March 2026;
"Placing Shares" means the new Common Shares to be subscribed for by the Placees under the
Placing;
"POATR" means the Public Offers and Admissions to Trading Regulations 2024;
"Product Governance Requirements" means the MiFID II Product Governance Requirements and the UK Product
Governance Requirements;
"Qualified Institutional Buyer" or "QIB" means a "qualified institutional buyer" as defined in Rule 144A of the US
Securities Act;
"Qualified Investors" mean persons who are qualified investors within the meaning of Article 2(e) of
the EU Prospectus Regulation;
"Red Cloud" means Red Cloud Securities Inc. which is acting as Canadian adviser in respect
of the Placing and the LIFE Offering;
"Regulation D" means Regulation D under the US Securities Act;
"Regulation S" means Regulation S under the US Securities Act;
"Regulations" has the meaning given to it in Appendix I to this Announcement;
"Regulatory Information Service" means a primary information provider approved by the FCA and on the FCA's list
of Registered Information Services;
"Relevant Persons" mean persons who are qualified investors within the meaning of paragraph 15 of
Schedule 1 of the POATR who are: (i) persons who fall within the definition of
"investment professionals" in Article 19(5) of the Order; (ii) persons who
fall within Article 49(2)(a) to (d) of the Order; or (iii) persons to whom
this Announcement may otherwise be lawfully communicated;
"Representative" has the meaning given to it in Appendix I to this Announcement;
"Restricted Territory" means the United States, Australia, Japan, the Republic of South Africa, Hong
Kong or any other jurisdiction in which the release, publication or
distribution of this Announcement and/or an offer to issue or sell, or the
solicitation of any offer to acquire, purchase or subscribe for, the Placing
Shares is unlawful;
"RetailBook Offer Shares" means the new Common Shares to be made available under the Retail Offer;
"Retail Offer" means the conditional offer of the RetailBook Offer Shares to be made to
retail investors by the Company through intermediaries using the RetailBook
platform and on the basis of the terms and conditions to be set out in the
Retail Offer Announcement;
"Retail Offer Announcement" means the announcement to be dated the date of this Announcement giving
details, among other things, of the Retail Offer;
"SFA" means the Securities and Futures Act, 2001 of Singapore;
"Subscription" means the direct subscription by certain investors outside of the US and
Canada for new Common Shares pursuant to subscription agreements to be entered
into with the Company;
"Subscription Shares" means the new Common Shares to be subscribed for by subscribers under the
Subscription;
"subsidiary" or "subsidiary undertaking" each have the meaning given to that term in the Companies Act 2006;
"Target Market Assessment" means the assessment that the Placing Shares are: (a) compatible with an end
target market of retail investors and investors who meet the criteria of
professional clients and eligible counterparties, each as defined in MiFID II
or the COBS (as applicable); and (b) eligible for distribution through all
distribution channels as are permitted by MiFID II or the FCA Handbook Product
Intervention and Product Governance Sourcebook (as applicable);
"Terms and Conditions" means the terms and conditions of the Placing set out in Appendix I to this
Announcement;
"Terms of Placing" has the meaning given to it in Appendix I to this Announcement;
"Transfer Taxes" means any stamp duty or stamp duty reserve tax or any other similar duties or
taxes (including, without limitation, other stamp, issue, securities,
transfer, registration, capital, execution, or documentary or other similar
imposts, duties or taxes), together with any interest, fines and penalties
relating thereto;
"TSX-V" means the TSX Venture Exchange;
"TSX-V Rules" means the rules and policies, appendices and forms of TSX-V as set forth in
the TSX-V Corporate Finance Manual, as amended from time to time;
"UK Market Abuse Regulation" means assimilated Regulation (EU) No 596/2014, including the delegated acts,
implementing acts, technical standards and guidelines thereunder, as it forms
part of the law of the United Kingdom by virtue of the EUWA;
"UK MiFIR" means assimilated Regulation (EU) No 600/2014 as it forms part of the law of
the United Kingdom by virtue of the EUWA;
"UK Product Governance Requirements" means the product governance requirements contained within the FCA Handbook
Product Intervention and Product Governance Sourcebook;
"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;
"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;
"US Investor Letter" means the letter in the form provided by the Banks to QIBs in the United
States; and
"US Securities Act" means the U.S. Securities Act of 1933, as amended.
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 United Kingdom from time to time. All references to
"C$", "CAD" or "Canadian Dollars" are to the lawful currency of Canada.
The TSX Venture Exchange has neither approved nor disapproved the contents of
this Announcement. 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.
(#_ftnref1)
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