Amarop Minerals Proposed Fundraising
· *THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN THIS ANNOUNCEMENT.*
· *THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS LTD.*
· *THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY. IN PARTICULAR, IF YOU WISH TO PARTICIPATE IN THE UK PLACING, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN THE APPENDIX.*
· *THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.*
*TORONTO, ON / ACCESSWIRE / October 19, 2022 / *Amaroq Minerals Ltd. (AIM,* *TSX-V:AMRQ), an independent mining company with a substantial land package of gold and strategic energy transition mineral assets in Greenland, announces its intention to conduct a placing and subscription of new common shares ("*Common Shares*") to raise proceeds of approximately £30 million (equivalent to C$46.4 million or ISK4.9 billion)^(the "*Fundraising*"), in addition to the £18 million (equivalent to C$27.9 million or ISK 2.9 billion) in relation to the ACAM Joint investment. The books are covered on the Fundraising at a price of 35 pence (C$0.54 or approximately ISK 57 at the closing exchange rate on 18 October 2022) per new Common Share (the "*Placing Price*"), with the proceeds being used to expand the Company's resource base and accelerate exploration activities.
*Highlights*
· The approximately £30 million Fundraising will consist of:
· A proposed placing of new Common Shares (the "*UK Placing* *Shares*") with new and existing institutional investors (the "*UK* *Placing*"), at the Placing Price, including a £5 million commitment from an existing family office shareholder;
· An oversubscribed ISK 2.4 billion (equivalent to £15 million or C$23.2 million) underwritten proposed placing of new depositary receipts representing new Common Shares (the "*Icelandic* *Placing* *Shares*") with new and existing institutional investors (the "*Icelandic Placing*"), at the Placing Price; and
· A proposed private placement of new Common Shares (the "*Canadian* *Subscription Shares*", together with the UK Placing Shares and the Icelandic Placing Shares, the "*Fundraising Shares*") by certain new and existing institutional investors, directors and senior management of the Company at the Placing Price (the "*Canadian Subscription*"). Directors and senior management have committed to subscribe for £1.75 million (equivalent to C$2.71 million or ISK 285 million) in the Fundraising.
· The Fundraising complements the joint venture between the Company and ACAM, LP ("*ACAM*"), announced on 10 June 2022. In addition to the Fundraising, the Company has now executed final documentation in relation to the ACAM joint venture, with closing and receipt of the initial £18 million funding now only subject to certain regulatory conditions precedent;
· Net proceeds from the Fundraising will be used to expand and delineate the resource base at the Company's cornerstone Nalunaq gold project ("*Nalunaq*") in south Greenland and progress the asset towards mine construction, as well as provide funding to accelerate exploration across the Company's significant portfolio of gold assets and other corporate purposes, and sits alongside ACAM's joint venture investment;
· The Company is applying for listing of the Icelandic depository receipts, representing the Icelandic Placing Shares (the "*Icelandic Depository Receipts*"), on the Nasdaq First North Growth Market in Iceland ("*Icelandic Exchange*"), a multilateral trading facility (the "*Icelandic Listing)*", with admission to Icelandic Exchange expected to become effective on 1 November 2022, subject to completion of the Fundraising and obtaining the necessary approvals from the TSX Venture Exchange (the "*TSX-V*").
*Details of the Fundraising*
· Stifel Nicolaus Europe Limited ("*Stifel*") is acting as sole bookrunner, nominated adviser and broker on the UK Placing and Panmure Gordon (UK) Limited ("*Panmure Gordon*"; together with Stifel, the "*UK Banks*") is acting as manager and broker in relation to the UK Placing;
· Arion banki hf. ("*Arion Bank*") and Landsbankinn hf. ("*Landsbankinn*") are acting as joint bookrunners and underwriters on the Icelandic Placing;
· In relation to the UK Placing:
· The UK Placing will be conducted through an accelerated bookbuild process (the "*Bookbuild*") to be conducted by the UK Banks, which will launch immediately following the release of this announcement and will be made available to eligible institutional investors subject to the terms and conditions set out in the Appendix to this announcement. The Bookbuild is expected to close no later than 8.00 a.m. on 20 October 2022, however the UK Banks and the Company reserve the right to close the Bookbuild earlier or later, without further notice;
· The UK Placing is subject to the terms and conditions set out in the Appendix to this announcement (collectively, the "*Announcement*");
· The UK Placing is conditional amongst other things upon the Icelandic Placing completing and the Icelandic Listing. The Icelandic Placing is conditional, amongst other things, upon the UK Placing not having been terminated prior to the subscription for the Icelandic Placing Shares and the receipt of final approval from the TSX-V for the listing of the Fundraising Shares, but is not conditional upon the UK Placing being completed;
· In relation to the Icelandic Placing:
· Arion Bank has agreed to underwrite the purchase by placees procured by it of such number of Icelandic Placing Shares which at the Placing Price (converted into ISK on the day of close of the Bookbuild) have an aggregate subscription price of ISK 1.846 billion (equivalent to £11.3 million and C$17.6 million) pursuant to the terms and conditions agreed between Arion Bank and the Company;
· Landsbankinn hf. has further agreed to underwrite the purchase by placees procured by it such number of Icelandic Placing Shares which at the Placing Price (converted into ISK on the day of close of the Bookbuild) have an aggregate subscription value of ISK 875 million (equivalent to £5.38 million and C$8.32 million) pursuant to the terms and conditions agreed between Landsbankinn and the Company;
· Allocations are at the absolute discretion of Stifel, in consultation with the Company and Panmure Gordon. The number of Fundraising Shares will be determined following completion of the Bookbuild by agreement between the Company and Stifel. Details of the number of Fundraising Shares will be announced as soon as practicable after the close of the Bookbuild.
*Eldur Olafsson, CEO of Amaroq, commented:*
"This Fundraising will be instrumental to driving growth throughout our exciting portfolio in Greenland, where we occupy a leading position in what is one of the last frontiers for Western governments and companies to secure the strategic minerals that will prove vital in the coming decades. On completion of the Fundraising, the funds raised will enable us to progress the development of our flagship Nalunaq gold project, one of the highest-grade gold deposits in the world, whilst accelerating exploration of our strategic minerals assets to provide raw materials needed for the energy transition."
*Enquiries:*
*Amaroq Minerals Ltd.*
Eldur Olafsson, Executive Director and CEO
+354 665 2003
eo@amaroqminerals.com
Eddie Wyvill, Investor Relations
+44 (0)7713 126727
ew@amaroqminerals.com
*Stifel Nicolaus Europe Limited (Joint Bookrunner, Nominated Adviser and Joint Broker)*
Callum Stewart
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600
*Arion banki hf. (Joint Bookrunner)*
Hreidar Mar Hermannsson
Elka Osk Hrolfsdottir
Erlendur Magnus Hjartarson
+354 444 7000
*Landsbankinn hf. (Joint Bookrunner)*
Ellert Arnarson
Sigurður Kári Tryggvason
Júlíus Fjeldsted
+ 354 410 4000
*Panmure Gordon (UK) Limited (Manager, Joint Broker)*
John Prior
Hugh Rich
James Sinclair-Ford
+44 (0) 20 7886 2500
*Camarco (Financial PR)*
Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980
*Background to and Reasons for the Fundraising*
The Company's strategy is to leverage its first mover advantage in Greenland, underpinned by the previously producing Nalunaq project, to build a full-cycle mining company in Greenland, delivering long term shareholder value and providing significant upside potential through its land bank of high-impact gold and strategic minerals exploration assets. Amaroq has been listed on the TSX-V since July 2017 and the AIM Market of the London Stock Exchange plc ("*AIM*") since 31 July 2020.
The Company acquired the Nalunaq gold project in 2015 and has made significant progress since this time in expanding the extent of the resource base through drilling, incorporating a new geological model (the Dolerite Dyke model) to better understand the distribution of the high-grade ore, building a new 50-person winterized camp to allow full-year activities, and acquiring and otherwise progressing much of the infrastructure required to bring Nalunaq into production. During this time, Amaroq has also been able to acquire the largest package of mineral rights in southern Greenland, covering 7,866.85 km^2, and the third largest in the whole of Greenland, with a number of assets that are highly prospective for gold and strategic minerals. The addition of strategic minerals into the portfolio provides significant growth potential, as these metals and minerals, such as copper, nickel, titanium and graphite, are critical for increased electrification as part of the world's decarbonisation strategy and as independent supply continues to become an increasing focus for nations globally.
As previously announced, the Nalunaq development was required to be put on temporary hold in February 2021 due to unforeseen and material cost increases associated with the impacts of COVID. As a result, the Company redirected its focus, continued to advance and de-risk the Nalunaq project ahead of development and has conducted successful regional exploration across its portfolio targeting gold and strategic minerals and resulting in a material increase in the Company's reserve base.
Key developments at Nalunaq since AIM admission in 2020 include:
· *Infrastructure:* since admission, Amaroq has completed a significant proportion of Nalunaq's required infrastructure, with 60% of major processing plant equipment procured, a 50-person all weather exploration camp constructed and commissioned, critical surface mobile equipment purchased and supporting infrastructure either purchased or commercially and technically evaluated.
· *Third Party Engineering Study: *Halyard Inc. (Halyard) was engaged to complete a third party engineering study on Nalunaq's development costs including the process plant, mobile equipment, surface infrastructure, permanent camp and associated logistics and engineering. The study concluded that the advanced engineering of the overall project is now to Feasibility Study level based on the Canadian requirements of National Instrument 43-101 - Standards of Disclosure for Mineral Project ("*NI 43-101*").
· *The Dolerite Dyke Model:* Amaroq has worked with SRK Consulting to develop the most robust Mineral Resource estimation technique for Nalunaq possible. This included the development of the Dolerite Dyke Model to account for the high-grade variability from core sampling (the ‘nugget effect') in order to better reflect the full resource potential at Nalunaq. The model allows the geological results to be incorporated into the Halyard engineering study in order to move the project towards independent technical studies to support further development.
· *Resource Growth through Drilling:* Amaroq has drilled approximately 22,373 metres at Nalunaq since it listed on AIM and, incorporating learnings from the new Dolerite Dyke model, has identified two new high-grade zones, namely Valley Block and Welcome Block, taking the total number of identified high grade zones at the asset to five. The Valley Block is now expected to be one of the key targets for initial development. As a result of drilling in the 2020 and 2021 field seasons, Amaroq announced on 6 September 2022 that it had increased its total Inferred Mineral Resource by 30% contained gold, with a 50% increase in average grade, since the previous estimate reported in 2020. The resource now sits at 355 Kt @ 28.0 g/t Au for 320 Koz gold, putting the project in the top 2% of projects globally in terms of reported gold resource grade.
· *Delivering on our ESG mandate:* The Company has worked hard over the period to update its Environmental Impact Assessment ("*EIA*") and Social Impact Assessment ("*SIA*"), and will continue to do so over the coming months in line with the terms of its exploitation licence.
1. it has read and understood this Announcement in its entirety (including the Appendices) and acknowledges that its participation in the UK Placing will be governed by, and subject to, the Terms and Conditions of the UK Placing as referred to and included in this Announcement;
Going forwards, the Company has laid out a clear plan for bringing Nalunaq back into production, with further drilling planned to expand the resource base and infill drilling to support resource confidence and delineation. The Company is currently conducting an option study before moving towards initial development. Material produced from this initial development, which is expected to be in the Valley Block, will provide the Company the optionality to complete a bulk sample, potentially for toll-treatment offsite, and is expected to facilitate the recognition of reserves to underpin a pre-feasibility study on the asset. A bulk sample, and the associated infrastructure, would be dual purposed and would also provide the initial construction required to commence redevelopment of Nalunaq. A pre-feasibility study would outline the move to full scale underground construction and mining and demonstrate a significant de-risking of the development plan for Nalunaq and be used to support external debt and external investment. Amaroq will look to commence full mine construction and operations following the bulk sample and pre-feasibility study, subject to securing appropriate financing.
*ACAM Joint Venture*
The Fundraising complements the joint venture between the Company and ACAM, announced on 10 June 2022, under which the Company will establish a new subsidiary (the "*JV Company*") to hold certain licences in which the majority of resource is expected to relate to non-gold products (the "*Initial JV Company Licences*").
ACAM, through its affiliate company GCAM, LP, will invest an initial amount of £18.0 million under a subscription and shareholders' agreement (the "*Subscription and Shareholders' Agreement*") in return for shares in the JV Company representing up to 49% of the JV Company, to fund work programmes on the Initial JV Company Licences. The Company will invest £5.0 million under the Subscription and Shareholders' Agreement, with such amount to be set-off against costs incurred by Nalunaq A/S as the JV Company's project manager.
The Subscription and Shareholders' Agreement has been signed and placed into escrow, and will be released (and will become effective) subject to satisfaction of certain conditions, expected to be satisfied by Q1 2023, including (a) written approval by the Government of Greenland pursuant to section 88(1) of the Mineral Resources Act of the transfer of the Initial JV Company Licences by Nalunaq A/S to the JV Company; (b) written confirmation from the Greenland Tax Agency that the demerger and transfer of the Initial JV Company Licences to the JV Company will be treated as tax neutral and not result in a tax charge; (c) execution of a novation agreement by Nalunaq A/S, the Company, the JV Company, Orano Mining and GCAM, LP in relation to the novation of the existing transfer and option agreement between Nalunaq A/S and Orano Mining; and (d) receipt of final acceptance from the TSX-V in connection with the transactions outlined in the Subscription and Shareholders' Agreement. In the event that a takeover of the Company becomes effective before the conditions precedent are satisfied and the bidder notifies the Company, the JV Company or Nalunaq A/S that (a) it does not want to proceed to completion of the Subscription and Shareholders' Agreement; or (b) the conditions precedent are not satisfied or waived by 31 March 2023, GCAM will have the right to terminate the escrow and a break fee will be payable by the Company to GCAM. The break fee will be calculated based on a daily rate of £4,932 and the number of days elapsed since 19 October 2022, and is subject to a cap of £941,918.
Under the Subscription and Shareholders' Agreement, the JV Company has agreed to grant a right of first refusal to the Company in relation to any of the JV Company's licences in Greenland which it does not wish to progress, wishes to withdraw from or on which material gold assets are discovered, and the Company has agreed to grant a right of first refusal to the JV Company in relation to any of the Company's mineral licences which it does not wish to progress, wishes to withdraw from or on which material non-gold assets are discovered.
*Sources and Uses of Proceeds*
Existing cash will be used to fund exploration drilling and the JV deal means there is no spending requirement on the wider strategic assets in the short term, beyond the £5.0 million under the Subscription and Shareholders' Agreement, with such amount to be set-off against costs incurred by Nalunaq A/S as the JV Company's project manager.
The use of proceeds of the Fundraising includes £14.1 million to fund initial development at Nalunaq, including underground development costs and bulk sampling. In addition to this the Company plans to spend a further £1.3 million to conduct a further approximately 3,000 meters of drilling to expand the resource. Coupled together this Fundraising aims to increase both the size and the confidence level of the resource base. The increased confidence is aimed at to facilitating the conversion of Mineral Resources to Mineral Reserves and the bulk sample will possibly provide initial cash flows from Nalunaq which would be used to progress the project through a pre-feasibility study, as well as completing its EIA and SIA, moving the asset towards full scale mining.
*Sources of Proceeds (million)* *Total*
Proceeds from ACAM transaction £18.0
Gross fundraising £30.0
Transaction costs £(2.4)
*Net Sources of Proceeds (approximately)* *£45.6*
*Uses of Net Proceeds (£ million)* *2022*
*2023*
*2024*
*Total*
Strategic minerals 3-year exploration program 1.0
5.0
12.0
18.0
Nalunaq drilling (~3,000 meters) -
1.3
-
1.3
Nalunaq resources and reserve development (~1,100 meters) -
14.1
-
14.1
Regional exploration (drilling and geophysics) -
3.0
-
3.0
Camp support & labour -
2.0
2.4
4.4
General & administrative expenses -
4.6
-
4.6
EIA / SIA -
0.2
-
0.2
*Total Uses of Net Proceeds* *1.0*
*30.2*
*14.4*
*45.6*
In the unlikely event that the Icelandic Placing completes but the UK Placing does not, the Company would adjust the uses of proceeds to reflect a smaller resource development program as well as making other less material reductions to the wider exploration program.
*Bookbuild*
Stifel is acting as sole bookrunner, nominated adviser and broker on the UK Placing and Panmure Gordon is acting as manager and broker on the UK Placing. Arion Bank and Landsbankinn are acting as joint bookrunners and joint underwriters on the Icelandic Placing.
The Bookbuild for the UK Placing will launch immediately following the release of this Announcement. The Bookbuild is expected to close no later than 8.00 a.m. on 20 October 2022, but the UK Banks and the Company reserve the right to close the Bookbuild earlier or later, without further notice.
The UK Placing is subject to the terms and conditions set out in the Appendix to this Announcement.
The number of Fundraising Shares will be determined following completion of the Bookbuild by agreement between the Company and Stifel. Allocations are at the absolute discretion of Stifel, in consultation with the Company and Panmure Gordon, and will be confirmed orally or by email following the close of the Bookbuild. Details of the Fundraising Shares will be announced as soon as practicable after the close of the Bookbuild.
By choosing to participate in the UK Placing and by making an oral and legally binding offer to acquire UK Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendices) and to be making such offer on the terms and subject to the conditions of the UK Placing contained here, and to be providing the representations, warranties and acknowledgements contained in the Appendix.
Application will be made to the London Stock Exchange plc ("*London Stock Exchange*") for the Icelandic Placing Shares to be admitted to trading on AIM. Application will also be made to the TSX-V for admission of the Icelandic Placing Shares to trading on the TSX-V, with listing subject to the approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V, and to the Icelandic Exchange for the admission of the Icelandic Depository Receipts. It is currently expected that admission of the Icelandic Placing Shares to the TSX-V will occur on at 9:30 a.m. ET on 1 November 2022 and admission of the Icelandic Placing Shares to trading on AIM will occur on at 8.00 a.m. GMT on 1 November 2022 (or in each case such other date as may be agreed between the Company and the UK Banks). It is expected that the Icelandic Listing will become effective, and that dealings in the Icelandic Depository Receipts will commence on Icelandic Exchange at 9:30 a.m. GMT on 1 November 2022 (or such other date as may be agreed between the Company and the UK Banks).
Application will be made to the London Stock Exchange for the UK Placing Shares and the Canadian Subscription Shares to be admitted to trading on AIM and to the TSX-V for the UK Placing Shares and the Canadian Subscription Shares to be admitted to trading on the TSX-V, with listing subject to the approval of the TSX-V and the Company satisfying all of the requirements of the TSX-V. It is currently expected that admission will become effective, and that dealings in the UK Placing Shares and Canadian Subscription Shares will commence on AIM, at 8.00 a.m. GMT on 2 November 2022 and on the TSX-V at 9:30 a.m. ET on 2 November 2022 (or in each case such other date as may be agreed between the Company and the UK Banks).
*Related Party Transaction*
Certain of the Directors and members of the Company's senior management team have indicated their intention to participate in the Canadian Subscription for approximately £1.75 million (equivalent to ISK 285 million, or C$2.71 million) in aggregate. As such, the Canadian Subscription will constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and within the meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company to obtain a formal valuation and minority shareholder approval unless exemptions from these requirements are available under applicable Canadian securities laws. With respect to the Canadian Subscription, the Company is relying on the exemption from the formal valuation requirements in section 5.5(b) of MI 61-101 (as a result of the Common Shares being listed on the TSX-V and being admitted for trading on AIM) and is relying on the exemption from minority approval requirements in section 5.7(1)(a) of MI 61-101, as the fair market value of the securities distributed to, and the consideration received from, interested parties does not exceed 25% of the Company's market capitalization. The Company did not file a material change report at least 21 days prior to the closing of the Canadian Subscription as participation of the insiders had not been confirmed at that time and the Company wished to close on an expedited basis for business reasons.
Unless stated otherwise, all amounts are based on ISK:GBP of 0.0061 and C$:GBP of 0.6459 and as at 19 October 2022.
*About Amaroq*
Amaroq's principal business objectives are the identification, acquisition, exploration and development of gold properties in Greenland. The Company's principal asset is a 100% interest in the Nalunaq project, an advanced exploration stage property with an exploitation licence including the previously operating Nalunaq gold mine. The Company has a portfolio of gold assets covering 7,866.85 km^2, the largest portfolio of gold assets in Southern Greenland covering the two known gold belts in the region. Amaroq is incorporated under the Canada Business Corporations Act and wholly owns Nalunaq A/S, incorporated under the Greenland Public Companies Act.
*Qualified Person Statement*
The Mineral Resource Estimate was prepared by Dr Lucy Roberts, MAusIMM (CP), Principal Consultant (Resource Geology), SRK Consulting (UK) Limited an independent Qualified Person in accordance with the requirements of NI 43-101. Dr Roberts has approved the disclosure herein.
The technical information presented in this press release has been approved by James Gilbertson CGeol, VP Exploration for the Company and a Chartered Geologist with the Geological Society of London, and as such, is a Qualified Person as defined by NI 43-101.
*Use of a Standard*
The resource information included within this announcement is reported in accordance with the Canadian Institute of Mining, Metallurgy and Petroleum (CIM) Definition Standards on Mineral Resources and Mineral Reserves (May 2014) as required by CIM Definition Standards.
*Inside Information*
The information contained within this Announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No. 596/2014 as it forms part of the law of England and Wales by virtue of section 3 of the European Union (Withdrawal) Act 2018, and is disclosed in accordance with the Corporation's obligations under Article 17 of that Regulation. Upon the publication of this Announcement, this inside information is now considered to be in the public domain and will no longer constitute inside information.
*IMPORTANT NOTICES*
This Announcement does not constitute, or form part of, a prospectus relating to the Company, nor does it constitute or contain an invitation or offer to any person, or any public offer, to subscribe for, purchase or otherwise acquire any shares in the Company or advise persons to do so in any jurisdiction, nor shall it, or any part of it form the basis of or be relied on in connection with any contract or as an inducement to enter into any contract or commitment with the Company.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Iceland, Australia, The Republic of South Africa ("*South Africa*"), Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only and does not constitute an offer to sell or issue, or a solicitation of an offer to buy, subscribe for or otherwise acquire any securities in the United States (including its territories and possessions, any state of the United States and the District of Columbia (collectively, the "*United States*")), Iceland, Australia, Canada, South Africa, Japan or any other jurisdiction in which such offer or solicitation would be unlawful or to any person to whom it is unlawful to make such offer or solicitation.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "*Securities Act*"), and may not be offered or sold in the United States, except pursuant to an applicable exemption from the registration of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, or under the securities laws of Iceland, Australia, Canada, South Africa, Japan, or any state, province or territory thereof or any other jurisdiction outside the United Kingdom, except pursuant to an applicable exemption from the registration requirements and in compliance with any applicable securities laws of any state, province or other jurisdiction of Iceland, Australia, Canada, South Africa or Japan (as the case may be). No public offering of securities is being made in the United States, Iceland, Australia, Canada, South Africa, Japan or elsewhere.
No action has been taken by the Company, Stifel, Panmure Gordon, Arion Bank, Landsbankinn or any of their respective affiliates, or any of its or their respective directors, officers, partners, employees, consultants, advisers and/or agents (collectively, "*Representatives*") that would permit an offer of the Fundraising Shares or possession or distribution of this Announcement or any other publicity material relating to such Fundraising Shares in any jurisdiction where action for that purpose is required. Persons receiving this Announcement are required to inform themselves about and to observe any restrictions contained in this Announcement. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any action. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so.
This Announcement is directed at and is only being distributed to: (a) if in a member state of the EEA, persons who are qualified investors ("*EEA Qualified Investors*"), being persons falling within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "*EU Prospectus Regulation*"); or (b) if in the United Kingdom, persons who are qualified investors ("*UK Qualified Investors*"), being persons falling within the meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "*UK Prospectus Regulation*"), and who are (i) persons falling within the definition of "investment professional" in Article 19(5) of the Financial Services And Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "*Order*") or (ii) persons who fall within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Order, or (c) persons to whom it may otherwise be lawfully communicated (all such persons referred to in (a), (b) and (c) together being referred to as "*Relevant Persons*").
The Fundraising Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The Fundraising Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any Fundraising Shares acquired outside of Canada.
No other person should act on or rely on this Announcement and persons distributing this Announcement must satisfy themselves that it is lawful to do so. By accepting the terms of this Announcement, you represent and agree that you are a Relevant Person. This Announcement must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this Announcement or the Fundraising relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
No offering document or prospectus will be made available in any jurisdiction in connection with the matters contained or referred to in this Announcement or the UK Placing or the Fundraising and no such prospectus is required (in accordance with either the EU Prospectus Regulation, the UK Prospectus Regulation or Canadian securities laws) to be published.
Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement. The responsibilities of Stifel, as nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any director or any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Stifel as to, and no liability whatsoever is accepted by Stifel in respect of, any of the contents of this Announcement (without limiting the statutory rights of any person to whom this Announcement is issued).
Panmure Gordon, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom is acting exclusively for the Company and for no one else in connection with the UK Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the UK Placing and will not be responsible to anyone other than the Company in connection with the UK Placing or for providing the protections afforded to their clients or for giving advice in relation to the UK Placing, the Fundraising or any other matter referred to in this Announcement.
Arion Bank, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement.
Landsbankinn, which is authorised and regulated by the Financial Supervisory Authority of the Central Bank of Iceland, is acting exclusively for the Company and for no one else in connection with the Icelandic Placing and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Icelandic Placing and will not be responsible to anyone other than the Company in connection with the Icelandic Placing or for providing the protections afforded to their clients or for giving advice in relation to the Icelandic Placing, the Fundraising or any other matter referred to in this Announcement.
This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by or on behalf of Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn (apart from in the case of Stifel and Panmure Gordon the responsibilities or liabilities that may be imposed by the Financial Services and Markets Act 2000, as amended ("*FSMA*") or the regulatory regime established thereunder) and/or by any of their respective affiliates and/or any of their respective Representatives as to, or in relation to, the accuracy, adequacy, fairness or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers or any other statement made or purported to be made by or on behalf of Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn and/or any of their respective affiliates and/or by any of their respective Representatives in connection with the Company, the UK Placing Shares, the UK Placing, the Common Shares or any part of the Fundraising and any responsibility and liability whether arising in tort, contract or otherwise therefor is expressly disclaimed. No representation or warranty, express or implied, is made by Stifel, Panmure Gordon, Arion Bank and/or Landsbankinn and/or any of their respective affiliates and/or any of their respective Representatives as to the accuracy, fairness, verification, completeness or sufficiency of the information or opinions contained in this Announcement or any other written or oral information made available to or publicly available to any interested party or their respective advisers, and any liability therefor is expressly disclaimed.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction or disclosure of this Announcement, in whole or in part, is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
This Announcement does not constitute a recommendation concerning any investor's options with respect to the UK Placing or any part of the Fundraising. Recipients of this Announcement should conduct their own investigation, evaluation and analysis of the business, data and other information described in this Announcement. This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the UK Placing Shares or the Common Shares. The price and value of securities can go down as well as up and investors may not get back the full amount invested upon the disposal of the shares. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his or her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price at which the Company's shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this Announcement is intended to be a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial periods would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.
All offers of the Fundraising Shares will be made pursuant to an exemption under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the United Kingdom only in circumstances in which section 21(1) of FSMA does not apply.
The Fundraising Shares to be issued pursuant to the Fundraising will not be admitted to trading on any stock exchange other than AIM, the TSX-V and the Icelandic Exchange.
*The Appendix to this Announcement sets out the terms and conditions of the Fundraising (and for the avoidance of doubt, not the Icelandic Placing or Canadian Subscription). By participating in the UK Placing, each Placee will be deemed to have read and understood this Announcement (including the Appendix) in its entirety, to be participating in the UK Placing and making an offer to acquire and acquiring UK Placing Shares on the terms and subject to the conditions set out in the Appendix to this Announcement and to be providing the representations, warranties, undertakings and acknowledgements contained in the Appendix to this Announcement. Members of the public are not eligible to take part in the UK Placing and no public offering of UK Placing Shares is being or will be made.*
Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the purposes of complying with applicable law and regulation in the United Kingdom and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "*UK MiFIR Product Governance Requirements*"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFIR Product Governance Requirements) may otherwise have with respect thereto, the UK Placing Shares have been subject to a product approval process, which has determined that the UK Placing Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, as respectively defined in paragraphs 3.5 and 3.6 of COBS; and (ii) eligible for distribution through all permitted distribution channels (the "*Target Market Assessment*"). Notwithstanding the Target Market Assessment, distributors should note that: the price of the UK Placing Shares may decline and investors could lose all or part of their investment; the UK Placing Shares offer no guaranteed income and no capital protection; and an investment in the UK Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the UK Placing. Furthermore, it is noted that, in relation to the UK Placing, notwithstanding the Target Market Assessment, Stifel and Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the UK Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the UK Placing Shares and determining appropriate distribution channels.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
*Forward-Looking Information*
This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims", "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "targets" or "will" or, in each case, their negative or other variations or comparable terminology. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and factors which are beyond the Company's control. The actual results, performance or achievements of the Company or developments in the industry in which the Company operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this Announcement. The forward-looking statements contained in this Announcement speak only as at the date of this Announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this Announcement, except as required in order to comply with its legal and regulatory obligations.
*TERMS AND CONDITIONS OF THE UK PLACING*
IMPORTANT INFORMATION FOR INVITED PLACEES ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE UK PLACING. THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER, THIS "*ANNOUNCEMENT*") ARE DIRECTED ONLY AT PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA ("*EEA*"), PERSONS WHO ARE QUALIFIED INVESTORS ("*EEA* *QUALIFIED INVESTORS*"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF REGULATION (EU) 2017/1129 (THE "*EU* *PROSPECTUS REGULATION*"); OR (B) IF IN THE UNITED KINGDOM, PERSONS WHO ARE QUALIFIED INVESTORS ("*UK QUALIFIED INVESTORS*"), BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(e) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE* "UK PROSPECTUS REGULATION*"), AND WHO ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONAL" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "*ORDER*") OR (II) PERSONS WHO FALL WITHIN ARTICLE 49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC) OF THE ORDER, OR (C) (D) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN (A), (B) AND (C) TOGETHER BEING "*RELEVANT PERSONS*").
NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES) DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN INVESTMENT IN THE UK PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED, SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO, PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE SECURITIES ARE BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement, and the information contained herein, is for information only and does not itself constitute or form part of an offer to sell or issue or the solicitation of an offer to buy or subscribe for securities referred to herein in any jurisdiction including, without limitation, the United States, Iceland, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such offer or solicitation is unlawful (each a "*Restricted Territory*"). No public offering of securities will be made in connection with the shares referred to in this Announcement in the United Kingdom, any Restricted Territory or elsewhere.
This Announcement, and the information contained herein, is not for release, publication or distribution, directly or indirectly, to persons in any Restricted Territory or in any jurisdiction in which such release, publication or distribution is unlawful.* *The distribution of this Announcement and the UK Placing and/or the offer or sale of the UK Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or by Stifel Nicolaus Europe Limited ("*Stifel*") or Panmure Gordon (UK) Limited ("*Panmure Gordon*"; and, together with Stifel, the "*UK Banks*") or any of their respective Affiliates, or any of their or their respective Affiliates' directors, officers, members, employees, agents or advisers which would permit an offer of the UK Placing Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such UK Placing Shares in any jurisdiction where action for that purpose is required. Persons distributing any part of this Announcement must satisfy themselves that it is lawful to do so. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement should seek appropriate advice before taking any such action. Persons into whose possession this Announcement comes are required by the Company and each of the UK Banks to inform themselves about, and to observe, any such restrictions.
All offers of the UK Placing Shares will be made pursuant to an exemption under the EU Prospectus Regulation or the UK Prospectus Regulation, as applicable, from the requirement to produce a prospectus. This Announcement is being distributed and communicated to persons in the UK only in circumstances to which section 21(1) of the Financial Services and Markets Act 2000, as amended ("*FSMA*")* *does not apply.
The UK Placing Shares have not been qualified for distribution by prospectus in Canada and may not be offered or sold in Canada except in reliance on exemptions from the requirements to provide the relevant purchaser with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant purchaser. The UK Placing Shares will be subject to statutory resale (hold) restrictions for a period of four months and one day in Canada under the applicable Canadian securities laws and any resale of the Common Shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefore. Such restrictions shall not apply to any UK Placing Shares acquired outside of Canada.
The UK Placing has not been approved and will not be approved or disapproved by the U.S. Securities and Exchange Commission, any State securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the UK Placing or the accuracy or adequacy of this Announcement. Any representation to the contrary is unlawful.
Subject to certain exceptions, the securities referred to in this Announcement may not be offered or sold in any Restricted Territory or in any other jurisdiction where such offer or sale is unlawful or to, or for the account or benefit of, a citizen or resident, or a corporation, partnership or other entity created or organised in or under the laws of a Restricted Territory or in any other jurisdiction where such offer or sale is unlawful.
This Announcement has been issued by, and is the sole responsibility of, the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any UK Bank or any of their respective Affiliates, nor any of its or their respective Affiliates' directors, officers, employees, agents or advisers as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any party or its advisers, and any liability therefore is expressly disclaimed.
The UK Banks are acting exclusively for the Company and no-one else in connection with the UK Placing and are not, and will not be, responsible to anyone (including the Placees) other than the Company for providing the protections afforded to their clients nor for providing advice in relation to the UK Placing and/or any other matter referred to in this Announcement.
None of the Company or the UK Banks or any of their respective Affiliates or Representatives nor any of its or their respective Affiliates' directors, officers, employees, agents or advisers makes any representation or warranty, express or implied to any Placees regarding any investment in the securities referred to in this Announcement under the laws applicable to such Placees. Each Placee should consult its own advisers as to the legal, tax, business, financial and related aspects of an investment in the UK Placing Shares.
Any information that a prospective Placee provides in documents in relation to the UK Placing or subsequently by whatever means which relates to the prospective investor (if they are an individual) or a third party individual ("*personal data*") will be held and processed by the Company and/or any of the UK Banks for the following purposes: (a) verifying the identity of the prospective Placee to comply with statutory and regulatory requirements in relation to anti-money laundering procedures; (b) contacting the prospective Placee with information about products and services, or its Affiliates, which may be of interest to the prospective Placee; (c) carrying out the business of the Company or any of the UK Banks and the administering of interests in the Company; (d) meeting the legal, regulatory, reporting and/or financial obligations of the Company and/or any of the UK Banks; and (e) disclosing personal data to other functionaries of, or advisers to, the Company or any of the UK Banks to operate and/or administer its business. In providing such personal data, prospective Placees will be deemed to have agreed to the processing of such personal data in the manner described above.
*By participating in the UK Placing, Placees (including individuals, funds or otherwise) by* *whom or on whose behalf a commitment to subscribe for UK Placing Shares has been given will (i) be deemed to have read and understood this Announcement, in its entirety and (ii) be making any such offer on the Terms and Conditions contained in this Appendix, including being deemed to be providing (and shall only be permitted to participate in the UK Placing on the basis that they have provided) the representations, warranties, indemnities, acknowledgements and undertakings set out herein.*
In particular, each such Placee represents, warrants, undertakes, agrees and acknowledges (amongst other things) that:
1. it undertakes that it will acquire, hold, manage or dispose of any UK Placing Shares that are allocated to it for the purposes of its business;
2. in the case of a Relevant Person in a member state of the EEA which is subject to the EU Prospectus Regulation (each a "*Relevant Member State*") who acquires any UK Placing Shares pursuant to the UK Placing:
1. it is an EEA Qualified Investor; and
2. in respect of any UK Placing Shares acquired by it as a "financial intermediary", as that term is used in Article 5(1) of the EU Prospectus Regulation:
3. the UK Placing Shares acquired by and/or subscribed for by it in the UK Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in any Relevant Member State other than to EEA Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in any Relevant Member State to EEA Qualified Investors, or in circumstances in which the prior consent of the UK Banks has been given to each such proposed offer or resale; or
4. where UK Placing Shares have been acquired or subscribed for by it on behalf of persons in any Relevant Member State other than EEA Qualified Investors, the offer of those UK Placing Shares to it is not treated under the EU Prospectus Regulation as having been made to such persons;
5. in the case of a Relevant Person in the United Kingdom who acquires any UK Placing Shares pursuant to the UK Placing:
1. it is a UK Qualified Investor;
2. in respect of any UK Placing Shares acquired by it as a "financial intermediary", as that term is used in Article 5(1) of the UK Prospectus Regulation:
6. the UK Placing Shares acquired by and/or subscribed for by it in the UK Placing will not be acquired and/or subscribed for on a non-discretionary basis on behalf of, nor will they be acquired or subscribed for with a view to their offer or resale to persons in the United Kingdom other than to UK Qualified Investors, or in circumstances which may give rise to an offer of securities to the public other than an offer or resale in the United Kingdom to UK Qualified Investors, or in circumstances in which the prior consent of the UK Banks has been given to each such proposed offer or resale; or
7. where the UK Placing Shares have been acquired or subscribed for by it on behalf of persons in the United Kingdom other than UK Qualified Investors, the offer of those UK Placing Shares to it is not treated under the UK Prospectus Regulation as having been made to such persons;
8. it is acquiring the UK Placing Shares for its own account or is acquiring the UK Placing Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements, undertakings and agreements contained in this Announcement;
9. it understands (or if acting for the account of another person, such person has confirmed that such person understands) the resale and transfer restrictions set out in this Announcement;
10. except as otherwise permitted by the Company and the UK Banks and subject to any available exemptions from applicable securities laws, it (and each person, if any, for whose account or benefit it is acquiring the UK Placing Shares) is either:
1. outside the United States acquiring the UK Placing Shares in an "offshore transaction" as defined in, and in accordance with, Regulation S under the Securities Act ("*Regulation S*"); or
2. a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (a "*QIB*"); and
3. it understands that the allocation of UK Placing Shares to it if it is in the United States shall be conditional on the execution by it of an investor representation letter in the form provided to it;
4. in the case of a Relevant Person in Australia who acquires any UK Placing Shares pursuant to the UK Placing:
11. it is a "sophisticated investor" meeting the criteria in section 708(8) of the Corporations Act 2001 (the "*Corporations Act*") or a "professional investor" meeting the criteria in section 708(11) of the Corporations Act (in each case as defined in the Corporations Act) or does not otherwise require disclosure pursuant to one or more exemptions contained in section 708 of the Corporations Act so that it is lawful to offer the UK Placing Shares without disclosure to investors under Chapter 6D of the Corporations Act; and
12. it is not acquiring the UK Placing Shares for the purposes of selling or transferring them, or granting, issuing or transferring interests in, or options or warrants over, them, within Australia within the period of 12 months after the date of allotment except in circumstances where disclosure to investors under Chapter 6D of the Corporations Act would not be required pursuant to an exemption under section 708 of the Corporations Act or where the offer is made pursuant to a disclosure document which complies with Chapter 6D of the Corporations Act.
*IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE UK PLACING*
*Bookbuild*
Following this Announcement, the UK Banks will commence a bookbuild process in respect of the UK Placing (the "*Bookbuild*") to determine demand for participation in the UK Placing by Placees. The book will open with immediate effect following release of this Announcement. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the UK Placing. No commissions will be paid to Placees or by Placees in respect of any UK Placing Shares.
The UK Banks and the Company shall be entitled to effect the UK Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.
*Details of the Placing Agreement and the UK Placing Shares*
The UK Banks are acting as placing agents in connection with the UK Placing. The UK Banks have entered into a placing agreement (the "*Placing Agreement*") with the Company under which, on the terms and subject to the conditions set out in the Placing Agreement, the UK Banks, as agents for and on behalf of the Company, have severally (and not jointly or jointly and severally) agreed to use their respective reasonable endeavours to procure Pla