Results of the Extension EGM

ACG Acquisition Company Limited

25 October 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT CONTAINS INFORMATION THAT QUALIFIES OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU NO. 596/2014), AS IT FORMS PART OF THE UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED

25 October 2023

ACG Acquisition Company Limited ("ACG" or the "Company")

Results of the Extension EGM

As announced in the Shareholders Circular and Notice of Extraordinary General Meeting of Shareholders published by the Company on 17 October 2023 (the "Extension EGM Circular"), an extraordinary general meeting of ACG's Shareholders was held at 10 a.m. today at the offices of Cleary Gottlieb Steen & Hamilton LLP at 2 London Wall Place, Barbican, London, EC2Y 5AU, England (the "Extension EGM").

The Company is pleased to announce that all the Resolutions put to the Shareholders at the Extension EGM were duly passed, including the proposed Extension. As a result, the deadline by which an Acquisition must be completed by ACG has been extended from the Initial Acquisition Deadline (i.e., 12 October 2023) to the Extended Acquisition Deadline (i.e., 25 January 2024) or such later date approved by its Shareholders in case of a further extension. The consequences of the approval of the Extension are set out in more detail in the Extension EGM Circular.

The table below sets out the results of the votes cast at the Extension EGM. Each Shareholder present (including in person or by proxy) was entitled to cast one vote per Share held at the record date for the Extension EGM provided in the Extension EGM Circular.

Resolution	Votes For		Votes Against		Total Votes	Withheld Votes**
	Number	%*	Number	%*	Number	Number
Extension of the Initial Acquisition Deadline to the Extended Acquisition Deadline	9,939,218	99.78	22,015	0.22	9,961,233	-
Adoption of the revised Memorandum and Articles of Association of the Company, in the form appended to Exhibit A of the Extension EGM Circular.	9,939,218	99.78	22,015	0.22	9,961,233	-
Change in the Company's financial year such that it shall end on December 31 of each calendar year.	9,939,218	99.78	22,015	0.22	9,961,233	-

* Rounded to two decimal places.

** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the Resolutions.  

The total number of Shares in issue at the record date for the Extension EGM was 15,625,000, none of which were held in treasury. Therefore, the total voting rights in the Company at the record date for the Extension EGM was 15,625,000 votes.

Following the conclusion of the Extension EGM, the Amended and Restated Memorandum and Articles of the Company are expected to be filed on or about the date hereof with the Register of Companies in the British Virgin Islands, ACG's jurisdiction of incorporation, and will enter into effect immediately thereafter. The Amended and Restated Memorandum and Articles of the Company will be made available on www.acgcorp.co.

All capitalized terms used but not defined in this announcement have the meaning given to them in the Extension EGM Circular.

About the Company

ACG Acquisition Company Limited is a SPAC looking to benefit from favourable price conditions for new economy metals and other mining materials.

The Company aims to optimise its expertise in global mining by combining with a mining company that produces materials characterised by supply constraints and rising long-term demand. The combined entity will capitalise on the need for resource security and geographic supply diversification, as well as the global energy transition.

ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network, including access to many mining companies as well as a commitment to ESG principles and strong corporate governance.

For more information about ACG, please visit: www.acgcorp.co

Forward-looking statements

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of the Company. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may" or "might" the negative of such terms or other similar expressions. The Company wishes to caution you that these statements are only predictions and that actual events or results may and often do differ materially. The Company does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any forward-looking statements reflect the Company's current view with respect to future events and many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of the Company, including, among others, ACG's ability to obtain adequate information to evaluate the target assets, ACG's ability to successfully or timely complete the contemplated acquisition, ACG's expectations around the performance of the target assets, ACG's potential ability to obtain additional financing to complete the contemplated acquisition and the financial performance of the enlarged group that would result from the potential completion of the contemplated acquisition. Forward-looking statements speak only as of the date they are made.

Inside information

This announcement contains inside information for the purposes of the market abuse regulation (EU No. 596/2014), as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

Important notices

This announcement or any part of it does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase, subscribe for, any securities.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities of the Company have not or will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration.

 

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