Update on Acquisition

ACG Acquisition Company Limited

10 August 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

10 August 2023

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

Further Update on Acquisition

Further to its announcement on 18 July 2023, ACG announces today that it continues to discuss potential improvements to the transaction structure with its Anchor Investors and Appian Capital. However, ACG has not, despite its best efforts, reached agreement with the respective parties at this time. If no agreement is reached, the Acquisition will not complete. The long‑stop date is 18 August 2023, after which either of ACG or Appian Capital may terminate the Acquisition Agreement (unless the long-stop date is extended by mutual agreement). A further announcement will be made as and when appropriate.

As a result of the above:

·    the book-building conducted in connection with the Placing remains paused;

·    ACG has determined to cancel the Retail Offer, and any funds previously paid will be returned to retail investors through PrimaryBid in accordance with the corresponding provisions of the Prospectus;

·    the Acquisition EGM convened for the purpose of considering the Acquisition has not been rescheduled, and any proxy or direction previously provided by ACG Shareholders to the Company will be disregarded; and

·    any redemption elections made to date by ACG Shareholders in respect of their Class A Ordinary Shares will be considered void.

Capitalised terms used in this announcement have the meaning set forth in the prospectus relating to the Acquisition approved by the U.K. Financial Conduct Authority and published by ACG on 30 June 2023.

- ENDS -

The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.

For further information please contact:

Palatine                                                        [e-mail]

Communications Advisor

Conal Walsh / Andreas Grueter / Richard Seed / Kelsey Traynor

PrimaryBid Limited                                    [e-mail]

Fahim Chowdhury / James Deal

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 and Appian Capital'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.

 

END