Proposed Placing

RNS Number : 5343R

Central Asia Metals PLC

22 September 2017

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AND THE INFORMATION CONTAINED IN IT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE EU REGULATION 596/2014

22 September 2017

CENTRAL ASIA METALS PLC

PROPOSED PLACING

Central Asia Metals PLC (CAML or the Company) today announces its intention to raise approximately US$153.5 million (approximately £113.0 million) through a fully underwritten placing of new ordinary shares of US$0.01 each in the Company (the Company Placing Shares) with both existing investors and new institutional investors (the Company Placing). The proceeds of the proposed Company Placing will represent approximately 39.6 per cent. of the Company's current market capitalisation based on the closing share price on 1 September 2017 being the date on which the Company's shares were suspended.

The proceeds of the Company Placing are to be used to fund part of the cash portion of the consideration for the proposed acquisition by CAML of Lynx Resources Limited (Lynx), from Orion Co-Investments III L.P. (Orion) and Fusion Capital AG (together the Sellers) for consideration of US$402.5 million (the Acquisition), which the Company has separately announced today. Further details of the Acquisition are contained in that announcement. The Placing is not conditional upon completion of the Acquisition.

In addition to the Company Placing, CBH Europe Limited, on behalf of Kenges Rakishev, a Non-Executive Director of CAML, intends to sell approximately 10.6 million existing ordinary shares of US$0.01 each in the Company in order to release liquidity and manage his broader investment portfolio (the Sale Shares and, together with the Company Placing Shares, the Placing Shares). The placing of the Sale Shares will be conducted in addition to the Company Placing. The Sale Shares represent approximately 9.5 per cent of CAML's existing issued share capital. Following the placing, Kenges Rakishev is expected to hold approximately 10.6 million ordinary shares in the Company.  

The Company Placing and the placing of the Sale Shares (together the Placing) is being conducted through an underwritten accelerated bookbuilding process (the Bookbuilding Process) which will be launched immediately following this announcement. The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement).

It is currently anticipated that the AIM Admission Document will be posted to shareholders, and trading of CAML's shares will recommence, on 25 September 2017.

J.P. Morgan Securities plc, which conducts its UK investment banking activities as J.P. Morgan Cazenove, (J.P. Morgan Cazenove) and Peel Hunt LLP (Peel Hunt) are acting as Joint Bookrunners in connection with the Placing (the Joint Bookrunners). Mirabaud Securities Limited (Mirabaud, and together with the Joint Bookrunners, the Banks) is acting as Co-Lead Manager in connection with the Placing.

Details of the Placing

The Placing is subject to the terms and conditions set out in the Appendix (which forms part of this announcement). The Bookbuilding Process will open with immediate effect following this announcement. The number of Placing Shares and the price per ordinary share at which the Placing Shares are to be placed (the Placing Price) will be fixed at the close of the Bookbuilding Process. The timing of the closing of the Bookbuilding Process, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of Placing Shares will be announced as soon as practicable after the close of the Bookbuilding Process.

The Placing has been underwritten by the Joint Bookrunners subject to the conditions and termination rights set out in the placing agreement between the Company and the Banks (the Placing Agreement) and the block trade agreement between CBH Europe Limited and the Joint Bookrunners (the Block Trade Agreement). Further details of the Placing Agreement and Block Trade Agreement can be found in the terms and conditions of the Placing contained in the Appendix to this announcement.

The Company Placing Shares will not be eligible for the interim dividend declared on 22 September 2017 and payable on 27 October 2017 but will, in all other respects, rank pari passu in all respects with the existing ordinary shares of US$0.01 each in the capital of the Company (the Existing Ordinary Shares).  The Selling Shareholder Placing Shares are credited as fully paid and rank pari passu with the existing Ordinary Shares although will be transferred ex dividend of the interim dividend declared on 22 September 2017 and payable on 27 October 2017. The Company has undertaken to the Joint Bookrunners that, until 180 days after the date of readmission of the enlarged share capital of the Company following the Company Placing and the issue of the Consideration Shares to trading on AIM (Readmission), it will not, without the prior written consent of the Joint Bookrunners, enter into certain transactions involving or relating to the Ordinary Shares, subject to certain carve-outs agreed between the Joint Bookrunners and the Company.

Application will be made to the London Stock Exchange for the Company Placing Shares to be admitted to trading on AIM (Admission). It is currently expected that settlement of all of the Placing Shares and Admission will take place at 8.00 a.m. on or around 12 October 2017. The Placing is conditional upon, among other things, the consent of the Acquisition and the Placing by the Company's shareholders at the General Meeting, applicable consent by the Kazakh government for the issue of the relevant shares, Admission becoming effective and the Placing Agreement becoming unconditional and not being terminated in accordance with its terms. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the Placing.

Selling Shareholder

The Selling Shareholder is CBH Europe Limited as holder of 10,605,875 Ordinary Shares which were pledged to it by Mr Rakishev, one of the Company's Non-Executive Directors, pursuant to arrangements announced by the Company on 5 May 2017. Mr Rakishev is the beneficial owner of and continues to have an interest and voting rights in respect of these Ordinary Shares and he has authorised their sale.

The Selling Shareholder has entered into an agreement with the Joint Bookrunners in respect of the sale of these shares and pursuant to which the Joint Bookrunners will be paid certain commissions and expenses by the Selling Shareholder. The Selling Shareholder Placing is underwritten by the Joint Bookrunners. The Selling Shareholder Placing is conditional upon, amongst other things, the Company Placing and Admission. The Selling Shareholder has also given a standstill undertaking to the Joint Bookrunners not to enforce its security in relation to these Selling Shareholder Placing Shares prior to Admission or the termination of the Placing.

Mr Rakishev remains the legal and beneficial owner of a further 10,605,876 Ordinary Shares which remain subject to a pledge in favour of JSC CenterCredit Bank (CenterCredit) as announced by the Company on 2 July 2014.

Mr Rakishev has entered into an irrevocable undertaking to vote in favour of the Resolutions in respect of all of the Ordinary Shares he is beneficially interested in, totalling 21,211,751 Ordinary Shares. In respect of the 10,605,876 Ordinary Shares Mr Rakishev will be interested in following Admission, he has entered into a lock-in agreement pursuant to which he has agreed that for a period of 90 days from Admission he will not, without the prior written consent of the Joint Bookrunners, sell or contract to sell, grant any option over or otherwise dispose of any such Ordinary Shares (or any interest therein), or enter into any transaction with the same  economic  effect  as  any  of  the  foregoing,  other  than  pursuant  to  any  security  granted  by  him  to CenterCredit.  CenterCredit has agreed that should it become entitled to these shares during this period it has agreed that it will comply with the terms of the lock-in given by Mr Rakishev.

The relationship agreement with Mr Rakishev will be terminated with effect from Admission as Mr Rakishev's interests in the Company will be below 14 per cent. of the enlarged share capital following Admission.

Use of proceeds

The proceeds of the Company Placing will be used to fund part of the cash portion of the consideration for the Acquisition. The Acquisition is expected to complete in Q4 2017, subject to the satisfaction or, where applicable, waiver of the conditions set out in the Acquisition Agreement, including the approval of the Company's shareholders. CAML will not receive any proceeds from the Sale Shares being sold through the Placing.

The Placing is not conditional upon completion of the Acquisition and, in the unlikely event that the Placing proceeds but the Acquisition does not complete, the CAML Directors' intend to seek other acquisition opportunities and, if no acquisitions can be found on acceptable terms, the CAML Directors will return the proceeds of the Company Placing to CAML Shareholders in a timely manner unless CAML Shareholders resolve otherwise. In the event that the Placing proceeds, but the Acquisition does not complete, it will not affect the placing of the Sale Shares and CBH Europe Limited (on behalf of Kenges Rakishev) will be entitled to retain all sums paid to it.

The announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notice" section and the detailed terms and conditions described in the Appendix.

The person responsible for arranging the release of this announcement on behalf of CAML is Louise Wrathall, Investor Relations.

For further information, please contact:

Central Asia Metals Plc                                                                     [phone]

Nick Clarke, Executive Chairman

Nigel Robinson, Chief Financial Officer

Gavin Ferrar, Business Development Director

Louise Wrathall, Investor Relations

J.P. Morgan Cazenove                                                                       [phone]

(Joint Bookrunner)

Nicholas Hall

Edward Jack

Edward Digby

Peel Hunt LLP                                                                                    [phone]

(Nominated Adviser and Joint Bookrunner)

Corporate:

Matthew Armitt

Ross Allister

ECM Syndicate:                                                                                 + 44 (0)20 7418 8914

Alastair Rae

Rory James Duff

Mirabaud Securities Limited                                                             [phone]

(Co Lead Manager)

Peter Krens

Important Notice

Members of the public are not eligible to take part in the Placing. This announcement (including the Appendix) is for information purposes only and is not intended to and does not constitute, or form part of, any offer or invitation to purchase, subscribe for or otherwise acquire or dispose of, or any solicitation to purchase or subscribe for or otherwise acquire or dispose of, any securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction in which such an offer or solicitation may lead to a breach of any applicable legal or regulatory requirements. Persons needing advice should consult with  an independent financial adviser authorised under the Financial Services and Markets Act 2000, as amended (FSMA), who specialises in advising on the acquisition of shares and other securities, if that person is in the United Kingdom, or any appropriately authorised person under applicable laws, if that person is located in any other jurisdiction. The information contained in this announcement is not for release, publication or distribution to persons in any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement is subject to change without notice.

This announcement and the terms and conditions set out in this announcement are directed only at: (a) persons in member states of the European Economic Area (the EEA) who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC, as amended by the 2010 PD Amending Directive (Directive 2010/73/EU) and including any relevant implementing directive measure in any member state of the EEA to the extent implemented in the relevant member state  (the Prospectus Directive) (Qualified Investors); (b) persons in the United Kingdom who are Qualified Investors and who (i) have professional experience in matters relating to investments and who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); (ii) who are high net worth companies, unincorporated associations and other persons to whom it may lawfully be communicated in accordance with Article 49(2)(a) to (d) of the Order; or (iii) other persons to whom it may lawfully be communicated (all such persons together being referred to as Relevant Persons). Any investment activity in connection with this announcement and the Placing is only available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this announcement or any of its contents. This "Important Notice" section does not itself constitute an offer for sale or subscription of any securities in the Company.

The Placing Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act) or under any securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly to or within the United States or to any US Person, except pursuant to an applicable exemption from, or a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offer in the United States. Any offering of the Placing Shares to be made outside the United States will be made in offshore transactions in accordance with Regulation S. There will be no public offering of the Placing Shares in the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission (the SEC), any state securities commission or any other regulatory authority in the United States, nor have any such authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

In Australia, this announcement is directed only at persons to whom an offer of securities can be made without disclosure under Part 6D.2 of the Australian Corporations Act 2001(Cth) ("Australian Corporations Act") because they are either a 'Sophisticated Investor' or 'Professional Investor' for the purposes of sections 708(8) or 708(11) (as applicable) of the Act.  Accordingly: (i) this offer is made solely to the recipient in their capacity as a Sophisticated or Professional Investor; (ii) this offer can only be accepted by the recipient if they are a Sophisticated or Professional Investor; (iii) this announcement does not and is not intended to constitute a disclosure document for the purposes of the Australian Corporations Act; and (iv) neither this announcement nor the offer contained herein can be partially or wholly distributed, published, reproduced, transmitted or otherwise made available or disclosed by recipients to any other person in Australia.

In South Africa, only persons who fall within any of the categories envisaged in section 96(1)(a) of the Companies Act, 2008 (the "SA Companies Act") and/or selected persons who subscribe for Placing Shares at a total contemplated acquisition cost equal to or greater than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the SA Companies Act) and to whom the offer of Placing Shares is specifically addressed, are entitled to participate in the Placing and this announcement should not be distributed, published, reproduced, transmitted or otherwise made available in whole or in part or disclosed by recipients to any person in South Africa who does not fall within the aforementioned categories. Accordingly, (i) the Placing is not an offer to the public as contemplated in the SA Companies Act; and (ii) no prospectus has been filed with the Companies and Intellectual Property Commission in respect of the offer of the Placing Shares. Any acquisition by a South African resident of Shares shall be subject  the Exchange Control Regulations, 1961, as amended, issued in terms of section 9 of the South African Currency and Exchanges Act, 1933 (the Regulations), and South African residents who wish to acquire shares shall be responsible for compliance with the Regulations and for obtaining any approvals that may be required in terms of the Regulations.

The distribution of this announcement and the placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company, the Selling Shareholder, Peel Hunt, Mirabaud or J.P. Morgan Cazenove that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required, other than the United Kingdom. Persons into whose possession this announcement comes are required by the Company, the Selling Shareholder, Peel Hunt, Mirabaud and J.P. Morgan Cazenove to inform themselves about, and to observe, such restrictions. The information contained in this announcement may not be distributed, published, reproduced, transmitted or otherwise made available in whole or in part or disclosed by recipients to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of any information contained in this announcement in whole or in part is unauthorised. Failure to comply with these restrictions may constitute a violation of the Securities Act or the applicable laws of other jurisdictions. Subject to certain exemptions, the securities referred to in this announcement may not be offered or sold in the United States, Australia, Canada, Japan, South Africa or certain other jurisdictions or for the account or benefit of any national resident or citizen of certain jurisdictions. No prospectus will be made available in connection with the matters contained in this announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser. Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of the Appendix or the announcement of which it forms part should seek appropriate advice before taking any action.

No undertaking, representation or warranty or other assurance express or implied, is or will be made as to, or in relation to, and, aside from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder or any other applicable regulatory regime, no responsibility or liability is or will be accepted by the Company, the Selling Shareholder Peel Hunt, Mirabaud or J.P. Morgan or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, proposed directors, officers, partners or employees or any other person as to or in relation to, the accuracy, completeness, sufficiency or fairness of the information or opinions contained in announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Placing, and any responsibility or liability therefore is expressly disclaimed. In addition, no duty of care or otherwise is owed by any such person to recipients of this document or any other person in relation to this announcement.

Peel Hunt and Mirabaud which are authorised and regulated in the United Kingdom by the Financial Conduct Authority (FCA) and J.P. Morgan which is authorised by the Prudential Regulation Authority (PRA) and regulated by the PRA and FCA are acting solely for the Company and no one else in connection with the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Peel Hunt, Mirabaud or  J.P. Morgan Cazenove, respectively, nor for providing advice in relation to the Placing. None of Peel Hunt, Mirabaud or J.P. Morgan Cazenove nor any of their respective subsidiaries, branches or affiliates owes or accepts any duty, liability, or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt, Mirabaud or J.P. Morgan Cazenove, respectively, in connection with the Placing, any statements in this announcement or otherwise.  Nothing in this paragraph shall serve to exclude or limit any responsibilities which Peel Hunt, Mirabaud or J.P. Morgan Cazenove may have under FSMA or the regulatory regime established thereunder.

Certain statements contained in this announcement or incorporated by reference into it constitute, or may be deemed to constitute, "forward-looking statements" with respect to the financial condition, results of operations, business achievements and/or investment strategy of the Group and, upon completion of the Acquisition, the Enlarged Group and certain plans and objectives of the directors of the Company with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use forward-looking terminology including words such as "anticipate", "target", "expect", "estimate", "intend", "aim", "plan", "predict", "projects", "continue", "assume", "goal", "believe", "will", "may", "should", "would", "could" or, in each case, their negative, or other variations thereon or words of similar meaning, which  identify certain of these forward-looking statements. Other forward-looking statements can be identified in the context in which the statements are made. In particular, any statements regarding the Company's strategy, plans, objectives, goals and other future events or prospects are forward-looking statements.

An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the Company's control. Such forward looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Group, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements.

New factors may emerge from time to time that could cause the Group's business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties. the Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this announcement and/or information incorporated by reference into it.

Each forward-looking statement speaks only as of the date it was made and is not intended to give any assurances as to future results. Furthermore, forward-looking statements contained in this announcement that are based on past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Except as required by the FSMA, the AIM Rules and/or the Disclosure Guidance and Transparency Rules of the FCA (the Disclosure Guidance and Transparency Rules), none of the Company, the Selling Shareholder, J.P. Morgan Cazenove, Mirabaud or Peel Hunt undertakes any obligation to update or revise these forward-looking statements, and will not publicly release any revisions it may make to these forward- looking statements that may result from new information, events or circumstances arising after the date of this announcement. The Company will comply with its obligations to publish updated information as required by the FSMA, the AIM Rules and/or the Disclosure Guidance and Transparency Rules or otherwise by law and/or by any regulatory authority, but assumes no further obligation to publish additional information.

Any indication in this announcement of the price at which Ordinary Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast 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. The price of the Placing Shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the Placing Shares.

The Placing Shares to be issued or sold pursuant to the Placing will not be admitted to trading on any stock exchange other than the AIM Market of the London Stock Exchange.

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.

appendix 1

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE THE PLACING. THE TERMS AND CONDITIONS SET OUT HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE ONLY DIRECTED AT, AND BEING DISTRIBUTED TO, 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 WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC, AS AMENDED BY THE 2010 PD AMENDING DIRECTIVE (DIRECTIVE 2010/73/EU), AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE OF THE EEA TO THE EXTENT IMPLEMENTED IN THE RELEVANT MEMBER STATE OF THE EEA) (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"); (B) IF IN THE UNITED KINGDOM, 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") OR ARE PERSONS FALLING WITHIN ARTICLE 49(2) OF THE ORDER AND ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86(7) OF THE FSMA; (C) ANY OTHER PERSON TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED; AND, IN EACH CASE, WHO HAVE BEEN INVITED TO PARTICIPATE IN THE PLACING BY THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGER (TOGETHER THE "BANKS") (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").

THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY PERSON WHO HAS RECEIVED OR IS DISTRIBUTING THESE TERMS AND CONDITIONS MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THESE TERMS AND CONDITIONS RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THESE TERMS AND CONDITIONS DO NOT THEMSELVES CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND THE SECURITIES MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR INDIRECTLY IN, INTO OR WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO OFFERING OF THE SECURITIES IN THE UNITED STATES.

EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN ACQUISITION OF PLACING SHARES (AS SUCH TERM IS DEFINED BELOW).

Unless otherwise defined in these terms and conditions, capitalised terms used in these terms and conditions shall have the meaning given to them in this announcement.

If a person indicates to the Banks that it wishes to participate in the Placing by making an oral offer to acquire Placing Shares pursuant to the terms of the Placing (each such person, a Placee) it will be deemed to have read and understood the Public Information in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, indemnities, agreements and acknowledgements, contained in these terms and conditions. In particular, each such Placee represents, warrants and acknowledges that it is a Relevant Person and undertakes that it will acquire, hold, manage and dispose of any of the Placing Shares that are allocated to it for the purposes of its business only. Further, each such Placee represents, warrants and agrees that: (a) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares acquired by and/or subscribed for by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired 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 resale in a member state of the EEA which has implemented the Prospectus Directive to Qualified Investors, or in circumstances in which the prior consent of the Joint Bookrunners has been given to each such proposed offer or resale; and (b) it is and, at the time the Placing Shares are acquired, will be acquiring the Placing Shares in an offshore transaction as defined in, and in accordance with, Regulation S for its own account or purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion. These terms and conditions do not constitute an offer to sell or issue or the invitation or solicitation of an offer to buy or acquire Placing Shares in the United States or any other jurisdiction where to do so may be unlawful, including, without limitation, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Territory.

These terms and conditions and the information contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, to persons in the United States, subject to certain exceptions, or Australia, Canada, Japan, the Republic of South Africa or any other Restricted Territory.

In particular, the Placing Shares referred to in these terms and conditions have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and the Placing Shares may not be offered or sold directly or indirectly in, into or within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offering of the Placing Shares in the United States. Subject to certain exceptions, no offering of the Placing Shares will be made in the United States. The Placing Shares have not been approved or disapproved by the U.S. 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 these terms and conditions. Any representation to the contrary is a criminal offence in the United States.

The distribution of these terms and conditions and the offer and/or placing of Placing Shares in certain other jurisdictions may be restricted by law. No action has been taken by the Banks, the Selling Shareholder or the Company that would permit an offer of the Placing Shares or possession or distribution of these terms and conditions or any other offering or publicity material relating to the Placing Shares in any jurisdiction where action for that purpose is required, save as mentioned above. Persons into whose possession these terms and conditions come are required by the Banks, the Selling Shareholder and the Company to inform themselves about and to observe any such restrictions.

Each Placee's commitments will be made solely on the basis of the Public Information. Each Placee, by participating in the Placing, agrees that it has neither received nor relied on any other information, representation, warranty or statement made by or on behalf of any of the Banks, the Selling Shareholder or the Company and none of the Banks, the Selling Shareholder, the Company, or any person acting on such person's behalf nor any of their respective affiliates has or shall have liability for any Placee's decision to accept this invitation to participate in the Placing based on any other information, representation, warranty or statement. 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. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

No undertaking, representation, warranty or any other assurance, express or implied, is made or given by or on behalf of any of the Banks or any of their respective affiliates, their respective directors, officers, employees, agents, advisers, or any other person, as to the accuracy, completeness, correctness or fairness of the information or opinions contained in in this announcement or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Company or the Placing and no such person shall have any responsibility or liability for any such information or opinions or for any errors or omissions. Accordingly, save to the extent permitted by law, no liability whatsoever is accepted by any of the Banks or any of their respective directors, officers, employees or affiliates or any other person for any loss howsoever arising, directly or indirectly, from any use of this announcement or such information or opinions contained herein or otherwise arising in connection with the Public Information.

These terms and conditions do not constitute or form part of, and should not be construed as, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Placing Shares or any other securities or an inducement to enter into investment activity, nor shall these terms and conditions (or any part of them), nor the fact of their distribution, form the basis of, or be relied on in connection with, any investment activity. No statement in these terms and conditions is intended to be nor may be construed as a profit forecast and no statement made herein should be interpreted to mean that the Company's profits or earnings per share for any future period will necessarily match or exceed historical published profits or earnings per share of the Company.

Proposed Placing of Placing Shares

Placees are referred to these terms and conditions and the Public Information containing details of, inter alia, the Placing. The Public Information has been prepared and issued by the Company, and each of these documents is the sole responsibility of the Company.

The Banks have agreed, pursuant to the Placing Agreement, to use reasonable endeavours to place, as agent for the Company, the Company Placing Shares with Placees at the Placing Price. The Joint Bookrunners have also agreed, pursuant to the Block Trade Agreement to use their respective reasonable endeavours to place, as agents for the Selling Shareholder, the Sale Shares with Placees at the Placing Price.

To the extent that the Banks fail to procure Placees for the Placing Shares, the Joint Bookrunners have agreed, on the terms and subject to the conditions in the Placing Agreement and the Block Trade Agreement, to take up such Placing Shares at the Placing Price.

Application will be made to the London Stock Exchange for the Company Placing Shares to be issued pursuant to the Placing to be admitted to trading on AIM. Subject to the conditions below being satisfied, it is expected that Admission will become effective on 12 October 2017 and that dealings for normal settlement in the Company Placing Shares will commence at 8.00 a.m. on the same day. The Company Placing Shares will, upon issue, be credited as fully paid and will rank in full for all dividends and other distributions thereafter declared, made or paid and otherwise pari passu with the Existing Ordinary Shares but will not be entitled to the interim dividend declared on 22 September 2017 and to be paid on 27 October 2017. The Sale Shares are credited as fully paid and rank pari passu with the Existing Ordinary Shares although they will be transferred ex dividend of the interim dividend declared on 22 September 2017 and payable on 27 October 2017.

The Placing is conditional, inter alia, upon:

(i)         the General Meeting having taken place, no adjournment of the General Meeting having occurred without the prior written consent of the Joint Bookrunners and the Resolutions having been passed thereat without amendment;

(ii)        consent by the Kazakh government for the issue of the Company Placing Shares and the Consideration Shares;

(iii)       Admission becoming effective by not later than 8.00 a.m. on 12 October 2017 (or such later time and/or date as the Company and the Joint Bookrunners may agree); and

(iv)       the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms.

The Placing is not conditional on the Acquisition Agreement having become unconditional in all respects and not having been terminated in accordance with its terms. In the event that the Acquisition Agreement does not become unconditional in all respects or is terminated, Admission will still occur.

Should Shareholder approval of the Resolutions not be obtained at the Extraordinary General Meeting, none of the Placing nor Admission will occur. In the event that the Placing proceeds, but ultimately the Acquisition does not take place, the Directors intend to use the funds raised by the Company to satisfy the costs of the transaction and to seek other suitable acquisition opportunities. The Company may apply the proceeds of the Company Placing for another acquisition of a company or mineral licence by the Group, provided that where such transaction would constitute a Class 1 transaction within the meaning of and applying the requirements of Chapter 10 of the Listing Rules (as if Chapter 10 of the Listing Rules applied to the Company), it will only do so where it has sought and received shareholder approval and complied with the provisions of LR 10.5.1 as if they applied to the Company. If no other acquisition opportunity can be found on acceptable terms by the time of the Company's 2018 annual general meeting, and unless the Shareholders resolve otherwise it will take steps to return such sums to Shareholders as a whole and not just Placees. In the event that the Placing proceeds, but the Acquisition does not take place, it will not affect the Selling Shareholder Placing and the Selling Shareholder will be entitled to retain all sums paid to it.

Bookbuild of the Placing

Commencing today, the Banks will be conducting the Bookbuild to determine demand for participation in the Placing. The Banks will seek to procure Placees as agent for the Company and as agent for the Selling Shareholder as part of this Bookbuild. These terms and conditions give details of the terms and conditions of, and the mechanics of participation in, the Placing.

Principal terms of the Bookbuild

a)   By participating in the Placing, Placees will be deemed to have read and understood the Public Information in its entirety and to be participating and making an offer for any Placing Shares on these terms and conditions, and to be providing the representations, warranties, indemnities, acknowledgements and undertakings, contained in these terms and conditions.

b)   The Banks are arranging the Placing severally, and not jointly, nor jointly and severally, as agents of the Company in respect of the Company Placing Shares and as agents of the Selling Shareholder in respect of the Sale Shares.

c)   Participation in the Placing will only be available to persons who are Relevant Persons and who may lawfully be and are invited to participate by any of the Banks. The Banks and their respective affiliates are entitled to offer to subscribe for and/or purchase Placing Shares as principal in the Bookbuild.

d)   Any offer to subscribe for and/or purchase Placing Shares should state the aggregate number of Placing Shares which the Placee wishes to acquire or the total monetary amount which it wishes to commit to acquire Placing Shares at the Placing Price which is ultimately established by the Joint Bookrunners, or at a price up to a price limit specified in its bid. The Bookbuild is expected to establish a single price for the Placing Shares. Other than in circumstances where the Joint Bookrunners are required to underwrite the Placing, the Placing Price will be fixed by the Joint Bookrunners following completion of the Bookbuild and will be payable by the Placees in respect of the Placing Shares allocated to them.

e)   The Bookbuild is expected to close no later than 4:30pm (London time) on 22 September 2017 but may close earlier or later, at the discretion of the Joint Bookrunners and the Company. The timing of the closing of the books will be agreed between the Joint Bookrunners and the Company following completion of the Bookbuild. The Joint Bookrunners may accept offers to subscribe for and/or purchase Placing Shares that are received after the Bookbuild has closed.

f)    An offer to subscribe for and/or purchase Placing Shares in the Bookbuild will be made on the basis of the Public Information including these terms and conditions and will be legally binding on the Placee by which, or on behalf of which, it is made and will not be capable of variation or revocation after the close of the Bookbuild.

g)   If successful, each Placee's allocation will be confirmed to it by the Joint Bookrunners following the close of the Bookbuild. Oral or written confirmation (at the Joint Bookrunners' discretion) from the Joint Bookrunners to such Placee confirming its allocation will constitute a legally binding commitment upon such Placee, in favour of the Banks and the Company and the Selling Shareholder to acquire the number of Placing Shares allocated to it on the terms and conditions set out herein. Each Placee will have an immediate, separate, irrevocable and binding obligation, owed to the Banks, to pay to the Banks (or as the Banks may direct) as agent for the Company or the Selling Shareholder, as the case may be, in cleared funds an amount equal to the product of the Placing Price and the sum of the number of Placing Shares allocated to it.

h)   The Company will make a further announcement following the close of the Bookbuild detailing the Placing Price and the number of Placing Shares to be issued (the Placing Results Announcement). It is expected that such Placing Results Announcement will be made as soon as practicable after the close of the Bookbuild.

i)    Subject to paragraphs (f) and (g) above, the Joint Bookrunners reserve the right not to accept bids or to accept bids, either in whole or in part, on the basis of allocations determined at the Joint Bookrunners' discretion and may scale down any bids as the Joint Bookrunners may determine, subject where relevant to agreement with the Company. The acceptance of bids shall be at the Joint Bookrunners' absolute discretion, subject where relevant to agreement with the Company.

j)    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 acquired pursuant to the Placing will be required to be made at the time specified and all Placing Shares to be acquired pursuant to the Placing will be required to be made at the later time specified, on the basis explained below under the paragraph entitled "Registration and Settlement".

k)   No commissions are payable to Placees in respect of the Placing.

l)    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. All obligations under the Placing will be subject to the fulfilment of the conditions referred to below under the paragraph entitled "Conditions of the Placing and Termination of the Placing Agreement".

Conditions of the Placing and Termination of the Placing Agreement

Placees will only be called on to acquire Placing Shares if the obligations of the Banks under the Placing Agreement have become unconditional in all respects and the Joint Bookrunners have not terminated the Placing Agreement prior to Admission.

The Banks' obligations under the Placing Agreement in respect of the Company Placing are conditional upon, inter alia:

(a)  Admission occurring not later than 8.00 a.m. on 12 October 2017 (or such later time and/or date as the Company and the Joint Bookrunners may agree);

(b)  the passing of the Resolutions (without amendment) at the General Meeting on 11 October 2017 (or, with the Joint Bookrunners' written consent (such consent not to be unreasonably withheld or delayed), at any adjournment thereof);

(c)  consent by the Kazakh government for the issue of the Company Placing Shares and the Consideration Shares,

(d)  the warranties given by the Company to the Banks as contained in the Placing Agreement being true, accurate and not misleading on and as of the date of the Placing Agreement and Admission, by references to the facts and circumstances from time to time subsisting;

(e)  there not having occurred, in each Joint Bookrunner's opinion (acting in good faith), a Material Adverse Change;

(f)  there not having arisen or occurred before Admission any matter, fact, circumstance or event such that in the opinion of either Joint Bookrunner a supplementary admission document is required to be published unless a supplementary admission document has been published with the Joint Bookrunners' consent,

(all such conditions included in the Placing Agreement being together the Conditions).

The Placing is not conditional on the Block Trade Agreement having become unconditional in all respects and not having been terminated in accordance with its terms. In the event that the Block Trade Agreement does not become unconditional in all respects or is terminated, Placees' allocation of Placing Shares shall be scaled back at the absolute discretion of the Joint Bookrunners.

The Block Trade Agreement is conditional on, among other things:

(a)  the Placing Agreement having become unconditional in all respects and not having been terminated in accordance with its terms; and

(b)  the Selling Shareholder representations and warranties made pursuant to the Block Trade Agreement being true and accurate as of the date of the Block Trade Agreement and Admission

The Placing Agreement can be terminated at any time before Admission by the Joint Bookrunners giving notice to the Company in certain circumstances, including (but not limited to) where (a) any of the relevant conditions in the Placing Agreement are not satisfied in all material respects at the required times (unless waived); and (b) there has been a breach by the Company of any of the warranties, undertakings or covenants in the Placing Agreement or any of the warranties has ceased to be true, accurate and not misleading, and in each case, the effect, in the good faith opinion of either of the Joint Bookrunners, is singly or in the aggregate material in the context of the Placing and/or is such as to make it impracticable or inadvisable to proceed with the Placing, Admission or to market or enforce contracts for the sale of, any Placing Shares.

The Block Trade Agreement can be terminated at any time before Admission by the Joint Bookrunners giving notice to the Selling Shareholder in certain circumstances, including (but not limited to) where (a) any of the relevant conditions in the Block Trade Agreement are not satisfied in all material respects at the required times (unless waived); and (b) in the event that the Selling Shareholder does not deliver the Sale Shares to the Joint Bookrunners.

If any Condition has not been satisfied, has not been waived by the Joint Bookrunners or has become incapable of being satisfied (and is not waived by the Joint Bookrunners as described below) or if the Placing Agreement is terminated, all obligations under these terms and conditions will automatically terminate. By participating in the Placing, each Placee agrees that its rights and obligations hereunder are conditional upon the Placing Agreement becoming unconditional in all respects in respect of the Placing and that its rights and obligations will terminate only in the circumstances described above and will not be capable of rescission or termination by it after oral or written confirmation by the Banks (at the Joint Bookrunners' discretion) following the close of the Bookbuild.

The Joint Bookrunners may in their absolute discretion in writing waive fulfilment of certain of the Conditions in the Placing Agreement or extend the time provided for fulfilment of such Conditions. Any such extension or waiver will not affect Placees' commitments as set out in these terms and conditions. None of the Banks, nor the Company, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made by the Joint Bookrunners as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Placing Agreement.

The Joint Bookrunners may in their absolute discretion in writing waive fulfilment of certain of the BTA Conditions in the Block Trade Agreement or extend the time provided for fulfilment of such BTA Conditions. Any such extension or waiver will not affect Placees' commitments as set out in these terms and conditions. None of the Banks, nor the Selling Shareholder, shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision made by the Joint Bookrunners as to whether or not to waive or to extend the time and/or date for the fulfilment of any condition in the Block Trade Agreement.

By participating in the Placing each Placee agrees that the exercise by the Company, the Selling Shareholder or any of the Banks of any right or other discretion under the Placing Agreement or the Block Trade Agreement (as applicable) shall be within the absolute discretion of the Company, the Selling Shareholder and each of the Banks (as the case may be) and that neither the Company nor any of the Banks need make any reference to such Placee and that neither the Company nor any of the Banks shall have any liability to such Placee (or to any other person whether acting on behalf of a Placee or otherwise) whatsoever in connection with any such exercise.

No Prospectus

All offers of the Placing Shares will be made pursuant to an exemption under the Prospectus Directive from the requirement to produce a prospectus. In the United Kingdom, this announcement is being directed solely at persons in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 (as amended) (the FSMA) does not apply.

Placing Procedure

Placees shall acquire the Placing Shares and any allocation of the Placing Shares to be issued pursuant to the Placing will be notified to them on 22 September 2017 (or such other time and/or such later date as the Company and the Joint Bookrunners may agree).

Payment in full for any Placing Shares so allocated in respect of the Placing at the Placing Price must be made by no later than 12 October 2017 (or such other date as shall be notified to each Placee by the relevant Bank) on the closing date for the Placing (or such other time and/or date as the Company and the Joint Bookrunners may agree).

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GB00B67KBV28) following Admission will take place within the CREST system, subject to certain exceptions. The Joint Bookrunners, the Selling Shareholder and the Company reserve the right to require settlement for, and delivery of, the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not possible within the CREST system within the timetable set out in the Public Information or would not be consistent with the regulatory requirements in the Placee's jurisdiction. Each Placee will be deemed to agree 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 which they have in place with the relevant Joint Bookrunner.

Settlement for the Placing is expected to take place on 12 October 2017 on a delivery versus payment basis. Interest is chargeable daily on payments to the extent that value is received after the due date from Placees at the rate of 2 percentage points above prevailing LIBOR. Each Placee is deemed to agree that if it does not comply with these obligations, the Banks may sell any or all of the Placing Shares allocated to it on its behalf and retain from the proceeds, for its own account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. By communicating a bid for Placing Shares, each Placee confers on the Banks all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which the Banks lawfully take in pursuance of such sale. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon any transaction in the Placing Shares on such Placee's behalf.

Acceptance

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks, the Company and the Selling Shareholder, the following:

1.   in consideration of its allocation of a placing participation, to subscribe at the Placing Price for any Placing Shares comprised in its allocation for which it is required to subscribe pursuant to these terms and conditions;

2.   it has read and understood this announcement (including these terms and conditions) and the Public Information in their entirety and that it has neither received nor relied on any information given or any investigations, representations, warranties or statements made at any time by any person in connection with Admission, the Placing, the Company, the Placing Shares or otherwise, other than the information contained in this announcement (including these terms and conditions), and the Public Information that in accepting the offer of its placing participation it will be relying solely on the information contained in this announcement (including these terms and conditions), the Public Information;

3.   its oral commitment will be made solely on the basis of the information set out in the Public Information, and the information publicly announced to a Regulatory Information Service by or on behalf of the Company on the date of this announcement, such information being all that such Placee deems necessary or appropriate and sufficient 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 representations or warranties or statements made, by any of the Banks or the Company or the Selling Shareholder nor any of their respective affiliates and none of the Banks or the Company or the Selling Shareholder will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement;

4.   the content of this announcement, these terms and conditions and the Public Information are exclusively the responsibility of the Company and agrees that none of the Banks nor any of their respective affiliates nor any person acting on behalf of any of such persons will be responsible for or shall have liability for any information, representation or statements contained therein or any information previously published by or on behalf of the Company, and none of the Banks, the Selling Shareholder, or the Company, or any of their respective affiliates or any person acting on behalf of any such person will be responsible or liable for a Placee's decision to accept its placing participation;

5.   (i) none of the Banks, the Selling Shareholder, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for public information relating to the Company; (ii) none of the Banks, the Selling Shareholder, their affiliates or any person acting on behalf of any of such persons has or shall have any responsibility or liability for any additional information that has otherwise been made available to it, whether at the date of publication of such information, the date of these terms and conditions or otherwise; and that (iii) none of the Banks, the Selling Shareholder, their affiliates or any person acting on behalf of any of such persons makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of any such information referred to in (i) and (ii) above, whether at the date of publication of such information, the date of this announcement or otherwise;

6.   it has made its own assessment of the Company and has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing, and has satisfied itself concerning the relevant tax, legal, currency and other economic considerations relevant to its decision to participate in the Placing;

7.   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 the acknowledgments, representations and agreements herein on behalf of each such person, (ii) it is and will remain liable to the Company and the Selling Shareholder and the Banks 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), (iii) if it is in the United Kingdom, it is a person (a) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (b) is a "qualified investor" as defined in section 86 of the FSMA, (iv) if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive, and (v) if it is a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, the Placing Shares subscribed by it in the Placing are not being acquired on a non-discretionary basis for, or on behalf of, nor will they be acquired with a view to their offer or resale to persons in a member state of the EEA in circumstances which may give rise to an offer of shares to the public, other than their offer or resale to qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive in a member state of the EEA which has implemented the Prospectus Directive;

8.   if it has received any confidential price sensitive information 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, prior to the information being made generally available;

9.   it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2007 and the Criminal Justice (Money Laundering and Terrorism Financing) Act 2010 and any related or similar rules, regulations or guidelines, issued, administered or enforced by any government agency having jurisdiction in respect thereof (the "Regulations") and, if it is making payment on behalf of a third party, it has obtained and recorded satisfactory evidence to verify the identity of the third party as may be required by the Regulations;

10.  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 FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person;

11.  it is not acting in concert (within the meaning given in the City Code on Takeovers and Mergers) with any other Placee or any other person in relation to the Company;

12.  it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving the United Kingdom;

13.  it and any person acting on its behalf is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions and that it has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to this 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 these terms and conditions);

14.  unless otherwise agreed by the Company (after agreement with the Joint Bookrunners), it is not, and at the time the Placing Shares are subscribed for and purchased will not be, subscribing for and on behalf of a resident of the United States, Australia, Canada, Japan, the Republic of South Africa or any other Restricted Territory and further acknowledges that the Placing Shares have not been and will not be registered under the securities legislation of any Restricted Territory and, subject to certain exceptions, may not be offered, sold, transferred, delivered or distributed, directly or indirectly, in or into those jurisdictions;

15.  it does not expect the Banks to have any duties or responsibilities towards it for providing protections afforded to clients under the rules of the FCA Handbook (the Rules) or advising it with regard to the Placing Shares and that it is not, and will not be, a client of any of the Banks as defined by the Rules. Likewise, any payment by it will not be treated as client money governed by the Rules;

16.  any exercise by the Joint Bookrunners of any right to terminate the Placing Agreement or the Block Trade Agreement or of other rights or discretions under the Placing Agreement, the Block Trade Agreement or the Placing shall be within the Joint Bookrunners' absolute discretion and neither the Joint Bookrunners nor the Co-Lead Manager shall have any liability to it whatsoever in relation to any decision to exercise or not to exercise any such right or the timing thereof;

17.  neither it, nor the person specified by it for registration as a holder of Placing Shares is, or is acting as nominee(s) or agent(s) for, and that the Placing Shares will not be allotted to, a person/person(s) whose business either is or includes issuing depository receipts or the provision of clearance services and therefore that the issue to the Placee, or the person specified by the Placee for registration as holder, of the Placing Shares will not give rise to a liability under any of sections 67, 70, 93 and 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depository receipts or to issue or transfer Placing Shares into a clearance system;

18.  the person who it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be, and acknowledges that the Banks, the Selling Shareholder and the Company will not be responsible for any liability to pay stamp duty or stamp duty reserve tax (together with interest and penalties) resulting from a failure to observe this requirement; and each Placee and any person acting on behalf of such Placee agrees to participate in the Placing on the basis that the Placing Shares will be allotted to a CREST stock account of one of the Banks who will hold them as nominee on behalf of the Placee until settlement in accordance with its standing settlement instructions with it;

19.  where it is acquiring Placing Shares for one or more managed accounts, it is authorised in writing by each managed account to acquire Placing Shares for that managed account;

20.  if it is a pension fund or investment company, its acquisition of any Placing Shares is in full compliance with applicable laws and regulations;

21.  it has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of the FSMA;

22.  it has not offered or sold and will not offer or sell any Placing Shares to persons in any member state of the EEA prior to Admission except to persons whose ordinary activities involve them acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their business or otherwise in circumstances which have not resulted and will not result in an offer to the public in any member state of the EEA within the meaning of the Prospectus Directive;

23.  participation in the Placing is on the basis that, for the purposes of the Placing, it is not and will not be a client of J.P. Morgan Securities plc, Peel Hunt LLP or Mirabaud Securities Limited and that none of J.P. Morgan Securities plc, Peel Hunt LLP or Mirabaud Securities Limited have any duties or responsibilities to it for providing the protections afforded to their clients nor for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or the Block Trade Agreement (as applicable) or the contents of these terms and conditions;

24.  to provide the Banks with such relevant documents as they may reasonably request to comply with requests or requirements that either they or the Company may receive from relevant regulators in relation to the Placing, subject to its legal, regulatory and compliance requirements and restrictions;

25.  any agreements entered into by it pursuant to these terms and conditions shall be governed by and construed in accordance with the laws of England and Wales and it submits (on its behalf and on behalf of any Placee 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 the Banks 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;

26.  to fully and effectively indemnify and hold harmless the Company, the Selling Shareholder and the Banks and each of their respective affiliates (as defined in Rule 405under the Securities Act) and each person, if any, who controls any Bank within the meaning of Section 15 of the Securities Act or Section 20 of the US Exchange Act of 1934, as amended, and any such person's respective affiliates, subsidiaries, branches, associates and holding companies, and in each case their respective directors, employees, officers and agents from and against any and all losses, claims, damages and liabilities (i) arising from any breach by such Placee of any of the provisions of these terms and conditions and (ii) incurred by the Banks and/or the Company and/or the Selling Shareholder arising from the performance of the Placee's obligations as set out in these terms and conditions;

27.  to indemnify on an after-tax basis and hold the Company, the Selling Shareholder and the Banks and any of their affiliates and any person acting on their behalf harmless from any and all losses, claims, damages, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, acknowledgments, agreements and undertakings in these terms and conditions and further agrees that the provisions of these terms and conditions shall survive after completion of the Placing;

28.  in making any decision to subscribe for the Placing Shares, (i) it has knowledge and experience in financial, business and international investment matters as is required to evaluate the merits and risks of acquiring the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with, the Placing; (iii) it has relied on its own 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; (iv) it has had sufficient time 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 (v) will not look to the Banks, any of their respective affiliates or any person acting on their behalf for all or part of any such loss or losses it or they may suffer;

29.  the Banks, the Selling Shareholder and the Company and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and undertakings which are irrevocable; and

30.  its commitment to acquire Placing Shares will continue notwithstanding any amendment that may in future be made to the terms and conditions of the Placing, and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's, the Selling Shareholder's or the Banks' conduct of the Placing.

Please also note that the agreement to allot and issue or sell Placing Shares to Placees (or the persons for whom Placees are contracting as agent) free of stamp duty and stamp duty reserve tax in the UK relates only to their allotment and issue or sale to Placees, or such persons as they nominate as their agents, direct from the Company in respect of the Company Placing Shares and direct from the Selling Shareholder in respect of the Sale Shares. Such agreement assumes that such Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer such Placing Shares into a clearance service. If there were any such arrangements, or the settlement related to other dealing in such Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor the Banks nor the Selling Shareholder would be responsible and Placees shall indemnify the Company, the Banks and the Selling Shareholder on an after-tax basis for any stamp duty or stamp duty reserve tax paid by them in respect of any such arrangements or dealings. Furthermore, each Placee agrees to indemnify on an after-tax basis and hold each of the Banks and/or the Company and their respective affiliates harmless from any and all interest, fines or penalties in relation to stamp duty, stamp duty reserve tax and all other similar duties or taxes to the extent that such interest, fines or penalties arise from the unreasonable default or delay of that Placee or its agent. If this is the case, it would be sensible for Placees to take their own advice and they should notify the relevant Bank accordingly. In addition, Placees should note that they will be liable for any capital duty, stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the acquisition by them of any Placing Shares or the agreement by them to acquire any Placing Shares.

Selling Restrictions

By participating in the Placing, a Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, confirms, undertakes, represents, warrants and agrees (as the case may be) with the Banks, the Selling Shareholder and the Company, the following:

1.   it is not a person who has a registered address in, or is a resident, citizen or national of, a country or countries, in which it is unlawful to make or accept an offer to subscribe for Placing Shares;

2.   it has fully observed and will fully observe the applicable laws of any relevant territory, including complying with the selling restrictions set out herein and obtaining any requisite governmental or other consents and it has fully observed and will fully observe any other requisite formalities and pay any issue, transfer or other taxes due in such territories;

3.   if it is in the United Kingdom, it is a person (i) who has professional experience in matters relating to investments and who falls within the definition of "investment professionals" in Article 19(5) of the Order or who falls within Article 49(2) of the Order, and (ii) is a "qualified investor" as defined in section 86 of the FSMA;

4.   if it is in a member state of the EEA, it is a "qualified investor" within the meaning of Article 2(1)(e) of the Prospectus Directive;

5.   it is a person whose ordinary activities involve it (as principal or agent) in acquiring, holding, managing or disposing of investments for the purpose of its business and it undertakes that it will (as principal or agent) acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

6.   it is purchasing the Placing Shares in an offshore transaction as defined in, and in accordance with, Regulation S;

7.   none of the Placing Shares have been or will be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States;

8.   none of the Placing Shares may be offered, sold, taken up or delivered directly or indirectly, in whole or in part, into or within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States;

9.   it (on its behalf and on behalf of any Placee on whose behalf it is acting) has (a) fully observed the laws of all relevant jurisdictions which apply to it; (b) obtained all governmental and other consents which may be required; (c) fully observed any other requisite formalities; (d) paid or will pay any issue, transfer or other taxes; (e) not taken any action which will or may result in the Company or the Banks (or any of them) being in breach of a legal or regulatory requirement of any territory in connection with the Placing: (f) obtained all other necessary consents and authorities required to enable it to give its commitment to subscribe for and/or purchase the relevant Placing Shares and (g) the power and capacity to, and will, perform its obligations under the terms contained in these terms and conditions.

Set-off and Miscellaneous

The Joint Bookrunners reserve the right to treat as invalid any application or purported application for Placing Shares that appears to the Company, the Selling Shareholder or their respective agents to have been executed, effected or dispatched from the United States or an Restricted Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Joint Bookrunners or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of Placing Shares in an Restricted Territory or the United States, or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates.

Times

Unless the context otherwise requires, all references to time are to London time. All times and dates in these terms and conditions may be subject to amendment. The Banks will notify Placees and any persons acting on behalf of the Placees of any changes.

APPENDIX II

DEFINITIONS

In this announcement capitalised terms shall (unless the context requires otherwise) have the following meanings:

Acquisition	the proposed acquisition by the Company of the entire issued share capital of Lynx Resources Limited;
Acquisition Agreement	means the agreement dated the same date as this announcement between CAML MK Limited, a wholly-owned subsidiary of the Company,  the Orion Co-Investments III L.P., Orion Fund JV Limited and Fusion Capital AG in relation to the Acquisition;
Admission	admission of the Company Placing Shares to trading on AIM and such admission becoming effective in accordance with the AIM Rules;
AIM	the AIM market operated by the London Stock Exchange;
AIM Rules	the AIM Rules for Companies and/or the AIM Rules for Nominated Advisers (as the context may require);
AIM Rules for Companies	the rules of AIM as set out in the publication entitled 'AIM Rules for Companies' published by the London Stock Exchange from time to time;
AIM Rules for Nominated Advisers	the rules of AIM as set out in the publication entitled 'AIM Rules for Nominated Advisers' published by the London Stock Exchange from time to time;
Articles	the articles of association of the Company, as in force from time to time;
Banks	J.P. Morgan Cazenove, Peel Hunt and Mirabaud;
Block Trade Agreement	the conditional agreement dated the same date of this announcement and entered into between the Joint Bookrunners and the Selling Shareholder;
Board or Directors	the board of directors of the Company for the time being;
Bookbuild	the bookbuilding process undertaken by the Banks in connection with the Placing
Company	Central Asia Metals PLC, a company incorporated in England & Wales with registered number 05559627  whose registered office is at Masters House, 107 Hammersmith Road, London, W14 0QH ;
Company Placing Shares	New Ordinary Shares placed by the Banks on behalf of the Company pursuant to the Underwriting  Agreement;
Consideration Shares	New Ordinary Shares to be issued to Orion Co-Investments III L.P. pursuant to the Acquisition Agreement
CREST	the computerised settlement system (as defined in the Regulations) operated by Euroclear which facilitates the transfer of title to shares in uncertificated form;
EEA	the European Economic Area;
EU	the European Union;
Euroclear	Euroclear UK & Ireland Limited, the operator of CREST;
Existing Ordinary Shares	the 112,069,738 Ordinary Shares in issue as at the date of this announcement;
FCA	the Financial Conduct Authority;
FSMA	the Financial Services and Markets Act 2000, as amended;
General Meeting	the general meeting of the Company the general meeting of the Company to be convened for 11 October 2017;
Group	the Company and its subsidiary undertakings at the date of this document;
Joint Bookrunners	J.P. Morgan Cazenove and Peel Hunt;
J.P. Morgan Cazenove	J.P. Morgan Securities PLC (which conducts its UK investment banking activities as J.P. Morgan Cazenove), a company incorporated in England & Wales with registered number 02711006  whose registered office is at 25 Bank Street, Canary Wharf, London, E14 5JP, United Kingdom
London Stock Exchange	London Stock Exchange plc;
MAR	the Market Abuse Regulation, being EU Regulation 596/2014;
MiFID	the Markets in Financial instruments Directive of the European Parliament and of the Council 2004/39/EC;
Material Adverse Change	any material adverse change in, or any development reasonably likely to involve a prospective material adverse change in or affecting, the condition (financial, operational, legal or otherwise), or in the earnings, management, licences, consents, regulatory approvals, business affairs, solvency, business prospects or financial prospects of the Company or the Group, taken as a whole, or Lynx Resources Limited whether or not arising in the ordinary course of business and whether or not foreseeable at the date of the Placing Agreement;
Mirabaud	Mirabaud Securities Limited, a company incorporated in England & Wales with registered number whose registered office is at 10 Bressenden Place, London SW1E 5DH, United Kingdom
Ordinary Shares	ordinary shares of US$0.01 each in the capital of the Company;
Peel Hunt	Peel Hunt LLP, a limited liability partnership established in England and Wales with number OC357088 whose registered office is at Moor House, 120 London Wall, London, United Kingdom, EC2Y 5ET
Placees	the persons who have agreed to subscribe for and/or acquire (as applicable) the Company Placing Shares and/or Sale Shares;
Placing	the conditional private placing of the Company Placing Shares and Sale Shares with the Placees pursuant to the Placing Agreement and the Block Trade Agreement;
Placing Agreement	the conditional agreement dated the date of this announcement and entered into between the Banks, the Company and the directors of the Company;
Placing Price	means the price per Placing Share established by the Joint Bookrunners in the Bookbuild;
Placing Shares	the Company Placing Shares and the Sale Shares;
Prospectus Directive	means the Prospectus Directive of the European Parliament and of the Council 2003/71/EC;
Prospectus Rules	the Prospectus Rules published by the FCA;
Public Information	this announcement and all information in the announcement of the Company's interim results for the period ended 30 June 2017 and the announcement of the proposed Acquisition both released through a Regulatory Information Service on the same date as this announcement and all previous announcements released through a Regulatory Information Service;
Registrar	Computershare Investor Services PLC;
Regulations	the Uncertificated Securities Regulations 2001 (SI 2001 No 3755), as amended, in respect of which Euroclear is the operator;
Regulatory Information Service	has the meaning given to it in the AIM Rules;
Relevant Member State	each EEA state which has implemented the Prospectus Directive;
Resolutions	the resolutions to be proposed at the General Meeting including (without limitation) resolutions approving the Acquisition and authorising the directors to allot and disapply the pre-emption rights in respect of the Company Placing Shares;
Restricted Territory	means the United States, Canada, Japan, Australia, South Africa and any jurisdiction where the relevant action would constitute a violation of the relevant laws and/or regulations of such jurisdiction or would result in a requirement to comply with any governmental or other consent or any registration, filing or other formality which the Company regards as unduly onerous or would result in significant risk or civil, regulatory or criminal exposure if information concerning the Placing is sent or made available in that jurisdiction;
Regulation S	Regulation S under the Securities Act;
Sale Shares	10,605,875 Existing Ordinary Shares to be sold by the Selling Shareholder which may be placed by the Banks pursuant to the Block Trade Agreement;
Securities Act	the US Securities Act of 1933, as amended;
Selling Shareholder	CBH Europe Limited;
UK or United Kingdom	the United Kingdom of England, Scotland, Wales and Northern Ireland;
uncertificated or in uncertificated form	recorded on the relevant register or other record of the share or other security concerned as being held in uncertificated form in CREST, and title to which, by virtue of the Regulations, may be transferred by means of CREST;
US or United States	the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
£ or sterling	pounds sterling, the legal currency of the United Kingdom.

 

END

 

 

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