Successful Placing of US$325 million

Greatland Gold PLC

11 September 2024

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES OF AMERCIA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, OR THE REPUBLIC OF SOUTH AFRICA, OR SINGAPORE, NOR IS IT TO BE TRANSMITTED OR DISTRIBUTED TO, OR SENT BY, ANY NATIONAL OR RESIDENT OR CITIZEN OF ANY SUCH COUNTRIES OR OF ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION MAY CONTRAVENE LOCAL SECURITIES LAWS OR REGULATIONS. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS NOT AN ADMISSION DOCUMENT OR A PROSPECTUS AND DOES NOT ITSELF CONSTITUTE AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR (OR THE SOLICIATION OF AN OFFER TO BUY, ACQUIRE OR SUBSCRIBE FOR) ANY SECURITIES WHERE SUCH OFFER WOULD BREACH ANY APPLICABLE LAW OR REGULATION. IN PARTICULAR, THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION OR OFFER TO ANY PERSON WITH A REGISTERED ADDRESS IN, LOCATED IN, OR WHO IS A RESIDENT OF, THE UNITED STATES OF AMERCIA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA, SINGAPORE, OR ANY OTHER JURISDICTION IN WHICH SUCH INVITATION, SOLICITATION OR OFFER WOULD BE UNLAWFUL OR CONTRAVENE ANY REGISTRATION OR QUALIFICATION REQUIREMENTS UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF THE MARKET ABUSE REGULATION (596/2014/EU) AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED ("MAR").

Greatland Gold plc (AIM: GGP)

E: [e-mail]

W: https://greatlandgold.com

: twitter.com/greatlandgold

NEWS RELEASE | 11 September 2024

Successful Placing of US$325 million to fund the proposed Acquisition of Havieron, Telfer and related assets and interests

Greatland Gold plc (AIM:GGP) (Greatland or the Company) is pleased to announce that, further to its earlier announcement at 4:45 p.m. on 10 September 2024 (the Placing Announcement), it has conditionally placed 5,179,010,416 new ordinary shares (Placing Shares) at 4.8 pence per Placing Share (the Issue Price), for a total oversubscribed placing of approximately £248.6 million (approximately US$325.0 million) (the Placing). 

As set out in the Placing Announcement, Greatland has entered into a binding agreement with certain Newmont Corporation subsidiaries (Newmont) to acquire, subject to certain conditions being satisfied, a 70% ownership interest in the Havieron gold-copper project (Havieron) (consolidating Greatland's ownership of Havieron to 100%), 100% ownership of the Telfer gold-copper mine (Telfer), and other related interests in assets in the Paterson region (together, the Target Assets) (the Acquisition). Under the terms of the Acquisition, the Company has agreed to acquire the Target Assets for a total consideration and debt repayment of up to US$475 million in aggregate (before adjustments).

The proceeds of the Placing will be used to finance the US$155.1 million cash component of the Acquisition consideration, repayment of the US$52.4 million outstanding Havieron joint venture loan to Newmont, repayment of the outstanding balance of approximately A$7.1 million under an existing working capital facility, the stamp duty payable by the Company on the Acquisition, the payment of transaction costs and expenses in connection with the Acquisition and the Placing, and working capital requirements. 

Retail Offer

As announced at 4:49 pm on 10 September 2024 the Company has also made a conditional offer for subscription of new ordinary shares of 4.8 pence each in the capital of the Company ("Ordinary Shares") via PrimaryBid (the "Retail Offer"). The Retail Offer will open to investors resident and physically located in the United Kingdom following the release of this Announcement. The Retail Offer is expected to close at 4:45 p.m. on 12 September 2024 and may close early if it is oversubscribed.

Commenting on the Placing, Greatland's Managing Director, Shaun Day, said:

"We are delighted to have successfully closed the Placing, which was strongly supported and oversubscribed. The Placing proceeds will fully fund the cash consideration for the Acquisition of 100% ownership of Havieron and Telfer, to make Greatland a material producer of gold and copper.

"I would like to extend a warm welcome to all investors who have participated in the Placing, both existing and new shareholders of Greatland.  We appreciate the support and look forward to the compelling opportunity that the Acquisition affords us to create value for all Greatland shareholders."

Further details of the Placing

The Acquisition constitutes a "reverse takeover" under the AIM rules for companies published by London Stock Exchange plc (the AIM Rules for Companies), and is therefore conditional upon, among other factors, the approval of existing Company shareholders at the General Meeting. A reverse takeover involves the cancellation of the existing ordinary shares of the Company from trading on AIM and a new application for the enlarged share capital of the Company (after completion of the Acquisition) to be admitted to trading on AIM (Readmission).

The Company has published an Admission Document in relation to the Acquisition, Placing and Readmission (Admission Document), which is available on the Company's website at https://greatlandgold.com/investors/regulatory-news/aim-admission-document/  to persons within permitted jurisdictions.

Settlement of the Placing and admission of the Placing Shares to trading on AIM is conditional upon, amongst other things, existing Company shareholders approving the Acquisition and the issue of the Placing Shares, but it is not conditional on Acquisition Completion or Readmission. 

A general meeting of the Company's shareholders will be convened pursuant to a notice contained in the Admission Document for 30 September 2024 (the General Meeting).

As previously announced, the Company has requested the restoration of trading in the Company's securities on AIM, which is expected to take place at 7.30 am today.

Admission and Trading

Application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is currently expected that the admission of the Placing Shares will become effective, and trading of the Placing Shares will commence on AIM, at 8.00 a.m. on 1 October 2024.

Related Party Transaction

Certain Directors have participated in the Placing as set out below:

Director	Amount subscribed (US$)	Number of Placing Shares	Shareholding following the Placing	Percentage of issued share capital at Admission
Mark Barnaba	99,734	1,589,303	1,589,303	0.02%
Shaun Day	99,734	1,589,303	2,678,303	0.03%
Elizabeth Gaines	66,489	1,059,535	1,059,535	0.01%
Jimmy Wilson	49,867	794,651	794,651	0.01%
Paul Hallam	49,867	794,651	794,651	0.01%
Yasmin Broughton	33,245	529,767	529,767	0.01%

The participation of Directors Mark Barnaba, Shaun Day, Elizabeth Gaines, Jimmy Wilson, Paul Hallam and Yasmin Broughton in the Placing is regarded as a related party transaction under the AIM Rules for Companies. They are participating on the same terms as all other investors. The independent directors, being Alex Borrelli and Clive Latcham consider, having consulted with SPARK as the Company's Nominated Adviser, that the terms of the transaction are fair and reasonable insofar as Shareholders are concerned.

Expected timetable of principal events

Event	Date
General Meeting	10.00 a.m. on 30 September 2024
Expected time and date of Admission and issue of the Fundraise Shares	8.00 a.m. on 1 October 2024
CREST accounts credited (where applicable) in respect of the Fundraise Shares	8.00 a.m. on 1 October 2024
Despatch of definitive share certificates (where applicable) in respect of the Fundraise Shares	By 1 October 2024
Expected completion of the Acquisition, issue of the Consideration Shares and Readmission and commencement of dealings in the Enlarged Share Capital on AIM	Q4 2024

Placing Statistics

Information	Statistic
Number of Ordinary Shares in issue as at the date of the Admission Document	5,090,376,282
Number of Placing Shares	5,179,010,416
Number of Retail Shares	up to 140,725,613
Number of Ordinary Shares in issue immediately following Admission	10,412,770,289
Placing Price	4.8 pence
Placing Shares as a percentage of the issued share capital of the Company immediately following Admission	49.7%
Retail Shares as a percentage of the issued share capital of the Company immediately following Admission	1.4%
Proceeds of the Placing receivable by the Company before expenses	US$325.0 / £248.6 million
Proceeds of the Retail Offer receivable by the Company before expenses	up to US$8.8 / £6.8 million
Proceeds of the Fundraise receivable by the Company before expenses	up to US$333.8 / £255.3 million
Proceeds of the Fundraise receivable by the Company after expenses	up to US$323.5 / £247.4 million
Market capitalisation of the Company following Admission (approximately)	US$653.4 / £499.8 million
Number of Consideration Shares	2,669,182,291
Consideration Shares as a percentage of the Enlarged Share Capital immediately following Readmission	20.4%
Market capitalisation of the Company following Readmission (approximately)	US$820.9 / £627.9 million
Number of Ordinary Shares in issue immediately following Readmission	13,081,952,580

Notes

Assuming no options are exercised prior to Admission or Readmission, the Retail Offer is taken up in full, and the Paterson South Consideration Shares are issued.

 At the Placing Price and calculated in accordance with the Acquisition Agreement, using an exchange rate of £1 = US$1.307.

Defined terms used in this section of this announcement have the meanings given in the Admission Document, in the Sections entitled Definitions and Glossary of Technical Terms, unless the context requires otherwise.

Contact

For further information, please contact:

Greatland Gold plc

Shaun Day, Managing Director | Rowan Krasnoff, Head of Business Development [e-mail]

Canaccord Genuity Limited (Global Coordinator & Sole Bookrunner)

James Asensio | Jeremy Dunlop | Duncan St John | George Grainger | Sam Lucas

[phone]

Merrill Lynch Markets (Australia) Pty. Limited (Financial Adviser)

Karl Rozman | Alastair McBride White | Marcus Jackson

[phone]

SPARK Advisory Partners Limited (Nominated Adviser)

Andrew Emmott | James Keeshan | Neil Baldwin

[phone]

Sternship Advisers Pty Ltd (Co-Lead Manager)

Robbie Hamilton

[phone]

SCP Resource Finance LP (Co-Lead Manager)

Filipe Martins

[phone]

Media Relations

Australia - Fivemark Partners | Michael Vaughan

[phone]

UK - Gracechurch Group | Harry Chathli | Alexis Gore | Henry Gamble

[phone]

IMPORTANT INFORMATION

General

The contents of this announcement are not to be construed as legal, financial or tax advice. Each prospective investor should consult a legal adviser, an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (FSMA) or a tax adviser for legal, financial or tax advice in relation to any investment in or holding of ordinary shares. Each prospective investor should consult with such advisers as needed to make its investment decision and to determine whether it is legally permitted to hold shares under applicable legal investment or similar laws or regulations. Investors should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time.

Investing in and holding the ordinary shares involves financial risk. Prior to investing in the ordinary shares, investors should carefully consider all of the information contained in the Admission Document, paying particular attention to the risk factors contained in ‎Part 6 (Risk Factors) of the Admission Document. Investors should consider carefully whether an investment in the ordinary shares is suitable for them in light of the information contained in the Admission Document and their personal circumstances.

To the extent permitted by law and regulation, no undertaking, representation or warranty or other assurance, express or implied, is made or given by or on behalf of the Company, or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person, as to the accuracy, completeness or fairness of the information or opinions contained in this announcement. None of the Company, SPARK or Canaccord, or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, officers, partners, employees, agents, affiliates, representatives or advisers, or any other person their respective affiliates and advisers, agents and/or any other party undertakes or is under any duty to update this announcement or to correct any inaccuracies in any such information which may become apparent or to provide any person with any additional information. Save in the case of fraud, no responsibility or liability is accepted by any such person for any errors, omissions or inaccuracies in such information or opinions or for any loss, cost or damage suffered or incurred, however arising, directly or indirectly, from any use of, as a result of the reliance on, or otherwise in connection with, this announcement. In addition, no duty of care or otherwise is owed by any such person to recipients of this announcement or any other person in relation to this announcement.

SPARK Advisory Partners Limited which is authorised and regulated in the UK by the FCA, is acting as nominated adviser to the Company in connection with the Placing and Readmission and will not be acting for any other person (including a recipient of this announcement) or otherwise be responsible to any person for providing the protections afforded to clients of SPARK or for advising any other person in respect of the proposed Placing, Retail Offer and Readmission or any transaction, matter or arrangement referred to in this announcement. SPARK's responsibilities as the Company's nominated adviser under the AIM rules for nominated advisers published by London Stock Exchange plc from time to time are owed solely to London Stock Exchange plc and are not owed to the Company or to any director or to any other person in respect of such person's decision to acquire shares in the Company in reliance on any part of this announcement. SPARK is not making any representation or warranty, express or implied, as to the contents of this announcement.

Canaccord Genuity Limited which is authorised and regulated in the UK by the FCA, is acting as global coordinator, bookrunner and broker to the Company in connection with the Placing and Readmission and will not be acting for any other person (including a recipient of this announcement) or otherwise be responsible to any person for providing the protections afforded to clients of Canaccord or for advising any other person in respect of the Placing, Retail Offer and Readmission or any transaction, matter or arrangement referred to in this announcement. Canaccord is not making any representation or warranty, express or implied, as to the contents of this announcement.

In connection with the Placing, the Bookrunner and any of its respective affiliates, acting as an investor for its or their own account(s), may acquire ordinary shares, and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for its or their own account(s) in ordinary shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the ordinary shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, dealing or placing by, the Bookrunner and any of its respective affiliates acting as an investor for its or their own account(s). The Bookrunner does not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The Bookrunner and its affiliates may have engaged in transactions with, and provided various investment banking, financial advisory and other services to, the Company for which they would have received customary fees. The Bookrunner and any of its affiliates may provide such services to the Company and any of its affiliates in the future.

The person responsible for arranging the release of this announcement on behalf of the Company is Shaun Day.

This announcement contains inside information for the purposes of Article 7 of UK MAR, encompassing information relating to the Acquisition and the Equity Raising described herein, and is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. In addition, market soundings (as defined in UK MAR) were taken in respect of the Placing with the result that certain persons became aware of inside information (as defined in UK MAR), as permitted by UK MAR. This inside information is set out in this announcement. Therefore, upon publication of this announcement, those persons that received such inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.

Notice to overseas persons

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER, OR THE SOLICITATION OF AN OFFER, TO BUY OR SUBSCRIBE FOR, ORDINARY SHARES TO ANY PERSON TO WHOM, OR IN ANY JURISDICTION IN WHICH, SUCH OFFER OR SOLICITATION IS UNLAWFUL AND IS NOT FOR DISTRIBUTION IN OR INTO ANY RESTRICTED JURISDICTION.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING.  THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE EQUITY RAISING MAY BE RESTRICTED BY LAW IN CERTAIN JURISDICTIONS. NO ACTION HAS BEEN TAKEN OR WILL BE TAKEN BY THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER, PRIMARYBID OR THE BOOKRUNNER TO PERMIT A PUBLIC OFFER OF ORDINARY SHARES OR TO PERMIT THE POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE MAY BE REQUIRED. THIS ANNOUNCEMENT MAY NOT BE DISTRIBUTED IN ANY JURISDICTION EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANY APPLICABLE LAWS AND REGULATIONS. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE DIRECTORS, THE NOMINATED ADVISER AND THE BOOKRUNNER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS. FAILURE TO COMPLY WITH ANY SUCH RESTRICTIONS MAY CONSTITUTE A VIOLATION OF THE SECURITIES LAWS OF THE RELEVANT JURISDICTION.

Notice to investors in the United States

The ordinary shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, (the "US Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States (including its territories and dependencies, any state of the United States and the District of Columbia) or to, or for the account or benefit of, US persons (as defined in Regulation S under the US Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and applicable State securities laws. There will be no public offering of the ordinary shares in the United States.

THE ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE ORDINARY SHARES OR THE ACCURACY OR ADEQUACY OF THIS ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

In particular, the Retail Offer will be made only to persons who are, and at the time the ordinary shares are subscribed for, will be outside the United States and subscribing for the ordinary shares in an "offshore transaction" as defined in, and in accordance with Regulation S under the US Securities Act. Persons who are resident in or otherwise located in the United States will not be eligible to participate in the Retail Offer or subscribe for ordinary shares.

Notice to investors in the United Kingdom

No ordinary shares have been offered or will be offered to the public in the United Kingdom prior to the publication of a prospectus in relation to the ordinary shares which has been approved by the Financial Conduct Authority (FCA), except that the ordinary shares may be offered to the public in the United Kingdom at any time:

a)         to any legal entity which is a qualified investor as defined under Article 2(e) of the UK version of the Prospectus Regulation EU No. 2017/1129 (UK Prospectus Regulation); or

b)         to fewer than 150 natural or legal persons (other than a qualified investor as defined under Article 2(e) of the UK Prospectus Regulation), subject to obtaining the prior written consent of Canaccord; and/or

c)         in any other circumstances falling within Section 86 of FSMA,

provided that no such offer of the ordinary shares shall require the Company or any other person to publish a prospectus pursuant to Section 85 of FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation and each person who initially acquires any ordinary shares or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the UK Prospectus Regulation.

In the case of any ordinary shares being offered to a "financial intermediary", as that term is used in Article 5(1) of the UK Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public, other than their offer or resale to qualified investors in the United Kingdom or a Member State or in circumstances in which the prior consent of the Bookrunner has been obtained to each such proposed offer or resale. The Company, the directors, the Bookrunner and its affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

Neither the Company, the Nominated Adviser nor the Bookrunner have authorised, nor do they authorise, the making of any offer of ordinary shares in circumstances in which an obligation arises for the Company to publish a prospectus or a supplemental prospectus for such offer.

For the purposes of this provision, the expression an "offer to the public" in relation to the ordinary shares in the United Kingdom means the communication in any form and by any means of sufficient information on the terms of the offer and any ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for any ordinary shares.

Notice to investors in the European Economic Area

In relation to each Member State, no offer of ordinary shares has been offered or will be offered to the public in that Member State prior to the publication of a prospectus in relation to the ordinary shares which has been approved by the competent authority in that Member State, all in accordance with Regulation (EU) 2017/1129 (Prospectus Regulation). Each person who initially acquires any ordinary shares (other than any retail offeree) or to whom any offer is made under the Placing will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of the law of the Member State implementing Article 2(e) of the Prospectus Regulation.

In the case of any ordinary shares being offered to a "financial intermediary", as that term is used in Article 5(1) of the Prospectus Regulation, such financial intermediary will also be deemed to have represented, acknowledged and agreed that the ordinary shares acquired by it have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any ordinary shares to the public, other than their offer or resale to qualified investors in a Member State or in circumstances in which the prior consent of the Bookrunner has been obtained to each such proposed offer or resale. The Company, the directors, the Bookrunner and its affiliates, and others will rely upon the truth and accuracy of the foregoing representation, acknowledgement and agreement.

Neither the Company nor the Bookrunner have authorised, nor do they authorise, the making of any offer of ordinary shares in circumstances in which an obligation arises for the Company to publish a prospectus or a supplemental prospectus for such offer.

For the purpose of the above provisions, the expression "an offer to the public" in relation to any ordinary shares in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe for the ordinary shares.

Notice to investors in Australia

This announcement is not a prospectus, product disclosure statement or other disclosure document for the purposes of the Australian Corporations Act 2001 (Cth) (Australian Corporations Act) and has not been lodged with, or notified to, the Australian Securities and Investments Commission in connection with the offer of ordinary shares in the Company and no offer or invitation to subscribe for ordinary shares under this announcement is made to the public in Australia and the ordinary shares may not be offered or sold in Australia in any manner that would require disclosure. The provision of this announcement to any person does not constitute an offer of ordinary shares to any person to whom such an offer or invitation would be unlawful.

Any invitation to subscribe for ordinary shares has only been made to investors in Australia to whom an offer can be made without a disclosure document in accordance with Chapter 6D of the Australian Corporations Act (as either a "sophisticated investor", a "professional investor" or an "experienced investor" who is exempt from the disclosure requirements under section 708(8), (10) or (11) of the Australian Corporations Act). It is a condition of any person receiving and retaining this announcement in Australia that they represent and warrant to the Company, its directors and the Nominated Advisor that they are a "sophisticated investor", "professional investor" or an "experienced investor" and that they will not distribute this announcement to any other person or entity.

Notice to investors in Canada

The ordinary shares referred to herein have not been and will not be qualified for distribution or distribution to the public under applicable Canadian securities laws and, accordingly, any sale of the securities will be made on a basis which is exempt from the prospectus requirements of such securities laws only to "accredited investors" within the meaning ascribed to that term in National Instrument 45-106 - Prospectus Exemptions, of the Canadian securities administrators (NI 45-106). The ordinary shares referred to herein are not being offered to and may not be purchased by, or for the benefit of, persons resident in Canada except for "accredited investors". The information included in this announcement is not intended to, and does not, comply with all of the disclosure requirements that would apply under applicable Canadian securities law if the Equity Raising was being qualified pursuant to a prospectus filed with the relevant Canadian securities regulatory authorities. No securities commission or similar securities regulatory authority in Canada has reviewed or in any way passed upon this announcement or the contents hereof, or the merits of the ordinary shares and any representation to the contrary is an offense under applicable Canadian securities laws.

No offer of securities is made pursuant to this announcement in Canada except to a person who has represented to the Company that such person: (i) is purchasing as principal, or is deemed to be purchasing as principal in accordance with applicable Canadian securities laws, for investment only and not with a view to resale or distribution; and (ii) is an "accredited investor" as such term is defined in Section 1.1 of National Instrument 45-106 Prospectus Exemptions or, in Ontario, as such term is defined in Section 73.3(1) of the Securities Act (Ontario). Any ordinary shares which are being sold in Canada are done so in reliance on an exemption or exemptions from the requirements to provide the relevant subscribers with a prospectus and, as a consequence of acquiring securities pursuant to this exemption or exemptions, certain protections, rights and remedies provided by the applicable Canadian securities laws will not be available to the relevant subscriber. The ordinary shares will be subject to statutory resale restrictions under the applicable Canadian securities laws and any resale of the ordinary shares must be made in accordance with such resale restrictions or in reliance on an available exemption therefrom. The subscriber is solely responsible (and Company not in any way responsible) for compliance with applicable securities laws in the resale of any ordinary shares.

Notice to investors in Hong Kong

WARNING: THE CONTENTS OF THIS ANNOUNCEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER. IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS ANNOUNCEMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE. NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA (HONG KONG) OR IN OR INTO ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.

This announcement has not been reviewed by any regulatory authority in Hong Kong and it has not been, and will not be, registered as a prospectus under the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) (CWUMPO), nor has it been authorised by the Securities and Futures Commission pursuant to the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (SFO). Accordingly, the ordinary shares may not be offered or sold in Hong Kong, by means of any document, other than:

a)         to persons who are "professional investors" as defined in the SFO and any rules made thereunder; or

b)         in other circumstances which do not result in this announcement being a "prospectus" as defined in the CWUMPO or which do not constitute an offer to the public within the meaning of the CWUMPO.

No advertisement, invitation or document relating to the ordinary shares has been or will be issued, or has been or will be in the possession of any person for the purpose of issue, in Hong Kong or elsewhere that is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the ordinary shares that are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" (as defined in the SFO and any rules made thereunder). No person to whom a copy of this announcement is issued may issue, circulate or distribute this announcement in Hong Kong or make or give a copy of this announcement to any other person. No person to whom the ordinary shares are issued may sell, or offer to sell, such ordinary shares in circumstances that amount to an offer to the public in Hong Kong within six months following the date of issue of such ordinary shares.

Notice to investors in Singapore

This announcement has not been and will not be registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ordinary shares may not be circulated or distributed, nor may ordinary shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore (SFA)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018 of Singapore, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA. A reference to any term as defined in the SFA or any provision in the SFA is a reference to that term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant time.

Notification under Section 309B of the SFA: the ordinary shares are "prescribed capital markets products" (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and "Excluded Investment Products" (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

Forward-looking statements

This announcement contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the group's control and all of which are based on the directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs and current expectations of the Company or the directors concerning, among other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the group or developments in the industry in which the group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this announcement. Prospective investors are strongly recommended to read the risk factors set out in ‎Part 6 (Risk Factors) of the Admission Document for a more complete discussion of the factors that could affect the Company's future performance and the industry in which the group operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

The forward-looking statements contained in this announcement speak only as at the date of this announcement. The Company undertakes no obligation to update or revise publicly the forward-looking statements contained in this announcement to reflect any change in expectations or to reflect events or circumstances occurring or arising after the date of this announcement, except as required in order to comply with its legal and regulatory obligations (including under the AIM Rules for Companies).

No incorporation of website information

The contents of the Company's website, any website mentioned in this announcement or any website directly or indirectly linked to these websites have not been verified and do not form part of this announcement and prospective investors should not rely on such information.

 

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