Publication of Circular and Notice of EGM

RNS Number : 5758P

Hochschild Mining PLC

19 October 2021

 

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE IN BREACH OF APPLICABLE LAWS.

For immediate release

19 October 2021

Proposed demerger of Aclara Resources Inc. on the TSX

Publication of Circular and Notice of Extraordinary General Meeting

Hochschild Mining PLC ("Hochschild" or the "Company") (LSE: HOC) (OTCQX: HCHDF) today announces that, further to the announcement earlier today in relation to the proposed demerger of Aclara Resources Inc. ("Aclara") from the group (the "Demerger") and the proposed listing of the entire issued share capital of Aclara on the Toronto Stock Exchange ("TSX"), a shareholder circular relating to the Demerger (the "Circular") has now been published.

The Company urges all shareholders of the Company ("Shareholders") to read the Circular carefully as it contains important information in relation to the Demerger. As described in the Circular, the board of directors of the Company unanimously recommends that all Shareholders vote in favour of the resolution relating to the Demerger being proposed at the Extraordinary General Meeting (as defined below).

Terms used but not defined in this announcement have the same meaning as set out in the Circular.

Extraordinary General Meeting

The Circular includes a Notice of Extraordinary General Meeting (the "Notice") convening an extraordinary general meeting to be held at the offices of Skadden, Arps, Slate, Meagher & Flom (UK) LLP, 21st Floor, 40 Bank Street, London E14 5DS at 10:00 a.m. on Friday 5 November 2021 (the "Extraordinary General Meeting").

The Company has taken a number of precautionary measures to help prevent the spread of COVID-19 at the Extraordinary General Meeting. As an alternative to attending the meeting in person, Shareholders are encouraged to complete and return a proxy to the Company's registrar in accordance with the instructions set out in the Notice and appoint the Chairman of the Extraordinary General Meeting as proxy.

Shareholders who wish to attend the Extraordinary General Meeting must register their intention to do so by contacting [e-mail] as soon as possible and, in any event, by no later than 10:00 a.m. on Wednesday 3 November 2021, so that appropriate arrangements can be made.

Information relating to any changes to the Extraordinary General Meeting, including in response to government advice regarding COVID-19, will be communicated to Shareholders before the Extraordinary General Meeting through announcements via a Regulatory Information Service and the Company's website at   www.hochschildmining.com.

Further, for the safety of others, a Shareholder or proxy will only be permitted to attend the Extraordinary General Meeting if he or she: (i) is not experiencing any of the symptoms connected with COVID-19; (ii) has not been advised to self-quarantine in line with government guidance; and (iii) either (a) has been fully vaccinated and can submit proof of his or her vaccination status either in the form of the NHS COVID Pass or in the form of a duly completed COVID-19 vaccination card, or (b) can provide evidence of a negative result of a lateral flow test (or nucleic acid test, LAMP test or other antigen test) taken no more than 48 hours prior to the Extraordinary General Meeting (or, in the case of any adjournment of the Extraordinary General Meeting, not later than 48 hours before the time fixed for the holding of the adjourned meeting).

Availability of the Circular

Copies of the Circular and certain other documents in relation to the Demerger are available for inspection at the Company's website at www.hochschildmining.com.

Expected timetable of principal events

Each of the times and dates in the below is indicative only and may be subject to change by the Company, in which event details of the new times and dates will be notified to Shareholders by announcement through a Regulatory Information Service.

Time and Date

Publication and posting of this Circular and the Notice of Extraordinary General Meeting............. …...Tuesday 19 October 2021

Latest time and date for receipt of proxy appointments and CREST Proxy Instructions from Shareholders
in respect of the Extraordinary General Meeting............................................................… 10:00 a.m. on Wednesday 3 November 2021

Extraordinary General Meeting…10:00 a.m. on Friday 5 November 2021

Record Time for determining entitlement to the Demerger Dividend …. A date before D

Demerger Dividend of Demerged Aclara Shares…..Shortly prior to Listing on D

Listing of, and commencement of dealings in, Aclara Shares….A date ("D") expected to be before the end of 2021

Despatch of direct registration advices in respect of Demerged Aclara Shares….  Following Listing on D

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Enquiries:

Hochschild Mining PLC

Charles Gordon                                                                                                                                                                                                                                [phone]

Head of Investor Relations

Hudson Sandler

Charlie Jack    [phone]

Public Relations

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About Hochschild Mining PLC

Hochschild Mining PLC is a leading precious metals company listed on the London Stock Exchange (HOCM.L / HOC LN) and crosstrades on the OTCQX Best Market in the U.S. (HCHDF), with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has over fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates three underground epithermal vein mines, two located in southern Peru and one in southern Argentina. Hochschild also has numerous long-term projects throughout the Americas.

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Important Information

The distribution of this announcement in certain jurisdictions may be restricted by law and, therefore, persons into whose possession this announcement comes should inform themselves and observe any such restrictions in relation to the Company's shares, the Aclara Shares and this announcement, including those in the paragraphs that follow. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken or will be taken in any jurisdiction that would permit possession or distribution of this announcement in any country or jurisdiction where action for that purpose is required. Accordingly, this announcement may not be distributed or published in any jurisdiction where to do so would breach any securities laws or regulations of any such jurisdiction or give rise to an obligation to obtain any consent, approval or permission, or to make any application, filing or registration. Failure to comply with these restrictions may constitute a violation of the securities laws or regulations of such jurisdictions.

This announcement does not constitute an offer to sell, subscribe or purchaser or the solicitation of an offer to sell, subscribe for or purchase any shares of the Company, any Aclara Shares or any other securities in any jurisdiction. The Aclara Shares have not been and will not be registered under the applicable securities law of Japan, Australia or the Republic of South Africa and, subject certain limited exceptions, may not be offered for sale or sold, directly or indirectly, in or into Japan, Australia or the Republic of South Africa. Prior to completion of the Demerger, Aclara intends to file a long form prospectus with the securities regulatory authorities in each of the provinces and territories of Canada (excluding Quebec) in order to qualify the distribution of the Aclara Shares issuable pursuant to the Demerger such that, following completion of the Demerger, all of the Aclara Shares issuable pursuant to the Demerger shall be freely tradeable in Canada and over the facilities of the Toronto Stock Exchange under applicable Canadian securities laws.  The Aclara Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. None of the US Securities and Exchange Commission, any other US federal or state securities commission or any US regulatory authority has approved or disapproved of the Aclara Shares nor have such authorities passed upon or endorsed the merits of the Aclara Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement is not an offer or solicitation to purchase or invest in any securities of the Company or Aclara. It is not a prospectus within the meaning of the Swiss Financial Services Act, or within the meaning of any securities laws or regulations of Switzerland. Neither this announcement nor any other offering or marketing material relating to the Company's shares or the Aclara Shares has been or will be filed with or approved by any Swiss regulatory authority.

Nothing in this announcement should be construed as a profit forecast.

LEI: 549300JK10TVQ3CCJQ89

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