Publication of Scheme Document

Shanta Gold Limited

25 January 2024

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

25 January 2024

RECOMMENDED CASH ACQUISITION
of
SHANTA GOLD LIMITED
by
SATURN RESOURCES LTD
(a newly formed company wholly-owned by ETC Holdings (Mauritius) Limited)

to be effected by means of a scheme of arrangement under Part VIII of the Companies (Guernsey) Law, 2008, as amended (the "Companies Law")

PUBLICATION OF SCHEME DOCUMENT

On 20 December 2023, the board of directors of Shanta Gold Limited ("Shanta") and Saturn Resources Ltd ("Bidco"), a wholly-owned subsidiary of ETC Holdings (Mauritius) Limited ("ETC Holdings"), announced that they had reached agreement on the terms and conditions of a recommended cash acquisition, pursuant to which Bidco will acquire the entire issued, and to be issued, share capital of Shanta not already owned by any member of the Bidco Group (the "Acquisition"). It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement (the "Scheme") under Part VIII of the Companies Law.

Publication of the Scheme Document

Shanta announces that a circular in relation to the Scheme (the "Scheme Document") containing, among other things, a letter from the Chairman of Shanta, an explanatory statement pursuant to section 108 of the Companies Law, the full terms and conditions of the Acquisition, an expected timetable of principal events, notices of the Court Meeting and the General Meeting and details of the actions to be taken by Shanta Shareholders has been published today at Shanta's website at www.shantagold.com, and Bidco's website, at https://etcholdings.net/.

Copies of the Scheme Document (which includes the notices of the Court Meeting and the General Meeting) and the Forms of Proxy for use in connection with the Court Meeting and General Meeting are being posted to Shanta Shareholders today.

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London times unless otherwise stated.

Notices of the Court Meeting and General Meeting and Action required

As further detailed in the Scheme Document, in order to become Effective, the Scheme will require, among other things, the approval of a majority in number of the Voting Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy at the Court Meeting (or any adjournment of the Court Meeting), representing not less than 75 per cent. of the voting rights of such Voting Scheme Shareholders, and the passing of the Resolution necessary to, amongst other things, implement the Scheme at the General Meeting by the requisite majority of Shanta Shareholders at the General Meeting. Following the Court Meeting and the General Meeting and the satisfaction (or, where applicable, waiver) of the other Conditions, the Scheme must also be sanctioned by the Court.

Notices convening the Court Meeting and the General Meeting of Shanta, both of which will be held at the offices of Vistra Fund Services (Guernsey) Limited, 11 New Street, St Peter Port, Guernsey GY1 3EG on 29 February 2024, are set out in the Scheme Document. The Court Meeting will start at 1:00 p.m. on that date and the General Meeting will start at 1:15 p.m. on that date (or as soon thereafter as the Court Meeting concludes or is adjourned).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair representation of Voting Scheme Shareholders' opinion. Whether or not Voting Scheme Shareholders and Shanta Shareholders intend to attend, speak and/or vote at the Meetings, they are strongly advised and encouraged to sign and return their Forms of Proxy, and instructions for the Court Meeting and the General Meeting as soon as possible, using any of the methods set out in the Scheme Document, to ensure their vote is recorded. Voting Scheme Shareholders and Shanta Shareholders are also strongly encouraged, in respect of both Meetings, to appoint "the Chair of the meeting" as their proxy.

Recommendation

The Independent Shanta Directors, who have been so advised by Liberum as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Independent Shanta Directors, Liberum has taken into account the commercial assessments of the Independent Shanta Directors. Liberum is providing independent advice to the Independent Shanta Directors for the purposes of Rule 3 of the Takeover Code.

Accordingly, the Independent Shanta Directors unanimously recommend that Voting Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Shanta Shareholders vote in favour of the Resolution to be proposed at the General Meeting (or, subject to the consent of the Panel and the terms of the Co-operation Agreement, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such Takeover Offer). The Independent Shanta Directors who are interested in Shanta Shares have irrevocably undertaken to vote in favour (or procure to vote) in respect of their own beneficial holdings (and those of their connected persons) of 18,895,073 Shanta Shares, representing in aggregate, approximately 1.88 per cent. of the Voting Scheme Shares, and approximately 1.80 per cent. of the existing issued capital of Shanta at the close of business on the Latest Practicable Date. Since Ketan Patel, who is a Shanta Director, is associated with and indirectly beneficially interested in Bidco:

·      he is not deemed sufficiently independent to join with the remaining Shanta Directors in relation to them considering, and publicly expressing their views on, the Acquisition; and

·      the Acquisition is also classified as a related party transaction for the purposes of the AIM Rules. The Independent Shanta Directors consider, having consulted with Liberum, Shanta's nominated adviser, that the terms of the Acquisition are fair and reasonable in so far as the Shanta Shareholders are concerned.

Shanta Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Timetable

The Scheme Document contains an expected timetable of principal events in relation to the Scheme, which is also set out in the Appendix to this announcement. Subject to obtaining the approval of (i) the requisite majority of eligible Voting Scheme Shareholders at the Court Meeting, and (ii) the requisite majority of eligible Shanta Shareholders at the General Meeting and on the satisfaction (or, where applicable, waiver) of the other Conditions set out in the Scheme Document, including the approval of the Court, the Scheme is expected to become Effective in H1 2024. If any of the key dates set out in the timetable change, notice of this change will be made by the issuance of an announcement through a Regulatory Information Service.

Cancellation of admission to trading

Prior to the Scheme becoming Effective, it is intended that an application will be made to the London Stock Exchange for the cancellation of the admission to trading of the Shanta Shares on AIM, such cancellation to be conditional on the Scheme becoming Effective, and to take effect on and from or shortly after the Effective Date. The last day of dealings in, and for registration of transfers of, Shanta Shares is expected to be the Business Day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. on that day other than to Bidco (or as Bidco may direct) pursuant to the Shanta articles of incorporation, as proposed to be amended by the Resolution at the General Meeting.

Information for Shanta Shareholders and helpline

If you have any questions about the Scheme Document, the Court Meeting, the General Meeting or how to complete the Forms of Proxy or to submit your proxies through the CREST electronic proxy appointment service, please call Computershare on [phone]. Lines are open between 8.30 a.m. and 5.30 p.m. Monday to Friday (London time), (except public holidays in England and Wales). Calls from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones. Please note that calls may be monitored or recorded and Computershare cannot provide advice on the merits of the Acquisition or the Scheme or give any financial, legal or tax advice.

Enquiries:

Shanta	Tel: [phone]
Eric Zurrin, Chief Executive Officer Michal Devine, Chief Financial Officer
Liberum (Sole Financial and Rule 3 Adviser, Nominated Adviser and Sole Broker to Shanta) Investment Banking Scott Mathieson, Nikhil Varghese M&A Tim Medak, Mark Harrison, Matt Hogg	Tel: [phone]
FTI Consulting (Public Relation Adviser to Shanta) Sara Powell, Nick Hennis	Tel: [phone]
Bidco and ETC Holdings	Tel: [phone]
Badal Patel, CFO C/o Berenberg
Berenberg (Financial Adviser to Bidco and ETC Holdings)	Tel: [phone]
Matthew Armitt, Miles Cox, Jennifer Lee, James Thompson

In connection with the Acquisition:

RBG Legal Services Limited, trading as Memery Crystal, is acting as legal adviser to Shanta on English law;

Carey Olsen (Guernsey) LLP is acting as legal adviser to Shanta on Guernsey law;

Addleshaw Goddard LLP is acting as legal adviser to Bidco and ETC Holdings on English law; and

Mourant Ozannes (Guernsey) LLP is acting as legal adviser to Bidco and ETC Holdings on Guernsey law.

IMPORTANT NOTICES

Liberum Capital Limited ("Liberum"), which is authorised and regulated in the United Kingdom by the Financial Conduction Authority (the "FCA"), is acting as financial adviser exclusively for Shanta and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Shanta for providing the protections afforded to clients of Liberum for providing advice in connection with any matter or arrangement referred to herein. Neither Liberum nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Liberum in connection with this announcement, any statement contained herein, the Acquisition or otherwise. No representation or warranty, express or implied, is made by Liberum as to the contents of this announcement.

Joh. Berenberg, Gossier & Co. KG ("Berenberg"), which is authorised and regulated by the German Federal Financial Supervisory Authority ("BaFin") and is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively for Bidco and ETC Holdings and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Bidco and ETC Holdings for providing the protections afforded to clients of Berenberg for providing advice in connection with any matter referred to herein. Neither Berenberg nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Berenberg in connection with this announcement, any statement contained herein, the Acquisition or otherwise.

OVERSEAS JURISDICTONS

This announcement has been prepared in accordance with, and for the purposes of complying with, Guernsey law, the Takeover Code, the Market Abuse Regulation and the AIM Rules, and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Guernsey.

The release, publication or distribution of this announcement in or into, and the availability of the Acquisition to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom or Guernsey may be restricted by law and therefore any persons into whose possession this announcement comes who are subject to the laws and/or regulations of any jurisdiction other than the United Kingdom or Guernsey should inform themselves about, and observe any applicable laws and/or regulations in their jurisdiction. In particular, the ability of persons who are not resident in the United Kingdom or Guernsey to vote their Voting Scheme Shares with respect to the Scheme at the Court Meeting or their Shanta Shares in connection with the Resolution at the General Meeting, or to execute and deliver Forms of Proxy (or other proxy instructions) appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Bidco or required by the Takeover Code, and permitted by applicable law and regulation, the Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Acquisition. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Takeover Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The Acquisition is subject to Guernsey law and the jurisdiction of the Court, and the applicable requirements of the Takeover Code, the Panel, the FCA, the London Stock Exchange (including pursuant to the AIM Rules).

Notice to U.S. investors in Shanta

The Acquisition relates to the shares of a company registered in Guernsey with a quotation on AIM and is proposed to be made by means of a scheme of arrangement provided for under Part VIII of the Companies Law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended and the rules regulations promulgated thereunder (the "U.S. Exchange Act"). Accordingly, the Acquisition will be subject to the disclosure requirements and practices applicable in Guernsey to schemes of arrangement which differ from the disclosure requirements of United States tender offers and proxy solicitation rules.

Neither the U.S. Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this announcement. Any representation to the contrary may be a criminal offence.

If, in the future, Bidco exercises the right, with the consent of the Panel (where necessary), and in accordance with the terms of the Co-Operation Agreement between Bidco and Shanta dated 20 December 2023, to implement the Acquisition by way of a Takeover Offer and determines to extend the offer into the United States, the Acquisition will be made in compliance with applicable United States laws and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder.

Financial information included in this announcement, if any, has been or will be prepared in accordance with accounting standards applicable in the United Kingdom and Guernsey that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of cash pursuant to the Acquisition by a US Holder of Shanta Shares as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each US Holder of Shanta Shares is therefore urged to consult with independent legal, tax and financial advisers in connection with making a decision regarding the Acquisition.

It may be difficult for US Holders of Shanta Shares to enforce their rights and any claim arising out of the US federal laws in connection with the Acquisition, since Bidco and Shanta are located in, and organised under the laws of, a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US Holders of Shanta Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to the jurisdiction or judgment of a US court.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the U.S. Exchange Act (to the extent applicable), Bidco, certain affiliated companies and their nominees or brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Shanta Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn. If such purchases or arrangements to purchase were to be made, they would be made outside of the United States and would be in accordance with applicable law, including the U.S. Exchange Act and the Code. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to the regulatory news service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This announcement (including information incorporated by reference into this announcement), statements made regarding the Acquisition, and other information published by Bidco and/or Shanta, contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and not based on historical facts, but rather on current expectations and projections of the management of Bidco and/or Shanta about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this announcement include statements with respect to the financial condition, results of operations and business of Shanta and certain plans and objectives of Bidco with respect thereto and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the fact that they do not relate only to historical or current facts and may use words such as "anticipate", "target", "expect", "estimate", "forecast", "intend", "plan", "budget", "scheduled" "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Shanta and/or Bidco in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve known and unknown risk and uncertainty and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such, because they relate to events and depend on circumstances that will occur in the future. Although Bidco and/or Shanta believe that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this announcement. Neither Bidco nor Shanta assumes any obligation to update or correct the information contained in this announcement (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are a number of factors which could cause actual results and developments to differ materially from those expressed or implied in the forward-looking statements including, but not limited to: the enactment of legislation or regulation in the countries in which Bidco and Shanta operate that may impose costs or restrict activities; the re-negotiation of contracts or licences; the ability to obtain requisite regulatory approvals and the satisfaction of other Conditions on the proposed terms; changes in the local and global, political, economic, business and competitive environments and in market and regulatory forces, fluctuations in the spot and forward price of gold or certain other commodities (such as silver, diesel fuel, and electricity); the speculative nature of mineral exploitation and development; fluctuations in demand and pricing in the mineral exploration and mining industry; risks and hazards associated with the business of mineral exploration development and mining such as environmental hazards, industrial accidents, and gold bullion or gold losses (and the risk of inadequate insurance, or inability to obtain insurance, to cover these risks); fluctuations in the currency markets; changes in exchange controls; changes in government policy and taxation; industrial disputes; war and terrorism. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results and developments may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither Bidco nor Shanta, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. Given the risks and uncertainties, you are cautioned not to place any reliance on these forward-looking statements.

Other than in accordance with their legal or regulatory obligations, neither Bidco nor Shanta is under any obligation, and Bidco and Shanta expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

IMPORTANT INFORMATION

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities or a solicitation of any vote or approval pursuant to this announcement or otherwise in any jurisdiction in which such offer, invitation or solicitation is unlawful.

This announcement and the accompanying documents have been prepared in connection with proposals in relation to a scheme of arrangement which will be subject to the applicable requirements of the Companies Law, the Court, and with the other applicable requirements of Guernsey law, the Takeover Code, the Panel, the London Stock Exchange and the FCA and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside the United Kingdom and Guernsey. Nothing in this announcement or accompanying documents, if any, should be relied on for any other purpose.

The distribution of this announcement in jurisdictions outside the United Kingdom and Guernsey may be restricted by the laws of those jurisdictions and therefore any persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. All Shanta Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to, or may have a contractual or legal obligation to, forward this announcement to a jurisdiction outside the United Kingdom and Guernsey should refrain from doing so and seek appropriate professional advice before taking any action.

No person has been authorised to give any information or make any representations other than those contained in this announcement and other Acquisition documents and, if given or made, such information or representations must not be relied upon as having been authorised by Shanta, the Independent Shanta Directors, Bidco, the Bidco Directors, ETC Holdings, the ETC Holdings Directors, or by Liberum, Berenberg or any person involved in the Acquisition.

This announcement does not constitute a prospectus or prospectus exempted document.

DISCLOSURE REQUIREMENTS UNDER THE TAKEOVER CODE

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10^th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10^th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Takeover Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the disclosure table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

PUBLICATION ON WEBSITE AND AVAILABILITY OF THIS ANNOUNCEMENT

A copy of this announcement shall be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Shanta and Bidco's websites at www.shantagold.com and https://etcholdings.net/, respectively, by no later than 12:00 noon on the Business Day following the date of publication of this announcement. For the avoidance of doubt, the content of these websites is not incorporated into and do not form part of this announcement.

In accordance with Rule 30.3 of the Takeover Code, Shanta Shareholders may request a hard copy of this announcement or information incorporated into this announcement by reference to another source, free of charge, by calling Computershare during business hours at [phone], and stating your name and the address to which the hard copy should be sent. A hard copy of any such information will not be sent to you unless you so request it. You may also request that all future documents, announcements and information sent to you in relation to the Acquisition should be in hard copy form.

NO PROFIT FORECASTS, PROFIT ESTIMATES OR QUANTIFIED FINANCIAL BENEFITS STATEMENTS

No statement in this announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this announcement should be interpreted to mean that earnings or earnings per share for Shanta for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Shanta.

ELECTRONIC COMMUNICATIONS

Please be aware that addresses, electronic addresses and certain other information provided by Shanta Shareholders and other relevant persons for the receipt of communications from Shanta may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.

ROUNDING

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Shanta's and Bidco's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Shanta Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.

Event	Expected time and/or date (2024)(1)
Publication of the Scheme Document	25 January 2024
Latest time for lodging Forms of Proxy for the:
Court Meeting (BLUE form)	1:00 p.m. 27 February 2024(2)
General Meeting (YELLOW form)	1:15 p.m. 27 February 2024 (3)
Voting Record Time in respect of the Court Meeting and the General Meeting	6:00 p.m. 27 February 2024 (4)
Court Meeting	1:00 p.m. 29 February 2024
General Meeting	1:15 p.m. 29 February 2024 (5)
Scheme Court Hearing	A date ("D") expected to be on or not later than 21 days following the satisfaction or (if applicable) waiver of the applicable Conditions set out in Part 1 of Part III (Conditions to the Scheme and the Acquisition) of the Scheme Document(6)
Announcement in respect of the Scheme to be published on a Regulatory Information Service	D(6)
Last day for dealings in, and for the registration of transfer of, Shanta Shares and disablement of Shanta Shares in CREST	D + 1 Business Day(6)
Scheme Record Time	6:00 p.m. on D + 1 Business Day(6)
Suspension of dealings in Shanta Shares	7:30 a.m. on D + 2 Business Day(6)
Effective Date of the Scheme(7)	D + 2 Business Days(6)
Cancellation of admission to trading of Shanta Shares	By 7:00 a.m. on D + 3 Business Days
Latest date for despatch of cheques and crediting of CREST accounts and processing electronic transfers for cash consideration due under the Scheme by 14 days after the Effective Date processing electronic transfers for cash	Within 14 days of the Effective Date
Long Stop Date(8)	11:59 p.m. on 9 October 2024

(1)   Dates and times are indicative only and are based on Bidco and Shanta's current expectations and may be subject to change (including, among other things, as a result of the regulatory timetable). Shanta will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Shanta's website at www.shantagold.com and Bidco's website at http://etcholdings.net/. Further updates and changes to these times will be notified in the same way.

(2)   It is requested that the BLUE Forms of Proxy for the Court Meeting be lodged not later than 48 hours prior to the time appointed for the Court Meeting or, if the Court Meeting is adjourned, 48 hours prior to the time fixed for any adjourned Court Meeting (excluding any part of such 48-hour period falling on a day that is not a working day). If the BLUE Form of Proxy for the Court Meeting is not lodged by 1:00 p.m. on 27 February 2024, it may be: presented in person to the Computershare representative who will be present at the Court Meeting, any time prior to the commencement of the Court Meeting (or any adjournment thereof).

(3)   In order to be valid, the YELLOW Forms of Proxy for the General Meeting must be lodged not later than 1:15 p.m. on 27 February 2024 or, if the General Meeting is adjourned, 48 hours prior to the time fixed for the adjourned General Meeting (excluding any part of such 48 hour period falling on a day that is not a working day).

(4)   If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:00 p.m. on the day which is two Business Days prior to the date of the adjourned Meeting.

(5)   To commence at 1:15 p.m. or as soon thereafter as the Court Meeting concludes or is adjourned.

(6)   The times and dates will depend on, among other things, the date(s) upon which (i) the Conditions are satisfied or (where applicable) waived (Conditions 1 and 2(c)(i) are not capable of being satisfied or waived before the Scheme Court Hearing), (ii) the Court sanctions the Scheme (which is in part dependent on Court availability at the relevant time), and (iii) the Court Order sanctioning the Scheme is delivered to the Guernsey Registry. If the expected date of the Scheme Court Hearing is changed, Shanta will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service. Bidco expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions in Part III of this Document, the Acquisition will become Effective during H1 2024.

(7)   It is anticipated that each Shanta Shareholder holding Shanta Shares at the relevant record date will receive and retain an interim dividend of up to 0.15 pence per share intended to be declared by the Shanta Board and paid prior to the Effective Date.

(8)   This is the latest date by which the Scheme may become Effective. However, the Long Stop Date may be extended to such later date as may be agreed by Shanta and Bidco (with the Panel's consent and as the Court may approve (if such approval(s) is/are required)).

Dates and times are indicative only and are based on Bidco and Shanta's current expectations and may be subject to change (including, among other things, as a result of the regulatory timetable). Shanta will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Shanta's website at www.shantagold.com and Bidco's website at https://etcholdings.net/.

 

END