ACG Acg Metals Limited

THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION IN WHOLE OR IN PART IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE ITS RELEASE, PUBLICATION OR DISTRIBUTION IS OR MAY BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION.

THIS DOCUMENT IS NOT AN EXTENSION INTO THE UNITED STATES OF THE OFFER MENTIONED BELOW AND IS NOT A SOLICITATION OF AN OFFER TO BUY SECURITIES IN THE UNITED STATES.  PLEASE SEE THE SECTION "IMPORTANT NOTICES" AT THE END OF THIS DOCUMENT.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO PARTICIPATE IN THE TENDER OFFER (AS DEFINED HEREIN) IN OR FROM ANY JURISDICTION IN OR FROM WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH OFFER UNDER APPLICABLE SECURITIES LAWS OR OTHERWISE.

7 February 2025

ACG METALS LIMITED

("ACG" or the "Company")

Publication of Warrant Tender Offer Circular and Passing of Warrantholder Resolutions

ACG announces that it has today published a Circular to the Company's Warrantholders relating to its proposed Tender Offer of Warrants in exchange for New Shares of the Company. The Circular also contains the Tender Offer timetable which is repeated below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The dates and times given in the Circular are London time and are based on the Company's current expectations and may be subject to change. Any changes to the expected timetable will be announced via a Regulatory Information Service.

The Company also announces that it has amended the terms, with the consent of the Key Warrantholders, of the (i) the private placement warrant and public warrant instrument dated 2 September 2024 (the "First Warrant Instrument") and (ii) the warrant instrument dated 6 October 2022 (as amended and restated on 2 September 2024) (the "Second Warrant Instrument" and together with the First Warrant Instrument, the "Warrant Instruments") such that: (A) the Company is permitted under each Warrant Instrument to conduct a tender offer of the Warrants; and (B) the Company can compulsorily acquire up to 70 per cent. of the outstanding Warrants by notice in writing, subject to the Company launching a tender offer and receiving applications from more than 50 per cent. of the outstanding Warrants (the "Drag Right").  The Drag Right will be conducted on a pro rata basis. 

The Company will update the market once the Shareholder Resolutions have been passed.

Capitalised terms used and not defined in this announcement have the meanings given to them in the Company's announcement dated 28 January 2025, and the Circular, which is available on the Company's website at https://acgmetals.com/regulatory-news/ and will shortly be submitted to the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

- ENDS -

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

For further information please contact:

Palatine      

 Communications Advisor

Conal Walsh / James Gilheany/ Kelsey Traynor/ Richard Seed

 acg@palatine-media.com

About the Company

ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.

In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine, an operating open pit mine in Türkiye currently producing 34 koz of gold and 361 koz of silver.

Gediktepe is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt.

ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.

For more information about ACG, please visit:  https://acgmetals.com/ 

IMPORTANT NOTICES

This announcement does not constitute or form part of an offer or invitation, or a solicitation of any offer or invitation, to purchase any Warrants or other securities.

The full terms and conditions of the Tender Offer will be set out in the Circular, which Warrantholders are advised to read in full. Any response to the Tender Offer should be made only on the basis of the information in the Circular.

Apart from the responsibilities and liabilities, if any, which may be imposed on Stifel Nicholaus Europe Limited ("Stifel") under FSMA or the regulatory regime established thereunder, or under the regulatory regime of any jurisdiction where the exclusion of liability under the relevant regulatory regime would be illegal, void or unenforceable: (i) neither Stifel nor any person associated or affiliated with it accepts any responsibility whatsoever or makes any warranty or representation, express or implied, in relation to the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by, or on behalf of it, ACG or the Directors, in connection with ACG and/or the Tender Offer; and (ii) Stifel and each of their affiliates accordingly disclaims, to the fullest extent permitted by law, all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above) which they might otherwise be found to have in respect of this announcement or any such statement. No representation or warranty, express or implied, is made by Stifel or any of its respective affiliates as to the accuracy, completeness, verification or sufficiency of the information set out in this announcement, and nothing in this document will be relied upon as a promise or representation in this respect, whether or not as to the past or future.

This press release may not be published, distributed, transmitted or otherwise sent into the United States of America (including its territories and possessions, every State in the United States and the District of Columbia).  This press release does not constitute an extension into the United States of the offer mentioned in this press release, nor does this press release constitute nor form part of an offer to sell securities or the solicitation of an offer to buy securities in the United States.  The securities referred to herein have not been registered under the US Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration or in a transaction not subject to the registration requirements under the U.S. Securities Act.  There will be no public offering of the securities in the United States. Warrantholders in the United States or who are, or who are acting for the account or benefit of, a U.S. person (within the meaning of Regulation S under the U.S. Securities Act of 1933, as amended) will not be eligible to participate in the offer described in this press release.  Offer documents, including the Circular and tender forms, when issued, will not be distributed or sent into the United States.

Forward looking statements

Forward looking statements Certain statements contained in this announcement constitute forward-looking information or forward-looking statements within the meaning of applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words such as "plans", "expects", "budget", "estimates", "forecasts", "intends", "anticipates", "believes" or equivalents or variations, including negative variations, of such words and phrases, or state that certain actions, events or results, "may", "could", "would", "should", "might" or "will" be taken, occur or be achieved. These forward-looking statements include, but are not limited to, statements regarding the expiration of the Tender Offer and the financing of the Tender Offer. Forward-looking statements should not be read as guarantees of future events, performance or results, and will not necessarily be accurate indications of whether, or the times at which, such events, performance or results will be achieved. All of the statements and information in this announcement containing forward-looking statements are qualified by these cautionary statements. Forward-looking statements are based on information available at the time they are made, underlying estimates and assumptions made by management and management's good faith belief with respect to future events, performance and results, and are subject to inherent risks and uncertainties surrounding future expectations generally. Such risks and uncertainties include, but are not limited to, compliance with or waiver of the conditions to the Tender Offer. The Company cautions readers that this list of factors is not exhaustive and that should certain risks or uncertainties materialise, or should underlying estimates or assumptions prove incorrect, actual events, performance and results may vary significantly from those expected. There can be no assurance that the actual results, performance, events or activities anticipated by the Company will be realised or, even if substantially realised, that they will have the expected consequences to, or effects on, the Company. Readers are urged to consider these factors carefully in evaluating forward-looking statements and are cautioned not to place undue reliance on any forward- looking statements. Other than as required by applicable securities laws, the Company undertakes no obligation to update or revise any such forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of unanticipated events.