REG - Greatland Gold PLC - Successful Placing of US$325 million

Greatland GoldAnnouncement

11/09/2024 07:15

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RNS Number : 7281D  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: info@greatlandgold.com

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/
(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  By 1 October 2024
 Fundraise Shares
 Expected completion of the Acquisition, issue of the Consideration Shares and   Q4 2024
 Readmission and commencement of dealings in the Enlarged Share Capital on AIM

 

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       49.7%
 immediately following Admission
 Retail Shares as a percentage of the issued share capital of the Company        1.4%
 immediately following Admission
 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  20.4%
 following Readmission
 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
info@greatlandgold.com

 

Canaccord Genuity Limited (Global Coordinator & Sole Bookrunner)

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

+44 207 523 8000

 

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

Karl Rozman | Alastair McBride White | Marcus Jackson

+61 2 9225 6500

 

SPARK Advisory Partners Limited (Nominated Adviser)

Andrew Emmott | James Keeshan | Neil Baldwin

+44 203 368 3550

 

Sternship Advisers Pty Ltd (Co-Lead Manager)

Robbie Hamilton

+61 484 761 263

 

SCP Resource Finance LP (Co-Lead Manager)

Filipe Martins

+1 416 637 2707

 

Media Relations

Australia - Fivemark Partners | Michael Vaughan

+61 422 602 720

 

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

+44 204 582 3500

 

 

 

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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