Proposed Fundraising
TORONTO, ONTARIO, Feb. 12, 2024 (GLOBE NEWSWIRE)
-- THIS ANNOUNCEMENT (INCLUDING THE APPENDIX) AND THE
INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN
PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, THE REPUBLIC
OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE
UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES SECTION WITHIN
THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR
INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO
PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF AMAROQ MINERALS
LTD.
THIS ANNOUNCEMENT SHOULD BE READ IN ITS
ENTIRETY. IN PARTICULAR, IF YOU WISH TO PARTICIPATE IN THE UK
PLACING, YOU SHOULD READ AND UNDERSTAND THE INFORMATION PROVIDED IN
THE APPENDIX.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION NO
596/2014, WHICH IS PART OF ICELANDIC LAW BY VIRTUE OF THE ACT NO
60/2021 ON MEASURES AGAINST MARKET ABUSE AND THE UK VERSION OF THE
MARKET ABUSE REGULATION NO 596/2014, WHICH IS PART OF ENGLISH LAW
BY VIRTUE OF THE EUROPEAN (WITHDRAWAL) ACT 2018, AS
AMENDED. ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
Amaroq Minerals Ltd.
(“Amaroq” or the “Company”)
Proposed Fundraising
TORONTO, ONTARIO - 12 February
2024 - Amaroq Minerals Ltd. (AIM, TSX-V, NASDAQ Iceland:
AMRQ), an independent mining company with a substantial land
package of gold and strategic energy transition mineral assets in
Southern Greenland, confirms, further to its announcement on 11
February 2024, its intention to conduct a placing and subscription
of new common shares (“Common Shares”) to raise
gross proceeds of approximately £30.0 million (equivalent to
approximately C$51.0 million or ISK5.2 billion) (the
“Fundraising”) at a price of 74 pence (C$1.25,
ISK127) per new Common Share (the “Placing
Price”), with the net proceeds being used to accelerate
development and exploration activities. As announced on 11
February, the Company has already received indications of interest
from investors in excess of £30.0 million at the Placing Price.
Highlights
- The
approximately £30.0 million Fundraising will consist of:
- A proposed
placing of new Common Shares (the “UK Placing
Shares”) with new and existing institutional
investors (the “UK Placing”), at
the Placing Price;
- A proposed
placing of new depositary receipts representing new Common Shares
(the “Icelandic Placing
Shares”) with new and existing investors (the
“Icelandic Placing”), at the Placing Price;
and
- A proposed
private placement of new Common Shares (the
“Canadian Subscription Shares”,
together with the UK Placing Shares and the Icelandic Placing
Shares, the “Fundraising Shares”) by certain
existing institutional investors and a director of the Company at
the Placing Price (the “Canadian Subscription”).
The Director has committed to subscribe for approximately £2.0
million (equivalent to C$3.4 million or ISK 343 million) in the
Fundraising.
- Net proceeds
from the Fundraising will be used to accelerate mining of the
Target Block at the Company’s cornerstone Nalunaq gold project
(“Nalunaq”) and other associated works to enable a
smoother transition to nameplate capacity of 300 tonnes per day to
the processing plant, installation of a flotation circuit and
dry-stack tailings facility (“DSTF”) to increase
recoveries, as well as provide funding to accelerate exploration
during 2024 across the Company’s Vagar, Nanoq and Gardaq JV
licences.
Details of the Fundraising
- Stifel Nicolaus
Europe Limited (“Stifel”) is acting as sole
bookrunner and broker on the UK Placing. Stifel is also acting as
the Company’s nominated adviser.
- Landsbankinn
hf. (“Landsbankinn”) and Fossar fjárfestingarbanki
hf. (“Fossar”) are acting as joint bookrunners on
the Icelandic Placing and Landsbankinn is acting as
underwriter.
- In relation to
the UK Placing:
- The UK Placing
will be conducted through an accelerated bookbuild process (the
“Bookbuild”) to be conducted by Stifel, which will
launch immediately following the release of this announcement and
will be made available to eligible institutional investors subject
to the terms and conditions set out in the Appendix to this
announcement. The Bookbuild is expected to close no later than 6.00
p.m. (London time) on 12 February 2024, however Stifel and the
Company reserve the right to close the Bookbuild earlier or later,
without further notice;
- The UK Placing
is subject to the terms and conditions set out in the Appendix to
this announcement (collectively, the
“Announcement”); and
- The UK Placing
is conditional, amongst other things, upon the Icelandic Placing
not having been terminated prior to admission of the Fundraising
Shares to trading on the AIM market of London Stock Exchange plc
(“AIM”) and the receipt of conditional approval
from the TSX Venture Exchange (the “TSX-V”) for
the listing of the Fundraising Shares.
- Landsbankinn
has agreed to underwrite the Fundraising by up to £10 million
guaranteeing to the Company participation in the Fundraising in the
maximum amount of £30 million, with the commitment to procure
subscribers or itself subscribe for new Common Shares to be
delivered as Depositary Receipts amounting to an amount equal to
the difference between £20 million and £30 million, or its
equivalent in ISK.
- Allocations in
the UK Placing are at the absolute discretion of Stifel, in
consultation with the Company. The number of Fundraising Shares
will be determined following completion of the Bookbuild by
agreement between the Company and Stifel. Allocations in the
Icelandic Placing are at the absolute discretion of the Company.
Details of the number of Fundraising Shares will be announced as
soon as practicable after the close of the Bookbuild.
Eldur Olafsson, CEO of Amaroq,
commented:
“We are investing to increase recoveries at
Nalunaq and to accelerate our exploration plans in our strategic
mineral acreage across Southern Greenland, which has become one of
the last frontiers for Western governments and companies to secure
scaled supply of strategic minerals so desperately needed for the
energy transition. By further de-risking the development of Nalunaq
whilst also advancing exploration in both gold and strategic
minerals, we believe we can deliver value for shareholders. It is a
very exciting time to be the largest acreage holder in Southern
Greenland.”
Enquiries:
Amaroq Minerals
Ltd.
Eldur Olafsson, Executive Director and
CEO
eo@amaroqminerals.com
Eddie Wyvill, Corporate
Development
+44 (0)7713 126727
ew@amaroqminerals.com
Stifel Nicolaus Europe Limited (Joint
Bookrunner, Nominated Adviser and Joint Broker)
Callum Stewart
Varun Talwar
Simon Mensley
Ashton Clanfield
+44 (0) 20 7710 7600
Landsbankinn hf. (Joint Bookrunner and
Underwriter)
Ellert Arnarson
+354 410 4000
Fossar Investment Bank hf. (Joint
Bookrunner)
Þórður Ágúst Hlynsson
Þórunn Ólafsdóttir
+354 522 4000
Camarco (Financial PR)
Billy Clegg
Elfie Kent
Charlie Dingwall
+44 (0) 20 3757 4980
For Company updates:
Follow @Amaroq_minerals on X (Formerly known as
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Background to and Reasons for the
Fundraising
The Company’s strategy is to leverage its first
mover advantage in Greenland, underpinned by the previously
producing Nalunaq project, to build a full-cycle mining company,
delivering long term shareholder value and providing significant
upside potential through its land bank of high-impact gold and
strategic minerals exploration assets. Amaroq has been listed on
the TSX-V since July 2017, AIM since July 2020, First North between
November 2022 to September 2023 and the Icelandic Exchange since
September 2023.
The Company acquired the Nalunaq gold project in
2015 and has made significant progress since this time in expanding
the extent of the resource base through drilling, incorporating a
new geological model (the Dolerite Dyke model) to better understand
the distribution of the high-grade ore, building a new 50-person
winterized camp to allow full-year activities, and acquiring and
otherwise progressing much of the infrastructure required to bring
Nalunaq into production. During this time, Amaroq has also been
able to acquire the largest package of mineral rights in southern
Greenland with a number of assets that are highly prospective for
gold and strategic minerals. The addition of strategic minerals
into the portfolio provides significant growth potential, as these
metals and minerals, such as copper, nickel, titanium and graphite,
are critical for increased electrification as part of the world’s
decarbonisation strategy and as independent supply continues to
become an increasing focus for nations globally.
Key developments at Nalunaq since AIM admission
in 2020 include:
-
Infrastructure: since admission, Amaroq has
completed a significant proportion of Nalunaq’s required
infrastructure, with 60% of major processing plant equipment
procured, a 50-person all weather exploration camp constructed and
commissioned, critical surface mobile equipment purchased and
supporting infrastructure either purchased or commercially and
technically evaluated.
- Third
Party Engineering Study: Halyard Inc. (Halyard) was
engaged to complete a third party engineering study on Nalunaq’s
development costs including the process plant, mobile equipment,
surface infrastructure, permanent camp and associated logistics and
engineering. The study concluded that the advanced engineering of
the overall project is now to Feasibility Study level based on the
Canadian requirements of National Instrument 43-101 - Standards
of Disclosure for Mineral Project (“NI
43-101”).
- The
Dolerite Dyke Model: Amaroq has worked with SRK Consulting
to develop a robust Mineral Resource estimation technique for
Nalunaq. This included the development of the Dolerite Dyke Model
to account for the high-grade variability from core sampling (the
‘nugget effect’) in order to better reflect the full resource
potential at Nalunaq. The model allows the geological results to be
incorporated into the Halyard engineering study in order to move
the project towards independent technical studies to support
further development.
-
Resource Growth through Drilling: Amaroq has
drilled approximately 23,924 metres at Nalunaq since it listed on
AIM and, incorporating learnings from the new Dolerite Dyke model,
has identified two new high-grade zones, namely Valley Block and
Welcome Block, taking the total number of identified high grade
zones at the asset to five. The Valley Block is now expected to be
one of the key targets for initial development. As a result of
drilling in the 2020 and 2021 field seasons, Amaroq announced on 6
September 2022 that it had increased its total Inferred Mineral
Resource by 30% contained gold, with a 50% increase in average
grade, since the previous estimate reported in 2020. The resource
now sits at 355 Kt @ 28.0 g/t Au for 320 Koz gold, putting the
project in the top 2% of projects globally in terms of reported
gold resource grade.
- Debt
Financing: Amaroq has raised a US$50.9 million senior
secured package comprising a US$18.5 million term loan, US$22.4
convertible notes, and a US$10 million overrun loan to fund the
transition of the Company’s Nalunaq mining licence from a bulk
sample trial mining development plan to staged, full scale
production of gold doré on site by bringing forward construction of
a processing plant and associated infrastructure.
- Mining
Contract Awarded: Amaroq has signed a contract mining
agreement with Thyssen Schachtbau GmbH and a procurement and supply
chain support agreement with Tamarack Mining Services to support
the restart of Nalunaq.
-
Delivering on our ESG mandate: The Company has
worked hard over the period to update its Environmental Impact
Assessment (“EIA”) and Social Impact Assessment
(“SIA”), and will continue to do so over the
coming months in line with the terms of its exploitation
licence.
Following the Company’s progress outlined above,
Nalunaq has transitioned to a full restart operation with mine
rehabilitation works having commenced during Q4 2023 following
detailed design work, site preparation, procurement of remaining
long-lead items and camp upgrades. Key contracting processes are
almost complete and overall engineering for the processing plant is
85% complete. During 2024 the Company is expected to commence trial
mining at 100 tonnes per day which will deliver first gold from the
process plant. Preparation for a phased ramp-up to 300 tonnes per
day process plant design capacity will continue throughout the
year. The Company also recently commenced the public consultation
process for the draft EIA and SIA report on Nalunaq and is expected
to close the consultation process by March 1, 2024.
Through ongoing work with its internal technical
management and external consultants, the Company has identified
several initiatives to enhance Nalunaq’s restart which will require
additional funding. The main initiative is accelerating development
of the Target Block which will undergo trial mining in conjunction
with the Mountain Block. As currently designed, the Mountain Block
will only deliver c.100 tpd to the process plant which has
nameplate capacity of 300 tpd, resulting in intermittent operation
of the plant. The acceleration of Target Block will allow for 350
days of operations at 300 tpd, thus right-sizing mining operations
for optimal plant utilization. This is expected to have a
significant impact on unit costs as ~75-80% of process plant costs
are estimated to be fixed. The Company also plans to invest in
infrastructure extensions to allow the two blocks to be mined
concurrently and begin preparatory works at the South & Valley
Blocks to ensure a smooth transition and a 300 tpd mining rate,
when mining of the Mountain Block is complete. This will include
de-watering of the existing workings and underground mapping and
exploration.
The second major identified initiative involves
the installation of the flotation circuit and the DSTF which is
expected to deliver increased recoveries from 79.5% to 94%.
Outside of Nalunaq development, the Company also
plans to accelerate certain advanced exploration at the Company’s
high priority gold targets, including scout drilling at the Vagar
and Nalunaq satellite areas, targeting additional resources to feed
the mill at Nalunaq as well as a drill programme at Nanoq to
prepare for a maiden resource. In addition, proceeds will fund the
Company’s share of the Gardaq Joint Venture with GCAM LP to
expedite strategic metals target generation, including an an aerial
geophysics survey and expanded drilling programme at Sava to target
copper porphyry mineralization, and a drill programme at Stendalen
to define the full extent of the copper and nickel
mineralization.
Sources and Uses of
Proceeds
The net use of proceeds from the Fundraising
will be used to fund the accelerated development of the Target
Block, infrastructure investment to allow for the mining of two
blocks simultaneously, preparatory works at the South & Valley
Blocks, installation of the flotation circuit and DSTF, and
accelerated exploration at Vagar/Nanoq and the Gardaq joint
venture. By further de-risking the development of Nalunaq and
advancing exploration activities across Amaroq’s gold and strategic
minerals portfolio, the Company intends to enhance value creation
in anticipation of delivering shareholder returns.
Proceeds |
CAD$ millions |
ISK millions |
GBP millions |
Exchange rate |
|
CAD:ISK 102.064 |
CAD:GBP 0.587 |
Fundraising |
51.10 |
5,215.47 |
30.00 |
Transaction Costs |
(1.55) |
(158.2) |
(0.91) |
Total Net Proceeds |
49.55 |
5,057.27 |
29.09 |
Uses of Net Proceeds |
CAD$ millions |
ISK millions |
GBP millions |
Exchange rate |
|
CAD:ISK 102.064 |
CAD:GBP 0.587 |
Acceleration of Target Block |
12.33 |
1,258.45 |
7.24 |
Infrastructure Extension to Mine 2 Blocks |
7.02 |
716.49 |
4.12 |
South Block / Valley Block Preparation |
3.75 |
382.74 |
2.20 |
Dry Stack Tailing Facility and Flotation |
18.72 |
1,910.64 |
10.99 |
Exploration for strategic minerals and gold |
7.73 |
788.95 |
4.54 |
Total Uses of Net Proceeds |
49.55 |
5,057.27 |
29.09 |
As a result of the Fundraising, the Company will
become net debt free.
In case of oversubscription of the Fundraising,
the Company may increase the offer size with the use of additional
proceeds to be focused on further exploration at Vagar and Nanoq
and a capital injection into its Gardaq joint venture.
Bookbuild
Stifel is acting as sole bookrunner and broker
on the UK Placing. Stifel is also acting as the Company’s nominated
adviser. Landsbankinn and Fossar are acting as joint bookrunners on
the Icelandic Placing, and Landsbankinn is acting as
underwriter.
The Bookbuild for the UK Placing will launch
immediately following the release of this Announcement. The
Bookbuild is expected to close no later than 6.00 p.m. (London
time) on 12 February 2024, but Stifel and the Company reserve the
right to close the Bookbuild earlier or later, without further
notice.
The UK Placing is subject to the terms and
conditions set out in the Appendix to this Announcement.
The number of Fundraising Shares will be
determined following completion of the Bookbuild by agreement
between the Company and Stifel. Allocations in the UK Placing are
at the absolute discretion of Stifel, in consultation with the
Company, and will be confirmed orally or by email following the
close of the Bookbuild. Details of the Fundraising Shares will be
announced as soon as practicable after the close of the
Bookbuild.
By choosing to participate in the UK Placing and
by making an oral and legally binding offer to acquire UK Placing
Shares, investors will be deemed to have read and understood this
Announcement in its entirety (including the Appendices) and to be
making such offer on the terms and subject to the conditions of the
UK Placing contained here, and to be providing the representations,
warranties and acknowledgements contained in the Appendix.
Applications will be made for admission of the
Fundraising Shares to trading on (a) AIM; (b) the Nasdaq Iceland
Main Market (the “Icelandic Exchange”); and (c)
the TSX-V, with listing subject to the conditional approval of the
TSX-V and the Company satisfying all of the requirements of the
TSX-V. It is currently expected that admission will become
effective, and that dealings in the Fundraising Shares will
commence, on AIM at 8.00 a.m. GMT on 23 February
2024, on the Icelandic Exchange at 9.30 a.m. UTC on 23 February
2024 and on the TSX-V at 9:30 a.m. ET on 23 February 2024 (or in
each case such other date as may be agreed between the Company and
Stifel).
Related Party Transaction
A Directors of the Company has indicated their
intention to participate in the Canadian Subscription for
approximately £2.0 million (equivalent to C$3.4 million or ISK
343 million) in aggregate. As such, the Canadian Subscription
will constitute a “related party transaction” within the meaning of
Multilateral Instrument 61-101 – Protection of Minority Security
Holders in Special Transactions (“MI 61-101”) and within the
meaning of Policy 5.9 of the TSX-V rules.
Related party transactions require the Company
to obtain a formal valuation and minority shareholder approval
unless exemptions from these requirements are available under
applicable Canadian securities laws. With respect to the Canadian
Subscription, the Company is relying on the exemption from the
formal valuation and minority approval requirements in sections
5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as the fair
market value of the securities distributed to, and the
consideration received from, interested parties does not exceed 25%
of the Company’s market capitalization. The Company did not file a
material change report at least 21 days prior to the expected
closing of the Canadian Subscription as participation of the
insiders had not been confirmed at that time and the Company wishes
to close on an expedited basis for business reasons.
Unless stated otherwise, all amounts are based
on ISK:GBP of 173.34 and C$:GBP of 1.6996 as at 9 February
2024.
About Amaroq
Amaroq’s principal business objectives are the
identification, acquisition, exploration, and development of gold
and strategic metal properties in Greenland. The Company’s
principal asset is a 100% interest in the Nalunaq Project, an
advanced exploration stage property with an exploitation licence
including the previously operating Nalunaq gold mine, through its
wholly-owned subsidiary Nalunaq A/S. The Company has a portfolio of
gold and strategic metal assets in Southern Greenland covering the
two known gold belts in the region. Amaroq is incorporated under
the Canada Business Corporations Act and wholly owns Nalunaq A/S,
incorporated under the Greenland Public Companies Act.
Qualified Person Statement
The Mineral Resource Estimate was prepared by Dr
Lucy Roberts, MAusIMM (CP), Principal Consultant (Resource
Geology), SRK Consulting (UK) Limited an independent Qualified
Person in accordance with the requirements of NI 43-101. Dr Roberts
has approved the disclosure herein.
The technical information presented in this
press release has been approved by James Gilbertson CGeol, VP
Exploration for the Company and a Chartered Geologist
with the Geological Society of London, and as such, is a
Qualified Person as defined by NI 43-101.
Use of a Standard
The resource information included within this
announcement is reported in accordance with the Canadian Institute
of Mining, Metallurgy and Petroleum (CIM) Definition Standards on
Mineral Resources and Mineral Reserves (May 2014) as required by
CIM Definition Standards.
Inside Information
The information contained within this
Announcement is considered to be inside information prior to its
release, as defined in Article 7 of the Market Abuse Regulation No.
596/2014 as it forms part of the law of England and Wales by virtue
of section 3 of the European Union (Withdrawal) Act 2018, and is
disclosed in accordance with the Company’s obligations under
Article 17 of that Regulation. Upon the publication of this
Announcement, this inside information is now considered to be in
the public domain and will no longer constitute inside
information.
IMPORTANT NOTICES
This Announcement does not constitute, or form
part of, a prospectus relating to the Company, nor does it
constitute or contain an invitation or offer to any person, or any
public offer, to subscribe for, purchase or otherwise acquire any
shares in the Company or advise persons to do so in any
jurisdiction, nor shall it, or any part of it form the basis of or
be relied on in connection with any contract or as an inducement to
enter into any contract or commitment with the Company.
This Announcement is not for publication or
distribution, directly or indirectly, in or into the United States
of America, Iceland, Australia, The Republic of South Africa
(“South Africa”), Japan or any other jurisdiction
in which such release, publication or distribution would be
unlawful. This Announcement is for information purposes only and
does not constitute an offer to sell or issue, or a solicitation of
an offer to buy, subscribe for or otherwise acquire any securities
in the United States (including its territories and possessions,
any state of the United States and the District of Columbia
(collectively, the “United States”)), Iceland,
Australia, Canada, South Africa, Japan or any other jurisdiction in
which such offer or solicitation would be unlawful or to any person
to whom it is unlawful to make such offer or solicitation.
The securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the “Securities Act”), and may not be
offered or sold in the United States, except pursuant to an
applicable exemption from the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States, or
under the securities laws of Iceland, Australia, Canada, South
Africa, Japan, or any state, province or territory thereof or any
other jurisdiction outside the United Kingdom, except pursuant to
an applicable exemption from the registration requirements and in
compliance with any applicable securities laws of any state,
province or other jurisdiction of Iceland, Australia, Canada, South
Africa or Japan (as the case may be). No public offering of
securities is being made in the United States, Iceland, Australia,
Canada, South Africa, Japan or elsewhere.
No action has been taken by the Company, Stifel,
Landsbankinn, Fossar or any of their respective affiliates, or any
of its or their respective directors, officers, partners,
employees, consultants, advisers and/or agents (collectively,
“Representatives”) that would permit an offer of
the Fundraising Shares or possession or distribution of this
Announcement or any other publicity material relating to such
Fundraising Shares in any jurisdiction where action for that
purpose is required. Persons receiving this Announcement are
required to inform themselves about and to observe any restrictions
contained in this Announcement. Persons (including, without
limitation, nominees and trustees) who have a contractual or other
legal obligation to forward a copy of this Announcement should seek
appropriate advice before taking any action. Persons distributing
any part of this Announcement must satisfy themselves that it is
lawful to do so.
This Announcement, as it relates to the UK
Placing, is directed at and is only being distributed to: (a) if in
a member state of the EEA, persons who are qualified investors
(“EEA Qualified Investors”), being persons falling
within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(the “EU Prospectus Regulation”); or (b) if in the
United Kingdom, persons who are qualified investors (“UK
Qualified Investors”), being persons falling within the
meaning of Article 2(e) of Prospectus Regulation (EU) 2017/1129 as
it forms part of domestic law by virtue of the European Union
(Withdrawal) Act 2018 (the “UK Prospectus
Regulation”), and who are (i) persons falling within the
definition of “investment professional” in Article 19(5) of the
Financial Services And Markets Act 2000 (Financial Promotion) Order
2005, as amended (the “Order”) or (ii) persons who
fall within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Order, or (c) persons to
whom it may otherwise be lawfully communicated (all such persons
referred to in (a), (b) and (c) together being referred to as
“Relevant Persons”).
The Fundraising Shares have not been qualified
for distribution by prospectus in Canada and may not be offered or
sold in Canada except in reliance on exemptions from the
requirements to provide the relevant purchaser 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 purchaser. The Fundraising Shares will be
subject to statutory resale (hold) restrictions for a period of
four months and one day in Canada under the applicable Canadian
securities laws and any resale of the Common Shares must be made in
accordance with such resale restrictions or in reliance on an
available exemption therefore. Such restrictions shall not apply to
any Fundraising Shares acquired outside of Canada.
No other person should act on or rely on this
Announcement as it relates to the UK Placing and persons
distributing this Announcement must satisfy themselves that it is
lawful to do so. By accepting the terms of this Announcement, you
represent and agree that you are a Relevant Person. This
Announcement must not be acted on or relied on by persons who are
not Relevant Persons. Any investment or investment activity to
which this Announcement or the Fundraising relates is available
only to Relevant Persons and will be engaged in only with Relevant
Persons.
No offering document or prospectus will be made
available in any jurisdiction in connection with the matters
contained or referred to in this Announcement or the UK Placing or
the Fundraising, unless applicable in relation to admission to
trading in Iceland and no such prospectus is required (in
accordance with either the EU Prospectus Regulation for the purpose
of the offer or sale of the Common Shares, the UK Prospectus
Regulation or Canadian securities laws) to be published. The
offering as it relates to the Icelandic Placing is subject to the
exemptions from the obligation to publish a prospectus provided for
in Articles 1(4)(a) and 1(4)(b) of the EU Prospectus
Regulation.
Stifel, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom is acting
exclusively for the Company and for no one else in connection with
the UK Placing and will not regard any other person (whether or not
a recipient of this Announcement) as a client in relation to the UK
Placing and will not be responsible to anyone other than the
Company in connection with the UK Placing or for providing the
protections afforded to their clients or for giving advice in
relation to the UK Placing, the Fundraising or any other matter
referred to in this Announcement. The responsibilities of Stifel,
as nominated adviser, are owed solely to the London Stock Exchange
and are not owed to the Company or to any director or any other
person and accordingly no duty of care is accepted in relation to
them. No representation or warranty, express or implied, is made by
Stifel as to, and no liability whatsoever is accepted by Stifel in
respect of, any of the contents of this Announcement (without
limiting the statutory rights of any person to whom this
Announcement is issued).
Fossar, which is authorised and regulated by the
Financial Supervisory Authority of the Central Bank of Iceland, is
acting exclusively for the Company and for no one else in
connection with the Icelandic Placing and will not regard any other
person (whether or not a recipient of this Announcement) as a
client in relation to the Icelandic Placing and will not be
responsible to anyone other than the Company in connection with the
Icelandic Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Icelandic
Placing, the Fundraising or any other matter referred to in this
Announcement. Some Icelandic Placees may however be customers of
Fossar.
Landsbankinn, which is authorised and regulated
by the Financial Supervisory Authority of the Central Bank of
Iceland, is acting exclusively for the Company and for no one else
in connection with the Icelandic Placing and will not regard any
other person (whether or not a recipient of this Announcement) as a
client in relation to the Icelandic Placing and will not be
responsible to anyone other than the Company in connection with the
Icelandic Placing or for providing the protections afforded to
their clients or for giving advice in relation to the Icelandic
Placing, the Fundraising or any other matter referred to in this
Announcement. Some Icelandic Placees may however be customers of
Landsbankinn.
This Announcement is being issued by and is the
sole responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by or on
behalf of Stifel, Landsbankinn and/or Fossar (apart from in the
case of Stifel the responsibilities or liabilities that may be
imposed by the Financial Services and Markets Act 2000, as amended
(“FSMA”) or the regulatory regime established
thereunder) and/or by any of their respective affiliates and/or any
of their respective Representatives as to, or in relation to, the
accuracy, adequacy, fairness or completeness of this Announcement
or any other written or oral information made available to or
publicly available to any interested party or their respective
advisers or any other statement made or purported to be made by or
on behalf of Stifel, Landsbankinn and/or Fossar and/or any of their
respective affiliates and/or by any of their respective
Representatives in connection with the Company, the UK Placing
Shares, the UK Placing, the Common Shares or any part of the
Fundraising and any responsibility and liability whether arising in
tort, contract or otherwise therefor is expressly disclaimed. No
representation or warranty, express or implied, is made by Stifel,
Landsbankinn and/or Fossar and/or any of their respective
affiliates and/or any of their respective Representatives as to the
accuracy, fairness, verification, completeness or sufficiency of
the information or opinions contained in this Announcement or any
other written or oral information made available to or publicly
available to any interested party or their respective advisers, and
any liability therefor is expressly disclaimed.
The information in this Announcement may not be
forwarded or distributed to any other person and may not be
reproduced in any manner whatsoever. Any forwarding, distribution,
reproduction or disclosure of this Announcement, in whole or in
part, is unauthorised. Failure to comply with this directive may
result in a violation of the Securities Act or the applicable laws
of other jurisdictions.
This Announcement does not constitute a
recommendation concerning any investor’s options with respect to
the UK Placing or any part of the Fundraising. Recipients of this
Announcement should conduct their own investigation, evaluation and
analysis of the business, data and other information described in
this Announcement. This Announcement does not identify or suggest,
or purport to identify or suggest, the risks (direct or indirect)
that may be associated with an investment in the UK Placing Shares
or the Common Shares. The price and value of securities can go down
as well as up and investors may not get back the full amount
invested upon the disposal of the shares. Past performance is not a
guide to future performance. The contents of this Announcement are
not to be construed as legal, business, financial or tax advice.
Each investor or prospective investor should consult his or her or
its own legal adviser, business adviser, financial adviser or tax
adviser for legal, business, financial or tax advice.
Any indication in this Announcement of the price
at which the Company’s shares have been bought or sold in the past
cannot be relied upon as a guide to future performance. Persons
needing advice should consult an independent financial adviser. No
statement in this Announcement is intended to be a profit forecast
or profit estimate for any period and no statement in this
Announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Company for the current or future financial periods would
necessarily match or exceed the historical published earnings,
earnings per share or income, cash flow from operations or free
cash flow for the Company.
All offers of the Fundraising Shares will be
made pursuant to an exemption under the EU Prospectus Regulation
and the UK Prospectus Regulation from the requirement to produce a
prospectus. This Announcement is being distributed and communicated
to persons in the United Kingdom only in circumstances in which
section 21(1) of FSMA does not apply.
The Fundraising Shares to be issued pursuant to
the Fundraising will not be admitted to trading on any stock
exchange other than AIM, the TSX-V and the Icelandic Exchange.
The Appendix to this Announcement sets
out the terms and conditions of the UK Placing (and for the
avoidance of doubt, not the Icelandic Placing or Canadian
Subscription). By participating in the UK Placing, each Placee will
be deemed to have read and understood this Announcement (including
the Appendix) in its entirety, to be participating in the UK
Placing and making an offer to acquire and acquiring UK Placing
Shares on the terms and subject to the conditions set out in the
Appendix to this Announcement and to be providing the
representations, warranties, undertakings and acknowledgements
contained in the Appendix to this Announcement. Members of the
public are not eligible to take part in the UK Placing and no
public offering of UK Placing Shares is being or will be
made.
Neither the content of the Company’s website (or
any other website) nor the content of any website accessible from
hyperlinks on the Company’s website (or any other website) is
incorporated into, or forms part of, this Announcement.
This Announcement has been prepared for the
purposes of complying with applicable law and regulation in the
United Kingdom and the 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 and regulations of any
jurisdiction outside the United Kingdom.
UK Product Governance
Requirements
Solely for the purposes of the product
governance requirements of Chapter 3 of the FCA Handbook Product
Intervention and Product Governance Sourcebook (the “UK
Product Governance Requirements”), and disclaiming all and
any liability, whether arising in tort, contract or otherwise,
which any “manufacturer” (for the purposes of the UK Product
Governance Requirements) may otherwise have with respect thereto,
the UK Placing Shares have been subject to a product approval
process, which has determined that the UK Placing Shares are: (i)
compatible with an end target market of retail investors and
investors who meet the criteria of professional clients and
eligible counterparties, each as defined in the FCA Conduct of
Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the “Target Market
Assessment”). Notwithstanding the Target Market
Assessment, distributors should note that: the price of the UK
Placing Shares may decline and investors could lose all or part of
their investment; the UK Placing Shares offer no guaranteed income
and no capital protection; and an investment in the UK Placing
Shares is compatible only with investors who do not need a
guaranteed income or capital protection, who (either alone or in
conjunction with an appropriate financial or other adviser) are
capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without
prejudice to any contractual, legal or regulatory selling
restrictions in relation to the UK Placing. Furthermore, it is
noted that, in relation to the UK Placing, notwithstanding the
Target Market Assessment, Stifel will only procure investors who
meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of Chapters 9A or 10A,
respectively, of the FCA Handbook Conduct of Business Sourcebook;
or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with
respect to the UK Placing Shares. Each distributor is responsible
for undertaking its own target market assessment in respect of the
UK Placing Shares and determining appropriate distribution
channels.
EU Product Governance
Requirements
Solely for the purposes of the product
governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended
(“MiFID II”); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c)
local implementing measures (together, the “MiFID II
Product Governance Requirements”) and/or any equivalent
requirements elsewhere to the extent determined to be applicable,
and disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any “manufacturer” (for the purposes
of the MiFID II Product Governance Requirements and/or any
equivalent requirements elsewhere to the extent determined to be
applicable) may otherwise have with respect thereto, the UK Placing
Shares have been subject to a product approval process, which has
determined that the UK Placing Shares are: (i) compatible with an
end target market of retail investors and investors who meet the
criteria of professional clients and eligible counterparties, each
as defined in MiFID II; and (ii) eligible for distribution through
all distribution channels as are permitted by MiFID II (the
“EU Target Market Assessment”). Notwithstanding
the EU Target Market Assessment, distributors should note that: the
price of the UK Placing Shares may decline and investors could lose
all or part of their investment; the UK Placing Shares offer no
guaranteed income and no capital protection; and an investment in
the UK Placing Shares is compatible only with investors who do not
need a guaranteed income or capital protection, who (either alone
or in conjunction with an appropriate financial or other adviser)
are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any
losses that may result therefrom. The EU Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the UK Placing.
Furthermore, it is noted that, in relation to the UK Placing,
notwithstanding the EU Target Market Assessment, Stifel will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the EU Target Market
Assessment does not constitute: (a) an assessment of suitability or
appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in,
or purchase, or take any other action whatsoever with respect to
the UK Placing Shares. Each distributor is responsible for
undertaking its own target market assessment in respect of the UK
Placing Shares and determining appropriate distribution
channels.
Neither the TSX–V nor its Regulation Services
Provider (as that term is defined in the policies of the TSX-V)
accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information
This Announcement includes statements that are,
or may be deemed to be, “forward-looking statements”. In some
cases, these forward-looking statements can be identified by the
use of forward-looking terminology, including the terms “aims”,
“anticipates”, “believes”, “could”, “envisages”, “estimates”,
“expects”, “intends”, “may”, “plans”, “projects”, “should”,
“targets” or “will” or, in each case, their negative or other
variations or comparable terminology. 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 and factors which are beyond the Company’s
control. The actual results, performance or achievements of the
Company or developments in the industry in which the Company
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. 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, except as required in
order to comply with its legal and regulatory obligations.
TERMS AND CONDITIONS OF THE UK
PLACING
IMPORTANT INFORMATION FOR INVITED PLACEES
ONLY.
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE
PART IN THE UK PLACING. THIS ANNOUNCEMENT (INCLUDING THE
APPENDICES) AND THE TERMS AND CONDITIONS SET OUT HEREIN (TOGETHER,
THIS “ANNOUNCEMENT”) ARE DIRECTED ONLY AT PERSONS
WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING,
MANAGING AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR
THE PURPOSES OF THEIR BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE
IN MATTERS RELATING TO INVESTMENTS AND ARE: (A) IF IN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”),
PERSONS WHO ARE QUALIFIED INVESTORS (“EEA QUALIFIED
INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF REGULATION (EU) 2017/1129 (THE “EU
PROSPECTUS REGULATION”); OR (B) IF IN THE UNITED KINGDOM,
PERSONS WHO ARE QUALIFIED INVESTORS (“UK QUALIFIED
INVESTORS”), BEING PERSONS FALLING WITHIN THE MEANING OF
ARTICLE 2(E) OF PROSPECTUS REGULATION (EU) 2017/1129 AS IT FORMS
PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE “UK PROSPECTUS REGULATION”), AND WHO
ARE (I) PERSONS FALLING WITHIN THE DEFINITION OF “INVESTMENT
PROFESSIONAL” IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE
“ORDER”) OR (II) PERSONS WHO FALL WITHIN ARTICLE
49(2)(A) TO (D) (HIGH NET WORTH COMPANIES, UNINCORPORATED
ASSOCIATIONS, ETC) OF THE ORDER; OR (C) PERSONS TO WHOM IT MAY
OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS REFERRED TO IN
(A), (B) AND (C) TOGETHER BEING “RELEVANT
PERSONS”).
NO OTHER PERSON SHOULD ACT OR RELY ON THIS
ANNOUNCEMENT. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS
ANNOUNCEMENT YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT
PERSON. THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY
THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET
OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS.
THIS ANNOUNCEMENT (INCLUDING THE APPENDICES)
DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS
AS TO LEGAL, TAX, BUSINESS, ACCOUNTING AND RELATED ASPECTS OF AN
INVESTMENT IN THE UK PLACING SHARES.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES
FOR SALE INTO THE UNITED STATES. THE SECURITIES DESCRIBED HEREIN
HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES
ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR
WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED,
SOLD OR TRANSFERRED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF US PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT
(“REGULATION S”)), PURSUANT TO AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
COMPLIANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. NO PUBLIC OFFERING OF THE
SECURITIES ARE BEING MADE IN THE UNITED STATES OR ELSEWHERE.
This Announcement, and the information contained
herein, is for information only and does not itself constitute or
form part of an offer to sell or issue or the solicitation of an
offer to buy or subscribe for securities referred to herein in any
jurisdiction including, without limitation, the United States,
Iceland, Australia, Canada, Japan or the Republic of South Africa
or any other jurisdiction where such offer or solicitation is
unlawful (each a “Restricted Territory”). No
public offering of securities will be made in connection with the
shares referred to in this Announcement in the United Kingdom, any
Restricted Territory or elsewhere.
This Announcement, and the information contained
herein, is not for release, publication or distribution, directly
or indirectly, to persons in any Restricted Territory or in any
jurisdiction in which such release, publication or distribution is
unlawful. The distribution of this Announcement and the UK Placing
and/or the offer or sale of the UK Placing Shares in certain
jurisdictions may be restricted by law. No action has been taken by
the Company or by Stifel Nicolaus Europe Limited
(“Stifel”) or any of its Affiliates, or any of its
or its Affiliates’ directors, officers, members, employees, agents
or advisers which would permit an offer of the UK Placing
Shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such UK Placing
Shares in any jurisdiction where action for that purpose is
required. Persons distributing any part of this Announcement must
satisfy themselves that it is lawful to do so. Persons (including,
without limitation, nominees and trustees) who have a contractual
or other legal obligation to forward a copy of this Announcement
should seek appropriate advice before taking any such action.
Persons into whose possession this Announcement comes are required
by the Company and Stifel to inform themselves about, and to
observe, any such restrictions.
All offers of the UK Placing Shares will be made
pursuant to an exemption under the EU Prospectus Regulation or the
UK Prospectus Regulation, as applicable, from the requirement to
produce a prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which
section 21(1) of the Financial Services and Markets Act 2000, as
amended (“FSMA”) does not apply.
The UK Placing Shares have not been qualified
for distribution by prospectus in Canada and may not be offered or
sold in Canada except in reliance on exemptions from the
requirements to provide the relevant purchaser 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 purchaser. The UK Placing Shares will be
subject to statutory resale (hold) restrictions for a period of
four months and one day in Canada under the applicable Canadian
securities laws and any resale of the Common Shares must be made in
accordance with such resale restrictions or in reliance on an
available exemption therefore. Such restrictions shall not apply to
any UK Placing Shares acquired outside of Canada.
The UK Placing has not been approved and will
not be approved or disapproved by the U.S. Securities and Exchange
Commission, any State securities commission or any other regulatory
authority in the United States, nor have any of the foregoing
authorities passed upon or endorsed the merits of the UK Placing or
the accuracy or adequacy of this Announcement. Any representation
to the contrary is unlawful.
Subject to certain exceptions, the securities
referred to in this Announcement may not be offered or sold in any
Restricted Territory or in any other jurisdiction where such offer
or sale is unlawful or to, or for the account or benefit of, a
citizen or resident, or a corporation, partnership or other entity
created or organised in or under the laws of a Restricted Territory
or in any other jurisdiction where such offer or sale is
unlawful.
This Announcement has been issued by, and is the
sole responsibility of, the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by
Stifel or any of its Affiliates, nor any of its or its
Affiliates’ directors, officers, employees, agents or advisers as
to or in relation to, the accuracy or completeness of this
Announcement or any other written or oral information made
available to or publicly available to any party or its advisers,
and any liability therefore is expressly disclaimed.
Stifel is acting exclusively for the Company and
no-one else in connection with the UK Placing and is not, and will
not be, responsible to anyone (including the Placees) other than
the Company for providing the protections afforded to its clients
nor for providing advice in relation to the UK Placing
and/or any other matter referred to in this Announcement.
None of the Company or Stifel or any of their
respective Affiliates or Representatives nor any of its or their
respective Affiliates’ directors, officers, employees, agents or
advisers makes any representation or warranty, express or implied
to any Placees regarding any investment in the securities referred
to in this Announcement under the laws applicable to such Placees.
Each Placee should consult its own advisers as to the legal, tax,
business, financial and related aspects of an investment in the UK
Placing Shares.
Any information that a prospective Placee
provides in documents in relation to the UK Placing or subsequently
by whatever means which relates to the prospective investor (if
they are an individual) or a third party individual
(“personal data”) will be held and processed by
the Company and/or Stifel for the following purposes: (a) verifying
the identity of the prospective Placee to comply with statutory and
regulatory requirements in relation to anti-money laundering
procedures; (b) contacting the prospective Placee with information
about products and services, or its Affiliates, which may be of
interest to the prospective Placee; (c) carrying out the business
of the Company or Stifel and the administering of interests in the
Company; (d) meeting the legal, regulatory, reporting and/or
financial obligations of the Company and/or Stifel; and (e)
disclosing personal data to other functionaries of, or advisers to,
the Company or Stifel to operate and/or administer its business. In
providing such personal data, prospective Placees will be deemed to
have agreed to the processing of such personal data in the manner
described above.
By participating in the UK Placing, Placees
(including individuals, funds or otherwise) by whom or on whose
behalf a commitment to subscribe for UK Placing Shares has been
given will (i) be deemed to have read and understood this
Announcement, in its entirety and (ii) be making any such offer on
the Terms and Conditions contained in this Appendix, including
being deemed to be providing (and shall only be permitted to
participate in the UK Placing on the basis that they have provided)
the representations, warranties, indemnities, acknowledgements and
undertakings set out herein.
In particular, each such Placee represents,
warrants, undertakes, agrees and acknowledges (amongst other
things) that:
1. it has
read and understood this Announcement in its entirety (including
the Appendices) and acknowledges that its participation in the UK
Placing will be governed by, and subject to, the Terms and
Conditions of the UK Placing as referred to and included in this
Announcement;
2. it
undertakes that it will acquire, hold, manage or dispose of any UK
Placing Shares that are allocated to it for the purposes of its
business;
3. in the
case of a Relevant Person in a member state of the EEA which is
subject to the EU Prospectus Regulation (each a “Relevant
Member State”) who acquires any UK Placing Shares pursuant
to the UK Placing:
(a) it is an EEA
Qualified Investor; and
(b) in
respect of any UK Placing Shares acquired by it as a “financial
intermediary”, as that term is used in Article 5(1) of the EU
Prospectus Regulation:
(i) the UK
Placing Shares acquired by and/or subscribed for by it in the UK
Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
any Relevant Member State other than to EEA Qualified Investors, or
in circumstances which may give rise to an offer of securities to
the public other than an offer or resale in any Relevant Member
State to EEA Qualified Investors, or in circumstances in which the
prior consent of Stifel has been given to each such proposed offer
or resale; or
(ii) where UK
Placing Shares have been acquired or subscribed for by it on behalf
of persons in any Relevant Member State other than EEA Qualified
Investors, the offer of those UK Placing Shares to it is not
treated under the EU Prospectus Regulation as having been made to
such persons;
4. in the
case of a Relevant Person in the United Kingdom who acquires any UK
Placing Shares pursuant to the UK Placing:
(a) it is a UK
Qualified Investor;
(b) in
respect of any UK Placing Shares acquired by it as a “financial
intermediary”, as that term is used in Article 5(1) of the UK
Prospectus Regulation:
(i) the UK
Placing Shares acquired by and/or subscribed for by it in the UK
Placing will not be acquired and/or subscribed for on a
non-discretionary basis on behalf of, nor will they be acquired or
subscribed for with a view to their offer or resale to persons in
the United Kingdom other than to UK Qualified Investors, or in
circumstances which may give rise to an offer of securities to the
public other than an offer or resale in the United Kingdom to UK
Qualified Investors, or in circumstances in which the prior consent
of Stifel has been given to each such proposed offer or resale;
or
(ii) where
the UK Placing Shares have been acquired or subscribed for by it on
behalf of persons in the United Kingdom other than UK Qualified
Investors, the offer of those UK Placing Shares to it is not
treated under the UK Prospectus Regulation as having been made to
such persons;
5. it is
acquiring the UK Placing Shares for its own account or is acquiring
the UK Placing Shares for an account with respect to which it
exercises sole investment discretion and has the authority to make
and does make the representations, warranties, indemnities,
acknowledgements, undertakings and agreements contained in this
Announcement;
6. it
understands (or if acting for the account of another person, such
person has confirmed that such person understands) the resale and
transfer restrictions set out in this Announcement;
7. except as
otherwise permitted by the Company and Stifel and subject to any
available exemptions from applicable securities laws, it (and each
person, if any, for whose account or benefit it is acquiring the UK
Placing Shares) is either:
(a) outside
the United States and not a US person acquiring the UK Placing
Shares in an “offshore transaction” as defined in, and in
accordance with, Regulation S; or
(b) a
“qualified institutional buyer” as defined in Rule 144A under the
Securities Act (a “QIB”); and
8. it
understands that the allocation of UK Placing Shares to it if it is
in the United States shall be conditional on the execution by
it of an investor representation letter in the form provided to
it.
IMPORTANT INFORMATION FOR PLACEES ONLY
REGARDING THE UK PLACING
Bookbuild
Following this Announcement, Stifel will
commence a bookbuild process in respect of the UK Placing (the
“Bookbuild”) to determine demand for participation
in the UK Placing by Placees. The book will open with immediate
effect following release of this Announcement. This Appendix gives
details of the terms and conditions of, and the mechanics of
participation in, the UK Placing. No commissions will be paid to
Placees or by Placees in respect of any UK Placing Shares.
Stifel and the Company shall be entitled to
effect the UK Placing by such alternative method to the Bookbuild
as they may, in their sole discretion, determine.
Details of the Placing Agreement and
the UK Placing Shares
Stifel is acting as placing agent in connection
with the UK Placing. Stifel has entered into a placing agreement
(the “Placing Agreement”) with the Company under
which, on the terms and subject to the conditions set out in the
Placing Agreement, it has, as agent for and on behalf of the
Company, agreed to use its reasonable endeavours to procure Placees
for the UK Placing Shares at a price of 74 pence per UK Placing
Share (the “Placing Price”). The number of UK
Placing Shares in the UK Placing will be determined following
completion of the Bookbuild and set out in a term sheet to be
entered into between Stifel and the Company (the “Term
Sheet”). The final number of UK Placing Shares, Canadian
Subscription Shares and the number of Icelandic Placing Shares will
be decided at the close of the Bookbuild. The timing of the closing
of the book and allocations will be at the discretion of Stifel.
Details of the number of UK Placing Shares, Canadian Subscription
Shares and the number of Icelandic Placing Shares will be announced
as soon as practicable after the close of the Bookbuild.
In accordance with the terms and subject to the
conditions in the Placing Agreement, the UK Placing is not
underwritten by Stifel and in the event that subscribers are not
obtained for all or any of the UK Placing Shares (being the
“Unplaced Shares”) or in the event of a default to
make payment by any subscribers procured by Stifel, there will be
no obligation on Stifel to subscribe for any Unplaced Shares or
defaulted UK Placing Shares.
The UK Placing Shares will, when issued, be
subject to the constitutional documents of the Company and credited
as fully paid and will rank pari passu in all respects with the
existing issued Common Shares in the capital of the Company,
including the Canadian Subscription Shares and the Icelandic
Placing Shares, including the right to receive all dividends and
other distributions declared, made or paid in respect of such
Common Shares after the date of issue of the UK Placing Shares.
Alongside the UK Placing, the Company has
proposed a placing in Iceland of new Common Shares at the Placing
Price, being the “Icelandic Placing Shares”.
Fossar and Landsbankinn are acting as joint bookrunners in
connection with the Icelandic Placing. The Company has entered into
a service agreement with Fossar and Landsbankinn in relation to the
Icelandic Placing (“Icelandic Service Agreement”).
Landsbankinn has agreed to underwrite up to £10 million of new
Common Shares or new depositary receipts representing Common
Shares, subject to £20 million being placed in the Fundraising,
reducing pound for pound to the extent that the Fundraising raises
gross proceeds of more than £20 million.
Pursuant to the Fundraising, the Company is
seeking, in aggregate, to raise gross proceeds of approximately
£30.0 million (equivalent to approximately C$51.0 million or ISK5.2
billion), to expand its resource base and accelerate exploration.
Alongside the UK Placing and Icelandic Placing, the Company has
also procured certain subscriptions of Canadian Subscription Shares
at the Placing Price, being the Canadian Subscription. For the
avoidance of doubt, these Terms and Conditions set out in this
Appendix apply to the UK Placing, but do not apply to the Icelandic
Placing or the Canadian Subscription.
As set out under “Conditions of the UK Placing”,
the UK Placing is conditional upon, amongst other things, the
Icelandic Subscription Agreements and the Canadian Subscription
Agreements being wholly unconditional. The Icelandic Placing is
conditional upon, amongst other things, the Service Agreement not
having been terminated prior to the subscription for the Icelandic
Placing Shares and the conditional approval of the TSX-V.
Applications for admission to
trading
Application will be made to the London Stock
Exchange for admission of the Fundraising Shares, including the UK
Placing Shares, to trading on AIM
(“Admission”).
It is expected that Admission will become
effective at 8.00 a.m. (London time) on 23 February 2024 (or such
later date as may be agreed between the Company and Stifel).
The Company will apply for conditional approval
of the TSX-V, with respect to the UK Placing Shares, subject to the
satisfaction by the Company of any conditions imposed by the TSX-V.
It is expected that admission of the UK Placing Shares on the TSX-V
will become effective on or around 9.30 a.m. (Toronto time) on 23
February 2024 (or such later date as may be agreed between the
Company and Stifel).
The Company has applied for listing of the
Fundraising Shares, including the UK Placing Shares, on the
Icelandic Exchange, with admission expected to become effective at
9.30 a.m. (Reykjavik time) on 23 February 2024.
Participation in, and principal terms
of, the UK Placing
- Stifel is acting
as sole bookrunner and broker in connection with the UK Placing.
Stifel is acting as agent of the Company. Stifel is also acting as
nominated adviser to the Company. Participation in the UK Placing
will only be available to persons who may lawfully be, and are,
invited by Stifel to participate. Stifel and its Affiliates are
entitled to enter bids as principal in the Bookbuild.
- The Bookbuild,
if successful, will establish the number of UK Placing Shares to be
issued and allotted by all Placees whose bids are successful. The
number of UK Placing Shares and the aggregate proceeds to be raised
through the UK Placing will be agreed between Stifel and the
Company following completion of the Bookbuild. The number of UK
Placing Shares will be announced on a Regulatory Information
Service (“Placing Results Announcement”) following
the completion of the Bookbuild and entry into the Term Sheet by
the Company and Stifel.
- To bid in the
Bookbuild, Placees should communicate their bid by telephone to
their usual sales contact at Stifel. Each bid should state the
number of UK Placing Shares which a prospective Placee wishes to
subscribe for at the Placing Price. Bids may be scaled down by
Stifel on the basis referred to in paragraph 7 below. Stifel
reserves the right not to accept bids or to accept bids in part
rather than in whole.
- The Bookbuild is
expected to close no later than 6.00 p.m. (London time) on 12
February 2024 but may be closed earlier or later, at the absolute
discretion of Stifel. Stifel may, following consultation with the
Company, accept bids that are received after the Bookbuild has
closed. The Company reserves the right (upon agreement of Stifel)
to reduce or seek to increase the amount to be raised pursuant to
the UK Placing, in its discretion.
- Each Placee’s
allocation will be agreed between Stifel and the Company and will
be confirmed to Placees orally or in writing by Stifel, acting as
agent of the Company, following the close of the Bookbuild, and a
contract note will be dispatched as soon as possible thereafter.
Subject to paragraph 11 below, Stifel’s oral or written
confirmation to such Placee will constitute an irrevocable legally
binding commitment upon such person (who will at that point become
a Placee) in favour of Stifel and the Company, under which such
Placee agrees to subscribe for the number of UK Placing Shares
allocated to it and to pay the Placing Price for each such UK
Placing Share on the Terms and Conditions set out in this Appendix
and in accordance with the Company’s constitutional documents.
- The Company will
release the Placing Results Announcement following the close of the
Bookbuild, detailing the aggregate number of the UK Placing Shares,
Canadian Subscription Shares and Icelandic Placing Shares to be
issued.
- Subject to
paragraphs 2 and 3 above, Stifel may choose to accept bids, either
in whole or in part, on the basis of allocations determined at its
discretion and may scale down any bids for this purpose on such
basis as it may determine or be directed. Stifel may also,
notwithstanding paragraphs 2 and 3 above, following consultation
with the Company, (a) allocate UK Placing Shares after the time of
any initial allocation to any person submitting a bid after that
time; and (b) allocate UK Placing Shares after the Bookbuild has
closed to any person submitting a bid after that time. The
acceptance of offers shall be at the absolute discretion of Stifel.
If within a reasonable time after a request for verification of
identity, Stifel has not received such satisfactory evidence,
Stifel may, its absolute discretion, terminate the Placee’s UK
Placing participation in which event all funds delivered by the
Placee to Stifel will be returned without interest to the account
of the drawee bank or CREST account from which they were originally
debited.
- The UK Placing
Shares are being offered and sold by the Company
(a) outside the United States to non-US persons in
offshore transactions as defined in, and pursuant to, Regulation S,
or (b) in the United States to a limited number of
investors reasonably believed to be QIBs who have delivered to the
Company and Stifel an investor representation letter in the form
provided to it, in transactions not involving any “public offering”
within the meaning of Section 4(a)(2) of the Securities Act, and/or
pursuant to an exemption from, or transaction not subject to, the
registration requirements of the Securities Act. The Placee and the
prospective beneficial owner of the UK Placing Shares is, and at
the time the UK Placing Shares are subscribed for will be (a)
outside the United States, not a US person and subscribing for the
UK Placing Shares in an “offshore transaction” as defined in, and
pursuant to, Regulation S; or (b) (i) a QIB, and (ii) subscribing
for the UK Placing Shares pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
under the Securities Act, acknowledging that
the UK Placing Shares have not been, and will not be,
registered under the Securities Act or with any State or other
jurisdiction of the United States. With respect to (b) above,
it is subscribing for the UK Placing Shares for its own
account or for one or more accounts as to each of which it
exercises sole investment discretion and each of which is a QIB,
for investment purposes only and not with a view to any
distribution or for resale in connection with the distribution
thereof, in whole or in part, in the United States, and it has
full power to make the representations, warranties, indemnities,
acknowledgements, agreements and undertakings herein on behalf of
each such account.
- A bid in the
Bookbuild will be made on the terms and subject to the conditions
in this Appendix and will be legally binding on the Placee on
behalf of which it is made and except with Stifel’s consent
will not be capable of variation or revocation after the time at
which it is submitted. Each Placee will also have an immediate,
separate, irrevocable and binding obligation, owed to Stifel (as
agent of the Company), to pay it (or as it may direct) in cleared
funds an amount equal to the product of the Placing Price and the
number of UK Placing Shares that such Placee has agreed
to acquire. Such Placees’ obligations will be owed to the Company
and to Stifel. The Company shall allot such UK Placing
Shares to each Placee following each Placee’s payment to Stifel of
such amount.
- Except as
required by law or regulation, no press release or other
announcement will be made by Stifel or the Company using the name
of any Placee (or its agent), in its capacity as Placee (or agent),
other than with such Placee’s prior written consent.
- Irrespective of
the time at which a Placee’s allocation(s) pursuant to
the UK Placing is/are confirmed, settlement for
all UK Placing Shares to be acquired pursuant to
the UK Placing will be required to be made on the basis
explained below under “Registration and Settlement”.
- All obligations
under the Bookbuild and UK Placing will be subject to
fulfilment of the conditions referred to below under “Conditions of
the UK Placing” and to the UK Placing not being
terminated on the basis referred to below under “Termination of
the UK Placing”.
- By participating
in the Bookbuild, each Placee will agree that its rights and
obligations in respect of the UK Placing will terminate
only in the circumstances described below and will not be capable
of rescission or termination by the Placee.
- To the fullest
extent permissible by law, neither Stifel, nor the Company, nor any
of their respective Affiliates shall have any responsibility or
liability (including to the extent permissible by law, any
fiduciary duties) to Placees or to any other person whether acting
on behalf of a Placee or otherwise. In particular, neither Stifel,
nor the Company, nor any of their respective Affiliates shall have
any responsibility or liability (including, to the extent
permissible by law, any fiduciary duties) in respect of Stifel’s
conduct of the Bookbuild or of such alternative method of effecting
the UK Placing as Stifel, its Affiliates and the Company
may agree or determine.
Conditions of
the UK Placing
The UK Placing is conditional upon the
Placing Agreement becoming unconditional and not having been
terminated in accordance with its terms. Stifel’s obligations under
the Placing Agreement are conditional on (but not limited to) the
following:
- the Icelandic
Letter of Commitment not having lapsed or been terminated;
-
the Fundraising Shares having been allotted, conditional only
on Admission;
- each Icelandic
Subscription Agreement having been entered into on the date of the
Placing Agreement and remaining in full force and effect and having
become unconditional in all respects by no later than 8.00 a.m.
(London time) on 23 February 2024 or such later date as the Company
and Stifel may agree, being no later than the Long Stop Date;
- the Icelandic
Service Agreement not having lapsed or been terminated and having
become unconditional in all respects;
- the Company
having fully performed its obligations under the Placing Agreement
to the extent the same fall to be performed prior to
Admission;
- each Canadian
Subscription Agreement having been entered into on the date of the
Placing Agreement and remaining in full force and effect and the
Company delivering to Stifel proof that payment of the
consideration under each Canadian Subscription Agreement has been
received by the Company prior to 12 noon on the Business Day
in London prior to Admission;
- the warranties
on the part of the Company in the Placing Agreement being true and
accurate and, in all material respects, not misleading as of the
date of the Placing Agreement, the date of the Term Sheet and at
all times up to and immediately prior to the date of Admission, as
though they had been given and made on such dates by reference to
the facts and circumstances then subsisting;
- Stifel not
having terminated the Placing Agreement before Admission in
accordance with its terms;
- no matter having
arisen prior to Admission which might reasonably be expected to
give rise to a claim under the indemnities given by the Company for
the benefit of Stifel under the Placing Agreement;
- in the
reasonable opinion of Stifel, there having been since the date of
the Placing Agreement, no Material Adverse Change (whether or not
foreseeable at the date of the Placing Agreement);
- the TSX-V
providing conditional approval for the listing of all
the Fundraising Shares on the TSX-V, subject to the Company
fulfilling the requirements of such exchange; and
- Admission taking
place by not later than 8.00 a.m. (London time) on 23 February
2024 or such later date as the Company and Stifel may agree in
writing but in any event not later than 8.00 a.m. (London time) on
the Long Stop Date.
If (a) any of the conditions set out in the
Placing Agreement, including those described above, in relation to
the UK Placing are not fulfilled or waived by Stifel by
the respective time or date where specified (or such later time or
date as the Company and Stifel may agree, save that such time shall
not be extended beyond 8.00 am on the Long Stop Date); (b) any
of such conditions becomes incapable of being fulfilled; or (c) the
Placing Agreement is terminated in the circumstances specified
below, the UK Placing will not proceed and each Placee’s
rights and obligations hereunder in relation to
the UK Placing Shares shall cease and terminate at such
time and each Placee agrees that no claim can be made by the Placee
against any of the Company or Stifel in respect thereof.
Stifel may, in its absolute discretion and upon
such terms as it thinks fit, waive fulfilment of all or any of the
conditions in the Placing Agreement in whole or in part, or extend
the time provided for fulfilment of one or more conditions, save
that certain conditions including the condition relating to
Admission may not be waived. Any such extension or waiver will not
affect Placees’ commitments as set out in this Announcement. Stifel
may terminate the Placing Agreement in certain circumstances,
details of which are set out below.
Placees will have no rights against Stifel or
the Company under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or
otherwise.
Neither Stifel, nor any of its Affiliates, nor
any of its or its Affiliates’ directors, officers, employees,
agents or advisers shall have any liability to any Placee (or to
any other person whether acting on behalf of a Placee or otherwise)
in respect of any decision Stifel may make as to whether or not to
waive or to extend the time and/or date for the satisfaction of any
condition to the UK Placing nor for any decision any of
them may make as to the satisfaction of any condition or in respect
of the UK Placing generally and by participating in
the UK Placing each Placee agrees that any such decision
is within the absolute discretion of Stifel.
By participating in the Bookbuild, each Placee
agrees that its rights and obligations cease and terminate only in
the circumstances described above and under “Termination of
the UK Placing” below and will not be capable of
rescission or termination by it.
Termination of
the UK Placing
Stifel is entitled to terminate the Placing
Agreement in accordance with its terms in certain circumstances,
including, inter alia, if at any time before Admission in the
opinion of Stifel (acting in good faith):
- any statement
contained in the documents issued by the Company in connection with
the UK Placing is incorrect or has become or been
discovered to be untrue or inaccurate in any material respect or
misleading in any material respect or that there has been a
material omission therefrom;
- any of the
warranties given by the Company under the Placing Agreement was,
when given, in any material respect, untrue or inaccurate or
misleading;
- any of the
warranties given by the Company under the Placing Agreement is not,
or has ceased to be, in any material respect, true or accurate or
not misleading (or would not be true, accurate or not misleading if
then repeated) by reference to the facts subsisting at the
time;
- the Company has
failed to comply with any of its obligations contained in
the UK Placing Agreement;
- there has
occurred a suspension or cancellation by either the AIM, the TSX-V
or the Icelandic Exchange of trading in the Company’s securities on
any of AIM, the TSX-V or the Icelandic Exchange, other than a
suspension of trading in the Company’s securities on the TSX-V to
facilitate the Bookbuild;
- any of the
Icelandic Service Agreement or the Icelandic Letter of Commitment
having terminated or lapsed;
- there are any
facts, matters or circumstances which give rise to, or are
reasonably likely to give rise to (in the opinion of Stifel acting
in good faith) a claim under the indemnities given by the Company
for the benefit of Stifel under the Placing Agreement;
- the appointment
of Stifel as agent of the Company under the Placing Agreement is
terminated for whatever reason;
- there shall have
occurred any significant new factor, mistake or inaccuracy in the
information in this document requiring in the opinion of Stifel,
acting in good faith, a supplementary press document to be
published by or on behalf of the Company; or
- there has
occurred, in the opinion of Stifel acting in good faith, a Material
Adverse Change whether or not foreseeable at the date of the
Placing Agreement.
On the occurrence of any one or more of the
above-mentioned circumstances, Stifel may, in its absolute
discretion, by notice in writing to the Company (or by orally
communicating the same to the Company), terminate the Placing
Agreement with immediate effect.
Upon such notice being given, the parties to the
Placing Agreement shall be released and discharged (except for any
liability arising before or in relation to such termination) from
their respective obligations under or pursuant to the Placing
Agreement, subject to limited exceptions.
By participating in the UK Placing,
each Placee agrees that its rights and obligations terminate only
in the circumstances described above and under the “Conditions of
the UK Placing” section above and will not be capable of
rescission or termination by it after oral confirmation by Stifel
following the close of the Bookbuild.
By participating in the Bookbuild, each Placee
agrees with the Company and Stifel that the exercise by the Company
or Stifel of any right of termination or any other right or other
discretion under the Placing Agreement shall be within the absolute
discretion of the Company or Stifel or for agreement between the
Company and Stifel (as the case may be) and that neither the
Company nor Stifel need make any reference to, or undertake any
consultation with, Placees and that neither they nor any of their
respective Affiliates’, agents, directors, officers or employees
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise) whatsoever in connection
with any such exercise.
No prospectus
The UK Placing Shares are being
offered to a limited number of specifically invited persons only
and will not be offered in such a way as to require any prospectus
or other offering document to be published. No prospectus or other
offering document has been or will be submitted to be approved by
the FCA in relation to the UK Placing or
the UK Placing Shares and Placees’ commitments will be
made solely on the basis of publicly available information taken
together with the information contained in this Announcement, and
any Exchange Information (as defined below) previously published by
or on behalf of the Company simultaneously with or prior to the
date of this Announcement and subject to any further terms set
forth in the contract note sent to individual Placees.
Each Placee, by participating in
the UK Placing, agrees that the content of this
Announcement and the publicly available information released by or
on behalf of the Company is exclusively the responsibility of the
Company and confirms to Stifel and the Company that it has neither
received nor relied on any other information, representation,
warranty, or statement made by or on behalf of the Company (other
than publicly available information) or Stifel or their respective
Affiliates or any other person and none of Stifel or the Company,
or any of their respective Affiliates or any other person will be
liable for any Placee’s decision to participate in
the UK Placing based on any other information,
representation, warranty or statement which the Placees may have
obtained or received (regardless of whether or not such
information, representation, warranty or statement was given or
made by or on behalf of any such persons). Each Placee acknowledges
and agrees that it has relied on its own investigation of the
business, financial or other position of the Company in accepting a
participation in the UK Placing. No Placee should
consider any information in this Announcement to be legal, tax or
business advice. Nothing in this paragraph shall exclude the
liability of any person for fraudulent misrepresentation.
Lock-up
The Company has undertaken to Stifel that,
between the date of the Placing Agreement and 120 calendar days
after the Closing Date, it will not, without the prior written
consent of Stifel (such consent not to be unreasonably withheld or
delayed), enter into certain transactions involving or relating to
the Common Shares, subject to certain customary carve-outs agreed
between Stifel and the Company.
By participating in the UK Placing,
Placees agree that the exercise by Stifel of any power to grant
consent to waive the undertaking by the Company of a transaction
which would otherwise be subject to the lock-up under the Placing
Agreement shall be within the absolute discretion of Stifel and
that they need not make any reference to, or consult with, Placees
and that they shall have no liability to Placees whatsoever in
connection with any such exercise of the power to grant
consent.
Registration and settlement
Settlement of transactions in
the UK Placing Shares (ISIN: CA00108V1022) following
Admission will take place within the relevant system administered
by Euroclear (“CREST”), using the
delivery versus payment mechanism, subject to certain exceptions.
Subject to certain exceptions, Stifel and the Company reserve the
right to require settlement for, and delivery of,
the UK Placing Shares to Placees by such other means that
they deem necessary if delivery or settlement is not practicable in
CREST within the timetable set out in this Announcement or would
not be consistent with the regulatory requirements in the Placee’s
jurisdiction.
In order to enable Placees in the United
Kingdom to settle their securities through CREST, the Company
has appointed Computershare Investor Services plc to act as a
depositary (the “Depositary”) to hold the Common
Shares and issue dematerialised depositary interests representing
the underlying Common Shares (“Depositary
Interests”). The Depositary will hold the Common Shares on
trust for the relevant shareholders.
The Depositary Interests are independent English
securities and held on a register maintained by the Depositary. The
Depositary Interests have the same security code and ISIN number as
the underlying Common Shares which they represent and do not
require a separate admission to AIM. Any references
to UK Placing Shares in this Announcement shall include
any Depositary Interests issued in relation to the same.
Following the close of the Bookbuild for
the UK Placing, each Placee
allocated UK Placing Shares in the UK Placing
will be sent a contract note stating the number
of UK Placing Shares to be allocated to it at the Placing
Price, the aggregate amount owed by such Placee to Stifel and
settlement instructions. It is expected that such contract note
will be despatched on or around 12 February 2024 and that this will
also be the trade date.
Each Placee agrees that it will do all things
necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated
settlement instructions that it has in place with Stifel. The
Company will deliver the UK Placing Shares to a CREST
account or account operated by Stifel as agent for the Company and
Stifel will enter its delivery instruction into the CREST system.
Stifel will hold any UK Placing Shares delivered to this
account as nominee for the Placees. The input to CREST by a Placee
of a matching or acceptance instruction will then allow delivery of
the relevant UK Placing Shares to that Placee against
payment. It is expected that settlement will be on 23 February 2024
on a T+9 basis in accordance with the instructions given to
Stifel.
Interest is chargeable daily on payments not
received from Placees on the due date in accordance with the
arrangements set out above at the rate of two percentage points
above SONIA as determined by Stifel.
Each Placee agrees that, if it does not comply
with these obligations, Stifel may sell any or all of
their UK Placing Shares on their behalf and retain from
the proceeds, for the Company’s own account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the Placing Price and for any stamp duty or stamp
duty reserve tax (together with any interest or penalties) which
may arise upon the sale of its UK Placing Shares on its
behalf.
If UK Placing Shares are to be
delivered to a custodian or settlement agent, Placees must ensure
that, upon receipt, the conditional contract note is copied and
delivered immediately to the Relevant Person within that
organisation. Insofar as UK Placing Shares are registered
in a Placee’s name or that of its nominee or in the name of any
person for whom a Placee is contracting as agent or that of a
nominee for such person, such UK Placing Shares should,
subject as provided below, be so registered free from any liability
to United Kingdom stamp duty or stamp duty reserve tax.
Placees will not be entitled to receive any fee or commission in
connection with the UK Placing.
Representations and
warranties
By participating in the Bookbuild, each Placee
(and any person acting on such Placee’s behalf) irrevocably
acknowledges, confirms, undertakes, represents, warrants and agrees
(for itself and for any such prospective Placee) with Stifel (in
its capacity as placing agent of the Company in respect of
the UK Placing) and the Company, in each case as a
fundamental term of its application for UK Placing
Shares, the following:
- it has read and
understood this Announcement in its entirety and that its
acquisition of and subscription for UK Placing Shares is
subject to and based upon all the terms, conditions,
representations, warranties, indemnities, acknowledgements,
agreements and undertakings and other information contained herein
and that it has not relied on, and will not rely on, any
information given or any representations, warranties or statements
made at any time by any person in connection with Admission, the
Bookbuild, the Company, the UK Placing,
the UK Placing Shares or otherwise;
- that no offering
document or prospectus or admission document has been or will be
prepared in connection with the UK Placing or is required
under the EU Prospectus Regulation, the UK Prospectus
Regulation or the rules of the Icelandic Exchange or the Rules of
the TSX-V and it has not received and will not receive a
prospectus, admission document or other offering document in
connection with Admission, the Bookbuild, the Company,
the UK Placing or the UK Placing Shares;
- that the Common
Shares are traded on AIM and that the Company is therefore required
to publish certain business and financial information in accordance
with MAR and the AIM Rules for Companies (collectively, the
“Exchange Information”), which includes a
description of the nature of the Company’s business and the
Company’s most recent balance sheet and profit and loss account,
and similar statements for preceding financial years and that it
has reviewed such Exchange Information and that it is able to
obtain or access such Exchange Information;
- that none of
Stifel, the Company nor any of their respective Affiliates nor any
person acting on behalf of any of them has provided, and none of
them will provide it with any, material or information regarding
the UK Placing Shares, the Bookbuild,
the UK Placing, the Company, the Icelandic Placing or the
Icelandic Placing Shares or the Canadian Subscription or any other
person other than the information in this Announcement; nor has it
requested Stifel, the Company, any of their respective Affiliates
nor any person acting on behalf of any of them to provide it with
any such material or information;
- unless otherwise
specifically agreed with Stifel, that it is not, and at the time
the UK Placing Shares are acquired, neither it nor the
beneficial owner of the UK Placing Shares will be, a
resident of a Restricted Territory or any other jurisdiction in
which it would be unlawful to make or accept an offer to acquire
the UK Placing Shares, subject to certain restrictions;
and further acknowledges that the UK Placing Shares have
not been and will not be registered or otherwise qualified, for
offer and sale nor will an offering document, prospectus, offering
memorandum or admission document be cleared or approved in respect
of any of the UK Placing Shares under the securities
legislation of the United States or any other Restricted
Territory and, subject to certain exceptions, may not be offered,
sold, transferred, delivered or distributed, directly or
indirectly, in or into those jurisdictions or in any country or
jurisdiction where any such action for that purpose is
required;
- that, if it
and/or any person on whose behalf it is participating is located
within the United States or is a U.S. Person
(as defined in Regulation S), it understands and acknowledges
that the Company may make notation on its records or give
instructions to the registrar and transfer agent of
the UK Placing Shares in order to implement the
restrictions on transfer set forth and described herein;
- that, if it
and/or any person on whose behalf it is participating is located
within the United States or is a U.S. Person
(as defined in Regulation S), it (and any account for which it
is purchasing) is not acquiring UK Placing Shares with a
view to any offer, sale or distribution thereof within the meaning
of the Securities Act;
- that the content
of this Announcement is exclusively the responsibility of the
Company and that neither Stifel nor any of its
Affiliates nor any person acting on their behalf has or shall
have any responsibility or liability for any information,
representation, warranty or statement contained in this
Announcement or any information previously or subsequently
published by or on behalf of the Company, including, without
limitation, any Exchange Information, and will not be liable for
any Placee’s decision to participate in the UK Placing
based on any information, representation, warranty or statement
contained in this Announcement or any information previously
published by or on behalf of the Company or otherwise;
- that the only
information on which it is entitled to rely and on which such
Placee has relied in committing itself to acquire
the UK Placing Shares is contained in this Announcement
and any other Exchange Information, such information being all that
it deems necessary to make an investment decision in respect of
the UK Placing Shares, and that it has neither received
nor relied on any other information given or investigations,
representations, warranties or statements made by Stifel or the
Company and neither Stifel nor the Company will be liable for any
Placee’s decision to accept an invitation to participate in
the UK Placing based on any other information,
representation, warranty or statement;
- that it has
relied on its own investigation, examination and due diligence of
the business, financial or other position of the Company in
deciding to participate in the UK Placing and that
neither Stifel nor any of its Affiliates has made any
representations to it, express or implied, with respect to the
Company, the Bookbuild, the UK Placing or
the UK Placing Shares or the accuracy, completeness or
adequacy of the Exchange Information, and each of them expressly
disclaims any liability in respect thereof;
- that it has not
relied on any information relating to the Company contained in any
research reports prepared by Stifel, any of its Affiliates or any
person acting on behalf of Stifel or any of its Affiliates’ behalf
and understands that (i) neither Stifel nor any of its Affiliates
nor any person acting on its or their behalf has or shall have any
liability for public information or any representation; (ii)
neither Stifel nor any of its Affiliates nor any person acting on
its or their behalf has or shall have any liability for any
additional information that has otherwise been made available to
such Placee, whether at the date of publication, the date of this
Announcement or otherwise; and that (iii) neither Stifel nor any of
its Affiliates nor any person acting on its or their behalf makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such information, whether at the
date of publication, the date of this Announcement or
otherwise;
- that the
allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of UK Placing
Shares will not give rise to a liability under any of sections 67,
70, 93 or 96 of the Finance Act 1986 (depositary receipts and
clearance services) and that it is not participating in
the UK Placing as nominee or agent for any person to whom
the allocation, allotment, issue or delivery of
the UK Placing Shares would give rise to such a liability
and that the UK Placing Shares are not being acquired in
connection with arrangements to issue depositary receipts or to
issue or transfer UK Placing Shares into a clearance
service;
- that it
understands that the UK Placing Shares have not been and
will not be registered under the Securities Act or under the
securities laws of any state of other jurisdiction of the
United States and are not being offered or sold
within the United States or to or for the account or benefit
of US persons, except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act;
- that it
acknowledges that no action has been or will be taken by the
Company, Stifel, their respective Affiliates or any person acting
on its or their behalf that would, or is intended to, permit a
public offer of the UK Placing Shares in the United
States or in any country or jurisdiction where any such action
for that purpose is required;
- that it and any
person acting on its behalf is entitled to acquire
the UK Placing Shares under the laws of all relevant
jurisdictions which apply to it and that it has fully observed such
laws and obtained all such governmental and other guarantees,
permits, authorisations, approvals and consents which may be
required thereunder and complied with all necessary formalities and
that it has not taken any action or omitted to take any action
which will or may result in Stifel, the Company or any of their
respective Affiliates acting in breach of the legal or regulatory
requirements of any jurisdiction in connection with
the UK Placing;
- that it (and any
person acting on its behalf) has all necessary capacity and has
obtained all necessary consents and authorities to enable it to
commit to its participation in the UK Placing and to
perform its obligations in relation thereto (including, without
limitation, in the case of any person on whose behalf it is acting,
all necessary consents and authorities to agree to the terms set
out or referred to in this Announcement) and will honour such
obligations;
- that it has
complied with its obligations under the Criminal Justice Act 1993,
Part VIII of FSMA and MAR and in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002 (as
amended), the Terrorism Act 2000, the Anti-Terrorism Crime and
Security Act 2001, the Terrorism Act 2006, the Money Laundering,
Terrorist Financing and Transfer of Funds (Information on the
Payer) Regulations 2017, the FCA’s SYSC and any related or similar
rules, regulations or guidelines issued, administered or enforced
by any government agency having jurisdiction in respect thereof
(the “regulations”) and, if making payment on
behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third
party as required by the regulations. If within a reasonable time
after a request for verification of identity, Stifel has not
received such satisfactory evidence, Stifel may, in its absolute
discretion, terminate the Placee’s UK Placing
participation in which event all funds delivered by the Placee to
Stifel will be returned without interest to the account of the
drawee bank or CREST account from which they were originally
debited;
- that it is
acting as principal only in respect of the UK Placing or,
if it is acting for any other person: (a) it is duly authorised to
do so and has full power to make, and does make, the
acknowledgments, representations and agreements herein on behalf of
each such person; and (b) it is and will remain liable to Stifel
and the Company for the performance of all its obligations as a
Placee in respect of the UK Placing (regardless of the
fact that it is acting for another person). Each Placee agrees that
the provisions of this paragraph shall survive the resale of
the UK Placing Shares by or on behalf of any person for
whom it is acting;
- if in a Member
State of the EEA and except as disclosed in this Announcement under
“Details of the UK Placing”, that it is (a) an EEA
Qualified Investor; and (b) a “professional client” or an “eligible
counterparty” within the meaning set out in EU Directive 2014/65/EU
on markets in financial instruments (MIFID II), as implemented into
national law of the relevant EEA state;
- if in
the United Kingdom, that it is a UK Qualified
Investor and it undertakes that it will acquire, hold, manage and
(if applicable) dispose of the UK Placing Shares that are
allocated to it for the purposes of its business;
- that it will not
distribute, transfer or otherwise transmit this Announcement or any
part of it, or any other presentation or other materials concerning
the UK Placing, in or into the United
States (including electronic copies thereof) directly or
indirectly, whether in whole or in part, in or into any Restricted
Territory or any other jurisdiction in which such distribution,
forwarding, transfer or transmission would be unlawful;
- where it is
acquiring the UK Placing Shares for one or more managed
accounts, it represents, warrants and undertakes that it is
authorised in writing by each managed account: (a) to acquire
the UK Placing Shares for each managed account; and (b)
it has full power to make the acknowledgements, representations,
undertakings and agreements herein on behalf of each such
account;
- that if it is a
pension fund or investment company, it represents, warrants and
undertakes that its acquisition of UK Placing Shares is
in full compliance with applicable laws and regulations;
- if it is acting
as a financial intermediary, as that term is used in Article 5(1)
of the EU Prospectus Regulation or the UK Prospectus
Regulation, as the case may be, that the UK Placing
Shares acquired by it in the UK Placing will not be
acquired for, on a non-discretionary basis on behalf of, nor will
they be acquired with a view to their offer or resale to, persons
in a member state of the EEA other than EEA Qualified Investors or
persons in the United Kingdom other
than UK Qualified Investors, or in circumstances in which
the prior consent of Stifel and the Company has been given to the
proposed offer or resale;
- that it has not
offered or sold and, prior to the expiry of a period of six months
from Admission, will not offer or sell any UK Placing
Shares to persons in the EEA, except to EEA Qualified Investors or
otherwise in circumstances which have not resulted and which will
not result in an offer to the public in any member state in the EEA
within the meaning of Article 2(d) of the EU Prospectus
Regulation;
- that it has not
offered or sold and, prior to the expiry of a period of six months
from Admission, will not offer or sell any UK Placing
Shares to persons in the United Kingdom, except
to UK Qualified Investors or otherwise in circumstances
which have not resulted and which will not result in an offer to
the public in the United Kingdom within the meaning of
Article 2(d) of the UK Prospectus Regulation;
- that any offer
of UK Placing Shares may only be directed at persons in
member states of the EEA who are EEA Qualified Investors and
represents, warrants and undertakes that it has not offered or sold
and will not offer or sell any UK Placing Shares to
persons in the EEA prior to Admission except to EEA Qualified
Investors or otherwise in circumstances which have not resulted in
and which will not result in an offer to the public in any member
state of the EEA within the meaning of the EU Prospectus
Regulation;
- that any offer
of UK Placing Shares may only be directed at persons in
the United Kingdom who are UK Qualified
Investors and represents, warrants and undertakes that it has not
offered or sold and will not offer or sell any UK Placing
Shares to persons in the United Kingdom prior to
Admission except to UK Qualified Investors or otherwise
in circumstances which have not resulted in and which will not
result in an offer to the public in the United
Kingdom within the meaning of the UK Prospectus
Regulation;
- that it has only
communicated or caused to be communicated and will only communicate
or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of the
FSMA) relating to the UK Placing Shares in circumstances
in which section 21(1) of the FSMA does not require approval of the
communication by an authorised person;
- that it has
complied and will comply with all applicable laws (including all
relevant provisions of the FSMA) with respect to anything done by
it in relation to the UK Placing Shares in respect of
anything done in, from or otherwise involving, the United
Kingdom;
- if it has
received any inside information (as that term is defined in MAR)
about the Company in advance of the UK Placing, it has
not: (a) dealt in the securities of the Company;
(b) encouraged or required another person to deal in the
securities of the Company; or (c) disclosed such information to any
person except as permitted by MAR, prior to the information being
made publicly available;
- that: (a) it
(and any person acting on its behalf) has capacity and authority
and is otherwise entitled to purchase the UK Placing
Shares under the laws of all relevant jurisdictions which apply to
it; (b) it has paid any issue, transfer or other taxes due in
connection with its participation in any territory; (c) it has not
taken any action which will or may result in the Company, Stifel,
any of their respective Affiliates or any person acting on their
behalf being in breach of the legal and/or regulatory requirements
and/or any anti-money laundering requirements of any territory in
connection with the UK Placing; and (d) that the
subscription for and purchase of the UK Placing Shares by
it or any person acting on its behalf will be in compliance with
applicable laws and regulations in the jurisdiction of its
residence, the residence of the Company, or otherwise;
- that it (and any
person acting on its behalf) has funds available to pay for
the UK Placing Shares it has agreed to acquire and
acknowledges, agrees and undertakes that it (and any person acting
on its behalf) will make payment for the UK Placing
Shares allocated to it in accordance with this Announcement on the
due time and date set out herein against delivery of
such UK Placing Shares to it, failing which the
relevant UK Placing Shares may be placed with other
Placees or sold as Stifel may in its absolute discretion determine
and without liability to such Placee. It will, however, remain
liable for any shortfall below the net proceeds of such sale and
the placing proceeds of such UK Placing Shares and may be
required to bear any stamp duty or stamp duty reserve tax (together
with any interest or penalties) due pursuant to the terms set out
or referred to in this Announcement which may arise upon the sale
of such Placee’s UK Placing Shares on its behalf;
- that it
acknowledges and confirms that if it fails to make payment
for UK Placing Shares allocated to it, Stifel may assign
its rights and powers under this Appendix against such defaulting
Placee to a third party without notice to the relevant Placee;
- that its
allocation (if any) of UK Placing Shares will represent a
maximum number of UK Placing Shares to which it will be
entitled, and required, to acquire, and that Stifel or the Company
may call upon it to acquire a lower number of UK Placing
Shares (if any), but in no event in aggregate more than the
aforementioned maximum;
- neither Stifel,
nor any of its Affiliates nor any person acting on its or their
behalf is making any recommendations to it, or advising it
regarding the suitability or merits of any transactions it may
enter into in connection with the UK Placing and that
participation in the UK Placing is on the basis that it
is not and will not be a client of Stifel and that Stifel does not
have any dues or responsibilities to it for providing the
protections afforded to their clients or customers or for providing
advice in relation to the UK Placing nor in respect of
any representations, warranties, undertakings or indemnities
contained in the Placing Agreement nor for the exercise or
performance of Stifel’s rights and obligations thereunder including
any rights to waive or vary any conditions or exercise any
termination right;
- the exercise by
Stifel of any right or discretion under the Placing Agreement shall
be within the absolute discretion of Stifel and Stifel need not
have any reference to it and shall have no liability to it
whatsoever in connection with any decision to exercise or not to
exercise any such right and each Placee agrees that it has no
rights against Stifel, the Company or any of their respective
Affiliates under the Placing Agreement pursuant to the Contracts
(Rights of Third Parties) Act 1999 (as amended) or otherwise;
- that the person
whom it specifies for registration as holder of
the UK Placing Shares will be: (a) itself; or (b) its
nominee, as the case may be. Neither Stifel, nor the Company nor
any of their respective Affiliates will be responsible for any
liability to stamp duty or stamp duty reserve tax or other similar
dues or taxes (together with any interest or penalties) resulting
from a failure to observe this requirement. Each Placee and any
person acting on behalf of such Placee agrees to indemnify Stifel,
the Company and any of their respective Affiliates in respect of
the same on an after-tax basis on the basis that
the UK Placing Shares will be allotted to the CREST stock
account of Stifel who will hold them as nominee on behalf of such
Placee until settlement in accordance with its standing settlement
instructions;
- that these Terms
and Conditions and any agreements entered into by it pursuant to
these Terms and Conditions, and any non-contractual obligations
arising out of or in connection with such agreements, shall be
governed by and construed in accordance with the laws
of England and Wales and it submits (on behalf
of itself and on behalf of any person on whose behalf it is acting)
to the exclusive jurisdiction of the English courts as regards any
claim, dispute or matter arising out of any such contract, except
that enforcement proceedings in respect of the obligation to make
payment for the UK Placing Shares (together with any
interest chargeable thereon) may be taken by Stifel or the Company
in any jurisdiction in which the relevant Placee is incorporated or
in which any of its securities have a quotation on a recognised
stock exchange;
- that Stifel, the
Company and their respective Affiliates and others will rely upon
the truth and accuracy of the representations, warranties,
agreements, undertakings and acknowledgements set forth herein and
which are given to Stifel on its own behalf and on behalf of the
Company and are irrevocable and it irrevocably authorises Stifel
and the Company to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
- that it will
indemnify on an after-tax basis and hold Stifel, the Company and
their respective Affiliates harmless from any and all costs,
claims, liabilities and expenses (including legal fees and
expenses) arising out of, directly or indirectly, or in connection
with any breach by it of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix and
further agrees that the Company and Stifel will rely on the truth
and accuracy of the confirmations, warranties, acknowledgements and
undertakings herein and, if any of the foregoing is or becomes no
longer true or accurate, the Placee shall promptly notify Stifel
and the Company. All confirmations, warranties, acknowledgements
and undertakings given by the Placee, pursuant to this Announcement
are given to Stifel for itself and on behalf of the Company and
will survive completion of the UK Placing and
Admission;
- that any
documents sent to Placees will be sent at the Placees’ risk. They
may be sent by post to such Placees at an address notified to
Stifel;
- acknowledges
that it irrevocably appoints any director of Stifel as its agent
for the purposes of executing and delivering to the Company and/or
its registrars any documents on its behalf necessary to enable it
to be registered as the holder of any of the UK Placing
Shares agreed to be taken up by it under the UK Placing;
- that, as far as
it is aware it is not acting in concert (within the meaning given
in The City Code on Takeovers and Mergers) with any other person in
relation to the Company;
- that it
acknowledges that its commitment to acquire UK Placing Shares on
the terms set out herein and in the trade confirmation or contract
note (as the case may be) will continue notwithstanding any
amendment that may in future be made to the terms and conditions of
the UK Placing and that Placees will have no right to be consulted
or require that their consent be obtained with respect to the
Company’s or Stifel’s conduct of the UK Placing;
- that in making
any decision to acquire the UK Placing Shares: (a) it has
sufficient knowledge, sophistication and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for or purchasing the
UK Placing Shares; (b) it is experienced in investing in securities
of this nature in this sector and is aware that it may be required
to bear, and is able to bear, the economic risk of participating
in, and is able to sustain a complete loss in connection with, the
UK Placing; (c) it has relied on its own examination, due diligence
and analysis of the Company and its Affiliates taken as a whole,
including the markets in which the Group operates, and the terms of
the UK Placing, including the merits and risks involved and not
upon any view expressed or information provided by or on behalf of
Stifel; (d) it has had sufficient time and access to information to
consider and conduct its own investigation with respect to the
offer and purchase of the UK Placing Shares, including the legal,
regulatory, tax, business, currency and other economic and
financial considerations relevant to such investment and has so
conducted its own investigation to the extent it deems necessary
for the purposes of its decision to acquire the UK Placing Shares;
and (e) it will not look to the Company, Stifel, any of their
respective Affiliates or any person acting on its or their behalf
for all or part of any such loss or losses it or they may
suffer;
- that it
acknowledges and agrees that neither Stifel nor the Company owes
any fiduciary or other dues to it or any Placee in respect of any
representations, warranties, undertakings or indemnities in the
Placing Agreement;
- understands and
agrees that it may not rely on any investigation that Stifel or any
person acting on their behalf may or may not have conducted with
respect to the Company and its Affiliates or the UK Placing and
Stifel has not made any representation or warranty to it, express
or implied, with respect to the merits of the UK Placing, the
subscription for or purchase of the UK Placing Shares, or as to the
condition, financial or otherwise, of the Company and its
Affiliates, or as to any other matter relating thereto, and nothing
herein shall be construed as any investment or other recommendation
to it to acquire the UK Placing Shares. It acknowledges and agrees
that no information has been prepared by, or is the responsibility
of, Stifel for the purposes of this UK Placing;
- that it
acknowledges and agrees that it will not hold Stifel nor any its
Affiliates or any person acting on its or their behalf responsible
or liable for any misstatements in or omission from any publicly
available information relating to the Group or information made
available (whether in written or oral form) relating to the Group
(the “Information”) and that neither Stifel nor
any person acting on its behalf makes any representation or
warranty, express or implied, as to the truth, accuracy or
completeness of such Information or accepts any responsibility for
any of such Information;
- that in
connection with the UK Placing, Stifel and any of its Affiliates
acting as an investor for its own account may take up shares in the
Company and in that capacity may retain, purchase or sell for its
own account such shares in the Company and any securities of the
Company or related investments and may offer or sell such
securities or other investments otherwise than in connection with
the UK Placing. Accordingly, references in this Announcement to
shares being issued, offered or placed should be read as including
any issue, offering or placement of such shares in the Company to
Stifel and any of its Affiliates acting in such capacity. In
addition Stifel may enter into financing arrangements and swaps
with investors in connection with which Stifel may from time to
time acquire, hold or dispose of such securities of the Company,
including the UK Placing Shares. Neither Stifel nor any of its
Affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or
regulatory obligation to do so;
- that it
acknowledges that the UK Placing Shares have not been registered or
otherwise qualified, and will not be registered or otherwise
qualified, for offer and sale nor will a prospectus be cleared or
approved in respect of any of the UK Placing Shares under the
securities laws of the United States, or any state or other
jurisdiction of the United States, nor approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the UK Placing or the accuracy or adequacy of this
Announcement, and that any representation to the contrary is a
criminal offence. The UK Placing Shares have not been registered or
otherwise qualified for offer and sale nor will a prospectus be
cleared or approved in respect of the UK Placing Shares under the
securities laws of any Restricted Territory and, subject to certain
exceptions, may not be offered, sold, taken up, renounced or
delivered or transferred, directly or indirectly, within the United
States or any other Restricted Territory, or in any country or
jurisdiction where any action for that purpose is required;
- that, if it
and/or any person on whose behalf it is participating is located
within the United States or is a U.S. Person, it understands
and acknowledges that the Company may make notation on its records
or give instructions to the registrar and transfer agent of the UK
Placing Shares in order to implement the restrictions on transfer
set forth and described herein;
- that, if it
and/or any person on whose behalf it is participating is located
within the United States or is a U.S. Person, it (and any
account for which it is purchasing) is not acquiring UK Placing
Shares with a view to any offer, sale or distribution thereof
within the meaning of the Securities Act;
- it will not
reoffer, sell, pledge or otherwise transfer the UK Placing Shares
except: (a) in an offshore transaction in accordance with
Regulation S; (b) in the United States pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act, in each case in compliance with
all applicable securities laws of the United States or any State or
other jurisdiction of the United States or (c) pursuant to an
effective registration statement under the Securities Act and that,
in each such case, such offer, sale, pledge or transfer will be
made in accordance with any applicable securities laws of any state
of the United States;
- that the UK
Placing Shares are being offered and sold by or on behalf of the
Company in offshore transactions (as defined in Regulation S). It
and the prospective beneficial owner of the UK Placing Shares is,
and at the time the UK Placing Shares are subscribed for will be
either: (a) outside the United States and subscribing for the UK
Placing Shares in an offshore transaction as defined in, and in
accordance with, Regulation S; or (b) (i) a QIB, (ii) subscribing
for the UK Placing Shares pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act; and (iii) will have duly executed investor
representation letter in the form provided to it;
- that it is not
acquiring any of the UK Placing Shares as a result of any form of
general solicitation or general advertising (within the meaning of
Rule 502(c) of Regulation D under the Securities Act) or any form
of directed selling efforts (as defined in Regulation S);
- that Stifel and
its Affiliates may have engaged in transactions with, and provided
various commercial banking, investment banking, financial advisory
transactions and services in the ordinary course of their business
with the Company and/or its Affiliates for which they would have
received customary fees and commissions. Stifel and its Affiliates
may provide such services to the Company and/or its Affiliates in
the future;
- it understands
that certain personal information may be collected by the Company
for the purposes of completing the Fundraising, which includes,
without limitation, determining its eligibility to purchase the
shares under Canadian securities laws and other applicable
securities laws and completing filings required by any securities
commission or other regulatory authority; that its personal
information may be disclosed by the Company to: (a) securities
commissions or stock exchanges, (b) the Canada Revenue Agency or
other taxing authorities, and (c) any of the other parties involved
in the Fundraising, including legal counsel to the Company, Stifel
and any dealer who sells shares to such purchaser and may be
included in record books in connection with the Fundraising; and
that by purchasing the shares, it will be deemed to have consented
to the foregoing collection, use and disclosure of its personal
information and the filing of copies or originals of any of its
documents submitted hereunder as may be required to be filed with
any securities commission or stock exchange in connection with the
transactions contemplated hereby;
- it understands
that certain information provided by it, including its name,
address, telephone number and email address, the number of shares
being purchased, the exemption being relied upon by it in
purchasing the shares and its registrant or insider status, if
applicable, will be disclosed to the applicable securities
regulatory authorities, such information is being collected by such
securities regulatory authorities under the authority granted to
each of them under securities legislation and it will be deemed to
have authorised the indirect collection of such information by such
securities regulatory authorities. This information is being
collected for the purposes of the administration and enforcement of
the securities legislation of such jurisdictions. In the event the
purchaser has any questions with respect to the indirect collection
of such information by such securities regulatory authorities and
regulators, it should contact the applicable securities regulatory
authority or regulator using the contact information on the
Canadian Securities Administrators
website: https://www.securities-administrators.ca/about/contact-us/;
and
- if required by
applicable Canadian or Icelandic securities laws (including any
policies of the TSX-V or Nasdaq Iceland hf.), it will execute,
deliver and file or assist the Company in filing such report,
undertakings and other documents relating to the purchase of the
shares as may be required.
The foregoing acknowledgements, agreements,
undertakings, representations, warranties and confirmations are
given for the benefit of the Company as well as Stifel (for its own
benefit and, where relevant, the benefit of its Affiliates and any
person acting on its or their behalf) and are irrevocable. Each
Placee, and any person acting on behalf of a Placee, acknowledges
that neither Stifel nor the Company owes any fiduciary or other
dues to any Placee in respect of any representations, warranties,
undertakings or indemnities in the Placing Agreement.
Please also note that the agreement to allot and
issue UK Placing Shares to Placees (or the persons for whom Placees
are contracting as nominee or agent) free of stamp duty and stamp
duty reserve tax relates only to their allotment and issue to
Placees, or such persons as they nominate as their agents, direct
from the Company for the UK Placing Shares in question. Neither the
Company, nor Stifel will be responsible for any UK stamp duty or UK
stamp duty reserve tax (including any interest and penalties
relating thereto) arising in relation to the UK Placing Shares in
any other circumstances.
Such agreement is subject to the
representations, warranties and further terms above and also
assumes, and is based on a warranty from each Placee, that the UK
Placing Shares are not being acquired in connection with
arrangements to issue depositary receipts or to issue or transfer
the UK Placing Shares into a clearance service. Neither Stifel nor
the Company are liable to bear any stamp duty or stamp duty reserve
tax or any other similar dues or taxes (“transfer
taxes”) that arise: (a) if there are any such arrangements
(or if any such arrangements arise subsequent to the acquisition by
Placees of UK Placing Shares); or (b) on a sale of UK Placing
Shares; or (c) for transfer taxes arising otherwise than under the
laws of the United Kingdom. Each Placee to whom (or on behalf of
whom, or in respect of the person for whom it is participating in
the UK Placing as an agent or nominee) the allocation, allotment,
issue or delivery of UK Placing Shares has given rise to such
transfer taxes undertakes to pay such transfer taxes forthwith, and
agrees to indemnify on an after-tax basis and hold Stifel and/or
the Company and their respective Affiliates harmless from any such
transfer taxes, and all interest, fines or penalties in relation to
such transfer taxes. Each Placee should, therefore, take its own
advice as to whether any such transfer tax liability arises.
Each Placee and any person acting on behalf of
each Placee acknowledges and agrees that Stifel or any of its
Affiliates may, at their absolute discretion, agree to become a
Placee in respect of some or all of the UK Placing Shares. Each
Placee acknowledges and is aware that Stifel is receiving a fee in
connection with its role in respect of the UK Placing as detailed
in the Placing Agreement.
When a Placee or person acting on behalf of the
Placee is dealing with Stifel, any money held in an account with
any Stifel on behalf of the Placee and/or any person acting on
behalf of the Placee will not be treated as client money within the
meaning of the rules and regulations of the FCA made under the
FSMA. The Placee acknowledges that the money will not be subject to
the protections conferred by the client money rules; as a
consequence, this money will not be segregated from Stifel’s money
in accordance with the client money rules and will be used by
Stifel in the course of its own business; and the Placee will rank
only as a general creditor of Stifel.
All times and dates in this Announcement may be
subject to amendment by Stifel (in its absolute discretion). Stifel
shall notify the Placees and any person acting on behalf of the
Placees of any changes.
Time shall be of the essence as regards
obligations pursuant to this Announcement.
No statement in this Announcement is intended to
be a profit forecast or estimate, and no statement in this
Announcement should be interpreted to mean that earnings per share
of the Company for the current or future financial years would
necessarily match or exceed the historical published earnings per
share of the Company.
The price of shares and any income expected from
them may go down as well as up and investors may not get back the
full amount invested upon disposal of the shares. Past performance
is no guide to future performance and persons needing advice should
consult an independent financial adviser.
The rights and remedies of Stifel and the
Company under these Terms and Conditions are in addition to any
rights and remedies which would otherwise be available to each of
them and the exercise or partial exercise of one will not prevent
the exercise of others.
Each Placee may be asked to disclose in writing
or orally to Stifel:
(a) if he or she is
an individual, his or her nationality; or
(b) if he or
she is a discretionary fund manager, the jurisdiction in which the
funds are managed or owned.
Definitions
The following definitions apply throughout this
Announcement unless the context otherwise requires:
Admission |
means the admission of the UK Placing Shares to trading on the AIM
market of the London Stock Exchange; |
Affiliate |
has the meaning given in Rule 50I(b) of Regulation D under the
Securities Act or Rule 405 under the Securities Act, as applicable
and, in the case of the Company, includes its subsidiary
undertakings; |
AIM |
means the market of that name operated by the London Stock
Exchange; |
AIM Rules |
means the AIM Rules for Companies published by the London Stock
Exchange; |
Announcement |
means this announcement (including its Appendices); |
Bookbuild |
means the accelerated bookbuilding process to be commenced by
Stifel to use reasonable endeavours to procure Placees for the UK
Placing Shares, as described in this Announcement and subject to
the Terms and Conditions and the Placing Agreement; |
Business Day |
means a day (other than Saturday, Sunday or public holiday) when
commercial banks in London or Toronto are open for business; |
Canadian Subscription |
has the meaning given to it in the main body of this
Announcement; |
Canadian Subscription Shares |
has the meaning given to it in the main body of this
Announcement; |
Closing Date |
means the day on which the UK Placing will be settled; |
Common Shares |
means the common shares of no par value in the capital of the
Company; |
Company or Amaroq |
means Amaroq Minerals Ltd., a corporation incorporated in Canada,
listed on TSX-V; |
CREST |
means the relevant system (as defined in the Uncertificated
Securities Regulations 2001 (SI 2001 No. 3755)) in respect of which
Euroclear is the Operator (as defined in such Regulations) in
accordance with which securities may be held and transferred in
uncertificated form; |
EEA |
means the European Economic Area; |
EEA Qualified Investor |
means qualified investors as defined in Article 2(e) of the EU
Prospectus Regulation; |
EU Prospectus Regulation |
means the Prospectus Regulation (EU) 2017/1129; |
Euroclear |
means Euroclear UK & International Limited, a company
incorporated under the laws of England and Wales, the operator of
CREST; |
Exchange Information |
means the business and financial information the Company is
required to publish in accordance with MAR, the AIM Rules and the
rules of the TSX-V; |
FCA |
means the UK Financial Conduct Authority; |
Fossar |
means Fossar Markets hf.; |
FSMA |
means the Financial Services and Markets Act 2000 (as amended,
including any regulations made pursuant thereto); |
Fundraising |
has the meaning given to it in the main body of this
Announcement; |
Fundraising Shares |
has the meaning given to it in the main body of this
Announcement; |
Group |
means the Company and its subsidiary undertakings; |
Icelandic Banks |
means Fossar and Landsbankinn; |
Icelandic Exchange |
means the Nasdaq Iceland Main Market; |
Icelandic Letter of Commitment |
means the letter of commitment entered into between the Company and
Landsbankinn; |
Icelandic Listing |
has the meaning given to it in the main body of this
Announcement; |
Icelandic Placing |
has the meaning given to it in the main body of this
Announcement; |
Icelandic Placing Shares |
has the meaning given to it in the main body of this
Announcement; |
Icelandic Service Agreement |
means the agreement between the Company and the Icelandic Banks in
relation to the Icelandic Placing; |
Icelandic Subscribers |
means persons procured by each of the Icelandic Banks pursuant to
the Icelandic Service Agreement who agree to subscribe for
Icelandic Placing Shares at ISK 127 (being the ISK equivalent of
the Placing Price); |
Icelandic Subscription Agreements |
means the subscription agreement entered into between the relevant
Icelandic Bank and each of the Icelandic Subscribers; |
Landsbankinn |
means Landsbankinn hf.; |
London Stock Exchange |
means London Stock Exchange plc; |
Long Stop Date |
means 1 March 2024; |
MAR |
means the Market Abuse Regulation (EU) No.596/2014 which forms part
of the UK law by virtue of the European Union (Withdrawal) Act
2018; |
Material Adverse Change |
means any material adverse change in, or any event or circumstance
that might reasonably result in such a material adverse change in,
or having a material adverse effect on, the business, management,
operations, assets, liabilities, solvency, credit rating, position
or prospects (financial trading or otherwise) or profit of the
Company or the Group (as the case may be) whether or not arising in
the ordinary course of business; |
Placee |
means any person procured by Stifel (acting as agent for and on
behalf of the Company), on the terms and subject to the conditions
of the Placing Agreement, to subscribe for the UK Placing Shares
pursuant to the UK Placing; |
Placing Agreement |
has the meaning given to it in the Appendix to this
Announcement; |
Placing Price |
means 74 pence per UK Placing Share; |
Placing Results Announcement |
means the announcement of the results of the Bookbuild via a
Regulatory Information Service; |
QIB |
means “qualified institutional buyer” as defined in Rule 144A
under the Securities Act; |
Regulation S |
means Regulation S promulgated under the Securities Act; |
Regulatory Information Service |
means a primary information provider that has been approved by the
FCA to disseminate regulated information; |
Relevant Member State |
means a member state of the EEA; |
Restricted Territory |
means the United States, Iceland, Australia, Canada, Japan or South
Africa; |
Securities Act |
means the U.S. Securities Act of 1933, as amended; |
subsidiary |
has the meaning given to that term in the Companies Act 2006; |
subsidiary undertaking |
has the meaning given to that term in the Companies Act 2006; |
Term Sheet |
means the term sheet in relation to the UK Placing as may be
entered into by the Company and Stifel following the
Bookbuild; |
Terms and Conditions |
means the terms and conditions of the UK Placing set out in the
Appendix to this Announcement; |
transfer taxes |
means stamp duty or stamp duty reserve tax or any other similar
duties or taxes; |
UK Placing |
has the meaning given to it in the main body of this
Announcement; |
UK Placing Shares |
has the meaning given to it in the main body of this
Announcement; |
UK Prospectus Regulation |
means Prospectus Regulation (EU) 2017/1129 which forms part of the
UK law by virtue of the European Union (Withdrawal) Act 2018; |
UK Qualified Investor |
means qualified investors as defined in Article 2(e) of the UK
Prospectus Regulation; |
uncertificated or in uncertificated form |
means in respect of a share or other security, where that share or
other security is recorded on the relevant register of the share or
security concerned as being held in uncertificated form in CREST
and title to which may be transferred by means of CREST; |
United Kingdom or UK |
means the United Kingdom of Great Britain and Northern
Ireland; |
United States or US |
means the United States of America, its territories and
possessions, any state of the United States of America, the
District of Columbia and all other areas subject to its
jurisdiction and any political sub-division thereof; and |
US person |
has the meaning given such term in Regulation S. |
Unless otherwise indicated in this Announcement,
all references to “£”,
“GBP”, “pounds”, “pound
sterling”, “sterling”, “p”, “penny”
or “pence” are to the lawful currency of the UK.
All references to “C$”, “CAD” or
“Canadian Dollars” are to the lawful currency of
Canada. All references to “ISK” are to the lawful
currency of Iceland.
Amaroq Minerals (LSE:AMRQ)
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