THE
DIRECTORS OF IMC EXPLORATION GROUP PLC CONSIDER THIS ANNOUNCEMENT
TO CONTAIN INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION (EU) NO. 596/2014 OF THE EUROPEAN PARLIAMENT AND THE
COUNCIL OF 16 APRIL 2014 ON MARKET
ABUSE AS IT FORMS PART OF RETAINED EU LAW AS DEFINED IN THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "MARKET ABUSE
REGULATION"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT THE INSIDE
INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
IMC
EXPLORATION GROUP PLC
("IMC" or
the "Company")
APPROVAL
AND PUBLICATION OF PROSPECTUS
DUBLIN: 2 October
2023 - IMC
Exploration Group plc (LSE: IMC) is pleased to announce that a
prospectus dated 29 September 2023
(the "Prospectus") has been approved by the UK Financial Conduct
Authority (FCA) and published by the Company.
A copy of
the Prospectus is available on the Company's website
https://www.imcexploration.com . In
addition, a copy is being submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
.
Unless
otherwise defined herein, capitalised terms used in this
announcement shall have the same meanings as those defined in the
Prospectus.
The
Prospectus has been produced in connection with the proposed
acquisition by the Company of the entire issued share capital of
MVI Ireland s.r.o. ("MVI") from Mineral Ventures Invest spol. s
r.o. (the "Seller"), (the "Acquisition").
MVI holds
the entire issued share capital in Assat, LLC ("Assat"), which
holds the Karaberd Operating Licence in respect of the Karaberd
gold mine, located in northern Armenia, together with ore crushing facilities
located between Vanadzor and Karaberd.
The
Acquisition is a reverse takeover pursuant to the FCA Listing
Rules, meaning that it is subject to and conditional upon approval
of the Company's shareholders.
Furthermore,
the Irish Takeover Panel has granted a waiver of the requirement
arising for the Seller to make an offer for the entire issued share
capital of the Company under Rule 9 of the Irish Takeover Rules
which would arise on the Seller acquiring control of the Company on
completion of the Acquisition, subject to the approving resolution
to be proposed at the EGM being duly passed.
Accordingly,
a Notice of Extraordinary General Meeting to take place on
26 October 2023 will shortly be
despatched to shareholders.
The EGM
will consider, and, if thought fit, pass the Resolutions approving,
inter alia, the Acquisition and a waiver of Rule 9 of the Irish
Takeover Rules.
Subject to
the Resolutions being passed by the EGM, Completion of the
Acquisition pursuant to the Framework Agreement is expected to
occur on 2 November
2023.
Subject to
the Acquisition becoming effective, 349,399,716 New Ordinary Shares
will immediately be issued to the Seller.
Furthermore,
the Company has agreed to issue 9,406,856 New Ordinary Shares in
consideration for professional services rendered by members of the
existing Board and others (the "Fee Shares").
As at the
Latest Practicable Date, the Company has in issue 326,290,907
Ordinary Shares of €0.001 each.
The
Prospectus relates to the application for 358,806,572 New Ordinary
Shares (the aggregate of the New Ordinary Shares to be issued to
the Seller on Completion plus the Fee Shares) to be admitted to the
standard segment of the FCA Official List and to trading on the
London Stock Exchange's main market for listed
securities.
Admission
of the New Ordinary Shares and readmission of the Existing Ordinary
Shares to the standard segment of the FCA Official List and to
trading on the LSE's main market for listed securities is expected
to occur, and dealings are expected to commence on the London Stock
Exchange, at 8:00 a.m. on
6 November 2023.
DEFERRED
CONSIDERATION SHARES
Further
Ordinary Shares may be allotted and issued by the Company to the
Seller as deferred consideration for the Acquisition on the
achievement of certain milestones (the First Additional
Consideration Event and the Second Additional Consideration Event)
specified in the Framework Agreement, or upon conversion of the
Preference Shares (see below).
Under the
Framework Agreement, the First Additional Consideration Event shall
occur once IMC has reached a total market capitalisation of £100
million and substantially retained that value for 90 days, in which
case a further 68,509,748 Ordinary Shares shall be issued and
allotted to the Seller; and the Second Additional Consideration
Event shall occur once IMC has reached a total market
capitalisation of £200 million and substantially retained that
value for 90 days, in which case a further 68,509,748 Ordinary
Shares shall be issued and allotted to the Seller.
The
Framework Agreement provides that the number of Ordinary Shares to
be allotted to the Seller in relation to the First Additional
Consideration Event and the Second Additional Consideration Event
may be adjusted arising from an increase in the Market
Capitalisation of IMC that can be fully attributed to either (i)
IMC's business activities commenced prior to the Closing Date and
such events occurring between the Closing Date and the First
Adjustment Date and between the First Adjustment Date and the
Second Adjustment Date, as the case may be, in particular but not
limited to ore body discoveries on IMC's Irish exploration licence
territories which IMC holds before the Closing Date or (ii) is
based on other equity measures, such as e.g. issuance of shares to
shareholders other than MVI (or any of its controlled entities).
Certain defined terms used in this paragraph have the meanings
given to them in the Framework Agreement.
PREFERENCE
SHARES
It is
proposed, subject to the Resolutions being passed at the EGM, that
the share capital of the Company be amended by the creation of a
new class of preference share of €1.00 each in the capital of the
Company, to facilitate the subscription by the Seller for 1,500,000
Preference Shares on a phased basis of €250,000 per month for the
first six months after completion of the Acquisition for an
aggregate subscription amount of €1,500,000 pursuant to the
Subscription Agreement, which was entered into on 29 September 2023. The purpose of the proposed
Share Subscription is to provide the Company with sufficient
working capital for the next 12 months.
The
Preference Shares, if allotted and issued, will entitle the holder
thereof to a preferential return of capital, in priority to any
other class of shares in the capital of the Company, on a return of
capital or in the event of a change of control in the Company. If
allotted and issued, the Preference Shares shall not entitle the
holder thereof to vote or to a dividend. The Preference Shares may
be converted into Ordinary Shares at the option of either the
Seller or IMC. The €1,500,000 in Preference Shares, if all
converted into Ordinary Shares, would result in a maximum of a
further 21,092,903 Ordinary Shares being allotted to the
Seller.
CAUTIONARY
NOTICES
This
announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority (the "FCA") and
not a prospectus.
Interested
parties are advised to read the Prospectus in its
entirety.
This
announcement is for information purposes only and is not intended
to and does not constitute, or form part of, any offer or
invitation to purchase, subscribe for or otherwise acquire or
dispose of, or any solicitation to purchase or subscribe for or
otherwise acquire or dispose of, any securities in any
jurisdiction. The information in this announcement does not purport
to be full or complete and may be subject to change without
notice.
This
announcement is not for release, publication or distribution, in
whole or in part, directly or indirectly, in, into or from any
jurisdiction where to do so would constitute a violation of the
relevant securities laws of such jurisdiction. This announcement
does not purport to give legal, tax or financial advice.
Except to
the extent required by applicable laws and regulations, including
the Listing Rules of the FCA, each of IMC and Keith Bayley Rogers
& Co. Limited and their respective affiliates expressly
disclaim any obligation or undertaking to update, review or revise
any forward-looking statement contained in this announcement
whether as a result of new information, future developments or
otherwise.
Keith Bayley Rogers & Co. Limited, which is authorised
and regulated by the FCA, is acting for IMC and for no one else in
connection with this announcement and the matters referred to
herein, and accordingly will not be responsible to any person other
than IMC for providing the protections afforded to customers of
Keith Bayley Rogers & Co.
Limited, or for providing advice to any other person in relation to
the announcement or the matters referred to herein.
The
directors of the Company accept responsibility for the contents of
this announcement.
Enquiries:
IMC
Exploration Group plc
Eamon O'Brien
+353 87
6183024
Keith Bayley Rogers & Co. Limited (financial adviser to
IMC Exploration Group plc)
Brinsley Holman
brinsley.holman@kbrl.co.uk
+44
(0)7776 302 228
Stephen Clayson
stephen.clayson@kbrl.co.uk
+44
(0)7771 871 847