Metals Exploration PLC PUBLICATION OF SCHEME DOCUMENT

RNS Number : 7561P

Metals Exploration PLC

11 December 2024

 

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

 11 December 2024

METALS EXPLORATION PLC

("MTL" or the "Company")

RECOMMENDED ACQUISITION

of

CONDOR GOLD PLC

by

METALS EXPLORATION PLC

(to be implemented by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006)

PUBLICATION OF SCHEME DOCUMENT

On 4 December 2024, the boards of the Company and Condor Gold plc ("Condor Gold") announced that they had reached agreement on the terms and conditions of a recommended offer ("Offer") for the entire issued and to be issued ordinary share capital of Condor Gold by MTL (the "Acquisition").

The Acquisition is to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). Capitalised terms used in this announcement (the "Announcement") shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). All references to times in this Announcement are to London time unless stated otherwise.

Publication of the Scheme Document

The boards of directors of Condor and MTL are pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, a letter from the Chair of Condor, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an expected timetable of principal events, notices convening the Court Meeting and the General Meeting and details of the actions to be taken by Condor Shareholders ("Scheme Shareholders"), warrant holders and option holders, has been published today and, subject to certain restrictions relating to persons in Restricted Jurisdictions, will be available on Condor's websites at https://www.condorgold.com/content/condor-offer and https://ca.condorgold.com/content/condor-offer-relevant-documentation and on MTL's website at https://www.metalsexploration.com/investors/recommended-offer-for-condor-gold-plc/.

Subject to any restrictions relating to persons resident in Restricted Jurisdictions, copies of the Scheme Document and Forms of Proxy for the Court Meeting and the General Meeting are being posted and made available to Condor Shareholders today.

For information purposes only, the Scheme Document will also be sent, or made available, to Condor Option/Warrant Participants and persons with information rights.

Notice of MTL General Meeting

As set out in the Announcement and the Scheme Document, pursuant to the terms and conditions of the Offer, MTL is publishing a circular to propose resolutions to its shareholders to authorise the allotment and issue of the New MTL Shares as part-consideration of the Offer. The circular is being posted by MTL to shareholders that have elected to receive documentation in hard copy format, and it will also be available on the Company's website at www.metalsexploration.com under the Investors section.

The MTL General Meeting is being convened for 11.00 a.m. on 9 January 2025 and will be held at the offices of Squire Patton Boggs (UK) LLP at 60 London Wall, London EC2M 5TQ.

Rule 15 Letters

Condor Option/Warrant Participants will shortly be sent letters which contain details appropriate proposals being made by MTL in accordance with Rule 15 of the Takeover Code in connection with their Condor Options/Warrants (as applicable). Subject to certain restrictions relating to persons in Restricted Jurisdictions, the Rule 15 Letters will be available on Condor's websites at https://www.condorgold.com/content/condor-offer and https://ca.condorgold.com/content/condor-offer-relevant-documentation, and on MTL's website at https://www.metalsexploration.com/investors/recommended-offer-for-condor-gold-plc/ in accordance with Rule 26 of the Takeover Code.

Recommendation of Condor Gold's Directors

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

Accordingly, the Condor Gold Directors unanimously recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and Condor Gold Shareholders vote in favour of the Resolutions to be proposed at the General Meeting which are to be convened to approve the Acquisition, as each of Jim Mellon, Mark Child, John Ian Stalker and Andrew Cheatle have irrevocably undertaken to do in respect of their own beneficial shareholdings in Condor Gold which amount in aggregate to 8,316,145 Condor Gold Shares, representing approximately 4.1% of the existing issued share capital of Condor Gold (excluding Treasury Shares) as at the Latest Practicable Date. 

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

Actions to be taken by Condor Gold Shareholders

The Scheme will require approval at a meeting of Scheme Shareholders convened by order of the Court to be held at the offices of Hill Dickinson LLP, The Broadgate Tower, 20 Primrose Street, London EC2A 2EW at 10.00 a.m. (London time) on 6 January 2025. The approval required at this meeting is that those voting to approve the Scheme must:

•           represent a simple majority in number of those Scheme Shareholders present and voting in person or by proxy; and

•           also represent at least 75% in value of the Scheme Shares held by those Scheme Shareholders present and voting in person or by proxy.

Implementation of the Scheme will also require approval of the Resolution at the General Meeting to be held immediately after the Court Meeting, as described in paragraph 5 above. The approval required for the Resolution to be passed is a vote in favour of not less than 75% of the votes cast.

The Scheme requires the sanction of the Court at the Court Hearing where Scheme Shareholders may be present and be heard in person or through representation. As soon as practicable following the Court Hearing, Condor Gold will make an announcement through a Regulatory Information Service stating the decision of the Court and including details of whether the Scheme will proceed or has lapsed.

If the Scheme becomes Effective, it will be binding on all holders of Scheme Shares irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and irrespective of whether or not they voted in favour of approving the Scheme at the Court Meeting and the Resolution proposed at the General Meeting).

At the Court Meeting, it is particularly important that as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Scheme Shareholders are therefore strongly urged to complete, sign and return their blue Form of Proxy (or appoint a proxy electronically) or to appoint a proxy through the CREST electronic proxy appointment service (as appropriate) as soon as possible.

Expected timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this Announcement.

Condor Gold shareholder helpline

If you have any questions in relation to the Scheme Document, the Meetings, or the completion and return of the Forms of Proxy, please call the Condor Gold shareholder helpline operated by Computershare Investor Services PLC on 0370 70 702 000 (or [phone] from overseas). Calls to this number are charged at the standard geographic rate and will vary by provider. Calls from outside the UK will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare Investor Services PLC cannot provide any financial, legal or tax advice nor provide any advice on the merits of the Scheme and calls may be recorded and monitored for security and training purposes.

 

Enquiries:

Metals Exploration plc c/o BlytheRay
Strand Hanson Limited (Financial Adviser and Nominated Adviser to MTL) James Dance / Matthew Chandler James Spinney / Rob Patrick	[phone]
BlytheRay (PR adviser to MTL) Megan Ray Said Izagaren	[phone]
Condor Gold plc          c/o Hannam & Partners	[phone]
Hannam & Partners (Financial Adviser to Condor Gold) Andrew Chubb Franck Nganou	[phone]
Beaumont Cornish Limited (Nominated Adviser and Rule 3 Adviser to Condor Gold) Roland Cornish James Biddle	[phone]

 

Neither the Toronto Stock Exchange nor the London Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this announcement.

 

APPENDICES

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable is based on Condor Gold's and MTL's current expected dates for the implementation of the Scheme and is subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Condor Gold Shareholders by way of an announcement through a Regulatory Information Service.

Event	Time and Date
Publication of this Document	11 December 2024
Latest time for lodging Form of Proxy for the Court Meeting (blue form)	10.00 a.m. on 2 January 2025 (1)
Latest time for lodging Form of Proxy for the General Meeting (white form)	10.15 a.m. on 2 January 2025 (2)
Voting Record Time for the Court Meeting and the General Meeting	10.00 p.m. on 2 January 2025 (3)
Court Meeting	10.00 a.m. on 6 January 2025
General Meeting	10.15 a.m. on 6 January 2025 (4)
MTL General Meeting to approve the allotment and issue of the New MTL Shares	11.00 a.m. on 9 January 2025
Court hearing to sanction the Scheme	13 January 2025 (5)
Last day of trading in Condor Gold Shares on the Toronto Stock Exchange	13 January 2025
Last day of trading in, and for registration of transfers, and disablement in CREST, of Condor Gold Shares on AIM	13 January 2025 (5)
Trading in Condor Gold Shares on AIM suspended	7.30 a.m. on 14 January 2025
Halt in trading on the TSX of Condor Gold Shares	by 9.30 a.m. (Toronto time) on 14 January 2025
Delisting of Condor Gold Shares from the TSX	by 4.30 p.m. (Toronto time) on 14 January 2025
Scheme Record Time	10.00 p.m. (London time) on 14 January 2025 (5)
Effective Date	15 January 2025 (5)
Cancellation of the admission to trading on AIM of the Condor Gold Shares	7.00 a.m. on 16 January 2025 (5)
Admission of the Fixed Consideration New MTL Shares on AIM	8.00 a.m. on 16 January 2025 (6)
Crediting of the Fixed Consideration New MTL Shares to CREST accounts in respect of Scheme Shares held in uncertificated form	on or soon after 16 January 2025
Latest date for CREST accounts to be credited in respect of Cash Consideration	Within 14 days after the Effective Date
Latest date of despatch of share certificates for the Fixed Consideration New MTL Shares and cheques in respect of the Scheme Shares held in certificated form	Within 14 days after the Effective Date
Latest date for despatch of certificates in respect of CVRs to each CVR Holder	Within 14 days after the Effective Date
Long Stop Date	11.59 p.m. on 31 March 2025(7)

 

The above dates and/or times associated with the Scheme are subject to change and will depend on, among other things, the date on which (i) the Conditions are satisfied or, if capable of waiver, waived, (ii) the Court sanctions the Scheme and (iii) the Court order sanctioning the Scheme is delivered to the Registrar of Companies. Condor Gold will give adequate notice of any changes to these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Condor Gold's website at https://www.condorgold.com/content/condor-offer. Any further updates and changes to these times will be notified in the same manner.

Notes in relation to the expected timetable of principal events:

References to times are to London time unless otherwise stated.

(1)        The BLUE Form of Proxy for the Court Meeting must be lodged by the time stated above in order to be valid or, if the Court Meeting is adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting. If the BLUE Form of Proxy relating to the Court Meeting is not lodged by the relevant time, it may be handed to the Chair of the Court Meeting or to Condor Gold's registrar, Computershare Investor Services PLC, on behalf of the Chair of the Court Meeting before the start of the Court Meeting.

(2)        The WHITE Form of Proxy for the General Meeting must be lodged by the time stated above in order to be valid or, if the General Meeting is adjourned, not later than 48 hours (excluding non-Business Days) before the time fixed for the holding of the adjourned meeting. If the WHITE Form of Proxy for the General Meeting is not lodged by the relevant time, or not otherwise lodged in accordance with the instructions set out in the WHITE Form of Proxy, it will be invalid.

(3)        If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time of the adjourned meeting(s) will be 10.00 p.m. (London time) on the second Business Day before the day fixed for the adjourned meeting.

(4)        The General Meeting will commence at 10.15 a.m. (London time) on the day of the Court Meeting or as soon as possible after the Court Meeting has been concluded or adjourned.

(5)        These dates are indicative only and will depend, among other things, on the date upon which (i) the Conditions are satisfied or (if capable of waiver) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.

(6)        This will comprise admission of the Fixed Consideration New MTL Shares only.

(7)        The Long Stop Date is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended to such later date as Condor Gold and MTL may agree in writing (with the Panel's consent and as the Court may approve (should such approval(s) be required)) or if the Panel requires an extension to the Long Stop Date pending final determination of an issue under section 3(g) of Appendix 7 of the Code.

 

 

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Strand Hanson Limited ("Strand Hanson"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to MTL and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than MTL for providing the protections offered to clients of Strand Hanson or for providing advice in connection with any matter referred to in this announcement. Neither Strand Hanson nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Strand Hanson in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Strand Hanson as to the contents of this announcement.

H&P Advisory Limited ("Hannam & Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Condor Gold and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Condor Gold for providing the protections afforded to clients of Hannam & Partners nor for providing advice in connection with the subject matter of this announcement. Neither Hannam & Partners nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam & Partners in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Hannam & Partners as to the contents of this announcement.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Rule 3 Adviser exclusively to Condor Gold and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Condor Gold for providing the protections afforded to clients of Beaumont Cornish nor for providing advice in connection with the subject matter of this announcement. Neither Beaumont Cornish nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Beaumont Cornish in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Beaumont Cornish as to the contents of this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities of Condor Gold in any jurisdiction in contravention of applicable law. The Offer will be implemented solely pursuant to the terms of the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document nor does this announcement, or the information contained herein, constitute a solicitation of proxies within the meaning of applicable Canadian Securities Laws. Condor Gold Shareholders are not being asked at this time to execute a proxy in favour of the Offer or the matters described herein.

MTL reserves the right to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and in accordance with the terms of the Cooperation Agreement). In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Offer (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Condor Gold Shares to which such Offer relates (or such other percentage as MTL may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, MTL under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Condor Gold Shares are otherwise acquired, it is the intention of MTL to apply the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily any outstanding Condor Gold Shares to which such Offer relates.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Overseas Shareholders

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared in accordance with and for the purpose of complying with English law, the Takeover Code, the AIM Rules, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England including, without limitation the United States and Canada.

The availability of the Offer to Condor Gold Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Condor Gold Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by MTL or required by the Takeover Code, and permitted by applicable law and regulation, the Offer will not be made available, directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Copies of this announcement and any formal documentation relating to the Offer are not being, and may not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) may not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Doing so may render invalid any related purported vote in respect of the Offer. If the Offer is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in, into, from, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Notice to Australian Condor Gold Shareholders

The offer of New MTL Shares and CVRs for issue, sale or re-sale within Australia is prohibited unless a disclosure document has been lodged with the Australian Securities and Investments Commission ("ASIC"), or an exemption applies. The New MTL Shares and CVRs will be issued in reliance on exemptions in ASIC Legislative Instrument 2015/358 as the Offer will be made under a foreign compromise or arrangement that is made in accordance with laws in force in the United Kingdom, being an eligible foreign country.

This announcement is not a disclosure document for the purposes of Chapter 6D of the Australian Corporations Act 2001(Cth) ("Corporations Act") and does not purport to include the information required of a disclosure document under Chapter 6D of the Corporations Act. It has not been approved by any Australian regulatory authority, such as ASIC or the Australian Securities Exchange and has not been lodged with ASIC. You are advised to exercise caution in relation to the proposal set out in this announcement. You should obtain independent professional advice if you have any queries or concerns about any of the contents or subject matter of this announcement.

To the extent this announcement is received by a Condor Gold Shareholder in Australia, it is provided in reliance upon ASIC Corporations (Unsolicited Offers-Foreign Bids) Instrument 2015/1070.

Notice to Canadian Condor Gold Shareholders

The enforcement by Canadian Condor Gold Shareholders of civil liabilities under applicable Canadian Securities Laws may be affected adversely by the fact that Condor Gold and MTL are incorporated under the laws of a jurisdiction other than Canada, that some or all of Condor Gold's and MTL's officers and directors are and, in the case of MTL, will be residents of countries other than Canada, that some or all of the experts named in this announcement may be residents of countries other than Canada, and that all or a substantial portion of the assets of MTL, Condor Gold and such persons are and will be located outside Canada. As a result, it may be difficult or impossible for Canadian Condor Gold Shareholders to effect service of process within Canada upon MTL, Condor Gold or the officers or directors or MTL and/or Condor Gold or the experts named herein, or to realise against them, upon judgments of courts of Canada predicated upon liabilities under applicable Canadian Securities Laws. In addition, Canadian Condor Gold Shareholders should not assume that the courts of England and Wales: (a) would enforce judgments of courts of Canada obtained in actions against such persons predicated upon civil liabilities under applicable Canadian Securities Laws; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under applicable Canadian Securities Laws.

The distribution of the New MTL Shares and the CVRs pursuant to the Offer will constitute a distribution of securities that is exempt from the prospectus requirements of applicable Canadian Securities Laws and is exempt from or otherwise is not subject to the registration requirements under applicable Canadian Securities Law. The New MTL Shares and the CVRs received pursuant to the Offer will not be legended and may be resold through registered dealers in all of the provinces and territories of Canada provided that (i) the trade is not a "control distribution" as defined under applicable Canadian Securities Laws, (ii) no unusual effort is made to prepare the market or to create a demand for MTL Shares or the CVRs, (iii) no extraordinary commission or consideration is paid to a person in respect of such sale, and (iv) if the selling security holder is an insider (as defined under applicable Canadian securities laws) or officer of MTL, as the case may be, the selling security holder has no reasonable grounds to believe that MTL is in default of applicable Canadian Securities Laws.

The Offer relates to the securities of a company organised under the laws of England and Wales with a quotation on the AIM market of the London Stock Exchange and the TSX and is proposed to be implemented pursuant to a scheme of arrangement provided for under the 2006 Act. A transaction effected by means of a scheme of arrangement may differ from the procedures and requirements that would be applicable to a similar transaction under applicable Canadian corporate laws or Canadian Securities Laws, including the including the Canadian Take-Over Bid Rules. While MTL and Condor Gold will complete the Offer in accordance with applicable Canadian Securities Laws, the Offer is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in England and Wales and listed on AIM and the TSX, which differ in certain areas from the requirements applicable to similar transactions under applicable Canadian corporate laws or applicable Canadian Securities Laws.

As a result of the Offer being effected by means of a scheme of arrangement provided for under the 2006 Act, the Offer does not constitute a "take-over bid" for the purposes of Canadian Take-Over Bid Rules. However, if, in the future, MTL elects, with the consent of the Panel, to implement the Offer by means of a Takeover Offer and determines to extend such Offer into Canada, such Offer will be made in compliance with all applicable Canadian Securities Laws and regulations, including, without limitation, and to the extent applicable, the Canadian Take-Over Bid Rules. In addition to any such Offer, MTL, certain affiliated companies and their nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Condor Gold outside such Offer during the period in which such Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside of Canada and would comply with applicable law, including applicable Canadian Securities Laws. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the UK Financial Conduct Authority and will be available on the London Stock Exchange's website: www.londonstockexchange.com.

None of the securities, including the New MTL Shares, CVRs or Loan Notes to be issued in connection with the Offer, referred to in this announcement have been approved or disapproved by any Canadian securities regulatory authority nor has any Canadian regulatory authority passed upon or determined the fairness or merits of such securities or the Offer or upon the adequacy or accuracy of the information contained in this announcement. Any representation to the contrary is an offence.

The receipt of consideration pursuant to the Offer by a Canadian shareholder of Condor Gold as consideration for the transfer of its Condor Gold Shares will be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, and may be a taxable transaction for foreign and other tax laws. Upon the delisting of the Condor Gold Shares from trading on the TSX, the Condor Gold Shares will cease to be qualified investments under the Income Tax Act (Canada) for trusts governed by registered retirement savings plans, registered retirement income funds, registered disability savings plans, deferred profit sharing plans, registered education savings plans, tax-free savings accounts and first home savings accounts (each, a "Registered Plan"). Penalty taxes apply to a Registered Plan that holds property that is not a qualified investment. Each annuitant, subscriber or beneficiary of a Registered Plan that holds Condor Gold Shares should consider causing such Registered Plan to dispose of such shares prior the delisting of the Condor Gold Shares from trading on the TSX. Each shareholder of Condor Gold is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.

Notice to U.S. Condor Gold Shareholders

Condor Gold Shareholders in the United States should note that the Offer relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a scheme of arrangement under the 2006 Act. This announcement, the Scheme Document and certain other documents relating to the Offer have been or will be prepared in accordance with English law, the AIM Rules, the Takeover Code and UK disclosure requirements, and the format and style applicable to a scheme of arrangement under the 2006 Act, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements and practices of the United States tender offer and proxy solicitation rules.

The New MTL Shares, the CVRs and the Loan Notes referred to in this announcement have not been, and will not be, registered under the US Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, exercised, resold, transferred or delivered, directly or indirectly, in or into the United States except pursuant to an exemption from the registration requirements of the US Securities Act. The New MTL Shares, the CVRs and the Loan Notes are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof. Condor Gold Shareholders who are or will be "affiliates" (within the meaning of Rule 144 under the US Securities Act) of Condor Gold or MTL prior to, or of MTL after, the Effective Date will be subject to certain US transfer restrictions relating to the New MTL Shares, the CVRs and the Loan Notes received pursuant to the Scheme as will be further described in the Scheme Document.

None of the securities referred to in this announcement nor the information contained in this announcement has been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon the fairness or merits of the proposal contained in this announcement or determined the adequacy or accuracy of the information contained herein. Any representation to the contrary is a criminal offence in the United States.

Condor Gold's and/or MTL's financial statements, and all financial information that is included in this announcement or that may be included in the Scheme Document, or any other documents relating to the Offer, have been prepared in accordance with UK adopted International Accounting Standards and may not be comparable to the financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. US generally accepted principles differ in certain respects from UK adopted International Accounting Standards. None of the financial information in this announcement has been audited in accordance with the auditing standards generally accepted in the US or the auditing standards of the Public Company Accounting Oversight Board of the US.

It may be difficult for US holders of Condor Gold Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, since Condor Gold is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Condor Gold are located outside of the United States. US holders of Condor Gold Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's jurisdiction or judgment.

If, in the future, with the consent of the Panel, MTL were to elect to implement the Offer by means of a Takeover Offer, such Offer will be made in accordance with the Takeover Code. Such a Takeover Offer may be made in the United States by MTL and no one else. Accordingly, the Offer may be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

None of the securities referred to in this announcement have been approved or disapproved by the US Securities and Exchange Commission, any State securities commission in the United States or any other US regulatory authority, nor have any such authorities passed judgment upon the fairness or the merits of the Offer or determined if the information in this announcement is accurate or complete. Any representation to the contrary is a criminal offence in the United States.

The receipt of the Fixed Consideration and the CVR Consideration pursuant to the Offer in the United States as consideration for the transfer of Scheme Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under any applicable United States state and local income tax laws. Each Scheme Shareholder in the United States is urged to consult its independent professional tax or legal adviser immediately regarding the US federal, state and local income and non-income tax consequences of the Offer applicable to it, as well as any consequences arising under the laws of any other taxing jurisdiction.

Forward-Looking Statements

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

The forward-looking statements contained in this announcement include statements relating to the expected effects of the Offer on MTL and Condor Gold (including their future prospects, developments and strategies), the expected timing and scope of the Offer and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "prepares", "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "projects", "synergy", "strategy", "scheduled", "goal", "estimates", "forecasts", "cost-saving", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of MTL, Condor Gold, the MTL Group or the Condor Gold Group's operations and potential synergies resulting from the Offer; and (iii) the effects of global economic conditions and governmental regulation on MTL, Condor Gold or any member of the MTL Group's or Condor Gold Group's business.

Although MTL and Condor Gold believe that the expectations reflected in such forward-looking statements are reasonable, MTL and Condor Gold can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Offer; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; changes in the global political, economic, business and competitive environments and in market and regulatory forces; changes in future exchange and interest rates; changes in tax rates; future business combinations or disposals; changes in general economic and business conditions; changes in the behaviour of other market participants; changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which MTL and Condor Gold operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which MTL and Condor Gold operate and changes in laws or in supervisory expectations or requirements. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in the light of such factors. Neither MTL nor Condor Gold, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place any reliance on these forward-looking statements.

Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the Condor Gold Group, there may be additional changes to the Condor Gold Group's operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.

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

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Takeover Code applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

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

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

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

Publication on websites

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on MTL's website at https://metalsexploration.com/investors and on Condor Gold's website at https://www.condorgold.com/investors by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, neither the content of these websites nor of any other website accessible from hyperlinks set out in this announcement is incorporated by reference or forms part of this announcement.

No profit forecasts, estimates or quantified benefits statements

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

Requesting hard copy documents

In accordance with Rule 30.3 of the Takeover Code, Condor Gold Shareholders, persons with information rights, participants in the Condor Gold Share Plan and Condor Gold Warrant Holders may request a hard copy of this announcement, free of charge, by contacting Condor Gold's registrars, Computershare Investor Services plc, during business hours on [phone] or in writing to Computershare Investor Services plc, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested. In accordance with Rule 30.3 of the Takeover Code, such persons may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

Electronic Communications

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

Rounding

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

 

 

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