Cash Tender Offer & Publication of Circular

Cash Tender Offer to acquire up to 11,528,325 Warrants in the Company for a consideration of approximately $5,764,163 at a price of $0.5 per Warrant

ACG announces that it has today published a circular (the "Circular") explaining the terms of a cash tender offer for up to 11,528,325 Public Warrants, Sponsor Warrants and Private Placement Warrants (together, the "Warrants") in the Company, representing approximately 30% of all Warrants (the "Cash Tender Offer").

The Company previously announced a Share Tender Offer on 7 February 2025 for approximately 70% of the Company's existing Warrants and the Cash Tender Offer is a subsequential offer for the remaining 30% of the Company's existing Warrants.

The Cash Tender Offer provides Warrantholders the opportunity to sell a portion of their holdings at a premium of 34.6 per cent. to the average middle market closing price of a Warrant for the 60 trading days ended 13 February 2025 (being the latest practicable date prior to the date of this Announcement).

Following consultation with the market, the Directors believe that the Cash Tender Offer will simplify the Company's capital structure.

Unless otherwise stated, capitalised terms used herein shall have the same meaning as ascribed to them in the Circular.

The Cash Tender Offer

The Cash Tender Offer opens today on 14 February 2025. Subject to the terms and conditions of the Cash Tender Offer, the Company will procure the purchase by ACP II Trading LLC ("ACP") of up to 11,528,325 Warrants for up to $5,764,163 in consideration at a price of $0.5 per Warrant. The Circular contains the Cash Tender Offer timetable which is repeated below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

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

Qualifying Warrantholders will have the opportunity to tender their Warrants in the Cash Tender Offer at the Tender Price for up to 30 per cent. of their outstanding Warrants held on the Record Date ("Cash Basic Entitlement"). As a result of the Share Tender Offer, Qualifying Warrantholders may not tender Warrants in excess of their Basic Entitlements under the Cash Tender Offer.

The Cash Tender Offer is conditional on, among other things, (a) the Share Tender Offer becoming unconditional and (b) the Purchase Agreement having not been terminated.

The Cash Tender Offer is being made available to all Warrantholders, other than those with registered addresses in a Restricted Jurisdiction, who are on the Warrant Register of the Company at 5.00 p.m. (London time) on 19 March 2025. Therefore, all Qualifying Warrantholders who wish to participate in the Cash Tender Offer should ensure that they are on the Warrant Register at 5.00 p.m. (London time) on 19 March 2025.

The maximum aggregate consideration for the Warrants to be purchased under the Cash Tender Offer is $5,764,163. The Company will procure pursuant to the Purchase Agreement that all Warrants tendered will be acquired by ACP.

Full details of the Cash Tender Offer, including the terms and conditions on which it is being made, will be set out in the Circular.

Purchase Agreement

The Company also announces that it has today entered into a purchase agreement ("Purchase Agreement") with ACP (a "related party" (as such term is defined in IFRS)) which constitutes a material related party transaction for the purpose of rule 7.3 of the Financial Conduct Authority's Disclosure Guidance and Transparency Rules. Pursuant to the Purchase Agreement ACP irrevocably agrees to acquire all Warrants tendered under this Cash Tender Offer at the Tender Price. In the event ACP defaults on its obligations under the Purchase Agreement, the Company has the right to terminate the Cash Tender Offer. This material related party transaction has been approved by the board of Directors of the Company.

The Share Tender Offer

The Company posted the circular in connection with the Share Tender Offer on 7 February 2024 pursuant to which the Company offered to purchase up to 26,899,424 Warrants in exchange for an aggregate of 2,689,942 New Shares, on the basis of an exchange ratio of 0.1 New Shares per Warrant tendered. The Company intends to exercise its Drag Right, and will acquire 70 per cent of the outstanding Warrants. The closing date of the Drag Right will align with the closing date of the Cash Tender Offer.

ISIN

As part of the Share Tender Offer completion, a new ISIN for the Public Warrants will be obtained. As such there will be a trading halt on Public Warrants and settlement of Public Warrants will be disabled from 6.00 p.m. (London time) on 19 March 2025 until 21 March 2025 when a new ISIN is enabled. Settlement of Ordinary Shares during this period will be unaffected.

Overseas Warrantholders

The attention of Warrantholders who are citizens or residents or nationals of countries outside the UK ("Overseas Warrantholders") wishing to participate in the Cash Tender Offer will be drawn to the paragraph entitled "Overseas Warrantholders" in Part I of the Circular.

Overseas Warrantholders are advised that the Warrants are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the "SEC") thereunder.

The Cash Tender Offer made for the Warrants of the Company, which is domiciled in British Virgin Islands, and is subject to the disclosure and procedural requirements of the London Stock Exchange. The Cash Tender Offer is made in the United States of America pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, and otherwise in accordance with the disclosure and procedural requirements of the London Stock Exchange, including with respect to the Cash Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States of America. In particular, the financial information included in the Circular has been prepared in accordance with International Financial Reporting Standards, which may not be comparable to the financial statements or financial information of U.S. companies. The Cash Tender Offer is made to Warrantholders resident in the United States of America on the same terms and conditions as those made to all other Warrantholders to whom an offer is made. Any informational documents, including this Circular, are being disseminated to Warrantholders resident in the United States of America on a basis comparable to the method that such documents are provided to other Warrantholders.

Neither the SEC nor any U.S. state securities commission has approved or disapproved the Cash Tender Offer, passed upon the merits or fairness of the Cash Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Cash Tender Offer. Any representation to the contrary is a criminal offence in the United States of America.

To the extent permissible under applicable law or regulations, the Company and its affiliates or its brokers and its brokers' affiliates (acting as agents for the Company or its affiliates, as applicable) may from time to time and during the pendency of the Cash Tender Offer, and other than pursuant to the Cash Tender Offer, directly or indirectly purchase or arrange to purchase Warrants or any securities that are convertible into, exchangeable for or exercisable for Warrants. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in the United Kingdom, such information will be disclosed by means of a press release or other means reasonably calculated to inform Warrantholders in the United States of such information. In addition, the financial advisers to the Company may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. Any information about such purchases will be made public in the United Kingdom to the extent, and in the manner required, under the laws of England and Wales and/or the British Virgin Islands.

Neither the SEC, nor any U.S. state securities commission, has approved or disapproved of the Cash Tender Offer or any related transaction or determined if the information contained herein or in any offering circular to be prepared in connection with the Cash Tender Offer is accurate or complete. Any representation to the contrary is a criminal offense in the United States.

For the purposes of this document, the "United States", "United States of America", "U.S." and "US" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Directors Interests

The interests (all of which are beneficial unless stated otherwise) of the Directors and of persons connected with them in the Warrants and the existence of which is known to, or could with reasonable due diligence be ascertained by, any Director as at the date of this announcement are as follows:

General

Qualifying Warrantholders should take into account their own individual circumstances, including their tax position, when deciding whether or not to participate in the Cash Tender Offer. Qualifying Warrantholders are recommended to consult with their duly authorised independent advisers (including tax advisers).

Appointments

MUFG Corporate Markets (UK) Limited and MUFG Corporate Market Trustees (UK) Limited has been appointed to act as Receiving Agent on behalf of the Company. Fieldfisher LLP is acting as legal adviser to the Company.

A copy of the Circular will shortly be available for download from the Company's website https://acgmetals.com/