IMC Exploration Group Plc Approval and Publication of Prospectus

 
TIDMIMC 
 
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 
 
 
This information was brought to you by Cision http://news.cision.com 
https://news.cision.com/imc-exploration-group-plc/r/approval-and-publication-of-prospectus,c3845705 
 
 
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