Metals Exploration Share News (MTL)

formal documentation in relation to the Offer once it has been despatched. APPENDIX I Condition and certain terms of the Offer The Offer, which will be made by Strand Hanson on behalf of Solomon, will be subject to the terms and condition to be set out in full in the Offer Document and, where appropriate, the Form of Acceptance, including the following condition and terms: 1. The Offer will be subject to valid acceptances being received (and not, where permitted, withdrawn) by 1.00 p.m. (London time) on the first closing date of the Offer (or such later time(s) and/or date(s) as Solomon may, subject to the Code or with the consent of the Panel, decide) in respect of such number of Metals Exploration Shares which, together with Metals Exploration Shares acquired or agreed to be acquired by Solomon or parties acting in concert with it before or during the Offer Period, will result in Solomon, and any persons acting in concert with it, holding Metals Exploration Shares which together carry more than 50 per cent. of the voting rights normally exercisable at general meetings of Metals Exploration including for this purpose, to the extent (if any) required by the Code or the Panel, any such voting rights attaching to Metals Exploration Shares which are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding conversion, option or subscription rights or otherwise. 2. The Offer will extend to all Metals Exploration Shares issued and to be issued other than the Metals Exploration Shares already owned by Solomon. 3. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable legal or regulatory requirements. 4. The Offer will lapse if the acquisition of Metals Exploration pursuant to the Offer is referred to the Competition Commission or if the European Commission initiates proceedings under Article 6(1)(c) of the Merger Regulation, or following a referral under Article 9(1) of the Merger Regulation, there is a subsequent reference to the Competition Commission before 1.00 p.m. on the first closing date of the Offer or the time and date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later. In such circumstances, the Offer will cease to be capable of further acceptance and persons accepting the Offer and Solomon shall thereupon cease to be bound by Forms of Acceptance or electronic acceptances delivered on or before the date on which the Offer so lapses. 5. The Metals Exploration Shares which are the subject of the Offer will be acquired by Solomon fully paid and free from all liens, equitable interests, charges, encumbrances, pre-emption rights and any other third party rights or interests of any nature whatsoever and together with all rights now or hereafter attaching to them, including the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid in respect of the Metals Exploration Shares on or after the date of this announcement. 6. The Offer will comply with the rules and regulations of AIM, the London Stock Exchange and the provisions of the Code. The Offer and any acceptances under it will be governed by English law and will be subject to the exclusive jurisdiction of the courts of England. APPENDIX II Bases and sources of information In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used: 1. General Unless otherwise stated, the financial information on the Metals Exploration Group has been extracted or derived (without material adjustment) from Metals Exploration's audited consolidated statutory annual report and accounts for the year ended 31 December 2009. All information relating to Solomon has been provided by persons duly authorised by the Solomon Board. 2. Existing issued share capital References to the existing issued share capital of Metals Exploration are references to Metals Exploration Shares in issue on 22 July 2010 (being the last practicable Business Day prior to the release of this announcement), being 269,716,344 Metals Exploration Shares. 3. Value of the Offer The value attributed to the Offer is based upon the 269,716,344 Metals Exploration Shares in issue on 22 July 2010 (being the latest practicable date prior to the date of this announcement) and on all outstanding Metals Exploration Share Options and Warrants which have an exercise price per Metals Exploration Share lower than the Offer Price having been exercised. 4. Share prices The market prices of Metals Exploration Shares on a particular date or over a particular time period are derived from the closing middle market quotation of a Metals Exploration Share, as derived from the AIM appendix to the Daily Official List for the particular date or time period concerned. 5. Time All the times referred to in this announcement are London times. APPENDIX III Details of letters of intent The following Metals Exploration Shareholders have entered into letters of intent with Solomon pursuant to which they have stated that they intend to accept or procure acceptance of the Offer in respect of their own beneficial holdings of Metals Exploration Shares (or those holdings over which they have control): +--------------------------+----------------+----------------+ | Name | Number of | Percentage of | | | Metals | existing | | | Exploration | issued share | | | Shares | capital | +--------------------------+----------------+----------------+ | Baker Steel Capital | | | | Managers LLP | 2,200,000 | 0.81 | | - Genus Dynamic Gold | 14,219,654 | 5.27 | | Fund* | 1,127,000 | 0.42 | | - Ruffer Baker Steel | 1,721,000 | 0.64 | | Gold Fund* | | | | - RIT Capital Partners | | | | Ltd* | | | | - Baker Steel Gold | | | | Fund* | | | +--------------------------+----------------+----------------+ | Sub total: | 19,267,654 | 7.14 | +--------------------------+----------------+----------------+ | Reef Securities | 5,076,249 | 1.88 | +--------------------------+----------------+----------------+ | TOTAL: | 24,343,903 | 9.03 | +--------------------------+----------------+----------------+ * - fund managed by Baker Steel Capital Managers LLP. APPENDIX IV Definitions The following definitions apply throughout this announcement unless the context requires otherwise: +-------------------+----------------------------------------------+ | | | +-------------------+----------------------------------------------+ | "AIM" | the market known as AIM operated by the | | | London Stock Exchange; | +-------------------+----------------------------------------------+ | "AIM Rules" | the AIM Rules for Companies, as published by | | | the London Stock Exchange (as amended from | | | time to time); | +-------------------+----------------------------------------------+ | "Australia" | the Commonwealth of Australia, its states, | | | territories and possessions; | +-------------------+----------------------------------------------+ | "Business Day" | a day (other than a Saturday, Sunday or a UK | | | public holiday) on which clearing banks in | | | the City of London are open for the | | | transaction of general commercial business; | | | | +-------------------+----------------------------------------------+ | "Canada" | Canada, its provinces and territories and | | | all areas subject to its jurisdiction and | | | any political sub-division thereof; | | | | +-------------------+----------------------------------------------+ | "Candy & Candy" | Candy & Candy Limited, a company | | | incorporated in England and Wales with | | | registered number 04207327 whose registered | | | office is at Thames House, Portsmouth Road, | | | Esher, Surrey KT10 9AD; | | | | +-------------------+----------------------------------------------+ | "certificated" or | the description of a share or other security | | "in certificated | which is not in uncertificated form (that | (MORE TO FOLLOW) Dow Jones Newswires July 23, 2010 02:00 ET (06:00 GMT)