Boston Int Regulatory News (BIH)

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

For immediate release

5 October 2023

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Potential Acquisition of Hyperion Development Corporation

The Company is pleased to announce that it has signed a non-binding heads of terms with the Hyperion Development Corporation ("Hyperion"), a privately owned company incorporated in the Seychelles, for the acquisition by the Company of all the issued share capital of Hyperion in exchange for the issue of new ordinary shares in the Company (the "Potential Acquisition").

Hyperion & Camel Gold

Hyperion holds 100% of the issued share capital of Camel Gold SRL ("Camel Gold"), a company incorporated in Burkina Faso in West Africa, which owns a 100% interest in a gold & other precious metals exploration licence (the "Yansse Gold Project"), located approximately 120 kilometres to the southeast of the capital city of Ougadougou in the provinces of Ganzourgou and Boulgou in Burkina Faso. The Yansse Gold Project comprises an exploration licence ("Yansse") with an area of 47,404 square kilometres, awarded in May 2019 for a total tenure of up to nine years, and on expiry, an application can be made to the Ministry of Mines for transfer to a mining licence subject to satisfactory exploration and feasibility studies. Camel Gold also has outstanding permit applications in the Burkina Faso Mining Cadastre for two further gold & other precious metals exploration licences located immediately adjacent to Yansse and which indicate a regional continuation of a major geological shear zone favourable for the occurrence of gold deposits and marked by intense local artisanal mining activities.

The Company considers Yansse to be a potentially significant high impact exploration opportunity which has been the focus of investment by Hyperion through a targeted work programme which has demonstrated the overall prospectivity for a potential gold deposit with the presence of potential multiple exploration targets. The Yansse licence is both on geological trend (Birimian greenstone belt) and geologically analogous to the Kiaka, Bombore and Sanbrado commercial deposits which are all located within 30 kilometres of the licence boundary.

Christopher Pitman (Chairman of BIH), an experienced resource geologist, will shortly be appointed as director of Hyperion with full authority on behalf of the Hyperion board to progress the transaction in order to meet the FCA's deadline date of 1 December 2023 for a 'complete submission' to the FCA and re-admission of the Company's shares to listing on the FCA's Official List (standard segment) with a market capitalisation of less than £30 million.

Potential Acquisition/RTO

The Potential Acquisition, if completed, would result in the Company's existing shareholders having a minority interest in the enlarged group (the "Enlarged Group") and would constitute a reverse takeover ("RTO") under the FCA's Listing Rules since, inter alia, in substance it would result in a fundamental change in the business of the Company.

The Potential Acquisition remains subject, inter alia, to completion of customary due diligence and regulatory approvals and there is therefore no certainty that the Potential Acquisition will proceed. In addition, the Potential Acquisition would be conditional on:-

-     approval by shareholders of the Company at a general meeting (including approval of a waiver resolution for the purposes of Rule 9 of the City Code on Takeovers and Mergers in relation to the resultant Hyperion shareholders position), notice of which would be sent to the Company's shareholders in due course;

-     completion of an equity fundraising in order to provide additional capital for the Enlarged Group for the financing the exploration and development of its Yansse Gold Project; and

-     publication of a prospectus and agreeing the eligibility in respect of the Enlarged Group (both subject to the FCA approval) and admission of the Enlarged Group to listing on the FCA's Official List (standard segment) and to trading on the London Stock Exchange's main market for listed securities (the "Readmission").

Continuation of Suspension of Listing

The listing of the Company's existing issued ordinary shares on the FCA's Official List (standard segment) was suspended on 27 April 2023 and, as set out in the Company's announcement on 29 September 2023, it is to remain suspended until either termination of the Proposed Transaction or Readmission.

Christopher Pitman, Chairman of Boston International Holdings plc, commented:

"We are delighted to have entered into heads of terms to acquire an attractive gold exploration business centred on the major West African gold bearing Birimian greenstone belt. This transaction has been one of numerous acquisition opportunities reviewed by the board of directors and we believe that Hyperion offers both significant potential upside value for our shareholders as well as the probability of meeting the FCA 2023 December deadline for listed shell companies."

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