HGM.L Regulatory News (HGM)

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

For immediate release

18 September 2020

RECOMMENDED MANDATORY CASH OFFER

for

HIGHLAND GOLD MINING LIMITED ("HIGHLAND GOLD")

by

FORTIANA HOLDINGS LIMITED ("FORTIANA")

COMPLETION OF ACQUISITION OF HIGHLAND GOLD SHARES

Pursuant to a share purchase agreement dated 31 July 2020 (the "SPA"), Fortiana agreed to acquire 145,759,871 ordinary shares of £0.0001 each in Highland Gold ("Highland Gold Shares"), representing 40.06 per cent. of the issued share capital of Highland Gold, from certain shareholders of Highland Gold (the "Selling Shareholders") (the "Acquisition"). As a result of the Acquisition, Fortiana was required under Rule 9 of the City Code on Takeovers and Mergers to make an offer for the Highland Gold Shares not already held or agreed to be acquired by Fortiana. Accordingly, on 31 July 2020, Fortiana announced a recommended pre-conditional mandatory cash offer for Highland Gold (the "Offer").

The SPA provided for the Acquisition to take place in two stages. Firstly, Fortiana acquired 23.95 per cent. of Highland Gold pro rata from each of the Selling Shareholders, conditional only upon Fortiana announcing the Offer. The acquisition of the initial 23.95 per cent completed on 31 July 2020. The acquisition of the remaining Highland Gold Shares held by the Selling Shareholders was conditional upon Fortiana obtaining clearance by the Russian Federal Antimonopoly Service ("FAS").

On 17 September 2020, Fortiana announced that FAS had granted clearance in connection with the Offer. Accordingly, Fortiana is pleased to announce that, today, Fortiana completed the acquisition of the remaining 16.11 per cent. of Highland Gold pursuant to the SPA. As a result, Fortiana now holds 145,759,871 Highland Gold Shares, representing 40.06 per cent. of the issued share capital of Highland Gold.

Enquiries:

Important notices relating to financial advisers

VTB Capital plc, which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated in the United Kingdom by the Prudential Regulation Authority and the Financial Conduct Authority, is acting exclusively for Fortiana and no‑one else in connection with the Offer and this announcement, and will not be responsible to anyone other than Fortiana for providing the protections afforded to clients of VTB Capital plc nor for providing advice in connection with the Offer or this announcement or any matter referred to herein.

Further information

This announcement is for information purposes only and is not intended to and does not constitute, or form any part of, an offer to sell or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise.

The Offer will be subject to English law and to the applicable requirements of the Code, the Panel, AIM Rules, the London Stock Exchange and the FCA.

The Offer will be made solely by the Offer Document and the accompanying Form of Acceptance, which will contain the full terms and conditions of the Offer, including details of how the Offer may be accepted. Any acceptance decision or response in relation to the Offer should be made solely on the basis of the Offer Document and the Form of Acceptance. Highland Gold Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been published. Each Highland Gold Shareholder is urged to consult their independent professional adviser regarding the tax consequences of the Offer.

This announcement does not constitute a prospectus or a prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England.

Disclosure requirements of the Code

Under Rule 8.3(a) of the 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) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day (as defined in the Code) 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 (as defined in the Code) 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 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 (as defined in the Code) 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. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44(0)20 7638 0129.