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

21 September 2020

RECOMMENDED MANDATORY CASH OFFER

for

HIGHLAND GOLD MINING LIMITED ("HIGHLAND GOLD")

by

FORTIANA HOLDINGS LIMITED ("FORTIANA")

PUBLICATION OF OFFER DOCUMENT

On 31 July 2020, Fortiana announced a recommended pre-conditional mandatory cash offer for Highland Gold (the "Offer").

On 17 September 2020, Fortiana announced that the Russian Federal Antimonopoly Service ("FAS") had granted regulatory clearance in connection with the Offer and that, accordingly, the pre-condition to the Offer had been satisfied.

Fortiana is pleased to announce that the offer document containing the full terms and conditions of the Offer (the "Offer Document"), together with the related Form of Acceptance, has today been published and sent to Highland Gold Shareholders. The Offer Document, the Form of Acceptance and this announcement will be made available on Fortiana's website at https://fortianaholdings.com/, and the Offer Document and Form of Acceptance will be available on Highland Gold's website at https://www.highlandgold.com/home/offer.

Terms used but not defined in this announcement have the same meanings as in the Offer Document.

Information for Highland Gold Shareholders

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 20 October 2020. If you wish to accept the Offer, it is important that you follow the instructions set out in Parts C and D of Part III of the Offer Document and, in respect of certificated Highland Gold Shares, as further described in the Form of Acceptance.

Acceptances of the Offer in respect of certificated Highland Gold Shares should be made by completing and returning the Form of Acceptance as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 20 October 2020. Acceptances of the Offer in respect of uncertificated Highland Gold Shares should be made electronically through CREST so that the TTE Instruction settles as soon as possible and, in any event, by no later than 1.00 p.m. (London time) on 20 October 2020.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Computershare Investor Services PLC, Corporate Actions Projects, The Pavilions, Bridgwater Road, Bristol, BS99 6AH or on 0370 707 1066 (or +44 370 707 1066, if telephoning from outside the United Kingdom). Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 8.30 a.m. and 5.30 p.m., Monday to Friday excluding public holidays in England and Wales.

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 is 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 is being made solely by the Offer Document and the accompanying Form of Acceptance, which 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. 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.

Notice to US holders of Highland Gold Shares

The Offer is being made to Highland Gold Shareholders resident in the United States in reliance on, and compliance with, Regulation 14E and the related rules promulgated under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and otherwise in accordance with the requirements of the Code, the Panel, the London Stock Exchange and the FCA. The Offer is being made in the United States by Fortiana and no one else.

The Offer relates to the shares of a Jersey incorporated company that is not registered under the US Exchange Act and is admitted to trading on AIM and is subject to disclosure and other procedural requirements, format and style which are different from those in the United States including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments.

However, Fortiana will, to the extent practicable, comply with US requirements where they relate to the timing of payments. Certain differences between the UK rules and US procedure are summarised at paragraph 14 of Part II and paragraph 9 of Part B of Part III of the Offer Document. For the avoidance of doubt, although the payment and settlement procedures with respect to the Offer are subject to the relevant UK rules, which differ from US payment and settlement procedures, Fortiana will, to the extent practicable, pay consideration promptly so as to comply with US requirements.

Financial information included in the 2.7 Announcement and the Offer Document has been or will be prepared in accordance with accounting standards applicable in Jersey and Cyprus as applicable, and may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Highland Gold Shares pursuant to the Offer may be a taxable transaction for United States federal income tax purposes and under applicable United States federal, state and local, as well as non-US and other, tax laws. Each Highland Gold Shareholder is urged to consult their independent professional adviser immediately regarding any acceptance of the Offer including, without limitation, the tax consequences of the Offer applicable to them, including under applicable United States federal, state and local, as well as non-US and other, tax laws.

The Offer is made in the United States by Fortiana and no one else. Neither VTB Capital nor any of its affiliates will be making the Offer in or outside the United States.

It may be difficult for US holders to enforce their rights, effect service of process within the United States and/or enforce any claim and claims arising out of the US federal securities laws, since Highland Gold is incorporated under the laws of Jersey and Fortiana is organised under the laws of Cyprus, and the majority of the officers and directors of Highland Gold and Fortiana are residents of countries other than the United States. It may not be possible to sue Fortiana or Highland Gold, or any of their respective directors, officers or affiliates, in a non-US court for violations of US laws, including US securities laws. It may be difficult to compel Fortiana, Highland Gold and their respective directors, officers and affiliates to subject themselves to the jurisdiction of a US court. There is substantial doubt as to the enforceability in the United Kingdom or Jersey of original actions, or of actions for enforcement of judgments of US courts, based on civil liability provisions of US federal securities laws and judgments of a US court.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer, or passed upon the fairness of the Offer or passed upon the adequacy or accuracy of the Offer Document. Any representation to the contrary is a criminal offence in the United States.

No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the US Exchange Act, or the securities laws of such other country, as the case may be; or (ii) pursuant to an available exemption from such requirements.

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. You should contact the Panel's Market Surveillance Unit on +44 (0)207638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.