TSG.L Regulatory News (TSG)

28 May 2021

Trans-Siberian Gold plc

("TSG", the "Company" or the "Group")

Offer Update

Trans-Siberian Gold plc (TSG.LN), a low cost, high grade gold producer in Russia, announced on 18 March 2021 a recommended pre-conditional mandatory cash offer (the "Offer") to be made by Horvik Limited ("Horvik") for the Company and that Horvik had agreed to acquire 44,558,918 ordinary shares of TSG, representing approximately 51.2 per cent. of TSG's issued share capital (excluding any shares held in treasury), in two tranches from a group of TSG's shareholders (the "Selling Shareholders") (the "Acquisition").

Horvik completed the acquisition of 21,437,000 ordinary shares of TSG, representing approximately 24.7 per cent. of TSG's issued share capital (excluding any shares held in treasury) in the first stage of the Acquisition on 18 March 2021. Horvik announced on 19 May 2021 that it had received regulatory approval from the Russian Federal Antimonopoly Service in respect of its acquisition of the remaining 23,121,918 ordinary shares of TSG (the "Second Completion") from the Selling Shareholders and that accordingly the pre-condition to the Offer had been satisfied.

Horvik announced on 26 May 2021 that the Second Completion had occurred, thereby increasing its interest to approximately 51.2 per cent. of the Company's issued share capital (excluding any shares held in treasury). As a consequence of completion of the Acquisition, the awards granted under the Company's two Long Term Incentive Plans (the "LTIPs") to six TSG directors (the "Relevant Directors"), as described in the Company's announcement dated 29 April 2021, (the "LTIP Awards") have now vested under the change of control provisions in the LTIP rules.

The Company has now transferred 4,787,816 ordinary shares of TSG to the Relevant Directors out of treasury (the "Award Shares") to settle the LTIP Awards.

Following the transfer of the Award Shares, the Company has 110,053,073 ordinary shares of 10 pence each in issue, of which 18,313,206 ordinary shares are held in treasury. Therefore, the total number of ordinary shares carrying voting rights is 91,739,867. Application has been made for the Award Shares to be admitted to trading on AIM, which is expected on or around 2 June 2021.

The above figure of 91,739,867 may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

As a result of the transfer of the Award Shares, Horvik's interest now represents approximately 48.6 per cent. of TSG's issued share capital (excluding any shares held in treasury).

Certain of the Relevant Directors have irrevocably agreed, subject to the terms set out in the announcement by Horvik on 18 March 2021, to accept the Offer in respect of their interests in TSG, including the Award Shares  and Charles Ryan and Florian Fenner (being the remaining Relevant Directors) agreed to accept the Offer with respect to shares issued to them pursuant to the LTIPs under the terms of the Acquisition. Horvik confirmed on 19 May 2021 that the offer document containing the terms of the Offer would be posted to TSG Shareholders as soon as practicable and in any event by 16 June 2021, being 28 days from the date of that announcement.

On Second Completion, the Relationship Agreement entered into on 28 November 2019 between the Company and certain entities of UFG Asset Management ("UFG") (the "UFG Relationship Agreement") terminated in accordance with its terms.

Pursuant to the UFG Relationship Agreement, UFG had the right to nominate a number of directors to the TSG board ("Shareholder Directors"). In accordance with the terms of the share purchase agreement dated 18 March 2021 entered into by Horvik and the Selling Shareholders in connection with the Acquisition ("SPA"), the Shareholder Directors, comprising Charles Ryan and Florian Fenner (each a Selling Shareholder) and Robert Sasson resigned from the Company's board with effect from Second Completion.

Under the Relationship Agreement entered into by Horvik and the Company on 18 March 2021 (the "Horvik Relationship Agreement"), Horvik has the right to nominate between one and three directors to the TSG board commensurate with its, and its associates, aggregate TSG shareholdings, the thresholds being 20 per cent., 40 per cent. and 50 per cent. A further announcement in respect of these appointments will be made in due course.

Unless otherwise stated, defined terms in this announcement have the same meaning as that set out in the announcement made by Horvik on 18 March 2021.

ENDS

About TSG

TSG is focused on low cost, high grade mining operations and stable gold production from its 100% owned Asacha Gold Mine in Far East Russia. The Company also holds the licence for the development and exploration of the Rodnikova deposit, one of the largest gold fields in South Kamchatka.

Additional information is available from the Company's website: www.trans-siberiangold.com

Disclaimer

This announcement contains "forward-looking statements" - that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business and financial performance, and often contain words such as "expects," "anticipates," "intends," "plans," "believes," "seeks", "should" or "will". Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For the Company, uncertainties arise from the behaviour of financial and metals markets, fluctuations in interest and/or exchange rates and metal prices; and from numerous other matters of national, regional and global scale, including those of a political, economic, business, competitive or regulatory nature. These uncertainties may cause the Group's actual future results to be materially different from those expressed in such forward-looking statements.