TSG.L Regulatory News (TSG)

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

9 June 2021

RECOMMENDED MANDATORY CASH OFFER

for

TRANS-SIBERIAN GOLD PLC ("TSG")

by

HORVIK LIMITED ("HORVIK")

PUBLICATION OF OFFER DOCUMENT

On 18 March 2021, Horvik and TSG announced the terms of a recommended pre-conditional mandatory cash offer to be made by Horvik for TSG (the "Offer").

On 19 May 2021, Horvik 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.

Horvik and TSG are 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, will be published and sent to TSG Shareholders today. The Offer Document, the Form of Acceptance and this announcement will be made available on Horvik's website at https://horviklimited.com, and the Offer Document and Form of Acceptance will be available on TSG's website at https://www.trans-siberiangold.com.

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

Action to be taken by TSG Shareholders and Timetable

The Offer will remain open for acceptance until 1.00 p.m. (London time) on 9 July 2021. 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 TSG Shares, as further described in the Form of Acceptance.

Acceptances of the Offer in respect of certificated TSG 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 9 July 2021. Acceptances of the Offer in respect of uncertificated TSG 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 9 July 2021.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Simon Olsen (TSG Company Secretary) on +44(0) 1480 811 871 or emailing Simon.Olsen@trans-siberiangold.com (call charges will vary by provider). Calls outside the United Kingdom will be charged at the applicable international rate.

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 Horvik and no one else in connection with the Offer and this announcement, and will not be responsible to anyone other than Horvik 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.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser, corporate broker and nominated adviser exclusively for TSG and for no one else in connection with the Offer and this Announcement, and will not regard any other person as its client in relation to the matters referred to in this Announcement and will not be responsible to anyone other than TSG for providing the protections afforded to clients of Canaccord Genuity Limited, nor for providing advice in connection with the Offer or this Announcement or any other 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. TSG Shareholders are advised to read the formal documentation in relation to the Offer carefully. Each TSG 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 TSG Shares

The Offer is being made to TSG Shareholders resident in the United States in reliance on, and compliance with, Section 14(e) of the US Exchange Act, and Regulation 14E thereunder, as a "Tier II" tender offer (as set forth in Rule 14d-1(d) under the US Exchange Act), and otherwise in accordance with the requirements of the Code, the Panel, AIM Rules, the London Stock Exchange and the FCA. The Offer is being made in the United States by Horvik and no one else.

The Offer relates to the shares of a company incorporated in England and Wales 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 and settlement procedures, particularly with regard to the date of payment for consideration. Certain differences between the UK rules and US procedure are summarised at paragraph 15 of Part II and paragraph 9 of Part B of Part III of the Offer Document.

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 the United Kingdom 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 TSG 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 TSG 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 Horvik 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 TSG is incorporated under the laws of England and Wales and Horvik is organised under the laws of Cyprus, and the majority of the officers and directors of TSG and Horvik are residents of countries other than the United States. It may not be possible to sue Horvik or TSG, 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 Horvik, TSG 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 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.

Notice to Russian holders of TSG Shares

The information contained in the Offer Document and this announcement is addressed exclusively to TSG Shareholders who are not located or resident in a Restricted Jurisdiction. Neither the Offer Document, the Offer nor any information contained in the Offer Document or this announcement constitutes an offer ("oferta") pursuant to Russian law, an invitation to make an offer, an advertisement, an offer of securities to an unlimited number of persons within or outside the territory of the Russian Federation, a voluntary tender offer or a mandatory tender offer, in each case, in accordance with Russian law. Neither the Offer Document, this announcement nor the Offer constitutes or is intended for placement or public circulation of securities of foreign issuers in the Russian Federation. TSG Shares to which the Offer relates are not registered in the Russian Federation or admitted to placement, public placement or public circulation in the Russian Federation in accordance with the Russian Federal Law dated 22 April 1996 no. 39-FZ "On the Securities Market" (as amended). The Offer and acquisition of TSG Shares pursuant to the Offer will be carried out exclusively in accordance with the procedures described in the Offer Document.

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)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.