TSG.L Regulatory News (TSG)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY 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 July 2021

RECOMMENDED MANDATORY CASH OFFER

for

TRANS-SIBERIAN GOLD PLC ("TSG")

by

HORVIK LIMITED ("HORVIK")

OFFER DECLARED WHOLLY UNCONDITIONAL

Horvik is pleased to announce that the Condition to its Offer has now been satisfied and, accordingly, the Offer is now wholly unconditional.

Level of acceptances and interests in relevant securities

As at 1.00 p.m. today, being the acceptance deadline, Horvik had received valid acceptances of the Offer in respect of a total of 43,161,279 TSG Shares representing 47.05 per cent. of TSG's issued share capital (excluding any shares held in treasury).

In addition to these acceptances, pursuant to the SPA:

· on 18 March 2021, Horvik acquired 21,437,000 TSG Shares, representing 24.7 per cent. of TSG's issued share capital (excluding any shares held in treasury and shares awarded pursuant to the TSG LTIP which vested on 26 May 2021); and

· on 26 May 2021, Horvik acquired 23,121,918 TSG Shares, representing 26.6 per cent. of TSG's issued share capital (excluding any shares held in treasury and shares awarded pursuant to the TSG LTIP which vested on 26 May 2021),

meaning as at the date of this announcement, Horvik owns 44,558,918 TSG Shares, representing 48.6 per cent. of TSG's issued share capital (excluding any shares held in treasury, but including shares transferred from treasury pursuant to the TSG LTIP which vested on 26 May 2021).

Accordingly, as at 1.00 p.m. today, Horvik has received acceptances in respect of TSG Shares which, together with TSG Shares acquired or agreed to be acquired before or during the Offer, result in Horvik and any person acting in concert with it holding 87,720,179 TSG Shares, representing 95.62 per cent. of TSG's issued share capital (excluding any shares held in treasury).

Horvik may count 87,720,179 TSG Shares (carrying 95.62 per cent., and more than 50 per cent., of the voting rights in TSG) towards satisfaction of the Condition to the Offer. Therefore, the Condition is satisfied.

So far as Horvik is aware, no acceptances have been received from persons acting in concert with Horvik.

Of the valid acceptances, acceptances had been received in respect of a total of:

· 5,779,283 TSG Shares, representing, in aggregate, 6.3 per cent. of TSG's issued share capital (excluding any shares held in treasury) from the TSG Independent Directors who hold TSG Shares and Robert Sasson, each of whom were subject to an irrevocable undertaking to accept the Offer;

· 457,626 TSG Shares, representing, in aggregate, 0.5 per cent. of TSG's issued share capital (excluding any shares held in treasury) from Charles Ryan and Florian Fenner, each of whom undertook in the SPA (together with the other Selling Shareholders) to accept the Offer with respect to any TSG Shares acquired pursuant to the TSG LTIP on or after the date of the SPA;

· 5,573,993 TSG Shares, representing, in aggregate, 6.1 per cent. of TSG's issued share capital (excluding any shares held in treasury) from UFG Capital Investment Management Ltd in its position as management company of UFG Global Diversified Investments Limited., and from whom Horvik received a letter of intent to accept or procure the acceptance of the Offer; and

· 4,802,000 TSG Shares, representing, in aggregate, 5.2 per cent. of TSG's issued share capital (excluding any shares held in treasury) from GWM Asset Management Ltd ("GWM"), acting as investment manager of GWM Growth Fund SA Sicav RAIF ("GWM Fund") and from whom Horvik received a letter of intent in which GWM expressed its preference that GWM Fund accepts the Offer.

Accordingly, Horvik has no outstanding irrevocable undertakings or letters of intent in relation to the Offer.

Save as disclosed above, neither Horvik nor any person acting in concert with Horvik has:

· any interest in, or right to subscribe in respect of, or any short position (whether conditional or absolute and whether in the money or otherwise) in relation to the relevant securities of TSG, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of TSG; or

· borrowed or lent any relevant securities of TSG.

The percentage of TSG Shares referred to in this announcement in respect of which valid acceptances have been received is based on a total of 91,739,867 TSG Shares in issue (excluding any shares held in treasury).

Offer to remain open

The Offer will remain open for acceptance until 1.00 p.m. on 23 July 2021.

TSG Shareholders who have not yet accepted the Offer are urged to do so without delay. If TSG Shareholders wish to accept the Offer, it is important that they follow the instructions set out in Parts C and D of Part III of the Offer Document. 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. on 23 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. on 23 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.

Settlement of cash consideration

As detailed in the Offer Document, settlement of cash consideration to which any Shareholder is entitled under the Offer will be effected:

· in the case of acceptances which have been received and are valid and complete in all respects by 1.00 p.m. on the date of this announcement, within 14 days; or

· in the case of further acceptances which are valid and complete in all respects and received after 1.00 p.m. on the date of this announcement but while the Offer remains open for acceptance, within 14 days of such receipt, in each case in the manner described in the Offer Document.

No cash consideration will be sent to an address in a Restricted Jurisdiction.

Intention to procure the cancellation of trading on AIM

As previously set out in the Offer Document, as the Offer is now unconditional in all respects, and Horvik has acquired or agreed to acquire more than 75 per cent. of the issued share capital of TSG (excluding shares held in treasury), an application will be made by TSG to the London Stock Exchange for the cancellation of the admission to trading of the TSG Shares on AIM not less than 20 clear Business Days after the date of such application.

The cancellation of the admission of TSG Shares to trading on AIM will significantly reduce the liquidity and marketability of any TSG Shares in respect of which the Offer has not been accepted. Any remaining TSG Shareholders will become minority shareholders in a majority controlled company and will likely therefore be unable to sell their TSG Shares. There can be no certainty that such minority TSG Shareholders would again be offered an opportunity to sell their TSG Shares on terms which are equivalent to or no less advantageous than those under the Offer.

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

All the times referred to in this announcement are London times unless otherwise stated.

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.

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, the 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, the 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.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.