THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE FURTHER INFORMATION SECTION WITHIN THIS ANNOUNCEMENT.
TORONTO, ON / ACCESSWIRE / July 31, 2020 / AEX Gold Inc. ("AEX" or the "Company") (AIM:AEXG)(TSXV:AEX), an independent gold company with a portfolio of gold licences in Greenland, announces, further to its announcements on June 30 and July 27, 2020, and earlier today, that AIM Admission and with it the closing of its fundraising pursuant to which it has raised £42.5 million (C$72.7 million) through a placing and subscription of 94,444,445 common shares with new and existing investors at a price of 45 pence per common share, or 77 Canadian cents per share (the "Fundraising") has occurred. Admission of its entire issued share capital to trading on the AIM market of the London Stock Exchange occurred and dealings commenced on AIM at 8:00 a.m. (BST) today ("Admission") under the ticker AEXG. Trading on the TSX Venture Exchange will continue as normal under the trading symbol AEX.
Stifel Nicolaus Europe Limited ("Stifel") is acting as nominated adviser and broker to the Company and acted as bookrunner to the Company in connection with the Fundraising and Admission. Cormark Securities Inc. and Paradigm Capital Inc. acted as co-managers in connection with the Fundraising (the "Agents"). In consideration for their services, the Agents received a cash commission equal to C$4,227,619.42.
The Company's Admission Document can be found on its website: www.aexgold.com
Appointment of Non-Executive Director
In conjunction with the Company's admission to AIM, it is pleased to announce that Sigurbjorn ("Siggi") Thorkelsson joined the board of AEX as independent non-executive director, and Chair of the Audit Committee, on 27 July 2020. Mr. Thorkelsson has a wealth of experience in the financial markets, having worked at major financial institutions throughout his career.
Mr. Thorkelsson has over 25 years' experience in the banking and securities industry across New York, London, Tokyo, Hong Kong and his native Iceland. Mr. Thorkelsson has previously serves as Managing Director at Nomura International (Hong Kong) Limited and as Head of Asia-Pacific Equities before becoming Senior Managing Director of the Nomura Group. In 2010, Mr. Thorkelsson moved to Barclays Capital (Hong Kong) as Managing Director and Head of Asia-Pacific Equities before becoming Managing Director (Head of Equities EMEA) at Barclays Capital in London in 2011. More recently, Mr. Thorkelsson has co-founded investment and securities companies in Iceland and in the UK.
Eldur Ólafsson, Founder and Chief Executive Officer, commented:
"Further to our admission to AIM in London this morning and completion of the Fundraising, we are now well funded for the next stage of AEX's growth, and through the dual-listing on AIM, we can provide the opportunity to be a part of Greenland's growing gold sector to UK and European investors. We find ourselves in a strong position to begin the realisation of our ambition to become a full-cycle mining business of scale in Greenland, with Nalunaq the first project in what we believe could be many from our existing portfolio of gold assets."
"I'd also like to welcome Siggi to our Board. Siggi is a highly experienced financier and brings the benefit of his many years of experience and guidance to our Company, both as a banker and an investor, and we look forward to rapidly progressing our high-impact portfolio under his stewardship as a non-executive director of AEX."
Enquiries
AEX Gold Inc.
Eldur Ólafsson, Founder and Chief Executive Officer Tel: +354 665 2003
George Fowlie, Chief Financial Officer Tel: +1 416 587 9801
Stifel Nicolaus Europe Limited (Nominated Adviser, Broker and Bookrunner)
Callum Stewart Tel: +44 (0) 20 7710 7600
Ashton Clanfield
Jason Grossman
Simon Mensley
Cormark Securities Inc. (Co-Manager) Tel: +1 647 202 1050
Darren Wallace
Paradigm Capital Inc. (Co-Manager) Tel: +1 416 361 9892
Camarco (Financial PR)
Gordon Poole Tel: +44 (0) 203 757 4997
Nick Hennis
Emily Hall
Certain Directors and members of the management team of the Company ("Insiders") have subscribed for new common shares pursuant to the Fundraising. The issuance of new common shares to these Insiders pursuant to the Fundraising will be considered to be a related party transaction within the meaning of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 ("MI 61-101"). Pursuant to MI 61-101, the Corporation will file a material change report providing disclosure in relation to each "related party transaction" on SEDAR under the Company's issuer profile at www.sedar.com. The Corporation did not file the material change report more than 21 days before the expected closing date of the offering as the details of the offering and the participation therein by each "related party" of the Company were not settled until shortly prior to the closing of the offering, and the Company wished to close the offering on an expedited basis for sound business reasons. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(a) and (b) of MI 61-101 in respect of any Insider participation.
Common shares issued to Canadian subscribers and to the officers and directors of the Company are subject to a four month and one day hold period which will expire on December 1, 2020. Common shares issued to US subscribers are subject to restrictions on transfer which provide that such shares may not be offered, sold, pledged or otherwise transferred except pursuant to a registration statement or an exemption from registration under the U.S. Securities Act of 1933.
This announcement does not contain inside information.
About AEX
AEX's principal business objectives are the identification, acquisition, exploration and development of gold properties in Greenland. The Corporation's principal asset is a 100% interest in the Nalunaq Project, an advanced exploration stage property with an exploitation license including the previously operating Nalunaq gold mine. AEX is incorporated under the Canada Business Corporations Act and wholly owns Nalunaq A/S, incorporated under the Greenland Public Companies Act.
Important Notice
This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any common shares or other securities in the United States, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with Admission and Fundraising in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.
No action has been taken by the Company, Stifel Nicolaus Europe Limited ("Stifel"), Cormark Securities Inc. ("Cormark"), or Paradigm Capital Inc. ("Paradigm") that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required, other than the United Kingdom. Persons into whose possession this announcement comes are required by the Company, Stifel, Cormark, or Paradigm to inform themselves about, and to observe, such restrictions.
This announcement has been issued by and is the sole responsibility of the Company. The information contained in this announcement is for background purposes only and does not purport to be full or complete. The information in this announcement may be subject to change without notice. No undertaking, representation or warranty or other assurance express or implied, is or will be made as to, or in relation to, and, aside from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder or any other applicable regulatory regime, no responsibility or liability is or will be accepted by the Company, Stifel, Cormark, or Paradigm or any of their respective parent or subsidiary undertakings or the subsidiary undertakings of any such parent undertakings or any of their respective directors, proposed directors, officers, partners or employees or any other person as to or in relation to, the accuracy, completeness, sufficiency or fairness of the information or opinions contained in announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Fundraising, and any responsibility or liability therefore is expressly disclaimed. In addition, no duty of care or otherwise is owed by any such person to recipients of this document or any other person in relation to this announcement.
Stifel, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for the Company and no-one else in connection with Admission and the Fundraising. It will not regard any other person as its client in relation to Admission and the Fundraising and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein. Stifel has not authorised the contents of any part of this document. The responsibilities of Stifel as the Company's nominated adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange and not to the Company, any of its directors, nor any other person in respect of a decision to subscribe for or acquire common shares in reliance on the Admission Document relating to the Company.
Cormark is regulated by the IIROC in Canada and is acting exclusively for the Company and no one else in connection with any investment in the common shares, and will not regard any other person as their client in relation to any investment in the common shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to any investment in the common shares or any transaction or arrangement referred to herein.
Paradigm is regulated by the IIROC in Canada and is acting exclusively for the Company and no one else in connection with any investment in the common shares, and will not regard any other person as their client in relation to any investment in the common shares and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to any investment in the common shares or any transaction or arrangement referred to herein.
Cautionary Statements
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
Certain statements in this press release are forward-looking statements and information (collectively "forward-looking statements"), within the meaning of the applicable Canadian securities legislation, as well as other applicable international securities laws. The forward-looking statements contained in this press release are forward-looking and not historical facts.
Some of the forward-looking statements may be identified by statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of phrases such as "will likely result", "are expected to", "will continue", "is anticipated", "is targeting", "estimated", "intend", "plan", "guidance", "objective", "projection", "aim", "goals", "target", "schedules", and "outlook").
Because actual results or outcomes could differ materially from those expressed in any forward-looking statements, investors should not place undue reliance on any such forward-looking statements. By their nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, which contribute to the possibility that the predicted outcomes will not occur. Some of these risks, uncertainties and other factors are similar to those faced by other mining companies and some are unique to the Company. The forward-looking information contained in this news release speaks only as of the date hereof. The Company does not assume any obligation to publicly update the information, except as may be required pursuant to applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: AEX Gold Inc.