Highland Gold Mining Limited
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HIGHLAND GOLD MINING LIMITED IMPORTANT NOTICE This document, comprising a draft admission document, is being distributed by W.H. Ireland Limited ("W.H. Ireland"), which is regulated by the Financial Services Authority, as nominated adviser to Highland Gold Mining Limited (the "Company") in connection with the proposed placing of Existing Ordinary Shares and New Ordinary Shares of the Company that are to be traded on the Alternative Investment Market of London Stock Exchange plc ("AIM”) and admission of the issued and to be issued Ordinary Shares of the Company to trading on AIM ("Admission”). The information in this document, which is in draft form and is incomplete, is subject to updating, completion, revision, further verification and amendment. In particular, this document refers to certain events as having occurred which have not yet occurred but are expected to occur prior to publication of the final admission document or any supplemental prospectus relating to the Company. Furthermore, no assurance is given by the Company or W.H. Ireland that any New Ordinary Shares in the Company will be issued, Existing Ordinary Shares sold or that Admission will take place. No representation is made by W.H. Ireland or the Company or any of their advisers, representatives, agents, officers, directors or employees as to, and no responsibility, warranty or liability is accepted for, the accuracy, reliability, reasonableness or completeness of the contents of this document. No responsibility is accepted by any of them for any errors, mis-statements in, or omissions from, this document, nor for any direct or consequential loss howsoever arising from any use of, or reliance on, this document or otherwise in connection with it. This document does not constitute or form part of, and should not be construed as, an offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Existing Ordinary Shares or New Ordinary Shares nor shall it, or any part of it, or the fact of its distribution, form the basis of or be relied on in connection with, any contract therefor. Recipients of this document who intend to subscribe for New Ordinary Shares or purchase Existing Ordinary Shares in the Company following the issue of the prospectus in its final form are reminded that any such subscription or purchase may be made solely on the basis of the information contained in the admission document in its final form, which may be different from the information contained in this document. No reliance may be made for any purpose whatsoever on the completeness, accuracy or fairness of the information or opinions contained in this document. In distributing this draft document in the United Kingdom W.H. Ireland is relying on the fact that all recipients of it are authorised persons or exempt persons (within the meaning of the Financial Services and Markets Act 2000) or are persons who have professional experience in matters relating to investments falling within Article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (the “Financial Promotion Order”) or are high net worth entities, and other persons to whom this document may otherwise lawfully be communicated, falling within Article 49(1) of the Financial Promotion Order (all such persons together being referred to as “relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such investments will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. The distribution restrictions set out in Part I – Selling Restrictions of this document also apply to this draft document. This document does not constitute an offer to sell, or the solicitation of an offer to buy, any Ordinary Shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful and, in particular, should not be distributed to persons with addresses in the United States of America, Canada, Australia, Republic of South Africa, Republic of Ireland or Japan or in any other country outside the United Kingdom where such distribution may lead to a breach of any law or regulatory requirement. The information in this document is confidential and must not be copied, reproduced or distributed to others at any time except for the purposes of analysis by certain employees and advisers of the recipient who have agreed to be bound by the restrictions contained herein. W.H. Ireland is acting as nominated adviser and broker to the Company and will not regard any person (whether or not a recipient of this document or other information in connection with the matters referred to herein) other than the Company as its customer in relation to the proposals contemplated by this document. Any persons interested in investing in the Company are recommended to seek their own independent financial advice. i THIS PAGE HAS INTENTIONALLY BEEN LEFT BLANK ii THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS DOCUMENT OR WHAT ACTION YOU SHOULD TAKE, YOU SHOULD IMMEDIATELY CONSULT YOUR STOCKBROKER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER WHO SPECIALISES IN ADVISING ON THE ACQUISITION OF SHARES AND OTHER SECURITIES AND IS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IN THE UNITED KINGDOM OR THE FINANCIAL SERVICES (JERSEY) LAW 1998, AS AMENDED, IN JERSEY. THE WHOLE OF THE TEXT OF THIS DOCUMENT SHOULD BE READ. YOU SHOULD ALSO BE AWARE THAT AN INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK. YOUR ATTENTION IS DRAWN TO THE SECTION ENTITLED "RISK FACTORS" IN PART II OF THIS DOCUMENT. The Directors of the Company, whose names appear on page 9 of this document, accept responsibility individually and collectively for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information. Application will be made for the whole of the issued and to be issued ordinary share capital of the Company to be admitted to trading on the Alternative Investment Market of the London Stock Exchange. It is expected that Admission will take place and that trading will commence on 17 December 2002. It is emphasised that no application is being made for the Ordinary Shares to be admitted to the Official List or to any other recognised investment exchange. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. The AIM Rules are less demanding than those of the Official List. London Stock Exchange plc has not itself examined or approved the contents of this document. HIGHLAND GOLD MINING LIMITED (Incorporated in Jersey under the Companies (Jersey) Law 1991, as amended, with registered number 83208) Placing of 10,525,821 New Ordinary Shares and 1,052,627 Existing Ordinary Shares (assuming the Manager’s Option is not exercised) at 190p per share Admission to trading on the Alternative Investment Market Nominated Adviser and Broker W.H. Ireland Limited ORDINARY SHARE CAPITAL IMMEDIATELY FOLLOWING THE PLACING Authorised Issued and fully paid Amount Number Ordinary Shares of £0.001 each Amount Number £300,000 300,000,000 £110,526 110,525,821 In connection with the Placing, certain existing Shareholders have granted W.H. Ireland the Manager’s Option which is exercisable in whole or in part, once or more than once, upon notice by W.H. Ireland during the period commencing with the date of this document and ending 30 days after Admission. Pursuant to the Manager's Option, W.H. Ireland has an option to sell on behalf of certain existing Shareholders up to 1,578,947 Existing Ordinary Shares at the Placing Price, inter alia, to cover over-allotments or further allotments, if any, in connection with the Placing and to cover short positions resulting from stabilisation transactions. The New Ordinary Shares will, on Admission, rank pari passu in all respects with the Existing Ordinary Shares and will rank in full for all dividends and other distributions declared, made or paid on the Ordinary Shares after the date of this document. This document, which comprises an admission document drawn up in accordance with the AIM Rules, has been issued in connection with the application for Admission. A copy of this document (which comprises a prospectus drawn up in accordance with The Public Offers of Securities Regulations 1995 (as amended) ("the POS Regulations")) has been delivered to the Registrar of Companies in England and Wales in accordance with Regulation 4(2) of the POS Regulations. A copy of this document has been delivered to the Registrar of Companies in Jersey in accordance with Article 5 of the Companies (General Provisions) (Jersey) Order 2002, and he has given, and has not withdrawn, his consent to its circulation. The Jersey Financial Services Commission has given, and has not withdrawn, its consent under Article 4 of the Control of Borrowing (Jersey) Order 1958 to the issue of the Existing Ordinary Shares and New Ordinary Shares in the Company.