AEX Gold Inc. and Has Been Prepared in Accordance with the AIM Rules for Companies
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THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should consult an independent professional adviser authorised under FSMA who specialises in advising on the acquisition of shares and other securities. This document constitutes an AIM admission document relating to AEX Gold Inc. and has been prepared in accordance with the AIM Rules for Companies. This document does not contain an offer of transferable securities to the public in the United Kingdom within the meaning of section 102B of FSMA and is not required to be issued as a prospectus pursuant to section 85 of FSMA. Accordingly, this document has not been drawn up in accordance with the Prospectus Regulation Rules and has not been approved by, or filed with, the FCA or any other authority which would be a competent authority for the purposes of the Prospectus Regulation. 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 of the FCA. 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. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on Admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. Application will be made for the Enlarged Share Capital to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Common Shares will commence on AIM at 8.00 a.m. on 31 July 2020. It is emphasised that no application is being made for the admission of the Common Shares to the Official List. The Directors, whose names appear on page 12 of this document, and the Company accept responsibility, both individually and collectively, for the information contained in this document and for compliance with the AIM Rules for Companies. To the best of the knowledge and belief of the Directors and the Company (having 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. Prospective investors should read the whole text of this document and should be aware that an investment in the Company involves a high degree of risk. In particular, the attention of prospective investors is drawn to Part II of this document which sets out certain risk factors relating to any investment in Common Shares. All statements regarding the Group’s business, financial position and prospects should be viewed in light of these risk factors. AEX GOLD INC. (incorporated and registered in Canada under the Canada Business Corporations Act, with company number 1011468-5) Placing and Subscription of 94,444,445 New Common Shares at 45 pence per share and Admission of the Enlarged Share Capital to trading on AIM Nominated adviser, broker and sole bookrunner Stifel Nicolaus Europe Limited Co-Manager Co-Manager Cormark Securities Inc. Paradigm Capital Inc. Stifel Nicolaus Europe Limited (“Stifel”), which is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the FCA, is acting as the Company’s nominated adviser, broker and sole bookrunner for the purposes of the AIM Rules exclusively for the Company and no one else in connection with the Placing and Admission and will not be responsible to any other person for providing the protections afforded to customers of Stifel, or for advising anyone other than the Company on the contents of this document or any matter referred to herein. The responsibilities of Stifel, as the Company’s nominated adviser, are owed solely to the London Stock Exchange and are not owed to the Company or to any Director or to any other person and accordingly no duty of care is accepted in relation to them. No representation or warranty, express or implied, is made by Stifel as to, and no liability whatsoever is accepted by Stifel in respect of, any of the contents of this document, including the accuracy of any information or opinions contained in this document or for the omission of any material information, for which the Company and the Directors are solely responsible. Cormark Securities Inc. (“Cormark”), which is regulated by the Investment Industry Regulatory Organsiation of Canada (“IIROC”), is acting as co-manager exclusively for the Company and no one else in connection with any investment in the Placing Shares, and will not regard any other person (whether or not a recipient of this document) as their client in relation to any investment in the Placing 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 Placing Shares or any transaction or arrangement referred to in this document. The distribution of this document outside the UK may be restricted by law and therefore persons outside the UK into whose possession this document comes should inform themselves about and observe any restrictions as to the Placing Shares or the distribution of this document. Paradigm Capital Inc. (“Paradigm”), which is regulated by IIROC, is acting as co-manager exclusively for the Company and no one else in connection with any investment in the Placing Shares, and will not regard any other person (whether or not a recipient of this document) as their client in relation to any investment in the Placing 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 Placing Shares or any transaction or arrangement referred to in this document. The distribution of this document outside the UK may be restricted by law and therefore persons outside the UK into whose possession this document comes should inform themselves about and observe any restrictions as to the Placing Shares or the distribution of this document. Securities may not be offered or sold in the United States absent (i) registration under the United States Securities Act of 1933, as amended (the “Securities Act”) or (ii) an available exemption from registration requirements of the Securities Act. The New Common Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States. Consequently, the New Common Shares are “restricted securities” as defined in Rule 144 under the Securities Act and none of the securities may be offered or sold or otherwise transferred within the United States, or to, or for the account or benefitof,US Persons except in accordance with an exemption from the registration requirements of the Securities Act. The New Common Shares will be sold (a) to investors outside the United States in offshore transactions pursuant to Regulation S under the Securities Act (“Regulation S”) and (ii) to a limited number of investors located in the United States that are (A) qualified institutional buyers (as such term is defined in Rule 144A under the Securities Act) and who have executed and delivered a US representation letter a substantially in the form provided to it by Stifel and/or a Co-Manager (a “US Investor Letter”) or (B) are reasonably believed to be “accredited investors” (as such term is defined in Rule 501 of Regulation D under the Securities Act), and delivered a subscription agreement substantially in the form provided to it by the Company (a “US Subscription Agreement”). Subject to certain exceptions, this document may not be published, distributed, forwarded, transferred, copied or otherwise transmitted by any means or media, directly or indirectly, in whole or in part, to any persons within the United States or to any US Persons (as such term is defined in Regulation S). This document does not constitute an offer of, or the solicitation of an offer to subscribe for or to buy, any New Common Shares to any person in the United States or to US Persons (as such term is defined in Regulation S) to whom it is unlawful to make such offer or solicitation or which may result in the requirement to register the New Common Shares under the Securities Act. This document does not constitute an offer of, or the solicitation of an offer to buy or subscribe for, New Common Shares to any person to whom, or in any jurisdiction in which, such offer or solicitation is unlawful and is not for distribution in or into Australia, Canada, the Republic of South Africa, or Japan. The New Common Shares have not been, and will not be, registered under any applicable securities laws of Australia, Canada, the Republic of South Africa or Japan. Subject to certain exceptions, the New Common Shares may not be offered for sale or subscription, or sold or subscribed, directly or indirectly, within Australia, Canada, the Republic of South Africa, or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada, the Republic of South Africa or Japan.