ACG Acquisition Co. - Update on Acquisition

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT INTENDED TO CONSTITUTE, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY THE SECURITIES OF THE COMPANY (AS DEFINED BELOW) IN ANY JURISDICTION WHERE IT WOULD BE UNLAWFUL TO DO SO

18 July 2023

ACG Acquisition Company Limited

("ACG" or the "Company")

Update on Acquisition

BACKGROUND

On 12 June 2023, ACG announced that it had agreed the acquisition (the "Acquisition") of the Atlantic Nickel nickel sulphide mine in Santa Rita and the Mineraçao Vale Verde copper mine in Serrote, both in Brazil, from funds advised by Appian Capital Advisory LLP ("Appian").

On 30 June 2023, ACG announced the publication of a prospectus (the "Prospectus") which had been approved by the U.K. Financial Conduct Authority ("FCA") in relation to an equity offering (the "Placing") to be conducted by ACG to fund the balance of the Acquisition consideration, the repayment of certain debt obligations and certain transaction costs arising from the Acquisition, and the proposed readmission of the enlarged entity to the Official List of the FCA and to trading on London Stock Exchange plc's Main Market.

On 30 June 2023, ACG also announced the publication of a circular (the "Circular") and a notice of extraordinary general meeting of its shareholders ("EGM Notice") convening a meeting of the shareholders of ACG (the "Acquisition EGM") for the purpose of considering and voting on the adoption of certain resolutions, including, but not limited to, the approval of the Acquisition.

The Prospectus, the EGM Notice and the Circular are available on the Company's website at www.acgcorp.co, subject to certain access restrictions. Capitalised terms not otherwise defined in this announcement have the meaning set forth in the Prospectus.

UPDATE on Acquisition

The ACG Management team has been encouraged by strong engagement with its equity story during roadshow meetings conducted to date. Based on those meetings, ACG is discussing potential improvements to the transaction structure with its Anchor Investors and Appian.

While those discussions are ongoing, ACG has decided to pause the book building process for the Placing for a short period of time and to reschedule the Acquisition EGM to a later date in July 2023.

The scheduled date for the completion of the Acquisition and settlement of the Placing remains 4 August 2023.

An updated Acquisition timeline will be published by ACG in the near future, including a new date for the Acquisition EGM and related matters, as well as the extended cut-off date for redemptions by existing holders of Class A Ordinary Shares.

About ACG

ACG is a company with a vision to consolidate the critical metals industry. Through a series of roll-up acquisitions, ACG intends to become a premier supplier of critical metals to the western OEM supply chain, with best-in-class ESG and carbon footprint characteristics. On 12 October 2022, ACG successfully raised proceeds of approximately $125 million in its initial public offering, and listed on the London Stock Exchange (symbols: ACG and ACGW).

The Company's co-sponsors are (1) ACG Mining Limited, a BVI business firm whose main shareholder is Artem Volynets, (2) De Heerd Investments Limited, a Hong Kong-based asset manager with an extensive track-record of global investments and (3) Argentem Creek Partners LP, an emerging markets specialist firm investing in special situations, private credit, high yield, and trade finance.

For further information please visit:

www.acgcorp.co

Contacts for ACG

Palatine Communications - Communications Advisor

Conal Walsh / Andreas Grueter / Kelsey Traynor / Richard Seed

acg@palatine-media.com

DISCLAIMER

This communication is an advertisement for the purposes of the U.K. Prospectus Regulation (as defined below) and underlying legislation. It is not a prospectus. The Prospectus relating to the Placing and the Acquisition has been approved by the FCA and has been published by the Company and is available on the Company's website at www.acgcorp.co, subject to certain access restrictions.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, the Republic of South Africa or the United States or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession 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.

These materials are not an offer for sale of securities in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, within the United States except pursuant to an effective registration statement under the Securities Act, to persons reasonably believed to be qualified institutional buyers ("QIBs") in reliance on Rule 144A of the Securities Act or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act, in each case in accordance with any applicable securities laws of any state of the United States. There has been and will be no public offering of the securities in the United States. Securities will also be offered and sold outside of the United States in offshore transactions in compliance with Regulation S under the Securities Act.

No action has been undertaken or will be undertaken to make an offer to the public of securities requiring publication of a prospectus in any member state of the European Economic Area (each a "Member State"). This announcement is only addressed to and is only directed at persons in Member States who are "qualified investors" ("Qualified Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (such Regulation, together with any applicable implementing measures in the relevant home Member State under such Regulation, the "Prospectus Regulation"). This announcement and the information contained herein must not be acted on or relied upon in any Member State by persons who are not Qualified Investors. Any investment or investment activity to which this announcement relates is only available to, and any invitation, offer or agreement to purchase, subscribe or otherwise acquire the same will be engaged in only with, Qualified Investors. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe for the securities and the expression "Prospectus Regulation" means Regulation (EU) 2017/1129 and includes any amendments and relevant delegated regulations thereto.

Except in respect of the Retail Offer (as defined in the Prospectus and as to which see below), this announcement is only addressed to and directed at persons in the United Kingdom who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended, as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 (the "U.K. Prospectus Regulation"). In addition, this announcement is being distributed to, and is only directed at, qualified investors (i) who have professional experience in matters relating to investments falling within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "FPO"), (ii) who fall within Article 49(2)(a) to (d) of the FPO or (iii) to whom it may otherwise lawfully be communicated (all such persons, together with "qualified investors" within the meaning of Article 2(e) of the U.K. Prospectus Regulation, being referred to as "Relevant Persons"). This announcement and the information contained herein must not be acted on or relied upon in the United Kingdom, by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire the same will be engaged in only with, Relevant Persons. For the purpose of this paragraph, the expression "offer of securities to the public" means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable the investor to decide to purchase or subscribe to the securities.

The Retail Offer is being made only to retail investors resident and physically located in the United Kingdom. It is not being made into Australia, Canada, Japan, the Republic of South Africa, the United States, any member state of the European Economic Area or any other jurisdiction.

Securities of the Company have not been and will not be registered under the applicable securities laws of Australia, Canada, Japan of the Republic of South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or the Republic of South Africa except under circumstances which will result in the full compliance with the applicable laws and regulations promulgated by the relevant regulatory authorities in effect at the relevant time.

Forward-looking statements

Some of the information in these materials may contain projections or other forward-looking statements regarding future events or the future financial performance of ACG and the Enlarged Group. You can identify forward looking statements by terms such as "expect", "believe", "anticipate", "estimate", "intend", "will", "could", "may" or "might" the negative of such terms or other similar expressions. ACG wishes to caution you that these statements are only predictions and that actual events or results may and often do differ materially. ACG does not intend to update these statements to reflect events and circumstances occurring after the date hereof or to reflect the occurrence of unanticipated events. Any forward-looking statements reflect ACG's current view with respect to future events and many factors could cause the actual results to differ materially from those contained in projections or forward-looking statements of ACG, including, among others, ACG's ability to obtain adequate information to evaluate the target assets, ACG's ability to successfully or timely complete the contemplated acquisition, ACG's and Appian's expectations around the performance of the target assets, ACG's success in retaining or recruiting, or changes required in, ACG's officers, key employees or directors following the contemplated acquisition, ACG's officers and directors allocating their time to other businesses and potentially having conflicts of interest with the Company's business or in approving the contemplated acquisition, ACG's public securities' potential liquidity and trading, the lack of a market for ACG's securities, ACG's potential ability to obtain additional financing to complete the contemplated acquisition and the financial performance of the enlarged group that would result from the potential completion of the contemplated acquisition. Forward-looking statements speak only as of the date they are made.

END