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Centamin Offer

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If you would like to view the Information contained in this Microsite, please read this notice carefully.

ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH SIKAGOLD INTERNATIONAL REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY SIKAGOLD INTERNATIONAL PLC AND/OR CENTAMIN PLC RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.

Acquisition of Centamin plc (“Centamin”) by SikaGold International plc (“SikaGold International”) (the “Transaction”)

Access to the Information

You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Transaction (“the “Microsite”).

If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. SikaGold International reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of SikaGold International.

To allow you to view information about the Transaction, you must read this notice and then click “I ACCEPT”. If you are unable to agree, you should click “I DECLINE” and you will not be able to view information about the Transaction.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Transaction or otherwise in any jurisdiction in which such offer or solicitation is unlawful. It is expected that the Transaction would be made by means of an offer or scheme document which would contain the full terms and conditions of the Transaction, including details on how it may be accepted. Any decision made in relation to the Transaction should therefore be made solely and only on the basis of the information provided in any such document (as amended or supplemented from time to time).

Overseas jurisdictions

This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK“) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes 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 Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite.

Additional U.S. information

The Transaction relates to the acquisition of the securities of a Jersey company, with a primary listing in the UK, and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Transaction, since Centamin is located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Centamin or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Centamin and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

Any securities to be issued by SikaGold International as consideration in the Transaction (the “SikaGold International Securities”) have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US Securities Act“), and cannot be offered, sold, delivered or otherwise transferred in or into the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

We expect that the Transaction will be implemented by way of a scheme of arrangement provided for under Jersey company law (a “Scheme“). If the Transaction is effected by way of a Scheme, any SikaGold International Securities would be expected to be issued to shareholders of Centamin in reliance upon the exemption from the registration requirements of the US Securities Act of 1933, as amended, provided by Section 3(a)(10) thereof. In addition, the SikaGold International Securities will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities law of such state. Any affiliate (as defined in Rule 144 under the US Securities Act) of SikaGold International that acquires the SikaGold International Securities may not resell or otherwise transfer the SikaGold International Securities except in a transaction that is (i) registered under the US Securities Act or (ii) exempt from, or not subject to, the registration requirements of the US Securities Act.

Holders of Centamin and SikaGold International securities are urged to read any documents related to the Transaction filed, furnished or to be filed or furnished with the U.S. Securities and Exchange Commission (the “SEC“), if any, because they will contain important information regarding the Transaction and any related offer of securities. Such documents will be available free of charge at the SEC’s website at www.sec.gov. Nothing in this area of the website shall be deemed an acknowledgement that any SEC filing is required or that an offer requiring registration under the US Securities Act may ever occur in connection with the Transaction.

Forward-Looking Statements

This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of SikaGold International and the SikaGold International Group (being SikaGold International and its subsidiaries and subsidiary undertakings) and Centamin and the Centamin Group (being Centamin and its subsidiaries and subsidiary undertakings) following the implementation of the Transaction.

All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are statements of future expectations that are based on management’s current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of SikaGold International and SikaGold International Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements are identified by their use of terms and phrases such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “goals”, “intend”, “may”, “objectives”, “outlook”, “plan”, “probably”, “project”, “risks”, “seek”, “should”, “target”, “will” and similar terms and phrases.

There are a number of factors that could affect the future operations of SikaGold International and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite. These factors include, but are not limited to: fluctuations in the price of commodities (including gold and silver); exchange rate movements; fluctuations in the price of fuel, energy and consumables; fluctuations in reserves estimates; any downgrade of credit ratings assigned to SikaGold International’s debt securities which increases future interest costs and adversely affect the availability of new financing; environmental and physical risks which could disrupt operations; risks associated with the identification of suitable potential acquisition properties and targets, and successful negotiation and completion of such transactions; the risk of doing business in developing countries and countries subject to international sanctions; legislative, fiscal and regulatory developments including regulatory measures addressing climate change and the mining of “conflict minerals”; economic and financial market conditions in various countries and regions; political risks, including the risks of conducting business in countries where laws and policies may change rapidly and unpredictably, risks of expropriation and renegotiation of the terms of contracts with governmental entities, delays or advancements in the approval of projects and delays in the reimbursement for shared costs; the ability of the SikaGold International Group to successfully retain key employees; loss of market share and industry competition; changes in trading conditions and general economic, business and political conditions, including changes in the financial markets; the ability to obtain requisite shareholder approvals and the satisfaction of other conditions on the proposed terms and schedule; and compliance with extensive government regulation.

All forward-looking statements contained in this Microsite are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements. Additional factors that may affect future results are contained in SikaGold International’s public reports, including, but not limited to, its annual report on Form 20-F for the year ended 31 December 2023 filed with the SEC, its interim reports and quarterly reports. These factors should also be considered by the reader.

Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. None of SikaGold International, the SikaGold International Group, Centamin or the Centamin Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite.

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast.

Responsibility

In relation to any materials accessible on this Microsite please note any statement of responsibility contained therein.

The documents included in this Microsite issued or published by SikaGold International speak only at the specified date of the relevant document and SikaGold International has, and accepts, no responsibility or duty to update or revise such documents.

In relation to any announcements or other materials issued or published by Centamin, or which relate to Centamin and the Centamin Group, that are accessible on this Microsite, the only responsibility accepted by SikaGold International and its directors is for the correctness and fairness of its reproduction.

Neither the directors of SikaGold International, nor Centamin, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.

Other

If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.

Confirmation of understanding and acceptance

  • I have read and understood the notice set out above and I agree to be bound by its terms.
  • I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
  • I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this Microsite to any other person at any time.
  • I represent and warrant to SikaGold International that I intend to access this Microsite for information purposes only.
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