Takeover Documentation

Firm offer for the entire issued and to be issued share capital of Tungsten Corporation PLC (“Tungsten“) by Project California Bidco Limited (“Bidco”) (the “Offer“) and a possible offer for the entire issued and to be issued share capital of Tungsten by Pagero Group AB (publ) (together with Bidco, “Offerors”) (the “Possible Offer”).

YOU ARE ATTEMPTING TO ENTER AN AREA OF THE WEBSITE WHICH IS DESIGNATED FOR THE PUBLICATION OF ELECTRONIC VERSIONS OF MATERIALS RELATING TO THE OFFER OR POSSIBLE OFFER.

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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 MICROSITE. THE MICROSITE IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH TUNGSTEN CORPORATION PLC REGARDS AS UNDULY ONEROUS.

THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE“INFORMATION”) PUBLISHED BY TUNGSTEN AND/OR EACH OF THE OFFERORS RELATING TO THE OFFER AND/OR POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THIS 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.

Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you live, it may affect your rights. This notice and the information contained herein may be altered or updated from time to time, and should be read in full carefully each time you visit this part of the website. In addition, the contents of the Microsite may be amended at any time, in whole or in part, at Tungsten’s sole discretion.

Nothing on the Microsite, nor anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer for sale or subscription or any solicitation for any offer to purchase or subscribe for any securities, or the solicitation of any votes attaching to securities which are or may be the subject of the Offer and/or Possible Offer in any jurisdiction in which such offer or solicitation is unlawful.

Unless the context otherwise requires, defined terms shall have the same meaning as given in the scheme document published by Tungsten on 25 April 2022.

Access to the Microsite

To allow you to view the Information, you must read this notice in its entirety and then click “CONFIRM”. If you are unable to confirm you must click “DECLINE”.

Overseas Persons

Viewing the Information you are seeking to access may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view the Information. Any persons outside the United Kingdom who wish to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.

The Information must not be released or otherwise forwarded, distributed or sent, directly or indirectly, in whole or in part, in or into Canada, Japan, Australia or the Republic of South Africa or any other restricted jurisdiction (together a “Restricted Jurisdiction”).

If you are not a resident of or located in a Restricted Jurisdiction, you may access any communication or document in relation to the Offer and/or Possible Offer but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction. If you are not permitted to view any communication or document in relation to the Offer and/or Possible Offer by virtue of applicable laws or regulatory requirements, please exit this Microsite.

Copies of the contents of the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent, in whole or in part, directly or indirectly, in or into a Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from a restricted jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any jurisdiction where it would be unlawful to do so.

Notice to US Investors

The Offer relates to shares in an English company and is proposed to be made by means of a scheme of arrangement under English company law (“Scheme”). U.S. Tungsten Shareholders should note that the Scheme relates to the shares of an English company and will be governed by English law. Neither the U.S. proxy solicitation rules nor the tender offer rules under the U.S. Securities Exchange Act of 1934, as amended, will apply to the Offer and the Scheme. Moreover, the Offer and the Scheme are subject to the disclosure requirements and practices applicable in England to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules. Financial information included in this Document has been prepared in accordance with accounting standards applicable in the UK and may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

It may be difficult for U.S. Tungsten Shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since Bidco and Tungsten are located in a non-U.S. jurisdiction, and some or all of their officers and directors are residents of non-U.S. jurisdictions. U.S. Tungsten Shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgement.

In accordance with the Takeover Code and normal UK practice, (a) Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, shares or other securities of Tungsten outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn and (b) Canaccord Genuity and its affiliates will continue to act as an exempt principal trader in Tungsten securities on the London Stock Exchange. If purchases or arrangements to purchase were to be made as contemplated by clause (a) of this paragraph, they would occur either in the open market at prevailing prices or in private transactions at negotiated prices, and any information about such purchases or arrangements to purchase would be disclosed as required in the UK, would be reported to a Regulatory Information Service and would be available on the London Stock Exchange website at www.londonstockexchange.com. Purchases contemplated by clause (b) of this paragraph that are required to be made public in the United Kingdom pursuant to the Takeover Code would be reported to a Regulatory Information Service and would be available on the London Stock Exchange website at www.londonstockexchange.com. Information would also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Basis of access

The Information is made available in good faith and 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 Offer and/or Possible Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

The Information has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers and the Information 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.

If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. None of Tungsten nor any of its advisors, nor any of the Parties or any of their advisers, assumes any responsibility for any violation by any person of any of these restrictions.

Responsibility

The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite, and neither Tungsten nor any of its affiliated companies has, or accepts, responsibility or duty to update any such information, document or announcement. Tungsten reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.

In relation to any document, announcement or information contained in the Microsite, the only responsibility accepted by the directors of Tungsten is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.

Neither the directors of Tungsten, nor any of its 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 this Microsite by a third party.

Forward-looking statements

The Information (including information incorporated by reference) in this Microsite may contain forward-looking statements regarding the current expectations of the management of Tungsten, business strategy, plans and objectives of management for future operations and are naturally subject to uncertainty and changes in circumstances. All statements other than statements of historical facts included in any document may be forward looking statements. Forward-looking statements also often use words such as “anticipate”, “believe”, “intend”, “estimate”, “expect”, “target”, “may”, “should”, “will” and words of similar meaning. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances, and readers are cautioned not to place undue reliance on such statements. The important factors that could cause Tungsten’s actual results, performance or achievements to differ materially from those in the forward-looking statements include, among others, the satisfaction of any conditions to the Offer and/or Possible Offer. These forward-looking statements speak only as of the date of the respective documents. Tungsten expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required).

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

Other

If you are in any doubt about the contents of the 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 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.

Acceptance of Disclaimer

Viewers will confirm their understanding of the disclaimer by pressing “CONFIRM”, and could, if required, then be asked to verify their location before access to the documents is granted.

Electronic versions of the Information are not directed at or accessible by persons resident in any restricted jurisdiction. Accordingly, you may only access the Microsite if you are able to provide the below confirmations. If you are resident or located in any restricted jurisdiction, you must click on the relevant box below in order to exit the Microsite.

Confirmation of understanding and acceptance

In order to view the Information on the Microsite, please click on the “CONFIRM” box below. By clicking on the “CONFIRM” box below, you are making the following confirmations:

  • I have read and understood the notice set out above and agree to be bound by its terms.
  • I certify that I am a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information on the Microsite does not constitute a violation of the relevant laws of such jurisdiction and I am not acting on behalf of someone who is resident or located in a restricted jurisdiction.
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  • I represent and warrant to Tungsten Corporation PLC that I intend to access this Microsite for information purposes only, that I have read and understood the notice set out above and that I understand that it may affect my rights or responsibilities.

If you are not able to give these confirmations (as applicable), we cannot provide you with the Information on the Microsite and you should click on the “DECLINE” box below.

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