Ann: ACB: Update on Schemes of Arrangement, page-2

Ok so here 'tis
October 2023
Updates on Scheme Implementation Deed Conditions Precedent: Botswana
Regulatory Approvals
A-Cap Energy Limited (ASX:ACB) (A-Cap or the Company) refers to the proposed scheme of
arrangement between A-Cap and its shareholders (Share Scheme) and the proposed scheme of
arrangement between A-Cap and its listed option holders (Option Scheme) (each a Scheme), under
which Lotus Resources Limited (Lotus) would acquire 100% of A-Cap’s issued shares and listed options,
pursuant to the scheme implementation deed between A-Cap and Lotus originally announced by the
Company to ASX on 13 July 2023 (SID) (the Transaction).
Receipt of Botswana regulatory approvals
A-Cap is pleased to announce that written confirmation has been received from the Minister of
Minerals and Energy of the Republic of Botswana, that the Minister has no objection to the intended
change in shareholding of the holder of the prospecting licence (PL2482/2023) or the mining licence
(ML2016/16L), which is to occur upon implementation of the Transaction.
Further, A-Cap announces that written confirmation has been received from the Competition &
Consumer Authority of Botswana that, pursuant to section 53 of the Competition Act (2018), the
Authority has unconditionally approved the proposed acquisition of the entire share capital of A-Cap by
Lotus.
Accordingly, the condition precedent to the Share Scheme relating to receipt of the Botswana
regulatory approvals, as set out in clause 3.1(s) of the SID, has been satisfied.
Remaining Conditions Precedent to be satisfied or waived
Further details regarding the conditions precedent to the Share Scheme and Option Scheme can be
found in clause 3.1 and clause 3.3 of the SID, respectively.
Implementation of the Schemes remain subject to the satisfaction of certain other conditions as
previously announced, including approval of A-Cap shareholders and A-Cap listed optionholders and
Court approval.
Scheme Meetings to be held on Friday, 20 October 2023
The Scheme meetings in respect of the Share Scheme (Share Scheme Meeting) and the Option Scheme
(Option Scheme Meeting) (together, the Scheme Meetings) are to be held on Friday, 20 October 2023,
with the Share Scheme Meeting commencing at 10:00 am (Perth time) and the Option Scheme Meeting
to commence at 11:00 am (Perth time). The Scheme Meetings are being held as hybrid meetings,
providing an opportunity for A-Cap shareholders and A-Cap optionholders to either attend in person at
2
Legal/84363457_2
52 Ord Street, West Perth, Western Australia 6005 or virtually via the online platform at
www.advancedshare.com.au/virtual-meeting.
A-CAP BOARD RECOMMENDATION
The Directors of A-Cap continue to unanimously recommend that:1
 A-Cap shareholders vote in favour of the Share Scheme at the Share Scheme Meeting, in the
absence of a Superior Proposal (as defined in the Scheme Booklet) and subject to the Independent
Expert continuing to conclude that the Share Scheme is in the best interests of A-Cap shareholders;
and
 A-Cap listed option holders vote in favour of the Option Scheme at the Option Scheme Meeting, in
the absence of a Superior Proposal (as defined in the Scheme Booklet) and subject to the
Independent Expert continuing to conclude that the Option Scheme is in the best interests of A-Cap
listed option holders.
Subject to those same qualifications, each member of the A-Cap Board intends to vote, or cause to be
voted, all A-Cap shares or A-Cap listed options held or controlled by them at the time of the Scheme
Meetings in favour of the Share Scheme or Option Scheme (as applicable).
FURTHER INFORMATION
A-Cap shareholders and A-Cap listed option holders should carefully read the Scheme Booklet in its
entirety, including the materials accompanying it, before deciding whether or not to vote in favour of
the Schemes. If you have any questions in relation to the Scheme Booklet or the Schemes, please
contact the A-Cap Shareholder Information Line on 1300 113 258 (within Australia) or +61 8 9389 8033
(outside Australia) between 8:30 am and 5:00 pm (AEDT) Monday to Friday, excluding public holidays.
A-Cap Energy’s Board has authorised the release of this announcement to the market.
For more information, please contact:
Mr Paul Ingram Mr Mal Smartt
Deputy Chairman Company Secretary
Phone: +61 8 6383 7836 Phone: +61 8 6383 7836
About A-Cap Energy
A-Cap Energy is an Australian resources company focused on the development of critical minerals serving the
world’s path to carbon net zero. Amid renewed global focus on nuclear energy, the company’s flagship Letlhakane
Uranium Project in Botswana hosts one of the world’s top 10 undeveloped uranium resources – 365.7 million pounds
of contained U3O8 (100ppm U3O8 cut-off). A-Cap’s Wilconi Project, which represents the company’s first nickelcobalt laterite project interest, is being advanced in response to the significant growth expectation in the supply of
battery materials to the OEM automotive and battery industries. The company aims to establish key strategic and

1
In respect of the recommendation of the A-Cap Directors in respect of the Schemes, A-Cap shareholders and A-Cap listed
optionholders should have regard to the interests of the A-Cap Directors in the outcome of the Scheme resolutions, which
may differ from those of other A-Cap shareholders and A-Cap listed optionholders. Given the total holding of each A-Cap
Director in A-Cap securities, the issue of the consideration under the Share Scheme and Option Scheme to the A-Cap Directors
(as applicable) will, on implementation of the Schemes, represent a benefit of: $402,669 for Mr Jiandong He (in his personal
capacity) and $33,693,977 through his Relevant Interest in Singapore Shenke International Investment Pte. Ltd, $1,177,016 for
Mr Paul Ingram, $1,520,793 for Mr Michael Liu, $559,433 for Mr Jijing Niu, $433,772 for Mr Mark Syropoulo, $397,357 for Mr
Zhenwei Li and $56,814 for Mr Andrew Tunks, in each case based on the closing price of Lotus shares on ASX on 12 September
2023 (being the Last Practicable Date, as that term is defined in the Scheme Booklet)

GLAH Mal ..