DISCLAIMER - IMPORTANT
Recommended acquisition of the entire issued and to be issued share capital of Zinnwald Lithium plc (“Zinnwald Lithium”) by AMG Lithium B.V. (“AMG Lithium”), a direct wholly-owned subsidiary of AMG Critical Materials N.V. (“AMG”) (the “Acquisition”).
You are attempting to enter the area of the website that is designated for the publication of electronic versions of materials relating to the Acquisition (the “Microsite”). Access to this Microsite may be restricted under securities laws in certain jurisdictions and this Microsite is not directed at, and is not intended to be accessible by, persons resident in any such jurisdiction. You are therefore required to confirm certain matters (including that you are not resident in such a jurisdiction) before you obtain access.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY ZINNWALD LITHIUM AND/OR AMG AND/OR AMG LITHIUM RELATING TO THE ACQUISITION. THE INFORMATION AND THE MICROSITE 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.
If you would like access to the Information contained on the Microsite please read this notice carefully – it applies to all persons who view this Microsite and the Information and, depending on where you live, it may affect your rights or responsibilities. AMG and AMG Lithium reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of AMG or AMG Lithium.
Basis of access
Unless otherwise defined in this notice, terms defined in the announcement of the Acquisition dated 14 May 2026 shall have the same meaning when used in this notice.
The Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, any document by which the Takeover Offer is made) which, together with the Forms of Proxy, will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote, acceptance or approval pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Information speaks only at the date of the relevant document or announcement and neither Zinnwald Lithium, AMG nor AMG Lithium nor its or their affiliated persons or companies (including any subsidiaries), nor any of its or their respective directors, officers or advisers has, nor accepts, any responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation) and AMG and AMG Lithium reserve the right to add to, remove or amend any Information reproduced on the Microsite at any time.
If you are in doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from your stockbroker, bank manager, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 of the United Kingdom (if you are in the United Kingdom) or from another appropriately authorised independent financial adviser if you are taking advice in a territory outside the United Kingdom.
The Information contained in this Microsite is subject to, and must be read in conjunction with, all other publicly available information and, where relevant, any further disclosure document(s) published by Zinnwald Lithium, AMG and/or AMG Lithium.
This notice shall be governed by and construed in accordance with the laws of England and Wales.
Responsibility
In relation to any Information contained in this Microsite, the only responsibility accepted by AMG and AMG Lithium and the directors or officers of AMG and AMG Lithium is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Zinnwald Lithium, AMG nor AMG Lithium, nor its or their affiliated persons or companies (including any subsidiaries), nor any of its or their respective directors, officers or advisers 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.
Overseas Persons
The release, publication or distribution of the Information in or into or from any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure of Zinnwald Lithium, AMG or AMG Lithium (each a “Restricted JurisdictionAny person resident or located outside the United Kingdom who wishes 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.
Unless otherwise determined by AMG and/or AMG Lithium or required by the City Code on Takeovers and Mergers (the “Code”), and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of the Information are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving the Information (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
If you are not resident or located in a Restricted Jurisdiction, you may access the Information 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 the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. Neither Zinnwald Lithium, AMG nor AMG Lithium, nor its or their affiliated companies (including any subsidiaries), nor any of their respective directors, officers or advisers assume any responsibility for any violation by any person of any of these restrictions.
This Microsite contains Information that has been prepared for the purposes of complying with the laws of England and Wales, the AIM Rule for Companies 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.
Forward looking statements
The Information contains statements which are, or may be deemed to be, “forward-looking statements”. Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which the AMG Group and the Zinnwald Lithium Group shall operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.
The forward-looking statements contained in the Information relate to the AMG Group’s and/or the Zinnwald Lithium Group’s respective future prospects, developments and business strategies, the expected timing and scope of the Acquisition and other statements other than historical facts. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes”, “estimates”, “will look to”, “would look to”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “synergy”, “strategy”, “goal”, “cost-saving”, “projects”, “intends”, “may”, “will”, “shall” or “should” or their negatives or other variations or comparable terminology. Forward-looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the AMG Group’s and the Zinnwald Lithium Group’s respective operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and governmental regulation on the AMG Group’s and the Zinnwald Lithium Group’s respective business.
Although AMG, AMG Lithium and Zinnwald Lithium believe that the expectations reflected in such forward-looking statements are reasonable, neither AMG, AMG Lithium nor Zinnwald Lithium (nor any of their respective associates, directors, officers or advisers) can give any assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.
These factors include, but are not limited to: (i) the ability to complete the Acquisition; (ii) the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; (iii) changes in the global, political, economic, business and competitive environments and in market and regulatory forces; (iv) changes in future exchange and interest rates; (v) changes in tax rates; (vi) future business combinations or disposals; (vii) changes in general economic and business conditions; (viii) changes in the behaviour of other market participants; (ix) changes in the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which the AMG Group and the Zinnwald Lithium Group respectively operate; (x) weak, volatile or illiquid capital and/or credit markets; (xi) changes in the degree of competition in the geographic and business areas in which the AMG Group and the Zinnwald Lithium Group respectively operate; (xii) changes in laws or in supervisory expectations or requirements; and (xiii) any epidemic or pandemic or disease outbreak or global health crisis. Other unknown or unpredictable factors could cause actual results to differ materially from those expected, estimated or projected in the forward-looking statements. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions proves incorrect, actual results may differ materially from those expected, estimated or projected. Such forward-looking statements should therefore be construed in light of such factors.
Neither of AMG, AMG Lithium or Zinnwald Lithium, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in the Information will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements.
Specifically, statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. Due to the scale of the AMG Group and the Zinnwald Lithium Group, there may be additional changes to the AMG Group’s and/or Zinnwald Lithium Group’s respective operations. As a result, and given the fact that the changes relate to the future, the resulting cost synergies may be materially greater or less than those estimated.
The forward-looking statements speak only at the date of the relevant announcement, document or information. All subsequent oral or written forward-looking statements attributable to AMG, AMG Lithium or any other member of the AMG Group, Zinnwald Lithium or any other member of the Zinnwald Lithium Group, or any of their respective associates, directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
The Zinnwald Lithium Group, Zinnwald Lithium, the AMG Group, AMG and AMG Lithium (and their respective associates, directors, officers or advisers) expressly disclaim any intention or obligation to update or revise any forward-looking statements, other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.
Unless expressly stated otherwise, no statement in contained in the Information nor on this Microsite is intended to constitute a profit forecast or quantified financial benefits statement for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for Zinnwald Lithium, AMG or AMG Lithium (or their affiliated companies, including any subsidiaries) as appropriate.
