REG - Chaarat Gold Hlgs Ld - Grant of Share Options

Chaarat Gold HoldingsAnnouncement

12/10/2023 12:45

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RNS Number : 9644P  Chaarat Gold Holdings Ltd  12 October 2023

12 October 2023

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Working Capital Facility

 

Chaarat Gold (AIM: CGH), the AIM-quoted exploration and development company
with assets at various stages of development in the Kyrgyz Republic, is
pleased to announce that it has entered into a new US$5 million secured
working capital facility arrangement (the "Facility") with its largest
shareholder, Labro Investments Limited ("Labro").  The Facility carries
interest at 12% per annum and must be repaid no later than 31 July 2024.  The
key terms of the Facility are below.

 

The new US$5 million facility (combined with the US$5 million cash
consideration already received from the sale of Kapan) will enable Chaarat to
repay its existing working capital facilities in full and will provide Chaarat
with sufficient operational funding through to Q3 2024.

 

 

David Mackenzie, Chief Financial Officer, said:

"Chaarat appreciates the continued strong support from our largest shareholder
which enables the Company to continue towards the development of its Kyrgyz
assets. The new facility will provide sufficient operational funding for
Chaarat to continue to work constructively with the holders of its convertible
loan notes and towards the completion of a fully-financed first phase
development of Tulkubash."

 

 

Key terms of the Facility

 

•     Principal amount of US$5 million available for drawdown in four
tranches.

•     Repayment date no later than 31 July 2024.

•     Interest rate of 12% per annum.

•     Security in the form of a charge over the Company's assets
(excluding its wholly-owned subsidiary, Zaav Holdings Limited ("ZHL"), which
is already charged to the holders of the Company's convertible loan notes) and
an option for Labro to take a second fixed charge (subordinated to the charge
in favour of the convertible loan noteholders) over ZHL.

•     A 5% commitment fee to be satisfied by the issue to Labro of
4,000,000 new ordinary shares of US$0.01 each in the Company (the "Commitment
Fee Shares"). The shares are to be issued at 5p/share price at USD/GBP 1.25.

 

Related Party Transaction

 

The Facility constitutes a related party transaction under AIM Rule 13 of the
AIM Rules for Companies as Labro is a substantial shareholder of the Company
and Martin Andersson (the executive chair of Chaarat) is indirectly
beneficially interested in the majority of the shares in Labro. The
independent directors of the Company for the purposes of this transaction
(being all of the Company's Directors save Martin Andersson) consider, having
consulted with the Company's Nominated Adviser, that the terms of the Facility
are fair and reasonable insofar as the Company's shareholders are concerned.

 

Regulation 19 Waiver

 

There is a provision in the Company's articles of association ("Regulation
19") which states that the Board has the right to require any holder of more
than 20% of ordinary shares in the capital of the Company (the "Ordinary
Shares") to make a mandatory offer to all the Company's shareholders to
acquire their Ordinary Shares if they acquire an additional interest in any
Ordinary Shares.

  Labro currently holds:

•            308,750,537 Ordinary Shares representing approximately 44.77 per cent of
        Chaarat's issued share capital; and
 •            a loan note for US$1,614,316 (the "Loan Note") convertible into 3,947,260
        Ordinary Shares assuming full conversion of principal and interest to maturity
        on 31 October 2023.

 

 Mr Andersson is personally beneficially interested in 6,969,592 Ordinary
 Shares representing 1.01% of Chaarat's issued share capital.  In addition,
 Mr Andersson also holds options to acquire 16,300,639 Ordinary Shares under
 the Company's 2019 management incentive plan.

 Following the issue of the Commitment Fee Shares, Labro's and Mr
 Andersson's combined shareholdings in the Company will be as follows:

        Undiluted*                                     Diluted for Loan Notes*         Fully diluted*
 Labro          312,750,537                    45.09%          316,697,797     45.40%          316,697,797     44.36%
 Mr Andersson   6,969,592                      1.00%           6,969,592       1.00%           23,270,231      3.26%
 Combined       319,720,129                    46.09%          323,667,389     46.40%          339,968,028     47.62%
 * Undiluted                   assumes issue of 4m Commitment Fee Shares and no other issue of new Ordinary
                Shares, including on exercise of existing options or on conversion of any
                existing convertible loan notes.
 * Diluted for Loan Notes      assumes issue of 4m Commitment Fee Shares and full conversion by Labro of the
                Loan Note principal and interest to maturity, no options to subscribe for
                Ordinary Shares exercised, no other convertible loan notes converted, and no
                other Ordinary Shares issued.
 * Fully diluted               assumes issue of 4m Commitment Fee Shares and full conversion by Labro of the
                Loan Note principal and interest to maturity, no other convertible loan notes
                converted, the exercise in full by Mr Andersson of his existing share
                options, no other options to subscribe for Ordinary Shares exercised, and no
                other Ordinary Shares issued.

 

 

Mr Andersson is personally beneficially interested in 6,969,592 Ordinary
Shares representing 1.01% of Chaarat's issued share capital.  In addition,
Mr Andersson also holds options to acquire 16,300,639 Ordinary Shares under
the Company's 2019 management incentive plan.

 

Following the issue of the Commitment Fee Shares, Labro's and Mr
Andersson's combined shareholdings in the Company will be as follows:

                Undiluted*                                     Diluted for Loan Notes*         Fully diluted*
 Labro          312,750,537                    45.09%          316,697,797     45.40%          316,697,797     44.36%
 Mr Andersson   6,969,592                      1.00%           6,969,592       1.00%           23,270,231      3.26%
 Combined       319,720,129                    46.09%          323,667,389     46.40%          339,968,028     47.62%
 * Undiluted                   assumes issue of 4m Commitment Fee Shares and no other issue of new Ordinary
                               Shares, including on exercise of existing options or on conversion of any
                               existing convertible loan notes.
 * Diluted for Loan Notes      assumes issue of 4m Commitment Fee Shares and full conversion by Labro of the
                               Loan Note principal and interest to maturity, no options to subscribe for
                               Ordinary Shares exercised, no other convertible loan notes converted, and no
                               other Ordinary Shares issued.
 * Fully diluted               assumes issue of 4m Commitment Fee Shares and full conversion by Labro of the
                               Loan Note principal and interest to maturity, no other convertible loan notes
                               converted, the exercise in full by Mr Andersson of his existing share
                               options, no other options to subscribe for Ordinary Shares exercised, and no
                               other Ordinary Shares issued.

 

 

On 11 October 2023, the Board (excluding Martin Andersson) exercised its
discretion to waive the requirement for a mandatory offer under Regulation 19
of the Company's articles of association in respect of the issue of the
Commitment Fee Shares to Labro.

 

An application has been made to the London Stock Exchange for the Commitment
Fee Shares to be admitted to trading on AIM, and it is expected that
admission will become effective at or around 8:00am (London time) on 17
October 2023.

 

 

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018.

 

 

 

 Enquiries

 Chaarat Gold Holdings Limited                       +44 (0)20 7499 2612
 Martin Andersson (Executive Chair)                  IR@chaarat.com (mailto:IR@chaarat.com)

 Canaccord Genuity Limited (NOMAD and Joint Broker)  +44 (0)20 7523 8000
 Henry Fitzgerald-O'Connor
 James Asensio

 Cavendish Capital Markets Limited (Joint Broker)    +44 (0)20 7220 0500
 Neil McDonald

 Panmure Gordon (UK) Limited (Joint Broker)          +44 (0)20 7886 2500
 John Prior

 Hugh Rich

 

 

About Chaarat

Chaarat is an exploration and development company which owns the Tulkubash and
Kyzyltash gold projects in the Kyrgyz Republic. The Company has a clear
strategy to build a leading emerging markets gold company through organic
growth and selective M&A.

 

Chaarat aims to create value for its shareholders, employees and communities
from its high-quality gold and mineral deposits by building relationships
based on trust and operating to the best environmental, social and employment
standards. Further information is available at www.chaarat.com
(http://www.chaarat.com) (http://www.chaarat.com/) (http://www.chaarat.com) .

 

 

ENDS

Appendix 1 - PDMR form

 

 1                          Details of the person discharging managerial responsibilities / person closely
                            associated
 a)                         Name                                                         Labro Investments Limited
 2                          Reason for the notification
 a)                         Position / status                                            Person/Entity closely associated with the Chairman
 b)                         Initial notification / amendment                             Initial notification
 3                          Details of the issuer, emission allowance market participant, auction
                            platform, auctioneer or auction monitor
 a)                         Name                                                         Chaarat Gold Holdings Limited
 b)                         Legal entity identifier                                      213800T2A5CV84VTFJ70
 4                          Details of the transaction(s): section to be repeated for (i) each type of
                            instrument; (ii) each type of transaction; (iii) each date; and (iv) each
                            place where transactions have been conducted
 a)                         Description of the financial instrument, type of instrument  Ordinary shares of US$0.01 each
                            Identification code                                          VGG203461055
 b)                         Nature of the transaction                                    Remuneration in shares under a loan agreement
 c)                         Currency                                                     GBP
 d)                         Price(s) and volume(s)                                                         Price(s)          Volume(s)
                                                                                                           5p                4,000,000
 e)                         Aggregated information

                            ·    Aggregated volume                                       4,000,000

                            ·    Aggregated price                                        5 pence

                            ·    Aggregated total                                        £200,000
 f)                         Date of the transaction                                      11 October 2023
 g)                         Place of the transaction                                     XLON

 

 

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