REG - Condor Gold PLC - Condor Gold Raises £3.25m Via Private Placement
14/06/2022 07:00
For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20220614:nRSN7264Oa&default-theme=true
RNS Number : 7264O Condor Gold PLC 14 June 2022
Condor Gold plc
7/8 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
14 June
2022
Condor Gold plc
("Condor", "Condor Gold" or the "Company")
Condor Gold Raises £3.25 Million Via a Private Placement of New Ordinary
Shares
Condor Gold (AIM: CNR; TSX: COG) is pleased to announce a placing of
11,607,149 Units (as defined below) at a price of 28p per Unit (the "Placing
Price") for aggregate gross proceeds of approximately £3.25 million before
expenses (the "Placing"), including a Directors subscription of 1,833,573
Units ("Directors Subscription "). The Placing has been undertaken by the
Company and its broker, SP Angel, with institutional and other investors.
Completion of the Placing is conditional upon admission of the Units to
trading on AIM, expected to be on or around 17 June 2022. The Company has
received conditional approval from the Toronto Stock Exchange (the "TSX") for
the Placing.
Mark Child, Chairman and Chief Executive Officer of Condor, commented:
"Condor Gold has conducted a private placement, issuing new ordinary shares
representing approximately 7.9% of the Company's existing issued share
capital, to raise gross proceeds of approximately £3.25 million. The
placement proceeds will be primarily used to complete a Feasibility Study at
the La India Project (the "Project"), increasing the confidence of the
Project, incorporating a Feasibility Level engineering design, and +/- 15%
capital and operating costs. The Feasibility Study will be a key document as
the Company seeks to secure Project financing ahead of Project construction".
Details of the Placing and Directors Subscription
Each unit (a "Unit") is comprised of one ordinary share (an "Ordinary Share")
in the Company with a nominal or par value of 20p each and one-half of one
Ordinary Share purchase warrant (each whole Ordinary Share purchase warrant, a
"Warrant"). Each Warrant, which is unlisted and fully transferable, will
entitle the holder thereof to purchase one Ordinary Share at a price of 35p
for a period of 36 months from the date on which the Units are issued pursuant
to the Placing. All of the securities comprising the Units are subject to
resale restrictions into Canada which will expire four months and one day from
the date of issue.
A total of 11,607,149 Units have been placed with placees at the Placing Price
to raise gross proceeds of approximately £3.25 million.
As part of the Placing, the Company advises that through the Directors
Subscription three Directors of the Company, namely Mark Child, Andrew Cheatle
and Jim Mellon, have subscribed for 30,000, 17,858 and 1,785,715 Units,
respectively, for a total of 1,833,573 Units. The percentage shareholdings
detailed below are calculated post admission of the new Ordinary Shares to
AIM.
Jim Mellon has subscribed (the "Mellon Subscription"), through Galloway
Limited, a limited company which is wholly owned by Burnbrae Group Limited,
which is in turn wholly owned by Jim Mellon, for a total of 1,785,715 Units
for a sum of £500,000. Following completion of the Mellon Subscription and
after giving effect to the Placing, Jim Mellon shall beneficially own or
control, directly and indirectly, 29,694,226 Ordinary Shares, representing
approximately 18.7% of the issued Ordinary Shares (on a basic basis).
Mark Child has subscribed (the "Child Subscription") for a total of 30,000
Units for a sum of £8,400. Following completion of the Child Subscription and
after giving effect to the Placing, Mark Child shall beneficially own or
control, directly and indirectly, 4,260,000 Ordinary Shares, representing
approximately 2.7% of the issued Ordinary Shares (on a basic basis).
Andrew Cheatle has subscribed (the "Cheatle Subscription") for a total of
17,858 Units for a sum of £5,000. Following completion of the Cheatle
Subscription and after giving effect to the Placing, Andrew Cheatle shall
beneficially own or control, directly and indirectly, 163,099 Ordinary Shares,
representing approximately 0.1% of the issued Ordinary Shares (on a basic
basis).
Application has been made for the new Ordinary Shares to be admitted to
trading on AIM ("Admission"), with Admission of the new Ordinary Shares
expected to occur on or around 17 June 2022.
The new Ordinary Shares will rank pari passu with the existing Ordinary
Shares, including the right to receive all dividends and other distributions
declared after the date of their issue.
Following Admission of the new Ordinary Shares the Company will have
158,537,864 Ordinary Shares with a nominal or par value of 20p each in issue
with voting rights and admitted to trading on AIM and this figure may be used
by shareholders
(http://www.investegate.co.uk/Article.aspx?id=201208021618392062J) in the
Company as the denominator for the calculation by which they will determine if
they are required to notify their interest in, or a change to their interest
in, the share capital of the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
The placement proceeds will be primarily used to complete a Feasibility Study,
increasing the confidence of the Project, incorporating a Feasibility Level
engineering design, and +/- 15% capital and operating costs. This in turn will
be a key document as the Company seeks to secure Project financing ahead of
Project construction.
Canadian Securities Law Matters
The Directors Subscription will constitute a related party transaction
pursuant to Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). The Company is exempt from the
requirements to obtain a formal valuation and minority shareholder approval in
connection with the Directors Subscription in reliance on sections 5.5(a) and
5.7(a), respectively, of MI 61-101, as neither the fair market value of the
securities received by such parties nor the proceeds for such securities
received by the Company exceeds 25% of the Company's market capitalisation as
calculated in accordance with MI 61-101. The board of directors of the Company
has approved the Placing, with Jim Mellon abstaining from voting.
TSX Matters
The Company is relying on the exemption provided for pursuant to Section 602.1
of the TSX Company Manual (the "Manual") from the requirements of the Manual
and the TSX related to the Placing, including the requirements of Section
604(a) of the Manual relating to obtaining shareholder approval of the
Placing, as the Company is an "Eligible Interlisted Issuer" as defined in the
Manual.
Special note concerning the Market Abuse Regulation
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 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR. Market soundings, as defined in MAR, were taken in respect of the
Placing, with the result that certain persons became aware of inside
information, as permitted by MAR. That inside information is set out in this
announcement. Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information relating to
the Company and its securities.
- Ends -
For further information please visit www.condorgold.com or contact:
Condor Gold plc Mark Child, Chairman and CEO
+44 (0) 20 7493 2784
Beaumont Cornish Limited Roland Cornish and James Biddle
+44 (0) 20 7628 3396
SP Angel Corporate Finance LLP Ewan Leggat
+44 (0) 20 3470 0470
H&P Advisory Limited Andrew Chubb and Nilesh Patel
+44 207 907 8500
BlytheRay Tim Blythe and Megan Ray
+44 (0) 20 7138 3204
About Condor Gold plc:
Condor Gold plc was admitted to AIM in May 2006 and dual listed on the TSX in
January 2018. The Company is a gold exploration and development company with a
focus on Nicaragua.
In August 2018, the Company announced that the Ministry of the Environment in
Nicaragua had granted the Environmental Permit ("EP") for the development,
construction and operation of a processing plant with capacity to process up
to 2,800 tonnes per day at its wholly-owned La India gold Project ("La India
Project"). The EP is considered the master permit for mining operations in
Nicaragua.
La India Project contains a Mineral Resource of 9,850 Kt at 3.6 g/t gold for
1.14 M oz gold in the Indicated category and 8,479 Kt at 4.3 g/t gold for 1.18
M oz gold in the Inferred category. A gold price of $1,500/oz and a cut-off
grade of 0.5 g/t and 2.0 g/t gold were assumed for open pit and underground
resources, respectively. A cut-off grade of 1.5 g/t gold was furthermore
applied within a part of the Inferred Resource. Mineral Resources are not
Mineral Reserves and do not have demonstrated economic viability. There is no
certainty that any part of the Mineral Resources will be converted to Mineral
Reserves.
Environmental Permits were granted in April and May 2020 for the Mestiza and
America open pits respectively, both located close to La India. The Mestiza
open pit hosts 92 Kt at a grade of 12.1 g/t gold (36,000 oz contained gold) in
the Indicated Mineral Resource category and 341 Kt at a grade of 7.7 g/t gold
(85,000 oz contained gold) in the Inferred Mineral Resource category. The
America open pit hosts 114 Kt at a grade of 8.1 g/t gold (30,000 oz) in the
Indicated Mineral Resource category and 677 Kt at a grade of 3.1 g/t gold
(67,000 oz) in the Inferred Mineral Resource category. Following the
permitting of the Mestiza and America open pits, together with the La India
Open Pit Condor has 1.12 M oz gold open pit Mineral Resources permitted for
extraction.
Disclaimer
Neither the contents of the Company's website nor the contents of any website
accessible from hyperlinks on the Company's website (or any other website) is
incorporated into, or forms part of, this announcement.
Qualified Persons
The technical and scientific information in this press release has been
reviewed, verified and approved by Andrew Cheatle, P.Geo., who is a "qualified
person" as defined by NI 43-101 and Gerald D. Crawford, P.E., who is a
"qualified person" as defined by NI 43-101 and is the Chief Technical Officer
of Condor Gold plc.
Technical Information
Certain disclosure contained in this news release of a scientific or technical
nature has been summarised or extracted from the technical report entitled
"Technical Report on the La India Gold Project, Nicaragua, October 2021",
dated October 22, 2021, with an effective date of September 9, 2021 (the
"Technical Report"), prepared in accordance with NI 43-101. The Technical
Report was prepared by or under the supervision of Tim Lucks, Principal
Consultant (Geology & Project Management), Gabor Bacsfalusi, Principal
Consultant (Mining), Benjamin Parsons, Principal Consultant (Resource
Geology), each of SRK Consulting (UK) Limited, and Neil Lincoln of Lycopodium
Minerals Canada Ltd., each of whom is an independent "qualified person" as
defined by NI 43-101.
Forward Looking Statements
All statements in this press release, other than statements of historical
fact, are 'forward-looking information' with respect to the Company within the
meaning of applicable securities laws, including, but not limited to,
statements with respect to: the use of proceeds of the Placing; the admission
of the Units to trading on the AIM; the impact of a Feasibility Study on,
including investor confidence in, the Project; and the ability of the Company
to access future financing. Forward-looking information is often, but not
always, identified by the use of words such as: "seek", "anticipate", "plan",
"continue", "strategies", "estimate", "expect", "Project", "predict",
"potential", "targeting", "intends", "believe", "potential", "could", "might",
"will" and similar expressions. Forward-looking information is not a guarantee
of future performance and is based upon a number of estimates and assumptions
of management at the date the statements are made including, among others,
assumptions regarding: future commodity prices and royalty regimes;
availability of skilled labour; timing and amount of capital expenditures;
future currency exchange and interest rates; the impact of increasing
competition; general conditions in economic and financial markets;
availability of drilling and related equipment; effects of regulation by
governmental agencies; the receipt of required permits; royalty rates; future
tax rates; future operating costs; availability of future sources of funding;
ability to obtain financing and assumptions underlying estimates related to
adjusted funds from operations. Many assumptions are based on factors and
events that are not within the control of the Company and there is no
assurance they will prove to be correct.
Such forward-looking information involves known and unknown risks, which may
cause the actual results to be materially different from any future results
expressed or implied by such forward-looking information, including, risks
related to: mineral exploration, development and operating risks; estimation
of mineralisation and resources; environmental, health and safety regulations
of the resource industry; competitive conditions; operational risks; liquidity
and financing risks; funding risk; exploration costs; uninsurable risks;
conflicts of interest; risks of operating in Nicaragua; government policy
changes; ownership risks; permitting and licencing risks; artisanal miners and
community relations; difficulty in enforcement of judgments; market
conditions; stress in the global economy; current global financial condition;
exchange rate and currency risks; commodity prices; reliance on key personnel;
dilution risk; payment of dividends; as well as those factors discussed under
the heading "Risk Factors" in the Company's annual information form for the
fiscal year ended December 31, 2021 dated March 29, 2022 and under the heading
"Risks and Uncertainties" in the Company's management discussion and analysis
for the three months ended March 31, 2022, available under the Company's SEDAR
profile at www.sedar.com.
Although the Company has attempted to identify important factors that could
cause actual actions, events or results to differ materially from those
described in forward-looking information, there may be other factors that
cause actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that such information will prove to be
accurate as actual results and future events could differ materially from
those anticipated in such statements. The Company disclaims any intention or
obligation to update or revise any forward-looking information, whether as a
result of new information, future events or otherwise unless required by law.
Jim Mellon
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Jim Mellon
2 Reason for notification
a) Position / status Non-Executive Director
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Condor Gold plc
b) LEI 213800PFKETQA86RHL82
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 1,785,715 units of Condor Gold plc, each consisting of one ordinary share of
20p each in the Company (each, an "Ordinary Share") and one-half of one
Ordinary Share purchase warrant
Identification code
ISIN GB00B8225591
Nature of the transaction Director's participation in a Subscription
c) Price(s) and volumes(s)
Price(s) Volumes(s)
28 pence 1,785,715
d) Aggregated information n/a
e) Date of the transaction 14 June 2022
f) Place of the transaction London Stock Exchange, AIM (XLON)
d)
Aggregated information
n/a
e)
Date of the transaction
14 June 2022
f)
Place of the transaction
London Stock Exchange, AIM (XLON)
Andrew Cheatle
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Andrew Cheatle
2 Reason for notification
a) Position / status Non-Executive Director
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Condor Gold plc
b) LEI 213800PFKETQA86RHL82
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 17,858 units of Condor Gold plc, each consisting of one ordinary share of 20p
each in the Company (each, an "Ordinary Share") and one-half of one Ordinary
Share purchase warrant
Identification code
ISIN GB00B8225591
Nature of the transaction Director's participation in a Subscription
c) Price(s) and volumes(s)
Price(s) Volumes(s)
28 pence 17,858
d) Aggregated information n/a
e) Date of the transaction 14 June 2022
f) Place of the transaction London Stock Exchange, AIM (XLON)
d)
Aggregated information
n/a
e)
Date of the transaction
14 June 2022
f)
Place of the transaction
London Stock Exchange, AIM (XLON)
Mark Child
1 Details of the person discharging managerial responsibilities / person closely
associated
a) Name Mark Child
2 Reason for notification
a) Position / status Executive Chairman
b) Initial notification Initial
/Amendment
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor
a) Name Condor Gold plc
b) LEI 213800PFKETQA86RHL82
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 30,000 units of Condor Gold plc, each consisting of one ordinary share of 20p
each in the Company (each, an "Ordinary Share") and one-half of one Ordinary
Share purchase warrant
Identification code
ISIN GB00B8225591
Nature of the transaction Director's participation in a Subscription
c) Price(s) and volumes(s)
Price(s) Volumes(s)
28 pence 30,000
d) Aggregated information n/a
e) Date of the transaction 14 June 2022
f) Place of the transaction London Stock Exchange, AIM (XLON)
d)
Aggregated information
n/a
e)
Date of the transaction
14 June 2022
f)
Place of the transaction
London Stock Exchange, AIM (XLON)
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END IOESFAEFDEESEDMRecent news on Condor Gold
See all newsREG - Condor Gold PLC - Total Voting Rights
AnnouncementREG - AIM - AIM Notice - 15/12/2023
AnnouncementREG - Condor Gold PLC - Increase Fund Raise: £1,851,999 Issue of Equity
AnnouncementREG - Condor Gold PLC - Condor Gold Provides Update on the Sale of Assets
AnnouncementREG - Condor Gold PLC - Exercise of Options
Announcement