REG-Conroy Gold & Natural Resources Plc: Financing of £2.25 million
16/03/2021 07:05
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
EU REGULATION 596/2014 (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET
SOUNDINGS (AS DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE
MATTERS CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK MAR). UPON THE
PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THOSE
PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN
POSSESSION OF SUCH INSIDE INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE
PUBLIC DOMAIN.
16 March 2021
Conroy Gold and Natural Resources plc
(“Conroy Gold” or the “Company”)
Financing of £2.25 million
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold exploration and
development company focused on Ireland and Finland, is pleased to announce a
placing and subscription to raise a total of c.£1.87 million (before
expenses) (the “Fundraising”) in conjunction with the conversion of
c.£0.38 million of existing debt into new ordinary shares in the Company (the
“Debt Capitalisation”) for a total financing of £2.25 million (the
“Financing”).
The Financing has been arranged at 33 pence per share (the “Issue Price”),
being the closing mid-market price of an existing ordinary share on 15 March
2021. Each new ordinary share being issued pursuant to the Financing has a
one-for-one warrant attached, exercisable at 50 pence per share with a
two-year term (“Financing Warrant”) and a super warrant to be issued on a
one-for-one basis for any Financing Warrants exercised before 31 December
2021, each super warrant being exercisable at £1 per share, expiring on the
2(nd) anniversary of completion of the Financing (“Super Warrant”).
FINANCING SUMMARY
* Placing and subscription of 5,670,449 ordinary shares of €0.001 each
(“Ordinary Shares”) at a price of 33 pence per Ordinary Share to raise
£1,871,249 before expenses (the “Financing Shares”).
* In conjunction with the Fundraising certain parties, including Professor
Richard Conroy (Chairman of the Company), have also capitalised amounts owed
to them totalling £378,751 through the issue of 1,147,726 new Ordinary Shares
at the Issue Price (the “Debt Capitalisation Shares”).
* The Financing significantly strengthens the Company’s balance sheet and
working capital position. The funds raised will be used by the Company to
support activities in relation to the proposed joint venture (“JV”) with
Demir Export A.S. (“Demir Export”), announced on 25 February 2021, to meet
the commitments and associated costs on the Company’s various licences in
Ireland and Finland, for exploration drilling on the copper/gold licences in
Finland and for general working capital.
* Each Financing Share and Debt Capitalisation Share carries a warrant to
subscribe for one new Ordinary Share at a price of 50 pence per Ordinary Share
exercisable for a period of two years from the admission to trading on AIM of
the Financing Shares and the Debt Capitalisation Shares (“Admission”),
creating 6,818,175 Financing Warrants.
* Any warrant holder who exercises Financing Warrants on or before 31 December
2021 will also be issued with, for every Financing Warrant exercised, an
additional warrant to subscribe for one Ordinary Share at a price of 100 pence
(£1.00) per Ordinary Share, again with a life to expiry ending two years from
Admission. If all Financing Warrants are exercised before 31 December 2021,
6,818,175 Super Warrants would be created.
* Should all the above Financing Warrants be exercised on or before 31
December 2021 and subsequently all Super Warrants be exercised, this would
generate an additional c.£10.2 million of funding for the Company over and
above the £2.25 million secured through this Financing. There can be no
guarantee that any warrants will be exercised in the future and that any
additional proceeds over and above the amount immediately raised through the
Financing will be received by the Company.
* Certain directors have subscribed for a total of £21,500 in the Fundraising
at the Issue Price.
* The Fundraising has been arranged by First Equity Limited, the Company’s
joint broker.
* The Financing Shares will represent approximately 14.4 per cent. of the
enlarged issued share capital of the Company and have been subscribed for by a
combination of new investors and existing shareholders. The Financing
comprises 4,768,906 new Ordinary Shares to be issued to investors pursuant to
a placing arranged by First Equity Limited and 901,543 new Ordinary Shares to
be issued to certain existing and new investors pursuant to a subscription
with the Company.
* The Debt Capitalisation Shares will represent approximately 2.9 per cent. of
the enlarged issued share capital of the Company.
* The Financing has been conducted within the Company’s existing share
authorities and is conditional on admission of the Financing Shares and the
Debt Capitalisation Shares to trading on AIM becoming effective.
Professor Richard Conroy, Chairman, commented: “We are delighted with the
result of the Financing completed at yesterday’s prevailing mid-market
price. This sees a gross amount of £1.87m (before costs) being added to the
Company’s existing cash resources and a further £378,751 converted from
debt to equity in the Company.
As announced on 25(th) February 2021, Conroy Gold has engaged with Demir
Export on a proposed JV covering the Company’s gold projects in the
Longford-Down Massif. Demir Export belongs to the Koç Family who also own
the largest industrial conglomerate in Turkey, a Fortune Global 500 company
and Turkey’s leading investment holding company.
The letter of intent signed in respect of the JV proposal would also provide
the considerable injection of working capital needed for the development of
commercial mining operations at Clontibret and elsewhere along our district
scale gold trend. The proposed JV with Demir Export, if completed, would
mean a further €1 million payment being made to the Company together with an
initial €9 million of expenditure (excluding operator fees, Demir Export
in-house costs and minimum regulatory work commitments) over two phases which
would earn Demir Export a 40% interest in the Company’s Longford Down Massif
projects as a whole.
The third phase which will see expenditure by Demir Export of the additional
funds required to reach declaration of construction-ready status (i.e. a
bankable feasibility study or equivalent and all related mining permits
achieved) - for Clontibret and/or other mine developments will earn an
additional 17.5% interest in the development(s) thus increasing Demir
Export’s holding to a total of 57.5% in those development(s). At this point
Conroy Gold would retain a 42.5% interest with various further options
including a “Carry Loan” on capital expenditure to commercial production
enabling Conroy Gold to retain an externally funded 25% project interest with
minimal further cash outlay. This ongoing ownership aspect was a
particularly key element of the JV for the Company.
In the Longford-Down Massif, the Company has already delineated an existing
JORC compliant gold resource of 517,000 ounces and a series of targets across
the 65km long district scale gold trend.
The existing resource has been generated from drilling covering a small
fraction of the Clontibret gold target, with the majority of drilling to a
depth of less than 200m and a maximum depth of 350m. The Clontibret deposit
is geologically comparable to the Fosterville deposit in Victoria, Australia.
Engaging with Demir Export, a proposed JV partner with considerable financial
and operational strength, is exactly what is needed to accelerate our
exploration and mine development activities.
As we move forward to conclude the formal JV agreement, the Company is pleased
to secure this significant financing which changes the Company’s treasury
and balance sheet and supports the various business development activities
that are ongoing. We are seeking an efficient conclusion of the formal JV
agreement, advancement of gold exploration in Ireland and the drilling of key
targets at the Company’s Finland gold interests.
The Board believe that Conroy Gold is at a key value inflection point and we
are grateful for the support of shareholders and investors as we drive the
Company forward.”
DIRECTORS’ PARTICIPATION IN THE FUNDRAISING
Details of the subscriptions by certain of the Directors in the Fundraising at
the Issue Price and their resultant shareholdings immediately following
Admission are as follows:
Name Financing Shares being subscribed Value of the subscriptions at the Issue Price Ordinary Shares held following completion of the Financing Percentage of enlarged issued share capital
Maureen Jones (Managing Director) 39,090 £12,900 368,329 0.94%
Brendan McMorrow (Non-Executive Director) 26,060 £8,600 26,060 0.07%
DEBT CAPITALISATION
In conjunction with the Financing and conditional on Admission, certain
parties including Professor Richard Conroy (Chairman of the Company) and
certain former directors of the Company, have capitalised amounts owed to them
totalling £378,751. The debts will be satisfied through the issue by the
Company of a total of 1,147,726 Debt Capitalisation Shares. The Debt
Capitalisation Shares will have Financing Warrants attached and have an
entitlement to the Super Warrants.
As part of the Debt Capitalisation, Professor Richard Conroy is capitalising a
total of €152,918 (equivalent to £131,510) into 398,515 Debt Capitalisation
Shares at the Issue Price and will be issued with 398,515 Financing Warrants.
The remaining outstanding debt owing to Professor Conroy is now €130,000.
This debt is unsecured with no interest payable and there are no repayment or
maturity terms.
Upon completion of the Financing, Professor Richard Conroy will be interested
in 3,194,036 Ordinary Shares equivalent to 8.14% of the enlarged issued share
capital of the Company and 398,515 Financing Warrants. Of the shares
beneficially held by Professor Richard Conroy 192,942 are held by Conroy
P.L.C., a company in which he has a controlling interest.
In addition, Sor?a Conroy (a former director and existing shareholder of the
Company owning less than 3% of the issued share capital of the Company) is
capitalising a total of €225,000 (equivalent to £193,500) into 586,363 Debt
Capitalisation Shares at the Issue Price and will be issued with 586,363
Financing Warrants. Seamus Fitzpatrick (a former director and existing
shareholder of the Company owning less than 3% of the issued share capital of
the Company) is capitalising a total of €34,489 (equivalent to £29,661)
into 89,880 Debt Capitalisation Shares at the Issue Price and will be issued
with 89,880 Financing Warrants.
Other parties are capitalising a total of €28,000 (equivalent to £24,080)
into 72,968 Debt Capitalisation Shares at the Issue Price and will be issued
with a total of 72,968 Financing Warrants.
RELATED PARTY TRANSACTIONS
Participation by certain existing directors in the Fundraising
Maureen Jones, a director of the Company and therefore a related party of the
Company for the purposes of the AIM Rules for Companies, has subscribed for
39,090 Financing Shares at the Issue Price. The participation by Maureen Jones
in the Fundraising is deemed to be a related party transaction pursuant to
rule 13 of the AIM Rules for Companies.
Brendan McMorrow, a director of the Company and therefore a related party of
the Company for the purposes of the AIM Rules for Companies, has subscribed
for 26,060 Financing Shares at the Issue Price. The participation by Brendan
McMorrow in the Fundraising is deemed to be a related party transaction
pursuant to rule 13 of the AIM Rules for Companies.
Participation by Patrick O’Sullivan in the Fundraising
Patrick O’Sullivan, a substantial shareholder in the Company as defined in
the AIM Rules for Companies within the past 12 months and therefore a related
party of the Company for the purposes of the AIM Rules for Companies, has
subscribed for 227,272 Financing Shares at the Issue Price. The participation
by Patrick O’Sullivan in the Fundraising is deemed to be a related party
transaction pursuant to rule 13 of the AIM Rules for Companies.
Debt Capitalisation by Professor Richard Conroy
Professor Richard Conroy, a director of the Company and therefore a related
party of the Company for the purposes of the AIM Rules for Companies, has
participated in the Debt Capitalisation and is being issued with 398,515 Debt
Capitalisation Shares at the Issue Price and 398,515 Financing Warrants. The
participation by Professor Richard Conroy in the Debt Capitalisation is deemed
to be a related party transaction pursuant to rule 13 of the AIM Rules for
Companies.
The Independent Directors of the Company for the purposes of the Financing
(being Howard Bird and Professor Garth Earls) consider, having consulted with
the Company’s nominated adviser, Allenby Capital Limited, that the terms of
the related party transactions are fair and reasonable insofar as the
Company’s shareholders are concerned.
ADMISSION, WARRANTS AND TOTAL VOTING RIGHTS
The issue of the Financing Shares, the Debt Capitalisation Shares and the
possible issue of new Ordinary Shares from the exercise of the Financing
Warrants and the Super Warrants, will be undertaken pursuant to the
Company’s existing share authorities.
An application will be made shortly to the London Stock Exchange for Admission
of the Financing Shares and the Debt Capitalisation Shares. It is expected
that Admission will become effective and that dealings in the Financing Shares
and the Debt Capitalisation Shares on AIM will commence on or around 29 March
2021. The Ordinary Shares now settle as CREST Depository Interests
(“CDI”).
First Equity Limited will be issued with 476,890 Financing Warrants as part of
their role in arranging the Fundraising. These Financing Warrants will be on
the same terms as the Financing Warrants issued pursuant to the Fundraising
and Debt Capitalisation.
Upon completion of the Financing, there will be a total of 7,295,065 Financing
Warrants in issue.
The Financing Warrants and the Super Warrants will not be admitted to trading
on AIM or any other stock market and will not be transferable. The issuance of
the Warrants is subject to Admission.
In accordance with the FCA’s Disclosure Guidance and Transparency Rules, the
Company confirms that on completion of the Financing and the Debt
Capitalisation, and following Admission, the Company’s enlarged issued
ordinary share capital will comprise 39,262,880 Ordinary Shares.
The Company does not hold any Ordinary Shares in Treasury. Therefore,
following Admission, the above figure may be used by shareholders in the
Company as the denominator for the calculations to determine if they are
required to notify their interest in, or a change to their interest in the
Company, under the FCA’s Disclosure Guidance and Transparency Rules.
Further information is available through the Company’s website:
www.conroygold.com
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
Brandon Hill Capital Limited (Joint Broker) Tel: +44-20-3463-5000
Jonathan Evans
First Equity Limited (Joint Broker) Tel: +44-20-7330-1883
Jason Robertson
Lothbury Financial Services Tel: +44-20-3290-0707
Michael Padley
Hall Communications Tel: +353-1-660-9377
Don Hall
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name Professor Richard Conroy
2 Reason for the notification
a) Position/status Chairman
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Conroy Gold and Natural Resources plc
b) LEI 635400YIAKIIDS7JKF64
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 Identification code CONROY GOLD AND NATURAL RESOURCES ORDINARY SHARES OF €0.001 IE00BZ4BTZ13
b) Nature of the transaction Conversion of Debt
c) Price(s) and volume(s) Price(s) £0.33 Volume(s) 398,515
d) Aggregated information - Aggregated volume - Price N/A (single transaction)
e) Date of the transaction 16 March 2021
f) Place of the transaction Outside of a trading venue
1 Details of the person discharging managerial responsibilities / person closely associated
a) Name
Maureen Jones Managing Director
Brendan McMorrow Non-Executive Director
2 Reason for the notification
a) Position/status See 1a) above
b) Initial notification /Amendment Initial Notification
3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a) Name Conroy Gold and Natural Resources plc
b) LEI 635400YIAKIIDS7JKF64
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 Identification code CONROY GOLD AND NATURAL RESOURCES ORDINARY SHARES OF €0.001 IE00BZ4BTZ13
b) Nature of the transaction Participation in placing of new ordinary shares
c) Price(s) and volume(s) Price(s): £0.33 Volumes:
Maureen Jones 39,090
Brendan McMorrow 26,060
d) Aggregated information - Aggregated volume - Price N/A (single transaction)
e) Date of the transaction 16 March 2021
f) Place of the transaction Outside of a trading venue
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