Result of EGM and Issue of Equity
26/02/2014 14:19
26 February 2014
Conroy Gold and Natural Resources plc
("Conroy" or "the Company")
Result of EGM, Allotment of Shares and further Debt Conversion of 315,000
* Resolution providing for Capital Reorganisation passed
* Allotment of 33,333,336 ordinary shares at 1.5p sterling raising 500,000
* Further conversion of unsecured convertible debt amounting to 315,000 by
directors of the Company at 2.65 pence per share
Capital Reorganisation and Subscription
Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland,
announces that, at the Company's Extraordinary General Meeting held earlier
today, the resolution to change each of the existing 306,779,844 Ordinary
Shares of ?0.03 each into one Ordinary Share of ?0.01 per share and one
Deferred Share of ?0.02 per share was passed unanimously .In addition, the
fundraising announced on 3 February 2014 raising 500,000, through a
subscription (the "Subscription") of 33,333,336 Ordinary Shares of ?0.01 in the
capital of the Company (the "Subscription Shares") at a price of 1.5 pence
Sterling per share ("Subscription Price") was completed.
Following implementation of the Capital Reorganisation and admission of the
Subscription Shares to trading on AIM and Enterprise Securities Market operated
by the Irish Stock Exchange Limited ("ESM") on 28 February 2014, the Company
will have 340,113,180 Ordinary Shares of ?0.01 in issue.
Debt Capitalisation
Professor Richard Conroy and Miss Maureen Jones (both directors of Conroy) have
today converted, in aggregate, 315,000 of debt capital into 11,886,792 new
Ordinary Shares of ?0.01 each at 2.65p per share (the "Conversion Shares") as
follows:
Director Amount of No. of new Resultant Percentage
debt Ordinary Shares shareholding interest in the
converted enlarged issued
share capital
Professor Conroy 300,000 11,320,754 86,175,433 24.48
Maureen Jones 15,000 566,038 5,896,991 1.68
This conversion price represents a premium of 35.9 per cent. to the closing
price on 25 February 2014, being the last practical date prior to the
conversion.
The participation of Professor Conroy and Maureen Jones in the debt conversion
is a related party transaction under the AIM Rules. The independent directors,
having consulted with the Company's nominated adviser and ESM adviser, consider
the terms of the debt capitalisation to be fair and reasonable insofar as the
Shareholders are concerned.
The debt conversion is conditional, inter alia, on admission of the Conversion
Shares to trading on AIM and the ESM. The Conversion Shares will rank pari
passu with the issued Ordinary Shares of ?0.01 each, post the Capital
Reorganisation.
Application has been made to AIM and ESM for the Conversion Shares to be
admitted to trading and admission is expected to take place on 4 March 2014.
Following admission of the Conversion Shares the Company will have 351,999,972
shares in issue of which the Directors will hold 29.95 per cent.
The Directors will consider the conversion of the remainder of the convertible
debt and other amounts due to the Directors into Ordinary Shares in due course,
subject to the total Directors' holdings not exceeding 29.99 per cent of the
Company's issued share capital.
Professor Richard Conroy, Chairman, commented:
"I am pleased that the resolution providing for Capital Reorganisation was
passed unanimously and that the placing of shares to raise 500,000 has been
completed together with the further conversion of convertible debt amounting to
315,000."
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-661-8958
Professor Richard Conroy, Chairman
Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200
Simon Clements/Virginia Bull
Hybridan LLP (Broker) Tel: +44-20-7947-350/4361/4351
Claire Noyce/William Lynne/Niall Pearson
IBI Corporate Finance Limited (ESM Tel: +353-766-234-800
Adviser)
Ger Heffernan
Lothbury Financial Services Limited Tel: +44-20-3440-7620
Michael Padley/Michael Spriggs
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com
END