TIDMCGH
RNS Number : 7446O
Chaarat Gold Holdings Ltd
31 January 2019
31 January 2019
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR").
Not for release, publication or distribution to United States
newswire services or for release, publication or dissemination in
the United States and does not constitute an offer of the
securities herein.
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, securities in the United States or
any other jurisdiction. Any securities described in this press
release have not been, and will not be, registered under the US
Securities Act of 1933, as amended, and may not be offered or sold
in the United States absent registration except in transactions
exempt from, or not subject to, registration under the US
Securities Act and applicable US state securities laws. There is no
public offering of the securities in the United States
expected.
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Kapan Acquisition Financing Update and PDMR Transaction
Further to the Company's announcement on 30 January 2019,
Chaarat is pleased to confirm that the Kapan Acquisition Financing
has now been executed.
Following further discussions with the Banks, it has been agreed
that the following conditions subsequent are to be satisfied within
a period of twelve months rather than the shorter two or six month
periods specified in the announcement of 30 January 2019:
-- The requirement that the Borrower shall provide all water
usage permits and wastewater discharge permits in relation to the
Kapan Mine;
-- The requirement that the Borrower shall provide the following
in relation to the Kapan Mine:
o Valid EIA expertise positive conclusion relating to the
Geghanush TMF (including when such conclusions are conditional upon
existence of certain circumstances or conduct of certain
activities, the proof that such actions were conducted and
circumstances occurred); and
o Technical safety declaration signed off by the State Water
Committee for the Geghanush tailing dam hydro-technical facility as
required under applicable law.
It was also agreed that the following additional conditions
subsequent would be provided within 15 days of the Utilization
Date:
-- The original of the guarantee signed by Labro; and
-- Constitutional documents and corporate authorisations and
approvals for Labro in relation to the guarantee.
The fee to Labro for the provision of the guarantee is now due
and the Company expects to issue these 250,000 new ordinary shares
of USD0.01 each in the Company ("Ordinary Shares") to Labro shortly
following re-admission to AIM. It is also intended that the board
of the Company (excluding Martin Andersson and Martin
Wiwen-Nilsson) will exercise its discretion to waive the
requirement for a mandatory offer for the Company to be made by any
member of the Concert Party (see the Company's announcement of 20
December 2018) in connection with such share issue. Following the
issue of the new Ordinary Shares, Labro will hold 133,796,925
Ordinary Shares in the Company (c.33.84% of enlarged ISC), and the
Concert Party's holding in the Company shall increase to
151,148,966 Ordinary Shares (38.23% of ISC). The total number of
Ordinary Shares in issue will increase from 395,167,015 to
395,417,015. A further announcement will be made in due course
following the issue of these new Ordinary Shares.
As referred to above, there is a provision in the Company's
Articles of Association (the "Articles") (Article 19) which states
that the Board has the right to require any holder of more than 20%
of 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. The Board
has previously exercised its discretion to waive the requirement
for a mandatory offer when the Concert Party acquired Ordinary
Shares in excess of a 20% holding.
Trading in the Company's shares remains suspended pending
re-admission to AIM, which is expected to take place on 4-5
February 2019.
Enquiries
Chaarat Gold Holdings Limited
Martin Andersson (Executive
Chairman) +44 (0)20 7499 2612
Artem Volynets (CEO) info@chaarat.com
Numis Securities Limited
John Prior, Paul Gillam (NOMAD) +44 (0) 20 7260 1000
James Black (Corporate Broking)
Powerscourt
Conal Walsh +44 (0)20 7250 1446
Matthew Attwood chaarat@powerscourt-group.com
Isabelle Saber
About Chaarat Gold
Chaarat Gold is an exploration and development company with a
large, high grade resource - the Chaarat Gold Project. The Company
has a clear strategy to build a leading emerging markets golf
company with an initial focus on Central Asia and the FSU through
organic growth and selective M&A.
On 30 October 2018, Chaarat announced that it had entered into a
binding sale and purchase agreement to acquire the Kapan mine in
Armenia from Polymetal, for a consideration of US$55 million,
subject to adjustments (the "Kapan Acquisition"). On 14 December
2018, the Company issued the Readmission Document relating to the
Kapan Acquisition.
Chaarat is engaged in an active community engagement programme
to optimise the value of the Chaarat investment proposition.
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.
NOTICE
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "believes", "envisages",
"estimates", "anticipates", "projects", "expects", "intends",
"may", "will", "could", "seeks" or "should" or, in each case, their
negative or other variations or comparable terminology, or by
discussions of strategy plans, objectives, goals, future events or
intentions. These forward-looking statements include statements
regarding the Company's and the Directors' current intentions,
beliefs or expectations concerning, amongst other things,
investment strategy, financing strategy, performance, results of
operations, financial condition, liquidity, prospects, growth,
strategies and the industry in which the Group (which, where used
in this announcement, shall have the meaning given to that term in
the Readmission Document) will operate.
By their nature, forward-looking statements involve risks
(including unknown risks) and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the
future. Forward-looking statements are not an assurance of future
performance. The Company's actual performance, results of
operations, financial condition, liquidity and dividend policy and
the development of the business sector in which the Group will
operate, may differ materially from those suggested by the
forward-looking statements contained in this announcement. In
addition, even if the Company's performance, results of operations,
financial condition, liquidity and dividend policy and the
development of the industry in which the Group will operate, are
consistent with the forward-looking statements contained in this
document, those results or developments may not be indicative of
results or developments in subsequent periods.
Any forward-looking statements in this announcement reflect the
Company's and the Directors' current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to the matters
referred to above. Other than in accordance with the Company's
obligations under the AIM Rules for Companies, the Company does not
undertake to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
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 Labro Investments Limited
------------------------------------- --------------------------------------------
2 Reason for the notification
-----------------------------------------------------------------------------------
a) Position / status Person/Entity closely associated
with the Chairman
------------------------------------- --------------------------------------------
b) Initial notification Initial notification
/ amendment
------------------------------------- --------------------------------------------
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 Ordinary shares of US$0.01 each
financial instrument,
type of instrument
Identification code VGG203461055
------------------------------------- --------------------------------------------
b) Nature of the transaction Issuance of ordinary shares in payment
of a fee
------------------------------------- --------------------------------------------
c) Currency GBP
------------------------------------- --------------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- -------------------- -------------------
27.15p 250,000
------------------------------------------ -------------------- -------------------
e) Aggregated information
* Aggregated volume 250,000
27.15p
GBP 67,875
* Aggregated price
* Aggregated total
-------------------------------------- ------------------------------------------------
f) Date of the transaction 30 January 2019
------------------------------------- --------------------------------------------
g) Place of the transaction 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 or visit www.rns.com.
END
MSCQFLFXKFFZBBF
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