TIDMCNR
RNS Number : 4132O
Condor Gold PLC
29 May 2020
Condor Gold plc
22a St James's Square
London
SW1Y 4JH
Tel: +44 (0) 207 493 2784
29 May 2020
Condor Gold Plc
("Condor Gold","Condor" or the "Company")
Exercise of Warrants and Receipt of GBP764,997
Condor Gold (AIM: CNR; TSX: COG) announces that pursuant to
receipt of notices for the exercise of warrants, it is issuing
2,984,986 new Ordinary Shares with a nominal value of 20p each in
the capital of the Company, comprising 312,499 at a subscription
price of 31p per new Ordinary Share and 2,672,487 at a subscription
price of 25p per new Ordinary Share, for which the Company has
respectively received gross proceeds of GBP96,875 and GBP668,122,
or GBP764,997 in total.
Application has been made for the New Ordinary Shares to be
admitted to trading on AIM ("Admission"), with Admission expected
to occur on or around 4 June 2020.
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 116,230,700 ordinary shares with a nominal value of 20p each
in issue with voting rights and admitted to trading on AIM and the
TSX. This figure may then be used by shareholders 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 and National
Instrument 62-103 - The Early Warning System and Related Take-Over
Bid and Insider Reporting Rules of the Canadian securities
administrators.
Details of the Directors' & CFO Subscription
As part of the exercise of warrants, the Company advises that
Mark Child, Executive Chairman of the Company and Andrew Cheatle
and Jim Mellon, each a non-Executive Director of the Company, along
with Jeffrey Karoly, Chief Financial Officer of the Company, have
exercised warrants for 8,333, 4,166, 1,041,666 and 4,166 new,
Ordinary shares for a total subscription value of GBP264,583
(together: the "Directors' & CFO Subscription").
Mark Child has exercised warrants (the "Child Subscription") for
a total of 8,333 new Ordinary Shares. Following completion of the
Child Subscription, Mark Child now owns directly and indirectly a
shareholding of 4,179,897 Ordinary shares of the Company,
representing 3.6% of the resultant issued share capital.
Andrew Cheatle has exercised warrants (the "Cheatle
Subscription") for a total of 4,166 new Ordinary Shares. Following
completion of the Cheatle Subscription, Andrew Cheatle now owns
directly and indirectly a shareholding of 104,050 Ordinary shares
of the Company, representing 0.1% of the resultant issued share
capital.
Jim Mellon has exercised warrants (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 1,041,666 Units Following completion of the
Mellon Subscription, Jim Mellon shall own a direct and indirect
aggregate shareholding of 18,026,963 Ordinary Shares or 15.5% of
the Company. His direct interest will be in 2,889,883 Ordinary
Shares and the indirect interest will be in 15,136,580 Ordinary
Shares held through Galloway Limited.
Jeffrey Karoly has exercised warrants (the "Karoly
Subscription") for a total of 4,166 new Ordinary Shares Following
completion of the Karoly Subscription, Jeffrey Karoly now owns
directly and indirectly a shareholding of 126,578 Ordinary shares
of the Company, representing 0.1% of the resultant issued share
capital.
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
Director's 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.
A material change report with respect to the Placing is expected
to be filed less than 21 days prior to the closing of the
transaction. This time period is reasonable and necessary in the
circumstances as the Company wishes to complete the transaction on
an expedited basis for sound business reasons.
Special note concerning the Market Abuse Regulation
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("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
Blytheweigh Tim Blythe, Camilla Horsfall 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 Company an Environmental
Permit 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 Environmental Permit is considered to be the master permit for
mining operations in Nicaragua. Condor Gold published a
Pre-Feasibility Study ("PFS") on the La India Project in December
2014, as summarised in the Technical Report as defined below. The
PFS details an open pit gold Mineral Reserve in the Probable
category of 6.9 Mt at 3.0 g/t gold for 675,000 oz gold, producing
80,000 oz gold per annum for seven years. La India Project contains
a Mineral Resource of 9,850Kt at 3.6 g/t gold for 1,140Koz gold in
the Indicated category and 8,479Kt at 4.3g/t gold for 1,179Koz gold
in the Inferred category. The Indicated Mineral Resource is
inclusive of the Mineral Reserve.
Environmental Permits have also been granted in April and May
2020 in relation to the Mestiza and America open pits respectively,
both located in the vicinity of the La India Project. The Mestiza
open pit hosts 92Kt at a grade of 12.1 g/t gold (36,000 oz
contained gold) in the Indicated Mineral Resource category and
341Kt 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 contained gold) in the
Indicated Mineral Resource category and 677Kt at a grade of 3.1 g/t
gold (67,000 oz contained gold) 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 1.12M oz gold
open pit Mineral Resources permitted for extraction, inclusive of a
Mineral Reserve of 6.9Mt at 3.0g/t gold for 675,000 oz gold.
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.
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, December 2014", dated November 13,
2017 with an effective date of December 21, 2014 (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 statements with respect to: Mineral Reserves and
Resources at La India Project. 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, resources and reserves; 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, 2019 dated March 31, 2020, 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) I nitial notification Initial
/Amendment
3 Details of t he issu er, e mission allow a n ce m a r k et
participan t, au ct ion plat for m, au ction eer or auc tion
monitor
a) Name Condor Gold plc
b) LEI 213800PFKETQA86RHL82
4 Details of t he t ransact ion (s): section to be re p eated
for ( i) e a ch type of instr u m e n t; (ii) each type of
transac tion; (iii) each date; and ( iv) each place w h ere
transactions have b een condu cted
a) Description of the financial 1,041,666 Ordinary shares of
instrument, t ype of instrument 20 pence each in Condor Gold
plc
I d e ntification code
ISIN GB00B8225591
Nature of the transaction Director's participation in
a Subscription
c) Price(s) and volumes(s) Price(s) Volumes(s)
25 pence 1,041,666
-----------
d) Aggregated information n/a
e) Date of the transaction 29 May 2020
f) Place of the transaction London Stock Exchange, AIM (XLON)
Andrew Cheatle
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Andrew Cheatle
-------------------------- -------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status Non-Executive Director
-------------------------- -------------------------------------------
b) I nitial notification Initial
/Amendment
-------------------------- -------------------------------------------
3 Details of t he issu er, e mission allow a n ce m a
r k et participan t, au ct ion plat for m, au ction
eer or auc tion monitor
-----------------------------------------------------------------------
a) Name Condor Gold plc
-------------------------- -------------------------------------------
b) LEI 213800PFKETQA86RHL82
-------------------------- -------------------------------------------
4 Details of t he t ransact ion (s): section to be re
p eated for ( i) e a ch type of instr u m e n t; (ii)
each type of transac tion; (iii) each date; and ( iv)
each place w h ere transactions have b een condu cted
-----------------------------------------------------------------------
a) Description of the 4,166 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -------------------------------------------
Nature of the transaction Director's participation in a Subscription
-------------------------- -------------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
25 pence 4,166
-----------
-------------------------- -------------------------------------------
d) Aggregated information n/a
-------------------------- -------------------------------------------
e) Date of the transaction 29 May 2020
-------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -------------------------------------------
Mark Child
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Mark Child
-------------------------- -------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status Executive Chairman
-------------------------- -------------------------------------------
b) I nitial notification Initial
/Amendment
-------------------------- -------------------------------------------
3 Details of t he issu er, e mission allow a n ce m a
r k et participan t, au ct ion plat for m, au ction
eer or auc tion monitor
-----------------------------------------------------------------------
a) Name Condor Gold plc
-------------------------- -------------------------------------------
b) LEI 213800PFKETQA86RHL82
-------------------------- -------------------------------------------
4 Details of t he t ransact ion (s): section to be re
p eated for ( i) e a ch type of instr u m e n t; (ii)
each type of transac tion; (iii) each date; and ( iv)
each place w h ere transactions have b een condu cted
-----------------------------------------------------------------------
a) Description of the 8,333 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -------------------------------------------
Nature of the transaction Director's participation in a Subscription
-------------------------- -------------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
25 pence 8,333
-----------
-------------------------- -------------------------------------------
d) Aggregated information n/a
-------------------------- -------------------------------------------
e) Date of the transaction 29 May 2020
-------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -------------------------------------------
Jeffrey Karoly
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Jeffrey Karoly
-------------------------- ----------------------------------
2 Reason for notification
--------------------------------------------------------------
a) Position / status Chief Financial Officer
-------------------------- ----------------------------------
b) I nitial notification Initial
/Amendment
-------------------------- ----------------------------------
3 Details of t he issu er, e mission allow a n ce m a
r k et participan t, au ct ion plat for m, au ction
eer or auc tion monitor
--------------------------------------------------------------
a) Name Condor Gold plc
-------------------------- ----------------------------------
b) LEI 213800PFKETQA86RHL82
-------------------------- ----------------------------------
4 Details of t he t ransact ion (s): section to be re
p eated for ( i) e a ch type of instr u m e n t; (ii)
each type of transac tion; (iii) each date; and ( iv)
each place w h ere transactions have b een condu cted
--------------------------------------------------------------
a) Description of the 4,166 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- ----------------------------------
Nature of the transaction Participation in a Subscription
-------------------------- ----------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
25 pence 4,166
-----------
-------------------------- ----------------------------------
d) Aggregated information n/a
-------------------------- ----------------------------------
e) Date of the transaction 29 May 2020
-------------------------- ----------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- ----------------------------------
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END
IOEEADSNAFNEEFA
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