TIDMCNR
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 GBP3.25 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 GBP3.25 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 GBP3.25 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 GBP3.25
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 GBP500,000.
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 GBP8,400 . 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 GBP5,000 . 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 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 C ompany'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 Ewan Leggat
Finance LLP +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) 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 1,785,715 units of Condor Gold
instrument, t ype of instrument plc, each consisting of one
I d e ntification code ordinary share of 20p each in
the Company (each, an "Ordinary
Share") and one-half of one
Ordinary Share purchase warrant
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)
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 17,858 units of Condor Gold plc,
financial instrument, each consisting of one ordinary share
t ype of instrument of 20p each in the Company (each,
I d e ntification an "Ordinary Share") and one-half
code of one Ordinary Share purchase warrant
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)
-------------------------- -------------------------------------------
Mark Child
1 Details of t he person discharging managerial responsibilities
/ person 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 30,000 units of Condor Gold plc,
financial instrument, each consisting of one ordinary share
t ype of instrument of 20p each in the Company (each,
an "Ordinary Share") and one-half
I d e ntification of one Ordinary Share purchase warrant
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)
-------------------------- -------------------------------------------
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