TIDMCORA
RNS Number : 9425O
Cora Gold Limited
06 February 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE
RESTRICTED AND ARE NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,
DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR
ANY JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.
FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND
SHALL NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR,
OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN CORA GOLD LIMITED
OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT
NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE
RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF
CORA GOLD LIMITED. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
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 COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR. IN ADDITION,
MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF
CERTAIN OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT, WITH THE
RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE
INFORMATION, AS PERMITTED BY MAR. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN
THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO BE IN
POSSESSION OF INSIDE INFORMATION.
Cora Gold Limited / EPIC: CORA.L / Market: AIM / Sector:
Mining
06 February 2023
Cora Gold Limited
('Cora' or 'the Company')
Fundraising and Notice of General Meeting
Cora Gold Limited, the West African focused gold company, is
pleased to announce that it is launching a financing to raise at
least US$19.566m comprised of both equity (the 'Equity
Fundraising') and convertible loan notes (the 'Convertible
Financing') (together the 'Fundraising').
The funds raised will be primarily used to commence development
of the Company's flagship Sanankoro Gold Project (the 'Project') in
southern Mali following the reported Optimised Project Economics
(announcement dated 21 November 2022), which highlighted strong
economic fundamentals including 52% internal rate of return ('IRR')
at US$1,750 gold price based on open pit oxide mining.
Highlights
-- Binding commitments received for aggregate investments of
US$19.566m pursuant to the Fundraising comprising commitments to
subscribe for:
-- 76,200,559 ordinary shares of no par value in the Company
('Ordinary Shares') at a price of US$0.0487 (GBP0.0394) per share
(the 'Issue Price') for total gross proceeds of US$3.711m in
respect of the Equity Fundraising
-- Convertible loan notes ('CLNs') convertible into Ordinary
Shares on the terms set out below and at a price as determined in
the table below (the 'Conversion Price') for a total of US$15.855m
in respect of the Convertible Financing,
(together the 'Binding Commitments').
-- Ongoing discussions with other parties interested in participating in the Fundraising.
-- Opportunity for other investors to subscribe for up to US$10m
in the Equity Financing and / or the Convertible Financing on the
same terms as the Company has received the Binding Commitments
-- Those interested in participating in the Fundraising should
contact the Company's brokers to seek further information.
-- The Company intends to close the book build for the
Fundraising on 23 February 2023 and will make further announcements
shortly thereafter.
-- In order to complete the Fundraising the Company is calling a
general meeting at 12.00 p.m. (United Kingdom time) on 28 February
2023 to, inter alia, grant the directors authority to:
-- issue up to 282,000,000 Ordinary Shares in respect of the
Equity Financing; and
-- issue sufficient number of Ordinary Shares to be issued as a
result of any conversion of the CLNs in due course.
Bert Monro, Chief Executive Officer of Cora, commented,
"Following the recent completion of technical studies on the
Sanankoro Gold Project I am very pleased that Cora's shareholders
continue to be strongly supportive of the Project's development
into an operating mine. The Company has already received Binding
Commitments of around US$20m, a significant sum in the context of
our development requirements, and we are delighted to be able to
provide other investors with the opportunity to participate in the
Fundraising on the same terms. Discussions are also ongoing with a
number of potential lenders to fully fund the Project. The Company
anticipates providing further updates on this in due course.
"Sanankoro is an exceptional project, as evidenced by the robust
fundamentals reported in the Optimised Project Economics, and the
outlook is extremely positive."
Further Information
Cora has entered into an up to US$30 million mandate and term
sheet (the 'Term Sheet') with Lionhead Capital Advisors Proprietary
Limited ('Lionhead') to fund the development of the Company's
Sanankoro Gold Project in southern Mali (the 'Project Financing').
This Term Sheet replaces the previous one with Lionhead, which was
announced on 08 September 2021.
Pursuant to the Term Sheet, the Company has, to date, received
binding commitments to subscribe for 76,200,559 new Ordinary Shares
for total gross proceeds of US$3,710,967.26 and for CLNs
convertible into new Ordinary Shares for a total of US$15,855,000.
In aggregate therefore, the Company will receive a minimum of
US$19,565,967.26 pursuant to the Binding Commitments received to
date.
Lionhead has agreed that existing shareholders and other agreed
investors may subscribe for up to US$10 million in the Equity
Financing and / or in the Convertible Financing (or such greater
amounts as may be made available if Lionhead does not take up its
full allotment of the Project Financing). The Project Financing is
conditional on, among other matters, the passing of the necessary
resolutions at a General Meeting of the shareholders of the Company
(the 'General Meeting') and admission to trading on AIM
('Admission') of ordinary shares in the Company in connection with
the Equity Financing.
Binding commitments
To date the Company has received Binding Commitments:
-- to subscribe for a total of 47,533,926 new Ordinary Shares at
the Issue Price (the 'Subscription Shares') from Brookstone
Business Inc ('Brookstone'; the Company's largest shareholder),
Lord Farmer (a substantial shareholder in the Company), and certain
directors of the Company (the 'Related Party Subscription').
Details of their participation are described below;
-- to subscribe for 28,666,633 new Ordinary Shares at the Issue Price from other investors;
-- to subscribe for CLNs with a total aggregate value of
US$10,370,000 from Brookstone, Lord Farmer and certain directors of
the Company (the 'Related Party CLN Subscription'). Details of
their participation are described below; and
-- to subscribe for CLNs with a total aggregate value of US$5,485,000 from other investors.
Other commitments
Other parties interested in participating in the Fundraising
should contact the Company's brokers to seek further information.
The Company intends to close the book build for the Fundraising on
23 February 2023 and will make further announcements shortly
thereafter.
Details of the Fundraising and Notice of General Meeting
The Equity Fundraising is conditional on, amongst other matters,
the passing of the necessary resolutions at a General Meeting of
the shareholders of the Company (the 'General Meeting') and
admission to trading on AIM ('Admission') of the new Ordinary
Shares to be issued pursuant to the Equity Financing.
The Convertible Fundraising is conditional on, amongst other
matters, the passing of the necessary resolutions at a General
Meeting to allow for Admission of the new Ordinary Shares to be
issued as a result of any conversion of the CLN in due course.
A Notice of General Meeting of the Company will be posted to
shareholders shortly. The General Meeting will be held at 12.00
p.m. (United Kingdom time) on 28 February 2023 at the offices of
Hannam & Partners, 3rd Floor, 7-10 Chandos Street, London, W1G
9DQ, United Kingdom and online. A copy of the Notice of General
Meeting will be made available on the Company's website shortly (
www.coragold.com ).
The terms of the CLN are as follows:
Maturity date 180 days following the date of
issue
Coupon 0%
-----------------------------------------------------------------
Mandatory Conversion In the event of conclusion of
definitive binding agreements
in respect of senior debt and
such agreements being unconditional:
* on or prior to the date falling 90 days after the
issue date of the CLN, at the lower of (a) US$0.0596
per ordinary share, (b) the market price per ordinary
share as at the date of the Mandatory Conversion and
(c) the price of any equity issuance by the Company
in the prior 60 days (excluding shares issued
pursuant to the Company's Share Option Scheme or
pursuant to terms of any other agreement entered into
prior to the issue date of the CLN);
* after the date falling 90 days after the issue date
of the CLN, at the lower of (a) US$0.0542 per
ordinary share, (b) the market price per ordinary
share as at the date of the Mandatory Conversion and
(c) the price of any equity issuance by the Company
in the prior 60 days (excluding shares issued
pursuant to the Company's Share Option Scheme or
pursuant to terms of any other agreement entered into
prior to the issue date of the CLN).
-----------------------------------------------------------------
Optional Conversion At the election of the holder
at any time after the date falling
90 days after the issue date of
the CLN, at US$0.0569 per ordinary
share.
-----------------------------------------------------------------
Repayment Repayable on Maturity Date, if
not converted, or earlier, at
the option of the holder, in the
case of a (i) a change of control
of Cora (ii) the merger or sale
of Cora (including the sale of
substantially all of the assets),
at a 5% premium to the total amount
outstanding under the CLN.
-----------------------------------------------------------------
Net Smelter Royalty Holders of CLN have proportionate
participation in a Net Smelter
Royalty ('NSR') of 1% in respect
of all ores, minerals, metals
and materials containing gold
mined and sold or removed from
the Project, until 250,000 ozs
of gold has been produced and
sold from the Project, provided
that Cora may purchase and terminate
the NSR, in full and not in part,
at any time for a value of US$3
million.
-----------------------------------------------------------------
Other CLN shall be issued fully paid
in amount and in integral multiples
of US$10,000 by the Company and
are fully transferable.
-----------------------------------------------------------------
The Company will make an announcement of the conversion of CLN
when such events arise.
For the purpose of converting the above per ordinary share
amounts from United States dollar ('US$' or 'USD') to British pound
sterling ('GBPGBP' or 'GBP') the exchange rate applied was
US$/GBPGBP = 1.2364 (source: Bloomberg on 20 January 2023).
Use of proceeds
It is intended that the proceeds of the Fundraising will
principally be used to develop the Company's flagship Sanankoro
Gold Project in southern Mali. Additionally, the proceeds of the
Fundraising will be used for general working capital purposes.
Related party transactions
Certain directors of the Company or their connected parties have
given Binding Commitments to subscribe for the following numbers of
new Ordinary Shares in the Equity Financing:
-- Edward Bowie (Non-Executive Director (Independent) &
Chair of the Board of Directors) - 100,000 new Ordinary Shares.
Upon Admission Edward Bowie will be interested in a total of
625,510 Ordinary Shares; and
-- Robert Monro (Chief Executive Officer & Director) -
206,000 new Ordinary Shares Upon Admission Robert Monro will be
interested in a total of 2,234,896 Ordinary Shares.
Certain existing substantial shareholders of the Company have
given Binding Commitments to subscribe for the following numbers of
new Ordinary Shares in the Equity Financing:
-- Brookstone - 20,533,881 new Ordinary Shares. Brookstone is
wholly owned and controlled by First Island Trust Company Ltd as
Trustee of The Nodo Trust, being a discretionary trust with a broad
class of potential beneficiaries. Patrick Quirk, father of Paul
Quirk (a Non-Executive Director of Cora), is a potential
beneficiary of The Nodo Trust. Upon Admission Brookstone will be
interested in a total of 103,329,906 Ordinary Shares; and
-- Lord Farmer - 26,694,045 new Ordinary Shares. Upon Admission
Lord Farmer will be interested in a total of 69,231,228 Ordinary
Shares.
Certain directors of the Company have given Binding Commitments
to subscribe for the following amounts of CLN in the
Fundraising:
-- Edward Bowie (Non-Executive Director (Independent) &
Chair of the Board of Directors) will be the registered holder of
CLN for a total of US$20,000;
-- Andrew Chubb (Non-Executive Director (Independent)) will be
the registered holder of CLN for a total of US$20,000; and
-- Robert Monro (Chief Executive Officer & Director) will be
the registered holder of CLN for a total of US$30,000.
Certain existing substantial shareholders have given a Binding
Commitments to subscribe for the following amounts of CLN in the
Fundraising:
-- Brookstone will be the registered holder of CLN for a total of US$7,000,000; and
-- Lord Farmer will be the registered holder of CLN for a total of US$3,300,000.
Paul Quirk (Non-Executive Director of the Company) is a director
of Lionhead. Pursuant to the Term Sheet a fee equal to 3% on
Lionhead's arrangement of the Equity Financing and / or Convertible
Subscription plus 1% on any funds raised by the Company pursuant to
the Fundraising shall be paid by the Company to Lionhead on receipt
of the proceeds in respect of the Equity Financing and Convertible
Financing. The Fundraising announced today is part of the Project
Financing arrangement with Lionhead.
The payment to Lionhead pursuant to the Term Sheet is deemed to
constitute a related party transaction for the purposes of Rule 13
of the AIM Rules for Companies. Cora's independent directors for
this purpose (being all those save for Paul Quirk) consider, having
consulted with the Company's nominated adviser, finnCap Ltd
('finnCap'), that the terms of the Term Sheet are fair and
reasonable insofar as the Company's shareholders are concerned.
The Related Party Subscription and / or Related Party CLN
Subscription by each of Brookstone, Lord Farmer, Edward Bowie,
Andrew Chubb and Robert ('Bert') Monro (the 'Related Parties')
constitute related party transactions pursuant to Rule 13 of the
AIM Rules for Companies. The Company's independent director for
this purpose, being David Pelham, considers, having consulted with
the Company's nominated adviser, finnCap, that the terms upon which
the Related Parties are participating in the Related Party
Subscription and / or Related Party CLN Subscription are fair and
reasonable insofar as the Company's shareholders are concerned.
Relationship Agreement
Brookstone, Key Ventures Holding Ltd (which is wholly owned and
controlled by First Island Trust Company Ltd as Trustee of The
Sunnega Trust, being a discretionary trust of which Paul Quirk (a
Non-Executive Director of Cora) is a potential beneficiary) and
Paul Quirk (collectively the 'Investors') entered into a
Relationship Agreement on 18 March 2020 to regulate the
relationship between the Investors and the Company on an arm's
length and normal commercial basis. In the event that Investors'
aggregated shareholdings becomes less than 30% then the
Relationship Agreement shall terminate. As at the date of this news
release the Investors' aggregated shareholdings were 33.32 per
cent. of the issued share capital of the Company.
Permitting
On 28 November 2022 the government of Mali announced that the
allocation of mining titles had been suspended. As a result
applications for mining titles are not currently being received or
processed by the government. The government has stated it will make
an announcement regarding the lifting of this moratorium in due
course. Meanwhile the Company is continuing its work towards
submitting an application for a mining permit once the moratorium
is lifted. The Company has been awarded an Environmental permit for
Sanankoro.
Additional project finance
The Company is in discussions with a number of potential lenders
to support the Fundraising to fully fund the Project. The Company
will provide further updates on this in due course.
Market Abuse Regulation ('MAR') Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) No 596/2014 ('MAR'), which is part of
UK law by virtue of the European Union (Withdrawal) Act 2018, until
the release of this announcement.
* *S * *
For further information, please visit http://www.coragold.com or
contact:
Bert Monro Cora Gold Limited info@coragold.com
Craig Banfield
Christopher Raggett finnCap Ltd
Charlie Beeson (Nomad & Joint Broker) +44 (0)20 7220 0500
-------------------------- ---------------------
Andy Thacker Turner Pope Investments
James Pope (Joint Broker) +44 (0)20 3657 0050
-------------------------- ---------------------
Susie Geliher St Brides Partners pr@coragold.com
Charlotte Page (Financial PR)
Isabelle Morris
-------------------------- ---------------------
Notes
Cora is a West African gold developer with three principal
de-risked project areas within two known gold belts in Mali and
Senegal covering c.900 sq km. Led by a team with a proven track
record in making multi-million ounce gold discoveries that have
been developed into operating mines, its primary focus is on
developing the Sanankoro Gold Project in the Yanfolila Gold Belt,
southern Mali, into an open pit oxide mine. Based on a gold price
of US$1,750/oz and Maiden Probable Reserve of 422 koz at 1.3 g/t
Au, the project has strong economic fundamentals, including 52%
IRR, US$234m Free Cash Flow over life of mine and all-in sustaining
costs of US$997/oz.
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE FUNDRAISING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO
WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN THE
UNITED KINGDOM OR ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA,
PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE
2(e) OF EU REGULATION (EU) 2017/1129 AND ANY RELEVANT IMPLEMENTING
MEASURES (THE 'PROSPECTUS REGULATION'); AND (2) IN THE UNITED
KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS
RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005 (AS AMED) (THE 'ORDER'); OR (II) FALL WITHIN ARTICLE 49(2)(A)
TO (D) OF THE ORDER OR (III) ARE PERSONS TO WHOM AN OFFER OF THE
PLACING SHARES MAY OTHERWISE LAWFULLY BE MADE (ALL SUCH PERSONS
REFERRED TO IN (1) AND, (2) TOGETHER BEING REFERRED TO AS 'RELEVANT
PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS
ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE
NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any jurisdiction in which such an offer or invitation is
unlawful.
Neither the new Ordinary Shares nor the CLNs have been, and nor
will either be, registered under the US Securities Act of 1933, as
amended (the 'Securities Act'), or under the securities laws of any
State or other jurisdiction of the United States, and, absent
registration, may not be offered or sold in the United States (as
defined in Regulation S under the Securities Act) except pursuant
to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and the securities
laws of any relevant State or other jurisdiction of the United
States. There will be no public offering of the new Ordinary Shares
or the CLNs in the United States or elsewhere.
Neither the new Ordinary Shares nor the CLNs have been approved
or disapproved by the US Securities and Exchange Commission, any
state securities commission or other regulatory authority in the
United States, nor have any of the foregoing authorities passed
upon or endorsed the merits of the Fundraising or the accuracy or
adequacy of this announcement. Any representation to the contrary
is a criminal offence in the United States.
No prospectus, admission document or offering document has been
or will be prepared in connection with the Fundraising. Any
investment decision to buy securities in the Placing must be made
solely on the basis of publicly available information. Such
information is not the responsibility of and has not been
independently verified by finnCap, Turner Pope or any of their
respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any State of the United States and the District of Columbia),
Australia, Canada, the Republic of South Africa or Japan. Any
failure to comply with this restriction may constitute a violation
of US, Australian, Canadian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the new Ordinary Shares or CLNs in certain jurisdictions may be
restricted by law. No action has been taken by finnCap or Turner
Pope or any of their respective affiliates that would, or which is
intended to, permit a public offer of the new Ordinary Shares or
CLNs in any jurisdiction, or possession or distribution of this
announcement or any other offering or publicity material relating
to the new Ordinary Shares or CLNs, in any jurisdiction where
action for that purpose is required. Persons into whose possession
this announcement comes are required by the finnCap and Turner Pope
to inform themselves about and to observe any applicable
restrictions.
No reliance may be placed, for any purposes whatsoever, on the
information contained in this announcement or on its completeness
and this announcement should not be considered a recommendation by
the Company, finnCap, Turner Pope or any of their respective
affiliates in relation to any purchase of or subscription for
securities of the Company. No representation or warranty, express
or implied, is given by or on behalf of the Company, finnCap,
Turner Pope or any of their respective directors, partners,
officers, employees, advisers or any other persons as to the
accuracy, fairness or sufficiency of the information or opinions
contained in this announcement and none of the information
contained in this announcement has been independently verified.
Save in the case of fraud, no liability is accepted for any errors,
omissions or inaccuracies in such information or opinions.
finnCap, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Company in connection with the Fundraising and will not be
responsible to anyone other than the Company for providing the
protections offered to the clients of finnCap, nor for providing
advice in relation to the Fundraising or any matters referred to in
this announcement, and apart from the responsibilities and
liabilities (if any) imposed on finnCap by the Financial Services
and Markets Act 2000, any liability therefore is expressly
disclaimed. Any other person in receipt of this announcement should
seek their own independent legal, investment and tax advice as they
see fit.
Turner Pope, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting only for the
Company in connection with the Fundraising and will not be
responsible to anyone other than the Company for providing the
protections offered to the clients of Turner Pope, nor for
providing advice in relation to the Fundraising or any matters
referred to in this announcement, and apart from the
responsibilities and liabilities (if any) imposed on Turner Pope by
the Financial Services and Markets Act 2000, any liability
therefore is expressly disclaimed. Any other person in receipt of
this announcement should seek their own independent legal,
investment and tax advice as they see fit.
References to time in this announcement are to London time,
unless otherwise stated. All times and dates in this announcement
may be subject to amendment.
Certain statements in this announcement are, or may be deemed to
be, forward-looking statements. By their nature, forward-looking
statements involve a number of risks, uncertainties and assumptions
that could cause actual results or events to differ materially from
those expressed or implied by the forward-looking statements. These
risks, uncertainties and assumptions could adversely affect the
outcome and financial consequences of the plans and events
described herein. No one undertakes any obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise. Readers should not
place any undue reliance on forward-looking statements which speak
only as of the date of this announcement. Statements contained in
this announcement regarding past trends or events should not be
taken as representation that such trends or events will continue in
the future.
Neither the content of the Company's website nor any website
accessible by hyperlinks on the Company's website is incorporated
in, or forms part of, this announcement.
Information to Distributors
Solely for the purposes of the product governance requirements
contained within: (a) EU Directive 2014/65/EU on markets in
financial instruments, as amended ('MiFID II'); (b) Articles 9 and
10 of Commission Delegated Directive (EU) 2017/593 supplementing
MiFID II; and (c) local implementing measures (together, the 'MiFID
II Product Governance Requirements'), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which
any 'manufacturer' (for the purposes of the MiFID II Product
Governance Requirements) may otherwise have with respect thereto,
the new Ordinary Shares and CLNs have been subject to a product
approval process, which has determined that the new Ordinary Shares
and CLNs are: (i) compatible with an end target market of (a)
retail investors, (b) investors who meet the criteria of
professional clients and (c) eligible counterparties, each as
defined in MiFID II; and (ii) eligible for distribution through all
distribution channels as are permitted by MiFID II (the 'Target
Market Assessment'). Notwithstanding the Target Market Assessment,
distributors should note that: the price of the new Ordinary Shares
may decline and investors could lose all or part of their
investment; neither the new Ordinary Shares nor the CLNs offer
guaranteed income or capital protection; and an investment in the
new Ordinary Shares or CLNs is compatible only with investors who
do not need a guaranteed income or capital protection, who (either
alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such
an investment and who have sufficient resources to be able to
bear any losses that may result therefrom. The Target Market
Assessment is without prejudice to the requirements of any
contractual, legal or regulatory selling restrictions in relation
to the Fundraising. Furthermore, it is noted that, notwithstanding
the Target Market Assessment, finnCap and Turner Pope will only
procure investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take
any other action whatsoever with respect to the new Ordinary Shares
or CLNs.
Each distributor is responsible for undertaking its own target
market assessment in respect of the new Ordinary Shares and CLNs
and determining appropriate distribution channels.
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END
IOEUPUPAPUPWGCA
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