Mr. Mark Child reports

PUBLICATION OF SCHEME DOCUMENT

On Dec. 4, 2024, the boards of Condor Gold PLC and Metals Exploration PLC announced that they had reached agreement on the terms and conditions of a recommended offer for the entire issued and to-be-issued ordinary share capital of Condor Gold by Metals Exploration.

The acquisition is to be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Publication of the scheme document

The boards of directors of Condor Gold and Metals Exploration are pleased to announce that a circular in relation to the scheme containing, amongst other things, a letter from the chair of Condor Gold, the full terms and conditions of the scheme, an explanatory statement pursuant to Section 897 of the Companies Act, an expected timetable of principal events, notices convening the court meeting and the general meeting, and details of the actions to be taken by Condor Gold shareholders, warrantholders and optionholders, was published today and, subject to certain restrictions relating to persons in restricted jurisdictions, will be available on Condor Gold's websites and on Metals Exploration's website.

Subject to any restrictions relating to persons resident in restricted jurisdictions, copies of the scheme document and forms of proxy for the court meeting and the general meeting are being posted and made available to Condor Gold shareholders today.

For information purposes only, the scheme document will also be sent, or made available, to Condor Gold option/warrant participants and persons with information rights.

Rule 15 letters

Condor Gold option/warrant participants will shortly be sent letters which contain details appropriate proposals being made by Metals Exploration in accordance with Rule 15 of the Takeover Code in connection with their Condor Gold options/warrants (as applicable). Subject to certain restrictions relating to persons in restricted jurisdictions, the Rule 15 letters will be available on Condor Gold's websites and on Metals Exploration's website in accordance with Rule 26 of the Takeover Code.

Recommendation of Condor Gold's directors

The Condor Gold directors, who have been so advised by BCL as to the financial terms of the acquisition, consider the terms of the acquisition to be fair and reasonable. BCL is providing independent financial advice to the Condor Gold directors for the purposes of Rule 3 of the code. In providing its financial advice, BCL has taken into account the commercial assessments of the Condor Gold directors.

Accordingly, the Condor Gold directors unanimously recommend that scheme shareholders vote in favour of the scheme at the court meeting and Condor Gold shareholders vote in favour of the resolutions to be proposed at the general meeting, which are to be convened to approve the acquisition, as each of Jim Mellon, Mark Child, John Ian Stalker and Andrew Cheatle have irrevocably undertaken to do in respect of their own beneficial shareholdings in Condor Gold, which amount in aggregate to 8,316,145 Condor Gold shares, representing approximately 4.1 per cent of the existing issued share capital of Condor Gold (excluding treasury shares) as at the latest practicable date.

Condor Gold shareholders should read the scheme document in its entirety before making a decision with respect to the scheme.

Actions to be taken by Condor Gold shareholders

The scheme will require approval at a meeting of scheme shareholders convened by order of the court to be held at the offices of Hill Dickinson LLP, the Broadgate Tower, 20 Primrose St., London, EC2A 2EW, at 10 a.m. London time on Jan. 6, 2025. The approval required at this meeting is that those voting to approve the scheme must:

• Represent a simple majority in number of those scheme shareholders present and voting in person or by proxy;
• Also represent at least 75 per cent in value of the scheme shares held by those scheme shareholders present and voting in person or by proxy.

Implementation of the scheme will also require approval of the resolution at the general meeting to be held immediately after the court meeting. The approval required for the resolution to be passed is a vote in favour of not less than 75 per cent of the votes cast.

The scheme requires the sanction of the court at the court hearing where scheme shareholders may be present and be heard in person or through representation. As soon as practicable following the court hearing, Condor Gold will make an announcement through a regulatory information service stating the decision of the court and including details of whether the scheme will proceed or has lapsed.

If the scheme becomes effective, it will be binding on all holders of scheme shares irrespective of whether or not they attended or voted at the court meeting or the general meeting (and irrespective of whether or not they voted in favour of approving the scheme at the court meeting and the resolution proposed at the general meeting).

At the court meeting, it is particularly important that as many votes as possible are cast so that the court may be satisfied that there is a fair and reasonable representation of scheme shareholders' opinion. Scheme shareholders are therefore strongly urged to complete, sign and return their blue form of proxy (or appoint a proxy electronically) or to appoint a proxy through the Crest electronic proxy appointment service (as appropriate) as soon as possible.

Expected timetable

The scheme document contains an expected timetable of principal events relating to the scheme.

Shareholder helpline

If you have any questions in relation to this Document, the meetings, or the completion and return of the forms of proxy, please call the shareholder helpline operated by Computershare Investor Services PLC on 0370-70-702-000 (or 44-370-70-702-000 from overseas). Calls to this number are charged at the standard geographic rate and will vary by provider. Calls from outside of the United Kingdom will be charged at the applicable international rate. The helpline is open between 8:30 a.m. and 5:30 p.m. London time, Monday to Friday, excluding public holidays in England and Wales. Please note that Computershare Investor Services cannot provide any financial, legal or tax advice nor provide any advice on the merits of the scheme, and calls may be recorded and monitored for security and training purposes.

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