17:59:17 EDT Wed 24 Apr 2024
Enter Symbol
or Name
USA
CA



Condor Gold PLC
Symbol COG
Shares Issued 95,163,522
Close 2020-05-27 C$ 0.84
Market Cap C$ 79,937,358
Recent Sedar Documents

Condor Gold raises 6.6M pounds sterling via financing

2020-05-28 14:47 ET - News Release

Mr. Mark Child reports

CONDOR GOLD RAISES £6.6 MILLION VIA A PRIVATE PLACEMENT OF NEW ORDINARY SHARES

Condor Gold PLC has raised gross proceeds of 6.6 million pounds sterling, before expenses, through the placing of 18,082,192 units (as defined herein) at a price of 36.5 pence per unit, including a directors and chief financial officer subscription of 2,361,917 units. The Placing has been undertaken by the Company with institutional and other investors and was over subscribed. Completion of the Placing is conditional, inter alia, upon admission of the Placing Shares to trading on AIM. The Company has received conditional approval from the Toronto Stock Exchange (the "TSX") for the Placing. The Placing Price represents a discount of 17.6% to the volume-weighted-average price over the 20 trading days prior to May 28, 2020.

Each Unit comprises one ordinary share of 20p each in the Company (a "Placing Share") and one half of one share purchase warrant of the Company. Each Warrant, which is unlisted and fully transferable, will entitle the holder thereof to purchase one ordinary share at a price of 40p (which is an approximate 10% premium to the Placing Price) for a period of 36 months from the date on which the shares are issued pursuant to the Placing. 50% of the Warrants shall be subject to an accelerated exercise period if the closing mid-market price of the ordinary shares on AIM is more than 55p for 10 consecutive trading days. 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 Admission of the Placing Shares to AIM.

Mark Child, chairman and chief executive officer of Condor, commented: "Condor Gold has conducted a private placement, issuing new ordinary shares representing 19% of the Company's existing issued share capital, to raise gross proceeds of 6,600,000 pounds sterling. The placement proceeds will be used to advance the La India project towards production. Condor has a high grade 1.12 million oz gold open pit Mineral Resource, including Mineral Reserves permitted for extraction from 3 open pits. A processing plant and associated mine site infrastructure is also permitted. The placement proceeds will be used to complete engineering and other technical studies, purchase land in and around the minesite infrastructure and place a deposit on a processing plant. Condor's intention is to permit the 1.2 million oz gold underground Mineral Resource following the commencement of open pit production and continue with exploration activity to demonstrate a 5 million oz Gold District at La India Project."

Details of the Placing and proposed Directors & CFO Subscription

A total of 18,082,192 Units (comprised of 18,082,192 Placing Shares and 9,041,090 Warrants) have been placed with placees at the Placing Price to raise gross proceeds of 6,600,000 pounds sterling. Total fees or commissions payable to agents amount to 193,885 pounds sterling. The net amount raised by the Company through the Placement totals 6,406,115 pounds sterling.

As part of the Placing, the Company advises that through the Directors & CFO Subscription, four Directors of the Company, namely Mark Child, Andrew Cheatle, Ian Stalker and Jim Mellon, along with Jeffrey Karoly (Chief Financial Officer), have subscribed for 27,397, 10,000, 67,370 2,247,150 and 10,000 Units respectively, for a total of 2,361,917 Units (comprising 2,361,917 shares and 1,180,958 share purchase warrants of the Company).

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 2,247,150 Units (comprising 2,247,150 Placing Shares (the "Mellon Shares") and 1,123,575 share purchase warrants of the Company) on the same terms for a sum of 820,210 pounds sterling. Following completion of the Mellon Subscription, Jim Mellon shall own a direct and indirect aggregate shareholding of 16,985,297 Ordinary Shares or 15.0% of the Company. His direct interest will be in 2,889,883 Ordinary Shares and the indirect interest will be in 14,095,414 Ordinary Shares held through Galloway Limited.

Andrew Cheatle has subscribed (the "Cheatle Subscription") for a total of 10,000 Units (comprising 10,000 Placing Shares and 5,000 share purchase warrants of the Company). Following completion of the Cheatle Subscription, Andrew Cheatle shall own directly and indirectly a shareholding of 99,884 Ordinary shares of the Company, representing 0.1% of the resultant issued share capital.

Ian Stalker has subscribed (the "Stalker Subscription") through Promaco Limited, a limited company which is wholly owned by a trust for the Stalker family, for a total of 67,370 Units (comprising 67,370 Placing Shares and 33,685 share purchase warrants of the Company). Following completion of the Stalker Subscription, Ian Stalker shall have a direct or indirect interest in 67,370 Ordinary shares of the Company, representing 0.1% of the resultant issued share capital.

Mark Child has subscribed (the "Child Subscription") for a total of 27,397 Units (comprising 27,397 Placing Shares and 13,698 share purchase warrants of the Company). Following completion of the Child Subscription, Mark Child shall directly and indirectly a shareholding of 4,171,564 Ordinary shares of the Company, representing 3.7% of the resultant issued share capital.

Jeffrey Karoly has subscribed (the "Karoly Subscription") for a total of 10,000 Units (comprising 10,000 Placing Shares and 5,000 share purchase warrants of the Company). Following completion of the Karoly Subscription, Jeffrey Karoly shall own directly and indirectly a shareholding of 122,412 Ordinary shares of the Company, representing 0.1% of the resultant issued share capital.

Application has been made for the Placing Shares to be admitted to trading on AIM ("Admission"), with Admission of the Placing Shares expected to occur on or around 2 June 2020.

The Placing 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 Placing Shares, the Company will have 113,245,714 ordinary shares 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.

Related Party Transaction

The subscription by each of Jim Mellon (through Galloway Limited), Mark Child, Ian Stalker and Andrew Cheatle ("Directors Subscriptions") is a Related Party Transaction under Rule 13 of the AIM Rules for Companies by virtue of Jim Mellon, Andrew Cheatle, Ian Stalker and Mark Child being Directors of the Company. Accordingly, the Independent Director, being Kate Harcourt, confirms that, having consulted with the Company's Nominated Adviser, the terms of their subscription are fair and reasonable insofar as the Company's shareholders are concerned.

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.

A material change report with respect to the Placing is expected to be filed less than 21 days prior to the closing of the Placing. 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.

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 9,850,000 t at 3.6 g/t gold for 1,140,000 oz gold in the Indicated category and 8,479,000 t at 4.3 g/t gold for 1,179,000 oz 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.

Qualified Person

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.

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