The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the
Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon
publication of this announcement, this inside information is now
considered to be in the public domain.
21 December 2017
Conroy
Gold and Natural Resources plc
(“Conroy Gold” or “the Company”)
Strategic
Financing and Business Update
Conroy Gold and Natural Resources
plc (AIM: CGNR) the gold exploration and development company
focused on Ireland and
Finland, is pleased to announce a
strategic financing and business update for shareholders.
Highlights:
- Strategic Financing with a conditional subscription to raise
£1,000,000 (before expenses) through the issue of 7,843,137 new
ordinary shares of €0.001 each in the capital of the Company
(“Ordinary Shares”) at 12.75p per share (“Subscription Shares”),
the market mid-price at the time of the financing agreement (the
“Subscription”);
- Completion is conditional on all resolutions being passed at
the Company’s forthcoming Annual General Meeting (“AGM”) on 21
December and admission to trading of new subscription shares to
AIM;
- Financing terms agreed by all parties to ensure that funds
raised will be predominantly focused on commercialisation of key
projects through investment in asset development and associated
ground exploration;
- Each Subscription Share has an attaching warrant to subscribe
for a further new ordinary share at 22p (“Warrants”), with warrant
accelerator available to the Company should the volume weighted
average Ordinary Share price of the Company exceed 75p for five
days or more;
- Should all Warrants be exercised the total amount of new
capital raised for the Company through the Subscription and Warrant
exercise would be approximately £2.7 million;
- Strategic Financing undertaken with SI Capital and a small
group of high net worth investors, including Value Generation
Limited, the family company of Paul
Johnson, which has subscribed for £100,000 of Subscription
Shares and Gervaise Heddle who has
subscribed for £50,000 of the Subscription Shares;
- Financing enables the Company to proactively recommence
business development with a focus on commercialisation of key
business interests and proactive ground exploration of significant
gold targets.
Professor Richard Conroy,
Chairman of Conroy Gold
commented: “I am pleased to report that with this Strategic
Financing the Company is now able to move forward and into what we
trust will be a brighter and more collaborative 2018 business
development programme.
The differences between the Board and certain shareholders have
been resolved and an agreement reached to enable the business to
move forward, the first step of which is this Strategic
Financing.
The money raised will predominantly be focused on
commercialisation of our business interests and an active ground
exploration programme. We have a considerable business opportunity,
launching now from a position with Clontibret, where we published
the Updated Mineral Resources of 517,000 ounces of gold on 28 July
2017. Of note, this JORC compliant resource is from just 20%
of the Clontibret geochemical target area and remains open at depth
and along strike.
Clontibret underpins the Company however, our potential upside
opportunity is amply demonstrated by the size and scale of the 40
mile (65km) gold trend covered by our licence interests and
including the major targets of Clay Lake, Clontibret, Glenish and
Slieve Glah. As announced on 31 March
2016 at Clay Lake/Clontibret alone the Company has a
conceptual exploration target of 5 million gold ounces.
Following this Strategic Financing the Company will have a
market capitalisation of approximately £2.6 million (based on the
placing price of 12.75p), which the Board believes offers
shareholders and new investors considerable upside potential.
To this end we will provide further updates to the market early
in the New Year outlining our plans and a potential pathway to
commercialisation. With the increased interest being shown in
Irish mining from companies and investors across the world, the
time to take the next steps forward could not be better.
I would like to thank shareholders for their support during the
past year and express my appreciation that we have reached an
agreement to take the company forward in this driven, collaborative
and proactive manner.”
Additional Information
Conroy Gold and Natural Resources
plc has conditionally raised £1,000,000, prior to expenses, through
the Subscription for 7,843,137 Ordinary Shares at a price of 12.75p
per Subscription Share.
The Subscription is conditional, inter alia, on the passing of
all resolutions at the Company’s forthcoming AGM on 21 December 2017 in Dublin, Ireland and admission of the
Subscription Shares to trading on AIM.
The Subscription Shares will rank pari
passu with the existing issued Ordinary Shares.
Each new Ordinary Share in the subscription will be accompanied
by one Warrant to subscribe for a further ordinary share at a price
of 22p at any time until 30 June
2019, with a warrant accelerator applying whereby should the
volume weighted average Ordinary Share price trade for 5
consecutive days at 75p or greater, the Company will have the right
to issue Warrant holders with a one week notice to exercise their
Warrants. Unexercised Warrants would be cancelled and for
Warrants exercised under this notice provision payment must be made
to the Company within two weeks of exercise.
The Company intends to use the proceeds of the Subscription to
fund the advancement of the Company’s gold assets, in particular
the development of the Clontibret deposit and increased exploration
at the Clay Lake Deposit. Additional exploration will be focused on
the Slieve Glah and Glenish gold prospects and other targets within
the 40 mile (65km) Armagh- Monaghan- Cavan gold belt and for
working capital generally.
Application will be made to AIM for the Subscription Shares to
be admitted to trading. It is expected that admission will
become effective on or around 3 January
2018.
Following the issue of the Subscription Shares, and for the
purposes of the Disclosure and Transparency Rules, the Company's
total issued share capital on Admission will consist of 20,056,674
Ordinary Shares.
The above figure may be used by shareholders as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest
in, the Company, under the Disclosure and Transparency Rules.
THIS ANNOUNCEMENT AND THE INFORMATION
IN IT, IS RESTRICTED, AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR
INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR
SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT
HAS BEEN ISSUED BY AND IS THE SOLE RESPONSIBILITY OF THE
COMPANY.
THIS ANNOUNCEMENT IS NOT AN OFFER FOR
SALE OR SUBSCRIPTION IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE WOULD BE UNLAWFUL UNDER THE SECURITIES LAW OF
ANY JURISDICTION. THIS ANNOUNCEMENT IS NOT AN OFFER OF OR
SOLICITATION TO PURCHASE OR SUBSCRIBE FOR SECURITIES IN
THE UNITED STATES.
Contacts:
Conroy Gold and Natural
Resources plc
Tel: +353-1-479-6180
Professor Richard Conroy,
Chairman
Allenby Capital Limited (Nomad)
Tel: +44-20-3328-5656
Virginia Bull / James Thomas / Nick
Harriss
Beaufort Securities (Broker)
Tel: +44-20-7382-8300
Jon Belliss / Elliot Hance
Lothbury Financial Services
Tel: +44-20-3290-0707
Michael Padley
Hall Communications
Tel:
+353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com