TIDMCNR
RNS Number : 1784P
Condor Gold PLC
16 February 2021
Condor Gold plc
22a St. James's Square
London
SW1Y 4JH
Telephone +44 020 74932784
16 February 2021
Condor Gold plc
("Condor", "Condor Gold" or the "Company")
Condor Gold Raises GBP 4.0 Million Via a Private Placement of
New Ordinary Shares
Condor Gold (AIM: CNR; TSX: COG) is pleased to announce a
placing of 9,523,810 new ordinary shares in the Company of 20p each
("Placing Shares") at a price of 42p per Placing Share (the
"Placing Price"), including a Directors & CFO subscription of
4,871,414 Placing Shares ("Directors & CFO Subscription"), to
raise in aggregate gross proceeds of GBP4,000,000 (the "Placing")
before expenses. The Placing has been arranged directly by the
Company with institutional and other investors.
Completion of the Placing is conditional, inter alia, upon
receipt of funds by close of business on 24 February 2021 and
admission of the Placing Shares to trading on AIM, expected to be
on or around 1 March 2021. The Company has received conditional
approval from the Toronto Stock Exchange (the "TSX") for the
Placing.
The Placing Shares 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. There are no restrictions
on selling Placing Shares not sold to Canadian investors.
Mark Child, Chairman and Chief Executive Officer of Condor,
commented:
"Condor Gold has conducted a private placement, issuing new
ordinary shares representing 7.9% of the Company's existing issued
share capital, to raise gross proceeds of GBP4.0 million. The
Placement was oversubscribed. Following the placement Condor will
have a net cash position of approximately GBP8 million. The
Placement has been conducted quickly following an offer by Jim
Mellon, Condor's largest shareholder, to invest a further GBP2
million in the Company. The Board decided to accept further GBP2
million primarily from existing shareholders.
"The placement proceeds will be used to advance the La India
Project towards production and expand the gold mineral resource.
Condor has successfully permitted 3 open pits at La India.
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.
"La India Project has total Indicated Mineral Resources of
9.85Mt at a grade of 3.6 g/t gold, for a total contained ounces of
1,140,000 oz gold and total Inferred Mineral Resources of 8.48Mt at
a grade of 4.3 g/t gold, for a total contained ounces of 1,179,000
oz gold. 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 the remaining 5% of the land in
and around the minesite infrastructure, place a deposit on a
processing plant, finance a 4,000m infill drilling program
currently underway with two drill rigs within the high grade
starter pits within the permitted la India open pit. The extra cash
also allows Condor to continue with exploration activity aimed at
demonstrating the potential for a 5 million oz Gold District at La
India Project: the Company will commence a 5,000m drilling program
on the Cacao vein in the near future."
Details of the Placing and Directors & CFO Subscription
A total of 9,523,810 Placing Shares have been placed with
placees at the Placing Price to raise gross proceeds of
GBP4,000,000. Total fees or commissions payable to agents amount to
GBP8,204.
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 14,270, 11,905, 71,429, 4,761,905 and 11,905 Placing
Shares respectively, for a total of 4,871,414 Placing Shares.
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 4,761,905 Placing Shares (the "Mellon
Shares") for a sum of GBP 2,000,000 . Following completion of the
Mellon Subscription, Jim Mellon shall own a direct and indirect
aggregate shareholding of 25,051,368 Ordinary Shares or 19.2% of
the Company. His direct interest will be in 2,889,883 Ordinary
Shares and the indirect interest will be in 22,161,485 Ordinary
Shares held through Galloway Limited.
Andrew Cheatle has subscribed (the "Cheatle Subscription") for a
total of 11,905 Placing Shares). Following completion of the
Cheatle Subscription, Andrew Cheatle shall own directly and
indirectly a shareholding of 130,955 Ordinary shares of the
Company, representing 0.1% of the resultant issued share
capital.
Ian Stalker has subscribed (the "Stalker Subscription") through
Promaco Consulting Services Limited, a limited company which is
wholly owned by a trust for the Stalker family, for a total of
71,429 Placing Shares. Following completion of the Stalker
Subscription, Ian Stalker shall have a direct or indirect interest
in 238,799 Ordinary shares of the Company, representing 0.2% of the
resultant issued share capital.
Mark Child has subscribed (the "Child Subscription") for a total
of 14,270 Placing Shares. Following completion of the Child
Subscription, Mark Child shall own directly and indirectly a
shareholding of 4,215,000 Ordinary shares of the Company,
representing 3.2% of the resultant issued share capital.
Jeffrey Karoly has subscribed (the "Karoly Subscription") for a
total of 11,905 Placing Shares. Following completion of the Karoly
Subscription, Jeffrey Karoly shall own directly and indirectly a
shareholding of 160,983 Ordinary shares of the Company,
representing 0.1% of the resultant issued share capital.
Application will be 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 1 March 2021.
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
130,519,401 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 and in
the case of Jim Mellon being a 16.8% direct and indirect
shareholder. Accordingly, the Independent Director, being Kate
Harcourt, considers that, having consulted with the Company's
Nominated Adviser, the terms of the Directors Subscriptions 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.
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
Finance LLP Ewan Leggat
+44 (0) 20 3470 0470
Blytheweigh 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 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 9,850Kt at 3.6 g/t gold for 1,140Koz gold in
the Indicated category and 8,479Kt at 4.3g/t gold for 1,179Koz gold
in the Inferred category. The Indicated Mineral Resource is
inclusive of the Mineral Reserve. A gold price of $1,500/oz and a
cut-off grade of 0.5g/t and 2.0g/t gold were assumed for open pit
and underground resources respectively. A cut-off grade of 1.5g/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 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 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 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.
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.
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 .
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 statements with respect to: the future development and
production plans at La India Project. 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, resources and reserves; 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, 2019 dated March 31, 2020, 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 4,761,905 Ordinary shares of
instrument, t ype of instrument 20 pence each in Condor Gold
plc
I d e ntification code
ISIN GB00B8225591
Nature of the transaction Director's participation in
a Subscription
c) Price(s) and volumes(s) Price(s) Volumes(s)
42 pence 4,761,905
-----------
d) Aggregated information n/a
e) Date of the transaction 15 February 2021
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 11,905 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -------------------------------------------
Nature of the transaction Director's participation in a Subscription
-------------------------- -------------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
42 pence 11,905
-----------
-------------------------- -------------------------------------------
d) Aggregated information n/a
-------------------------- -------------------------------------------
e) Date of the transaction 15 February 2021
-------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -------------------------------------------
Mark Child
1 Details of t he p erson disc harging managerial responsib
ilities / p erson 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 14,270 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -------------------------------------------
Nature of the transaction Director's participation in a Subscription
-------------------------- -------------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
42 pence 14,270
-----------
-------------------------- -------------------------------------------
d) Aggregated information n/a
-------------------------- -------------------------------------------
e) Date of the transaction 15 February 2021
-------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -------------------------------------------
Jeffrey Karoly
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Jeffrey Karoly
-------------------------- -----------------------------------
2 Reason for notification
---------------------------------------------------------------
a) Position / status Chief Financial Officer
-------------------------- -----------------------------------
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 11,905 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -----------------------------------
Nature of the transaction Participation in a Subscription
-------------------------- -----------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
42 pence 11,905
-----------
-------------------------- -----------------------------------
d) Aggregated information n/a
-------------------------- -----------------------------------
e) Date of the transaction 15 February 2021
-------------------------- -----------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -----------------------------------
Ian Stalker
1 Details of t he p erson disc harging managerial responsib
ilities / p erson closely associated
a) Name Ian Stalker
-------------------------- -----------------------------------
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 71,429 Ordinary shares of 20 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -----------------------------------
Nature of the transaction Participation in a Subscription
-------------------------- -----------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
42 pence 71,429
-----------
-------------------------- -----------------------------------
d) Aggregated information n/a
-------------------------- -----------------------------------
e) Date of the transaction 15 February 2021
-------------------------- -----------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -----------------------------------
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