£4.1 Million Private Placement
29/10/2021 07:00
RNS Number : 6428Q
Condor Gold PLC
29 October 2021
Condor Gold plc
7/8 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
29 October 2021
Condor Gold plc
("Condor", "Condor Gold" or the "Company")
Condor Gold Raises £4.1 Million Via a Private Placement of New Ordinary Shares
Condor Gold (AIM: CNR; TSX: COG) is pleased to announce a placing of 11,714,286 Units (as defined below) at a price of 35p per Unit (the "Placing Price"), including a Directors & CFO subscription of 2,972,144 Units ("Directors & CFO Subscription"), for aggregate gross proceeds of £4.1 million before expenses (the "Placing"). The Placing has been undertaken by the Company and its Brokers with institutional and other investors. Completion of the Placing is conditional, inter alia, upon receipt of funds by close of business on 29 October 2021 and admission of the Units to trading on AIM, expected to be on or around 2 November 2021. The Company has received conditional approval from the Toronto Stock Exchange (the "TSX") for the Placing.
Mark Child, Chairman and Chief Executive Officer of Condor, commented:
"Condor Gold has conducted a private placement, issuing new ordinary shares representing 8.7% of the Company's existing issued share capital, to raise gross proceeds of £4.1 million. The placement proceeds will be primarily used to complete a Feasibility Study, increasing the confidence of the Project, incorporating a Feasibility Level engineering design, and +/- 15% capital and operating costs. This in turn will facilitate the securing of Project financing ahead of Project construction. The other use of proceeds is to pay the balance of a new SAG Mill, which is now 80% in Nicaragua and advance the site clearance and preparation for the processing plant. Condor's base case is to produce 100,000 oz gold p.a. before materially expanding production".
Details of the Placing and Directors & CFO Subscription
Each unit (a "Unit") is comprised of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant (each whole Ordinary Share purchase warrant, a "Warrant"). Each Warrant, which is unlisted and fully transferable, will entitle the holder thereof to purchase one Ordinary Share at a price of 50p for a period of 24 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 60p 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 Ordinary Shares on AIM and the TSX.
A total of 11,714,286 Units have been placed with placees at the Placing Price to raise gross proceeds of £4.1 million.
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 John Seaberg (Chief Financial Officer), have subscribed for 15,000, 14,286, 71,429, 2,857,143 and 14,286 Units, respectively, for a total of 2,972,144 Units. The percentage shareholdings detailed below are calculated post admission of the new Ordinary Shares to AIM.
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 2,857,143 Units (the "Mellon Shares") for a sum of £1,000,000.05 Following completion of the Mellon Subscription, Jim Mellon shall own a direct and indirect aggregate shareholding of 27,908,511 Ordinary Shares, representing approximately 19.0% of the Company's issued Ordinary Shares. His direct interest will be in 2,889,883 Ordinary Shares and the indirect interest will be in 25,018,628 Ordinary Shares held through Galloway Limited.
Andrew Cheatle has subscribed (the "Cheatle Subscription") for a total of 14,286 Units. Following completion of the Cheatle Subscription, Andrew Cheatle shall own directly and indirectly 145,241 Ordinary Shares, representing approximately 0.1% of the of the Company's issued Ordinary Shares.
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 Units. Following completion of the Stalker Subscription, Ian Stalker shall have a direct or indirect interest in 310,228 Ordinary shares, representing approximately 0.2% of the Company's issued Ordinary Shares.
Mark Child has subscribed (the "Child Subscription") for a total of 15,000 Units. Following completion of the Child Subscription, Mark Child shall own directly and indirectly a shareholding of 4,230,000 Ordinary Shares, representing approximately 2.9% of the Company's issued Ordinary Shares.
John Seaberg has subscribed (the "Seaberg Subscription") for a total of 14,286 Units. Following completion of the Seaberg Subscription, John Seaberg shall own directly and indirectly a shareholding of 14,286 Ordinary shares of the Company, representing approximately nil% of the Company's issued Ordinary Shares.
Application has been made for the new Ordinary Shares to be admitted to trading on AIM ("Admission"), with Admission of the new Ordinary Shares expected to occur on or around 2 November 2021.
The new Ordinary 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 new Ordinary Shares the Company will have 146,630,715 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.
The placement proceeds will be primarily used to complete a Feasibility Study, increasing the confidence of the Project, incorporating a Feasibility Level engineering design, and +/- 15% capital and operating costs. This in turn will facilitate the securing of Project financing ahead of Project construction. The other use of proceeds is to pay the balance of a new SAG Mill, which is now 80% in Nicaragua and advance the site clearance and preparation for the processing plant.
Related Party Transaction
The subscription by each of Jim Mellon (through Galloway Limited), Mark Child, Ian Stalker and Andrew Cheatle ("Directors Subscriptions") is being treated as 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 19.0% 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.
TSX Matters
The Company is relying on the exemption provided for pursuant to Section 602.1 of the TSX Company Manual (the "Manual") from the requirements of the Manual and the TSX related to the Placing, as the Company is an "Eligible Interlisted Issuer" as defined in the Manual.
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 Company'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 | |
| H&P Advisory Limited | Andrew Chubb and Nilesh Patel +44 207 907 8500 | |
| Blytheweigh | Tim Blythe and Megan Ray +44 (0) 20 7138 3204 |
| 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) | Initial notification /Amendment | Initial | ||||
| 3 | Detailsoftheissuer, emissionallowancemarketparticipant,auctionplatform, auctioneerorauctionmonitor | |||||
| a) | Name | Condor Gold plc | ||||
| b) | LEI | 213800PFKETQA86RHL82 | ||||
| 4 | Detailsofthetransaction(s): sectiontoberepeatedfor(i)eachtypeofinstrument; (ii)eachtypeoftransaction;(iii)eachdate;and(iv)eachplace wheretransactions havebeenconducted | |||||
| a) | Description of the financial instrument, type ofinstrument Identification code | 2,857,143 units of Condor Gold plc, each consisting of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant ISIN GB00B8225591 | ||||
| Nature of the transaction | Director's participation in a Subscription | |||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 28 October 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details oftheperson dischargingmanagerial responsibilities/personclosely associated | |||||
| a) | Name | Andrew Cheatle | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Detailsoftheissuer, emissionallowancemarketparticipant,auctionplatform, auctioneerorauctionmonitor | |||||
| a) | Name | Condor Gold plc | ||||
| b) | LEI | 213800PFKETQA86RHL82 | ||||
| 4 | Detailsofthetransaction(s): sectiontoberepeatedfor(i)eachtypeofinstrument; (ii)eachtypeoftransaction;(iii)eachdate;and(iv)eachplace wheretransactions havebeenconducted | |||||
| a) | Description of the financial instrument, type ofinstrument Identification code | 14,286 units of Condor Gold plc, each consisting of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant ISIN GB00B8225591 | ||||
| Nature of the transaction | Director's participation in a Subscription | |||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 28 October 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details ofthe persondischargingmanagerialresponsibilities/personclosely associated | |||||
| a) | Name | Mark Child | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Executive Chairman | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Detailsoftheissuer, emissionallowancemarketparticipant,auctionplatform, auctioneerorauctionmonitor | |||||
| a) | Name | Condor Gold plc | ||||
| b) | LEI | 213800PFKETQA86RHL82 | ||||
| 4 | Detailsofthetransaction(s): sectiontoberepeatedfor(i)eachtypeofinstrument; (ii)eachtypeoftransaction;(iii)eachdate;and(iv)eachplace wheretransactions havebeenconducted | |||||
| a) | Description of the financial instrument, type ofinstrument Identification code | 15,000 units of Condor Gold plc, each consisting of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant ISIN GB00B8225591 | ||||
| Nature of the transaction | Director's participation in a Subscription | |||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 28 October 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details ofthe persondischargingmanagerialresponsibilities/personclosely associated | |||||
| a) | Name | John Seaberg | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Chief Financial Officer | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Detailsoftheissuer, emissionallowancemarketparticipant,auctionplatform, auctioneerorauctionmonitor | |||||
| a) | Name | Condor Gold plc | ||||
| b) | LEI | 213800PFKETQA86RHL82 | ||||
| 4 | Detailsofthetransaction(s): sectiontoberepeatedfor(i)eachtypeofinstrument; (ii)eachtypeoftransaction;(iii)eachdate;and(iv)eachplace wheretransactions havebeenconducted | |||||
| a) | Description of the financial instrument, type ofinstrument Identification code | 14,286 units of Condor Gold plc, each consisting of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant ISIN GB00B8225591 | ||||
| Nature of the transaction | Participation in a Subscription | |||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 28 October 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||
| 1 | Details ofthe persondischargingmanagerialresponsibilities/personclosely associated | |||||
| a) | Name | Ian Stalker | ||||
| 2 | Reason for notification | |||||
| a) | Position / status | Non-Executive Director | ||||
| b) | Initial notification /Amendment | Initial | ||||
| 3 | Detailsoftheissuer, emissionallowancemarketparticipant,auctionplatform, auctioneerorauctionmonitor | |||||
| a) | Name | Condor Gold plc | ||||
| b) | LEI | 213800PFKETQA86RHL82 | ||||
| 4 | Detailsofthetransaction(s): sectiontoberepeatedfor(i)eachtypeofinstrument; (ii)eachtypeoftransaction;(iii)eachdate;and(iv)eachplace wheretransactions havebeenconducted | |||||
| a) | Description of the financial instrument, type ofinstrument Identification code | 71,429 units of Condor Gold plc, each consisting of one ordinary share of 20p each in the Company (each, an "Ordinary Share") and one-half of one Ordinary Share purchase warrant ISIN GB00B8225591 | ||||
| Nature of the transaction | Participation in a Subscription | |||||
| c) | Price(s) and volumes(s) |
| ||||
| d) | Aggregated information | n/a | ||||
| e) | Date of the transaction | 28 October 2021 | ||||
| f) | Place of the transaction | London Stock Exchange, AIM (XLON) | ||||