Chaarat Gold Holdings Ltd Letter of Intent for US$250 million Investment (6475Z)
May 17 2023 - 1:00AM
UK Regulatory
TIDMCGH
RNS Number : 6475Z
Chaarat Gold Holdings Ltd
17 May 2023
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
FOR IMMEDIATE RELEASE
17 May 2023
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Non-binding Letter of Intent for US$250 million Investment
Chaarat Gold (AIM: CGH), the AIM-quoted gold mining Company with
an operating mine in Armenia, and assets at various stages of
development in the Kyrgyz Republic, is pleased to announce the
signing of a non-binding letter of intent ("LOI") and an indicative
term sheet with Xiwang International Company Limited ("Xiwang") for
a potential equity investment of US$250 million (the
"Investment").
The Investment would be used to develop Chaarat's organic
pipeline and external growth through value-added acquisitions. The
Investment would be in the form of a new issue of shares in Chaarat
at a price of GBP0.20 per share resulting in Xiwang holding 60% of
the shares in Chaarat. Should the Investment be completed, it is
anticipated that Xiwang would have the right to appoint two members
to the Chaarat board. As part of the completion documentation, it
is expected that Xiwang and Chaarat would enter into a relationship
agreement containing provisions typically found in such an
agreement to ensure that the Company would continue to operate
independently.
Chaarat and Xiwang expect to agree the terms of a preliminary
investment agreement ("PIA") by the end of May 2023. Upon
completion of the PIA, it is the intention of the parties to enter
into a formal investment agreement with completion by 30 July 2023.
Conditions precedent to completing the Investment would include
completion of all remaining due diligence, Xiwang completing its
financing, and receipt of all necessary corporate, government, and
regulatory approvals.
As a British Virgin Islands incorporated company, Chaarat is not
directly subject to any restrictions on takeover offers such as
those which exist in the United Kingdom pursuant to the City Code
on Takeovers and Mergers. However, Chaarat's articles of
association (the "Articles") include provisions dealing with
takeover bids, squeeze-out and sell-out. Should the Investment be
completed it is not anticipated that the Chaarat board will
exercise its right to request an extension of the offer to all
other shareholders pursuant to Regulation 19 of the Articles (1)
.
The LOI is not binding and there is no certainty at this stage
that the proposed Investment will be completed. A further
announcement will be made when appropriate.
About Xiwang
Xiwang International Company Ltd (Xiwang) is an investment
company incorporated in the British Virgin Islands. As part of its
long-term strategic investment plan, Xiwang is looking to create a
significant portfolio of mining assets and resources on a global
basis by partnering with and providing funding to listed public
operating companies with strong governance, focussed on disciplined
capital allocation and shareholder value creation.
Martin Andersson, Executive Chair of Chaarat, said:
" We are pleased to have taken the discussions with Xiwang to
this stage. We will now work with Xiwang towards progressing the
PIA and subsequent investment and relationship agreements to
support the growth objectives of Chaarat.
Xiwang is undergoing a transformational change and Chaarat is
one of the potential platforms for their investment consideration
and passed their initial due diligence, governance and investment
criteria."
Enquiries
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
Mike Fraser (Chief Executive Officer) ir@chaarat.com
Canaccord Genuity Limited (NOMAD and
Joint Broker) + 44 (0)20 7523 8000
Henry Fitzgerald-O'Connor
James Asensio
finnCap Limited (Joint Broker) +44 (0)20 7220 0500
Christopher Raggett
Panmure Gordon (UK) Limited (Joint Broker) +44 (0)20 7886 2500
John Prior
Hugh Rich
About Chaarat
Chaarat is a gold mining company which owns the Kapan operating
mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in
the Kyrgyz Republic. The Company has a clear strategy to build a
leading emerging markets gold company through organic growth and
selective M&A.
Chaarat aims to create value for its shareholders, employees,
and communities from its high-quality gold and mineral deposits by
building relationships based on trust and operating to the best
environmental, social, and employment standards. Further
information is available at www.chaarat.com .
Note
(1) The full text of these provisions can be found in Regulation
19 of the Articles which are available on the Company's website at
this link: Articles
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