Conroy Gold & Natural Resources Plc Issue of Equity
August 11 2020 - 1:00AM
UK Regulatory
TIDMCGNR
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATIONS (EU) NO. 596/2014 ("MAR"). IN ADDITION, MARKET
SOUNDINGS WERE TAKEN IN RESPECT OF THE MATTERS CONTAINED IN THIS ANNOUNCEMENT,
WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF SUCH INSIDE INFORMATION.
UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW
CONSIDERED TO BE IN THE PUBLIC DOMAIN AND SUCH PERSONS SHALL THEREFORE CEASE TO
BE IN POSSESSION OF INSIDE INFORMATION.
11 August 2020
Conroy Gold and Natural Resources plc
("Conroy Gold" or the "Company")
Financing of GBP800,000
Conroy Gold and Natural Resources plc (AIM: CGNR), the gold exploration and
development company focused on Ireland and Finland, is pleased to announce a
placing and subscription to raise GBP800,000 (the "Financing").
FINANCING SUMMARY
* Placing and subscription of 3,200,000 ordinary shares of EUR0.001 each (the
"Financing Shares") at a price of 25 pence per Ordinary Share (the "Issue
Price") to raise GBP800,000 before expenses.
* Including the exercise of warrants announced on 31 July 2020, the Company
has now secured gross proceeds in excess of GBP1,000,000 to bolster the
Company's working capital. The net proceeds of the Financing will be used
to support activities in relation to the Company's proposed joint venture
("JV") with Anglo Asian Mining plc ("Anglo Asian"), announced by the
Company on 21 July 2020, to advance the Company's gold exploration
activities in Finland and for general working capital purposes.
* Each Financing Share carries a warrant to subscribe for one ordinary share
of EUR0.001 in the Company ("Ordinary Shares") at a price of 35 pence per
Ordinary Share (the "Financing Warrants") exercisable for a period of two
years from today's date creating 3,200,000 Financing Warrants.
* Any warrant holder who exercises Financing Warrants within 6 months of
today's date will also be issued with, for every Financing Warrant
exercised, an additional warrant to subscribe for one Ordinary Share at a
price of 100 pence (GBP1.00) per Ordinary Share, again with a life to expiry
ending two years from today's date (the "Super Warrants"). If all Financing
Warrants are exercised within 6 months of today's date, 3,200,000 Super
Warrants would be created.
* Should the volume weighted average share price of Conroy Gold exceed 200
pence (GBP2.00) for a period of 5 consecutive trading days the Company will
be able to write to warrant holders providing 14 days for a warrant holder
to exercise and pay for any outstanding warrants, or the warrant would be
cancelled. This applies to both the Financing Warrants and the Super
Warrants.
* Should all Financing Warrants be exercised within 6 months and subsequently
all Super Warrants be exercised, this would generate an additional GBP
4,320,000 of funding for the Company over and above the GBP800,000
immediately raised through this Financing. There can be no guarantee that
any warrants will be exercised in the future and that any additional
proceeds over and above the amount immediately raised through the Financing
will be received by the Company.
* The Financing has been arranged by First Equity Limited, who have been
appointed as joint broker to the Company with immediate effect.
* The Financing Shares will represent approximately 10.4 per cent. of the
enlarged issued share capital of the Company and have been subscribed for
by a combination of new investors and existing shareholders. The Financing
comprises 2,485,000 new ordinary shares to be issued to investors pursuant
to a placing arranged by First Equity Limited and 715,000 new ordinary
shares to be issued to certain existing and new investors pursuant to a
subscription with the Company.
* The Financing has been conducted within the Company's existing share
authorities and is conditional on admission of the Financing Shares to
trading on AIM ("Admission") becoming effective.
Professor Richard Conroy, Chairman, commented: "I am pleased to undertake this
Financing which we have conducted at a significant premium to the last
financing announced in February 2020. This reflects the progress made by the
Company, and notably the proposed JV with Anglo Asian announced in July.
We are working with the team at Anglo Asian to finalise the JV, and look
forward to proactive operational activities at our gold projects in the
Longford-Down Massif where we have an existing JORC compliant gold resource of
517,000 ounces and a series of targets across a 65km long district scale gold
trend.
In particular, the existing resource has been generated from drilling covering
a small fraction of the Clontibret gold target, with the majority of drilling
to a depth of less than 200m and a maximum depth of 350m. The Clontibret
deposit is geologically comparable to the Fosterville deposit in Victoria,
Australia, where the occurrence of visible gold is becoming increasingly
significant at depth."
SUBSTANTIAL SHAREHOLDER PARTICIPATION AND RELATED PARTY TRANSACTION
Patrick O'Sullivan, a substantial shareholder in the Company as defined in the
AIM Rules for Companies and therefore a related party of the Company for the
purposes of the AIM Rules for Companies, has subscribed for 200,000 Financing
Shares at the Issue Price. The participation by Patrick O'Sullivan in the
Financing is deemed to be a related party transaction pursuant to rule 13 of
the AIM Rules for Companies. Accordingly, the Directors of the Company
consider, having consulted with the Company's nominated adviser, Allenby
Capital Limited, that the terms of the participation in the Financing by
Patrick O'Sullivan are fair and reasonable insofar as shareholders are
concerned.
ADMISSION, WARRANTS AND TOTAL VOTING RIGHTS
The issue of the Financing Shares and the possible issue of new Ordinary Shares
from the exercise of the Financing Warrants and the Super Warrants, will be
undertaken pursuant to the Company's existing share authorities.
An application will be made shortly to the London Stock Exchange for the
Financing Shares to be admitted to trading on AIM. It is expected that
Admission will become effective and that dealings in the Financing Shares on
AIM will commence on or around 20 August 2020.
The Financing Warrants and the Super Warrants will not be admitted to trading
on AIM or any other stock market and will not be transferable. The issuance of
the Warrants is subject to Admission.
In accordance with the FCA's Disclosure Guidance and Transparency Rules, the
Company confirms that on completion of the Financing, and following Admission,
the Company's enlarged issued ordinary share capital will comprise 30,772,205
Ordinary Shares.
The Company does not hold any Ordinary Shares in Treasury. Therefore,
following Admission, the above figure may be used by shareholders in the
Company as the denominator for the calculations to determine if they are
required to notify their interest in, or a change to their interest in the
Company, under the FCA's Disclosure Guidance and Transparency Rules.
Further information is available through the Company's website:
www.conroygold.com
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-479-6180
Professor Richard Conroy, Chairman
Allenby Capital Limited (Nomad) Tel: +44-20-3328-5656
Nick Athanas/Nick Harriss
Brandon Hill Capital Limited (Joint Broker) Tel: +44-20-3463-5000
Jonathan Evans
First Equity Limited (Joint Broker) Tel: +44-20-7330-1883
Jason Robertson
Lothbury Financial Services Tel: +44-20-3290-0707
Michael Padley
Hall Communications Tel: +353-1-660-9377
Don Hall
END
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