THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE
PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 (WHICH FORMS PART
OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("EUWA")) ("UK MAR"). IN ADDITION, MARKET SOUNDINGS (AS
DEFINED IN UK MAR) WERE TAKEN IN RESPECT OF CERTAIN OF THE MATTERS
CONTAINED WITHIN THIS ANNOUNCEMENT, WITH THE RESULT THAT CERTAIN
PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED UNDER UK
MAR). UPON THE PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY
INFORMATION SERVICE, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION
IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE
INFORMATION, WHICH IS NOW CONSIDERED TO BE IN THE PUBLIC
DOMAIN.
16 March
2021
Conroy Gold and Natural Resources plc
(“Conroy Gold” or the “Company”)
Financing of £2.25
million
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 a total of c.£1.87 million
(before expenses) (the “Fundraising”) in conjunction with
the conversion of c.£0.38 million of existing debt into new
ordinary shares in the Company (the “Debt Capitalisation”)
for a total financing of £2.25 million (the
“Financing”).
The Financing has been arranged at 33
pence per share (the “Issue Price”), being the
closing mid-market price of an existing ordinary share on 15 March
2021. Each new ordinary share being issued pursuant to the
Financing has a one-for-one warrant attached, exercisable at
50 pence per share with a two-year
term (“Financing Warrant”) and a super warrant to be issued
on a one-for-one basis for any Financing Warrants exercised before
31 December 2021, each super warrant
being exercisable at £1 per share, expiring on the 2nd
anniversary of completion of the Financing (“Super
Warrant”).
FINANCING SUMMARY
- Placing and subscription of 5,670,449 ordinary shares of €0.001
each (“Ordinary Shares”) at a price of 33 pence per Ordinary Share to raise £1,871,249
before expenses (the “Financing Shares”).
- In conjunction with the Fundraising certain parties, including
Professor Richard Conroy (Chairman
of the Company), have also capitalised amounts owed to them
totalling £378,751 through the issue of 1,147,726 new Ordinary
Shares at the Issue Price (the “Debt Capitalisation
Shares”).
- The Financing significantly strengthens the Company’s balance
sheet and working capital position. The funds raised will be used
by the Company to support activities in relation to the proposed
joint venture (“JV”) with Demir Export A.S. (“Demir
Export”), announced on 25 February
2021, to meet the commitments and associated costs on the
Company’s various licences in Ireland and Finland, for exploration drilling on the
copper/gold licences in Finland
and for general working capital.
- Each Financing Share and Debt Capitalisation Share carries a
warrant to subscribe for one new Ordinary Share at a price of
50 pence per Ordinary Share
exercisable for a period of two years from the admission to trading
on AIM of the Financing Shares and the Debt Capitalisation Shares
(“Admission”), creating 6,818,175 Financing
Warrants.
- Any warrant holder who exercises Financing Warrants on or
before 31 December 2021 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 (£1.00) per Ordinary Share,
again with a life to expiry ending two years from Admission. If all
Financing Warrants are exercised before 31
December 2021, 6,818,175 Super Warrants would be
created.
- Should all the above Financing Warrants be exercised on or
before 31 December 2021 and
subsequently all Super Warrants be exercised, this would generate
an additional c.£10.2 million of funding for the Company over and
above the £2.25 million secured 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.
- Certain directors have subscribed for a total of £21,500 in the
Fundraising at the Issue Price.
- The Fundraising has been arranged by First Equity Limited, the
Company’s joint broker.
- The Financing Shares will represent approximately 14.4 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 4,768,906 new Ordinary Shares
to be issued to investors pursuant to a placing arranged by First
Equity Limited and 901,543 new Ordinary Shares to be issued to
certain existing and new investors pursuant to a subscription with
the Company.
- The Debt Capitalisation Shares will represent approximately 2.9
per cent. of the enlarged issued share capital of the Company.
- The Financing has been conducted within the Company’s existing
share authorities and is conditional on admission of the Financing
Shares and the Debt Capitalisation Shares to trading on AIM
becoming effective.
Professor Richard Conroy,
Chairman, commented: “We are delighted with the result
of the Financing completed at yesterday’s prevailing mid-market
price. This sees a gross amount of £1.87m (before costs) being
added to the Company’s existing cash resources and a further
£378,751 converted from debt to equity in the
Company.
As announced on 25th
February 2021, Conroy Gold has engaged with Demir Export on a
proposed JV covering the Company’s gold projects in the
Longford-Down Massif. Demir Export belongs to the Koç Family
who also own the largest industrial conglomerate in Turkey, a Fortune Global 500 company and
Turkey’s leading investment holding company.
The letter of intent signed in
respect of the JV proposal would also provide the considerable
injection of working capital needed for the development of
commercial mining operations at Clontibret and elsewhere along our
district scale gold trend. The proposed JV with Demir Export,
if completed, would mean a further €1 million payment being made to
the Company together with an initial €9 million of expenditure
(excluding operator fees, Demir Export in-house costs and minimum
regulatory work commitments) over two phases which would earn Demir
Export a 40% interest in the Company’s Longford Down Massif
projects as a whole.
The third phase which will see
expenditure by Demir Export of the additional funds required to
reach declaration of construction-ready status (i.e. a bankable
feasibility study or equivalent and all related mining permits
achieved) - for Clontibret and/or other mine developments will earn
an additional 17.5% interest in the development(s) thus increasing
Demir Export’s holding to a total of 57.5% in those development(s).
At this point Conroy Gold would
retain a 42.5% interest with various further options including a
“Carry Loan” on capital expenditure to commercial production
enabling Conroy Gold to retain an
externally funded 25% project interest with minimal further cash
outlay. This ongoing ownership aspect was a particularly key
element of the JV for the Company.
In the Longford-Down Massif, the
Company has already delineated an existing JORC compliant gold
resource of 517,000 ounces and a series of targets across the 65km
long district scale gold trend.
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.
Engaging with Demir Export, a
proposed JV partner with considerable financial and operational
strength, is exactly what is needed to accelerate our exploration
and mine development activities.
As we move forward to conclude the
formal JV agreement, the Company is pleased to secure this
significant financing which changes the Company’s treasury and
balance sheet and supports the various business development
activities that are ongoing. We are seeking an efficient conclusion
of the formal JV agreement, advancement of gold exploration in
Ireland and the drilling of key
targets at the Company’s Finland
gold interests.
The Board believe that Conroy
Gold is at a key value inflection point and we are grateful
for the support of shareholders and investors as we drive the
Company forward.”
DIRECTORS’ PARTICIPATION IN THE
FUNDRAISING
Details of the subscriptions by certain of the Directors in the
Fundraising at the Issue Price and their resultant shareholdings
immediately following Admission are as follows:
Name |
Financing Shares being subscribed |
Value
of the subscriptions at the Issue Price |
Ordinary Shares held following completion of the
Financing |
Percentage of enlarged issued share capital
|
Maureen Jones (Managing
Director) |
39,090 |
£12,900 |
368,329 |
0.94% |
Brendan McMorrow
(Non-Executive Director) |
26,060 |
£8,600 |
26,060 |
0.07% |
DEBT CAPITALISATION
In conjunction with the Financing and conditional on Admission,
certain parties including Professor Richard
Conroy (Chairman of the Company) and certain former
directors of the Company, have capitalised amounts owed to them
totalling £378,751. The debts will be satisfied through the issue
by the Company of a total of 1,147,726 Debt Capitalisation Shares.
The Debt Capitalisation Shares will have Financing Warrants
attached and have an entitlement to the Super Warrants.
As part of the Debt Capitalisation, Professor Richard Conroy is capitalising a total of
€152,918 (equivalent to £131,510) into 398,515 Debt Capitalisation
Shares at the Issue Price and will be issued with 398,515 Financing
Warrants. The remaining outstanding debt owing to Professor Conroy
is now €130,000. This debt is unsecured with no interest payable
and there are no repayment or maturity terms.
Upon completion of the Financing, Professor Richard Conroy will be interested in 3,194,036
Ordinary Shares equivalent to 8.14% of the enlarged issued share
capital of the Company and 398,515 Financing Warrants. Of the
shares beneficially held by Professor Richard Conroy 192,942 are held by Conroy
P.L.C., a company in which he has a controlling interest.
In addition, Sor?a Conroy (a former director and existing
shareholder of the Company owning less than 3% of the issued share
capital of the Company) is capitalising a total of €225,000
(equivalent to £193,500) into 586,363 Debt Capitalisation Shares at
the Issue Price and will be issued with 586,363 Financing Warrants.
Seamus Fitzpatrick (a former
director and existing shareholder of the Company owning less than
3% of the issued share capital of the Company) is capitalising a
total of €34,489 (equivalent to £29,661) into 89,880 Debt
Capitalisation Shares at the Issue Price and will be issued with
89,880 Financing Warrants.
Other parties are capitalising a total of €28,000 (equivalent to
£24,080) into 72,968 Debt Capitalisation Shares at the Issue Price
and will be issued with a total of 72,968 Financing Warrants.
RELATED PARTY TRANSACTIONS
Participation by certain existing
directors in the Fundraising
Maureen Jones, a director of the
Company and therefore a related party of the Company for the
purposes of the AIM Rules for Companies, has subscribed for 39,090
Financing Shares at the Issue Price. The participation by
Maureen Jones in the Fundraising is
deemed to be a related party transaction pursuant to rule 13 of the
AIM Rules for Companies.
Brendan McMorrow, a director of
the Company and therefore a related party of the Company for the
purposes of the AIM Rules for Companies, has subscribed for 26,060
Financing Shares at the Issue Price. The participation by
Brendan McMorrow in the Fundraising
is deemed to be a related party transaction pursuant to rule 13 of
the AIM Rules for Companies.
Participation by Patrick O’Sullivan
in the Fundraising
Patrick O’Sullivan, a substantial shareholder in the Company as
defined in the AIM Rules for Companies within the past 12 months
and therefore a related party of the Company for the purposes of
the AIM Rules for Companies, has subscribed for 227,272 Financing
Shares at the Issue Price. The participation by Patrick O’Sullivan
in the Fundraising is deemed to be a related party transaction
pursuant to rule 13 of the AIM Rules for Companies.
Debt Capitalisation by Professor
Richard Conroy
Professor Richard Conroy, a
director of the Company and therefore a related party of the
Company for the purposes of the AIM Rules for Companies, has
participated in the Debt Capitalisation and is being issued with
398,515 Debt Capitalisation Shares at the Issue Price and 398,515
Financing Warrants. The participation by Professor Richard Conroy in the Debt Capitalisation is
deemed to be a related party transaction pursuant to rule 13 of the
AIM Rules for Companies.
The Independent Directors of the Company for the purposes of the
Financing (being Howard Bird and
Professor Garth Earls) consider,
having consulted with the Company’s nominated adviser, Allenby
Capital Limited, that the terms of the related party transactions
are fair and reasonable insofar as the Company’s shareholders are
concerned.
ADMISSION, WARRANTS AND TOTAL VOTING
RIGHTS
The issue of the Financing Shares, the Debt Capitalisation
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 Admission of the Financing Shares and the Debt Capitalisation
Shares. It is expected that Admission will become effective and
that dealings in the Financing Shares and the Debt Capitalisation
Shares on AIM will commence on or around 29
March 2021. The Ordinary Shares now settle as CREST
Depository Interests (“CDI”).
First Equity Limited will be issued with 476,890 Financing
Warrants as part of their role in arranging the Fundraising. These
Financing Warrants will be on the same terms as the Financing
Warrants issued pursuant to the Fundraising and Debt
Capitalisation.
Upon completion of the Financing, there will be a total of
7,295,065 Financing Warrants in issue.
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 the Debt Capitalisation, and following Admission,
the Company’s enlarged issued ordinary share capital will comprise
39,262,880 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 |
|
|
NOTIFICATION AND PUBLIC DISCLOSURE OF
TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND
PERSONS CLOSELY ASSOCIATED WITH THEM
|
1 |
Details of the person discharging
managerial responsibilities / person closely associated |
a) |
Name |
Professor Richard Conroy |
2 |
Reason for the
notification |
a) |
Position/status |
Chairman |
b) |
Initial notification /Amendment |
Initial Notification |
3 |
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor |
a) |
Name |
Conroy Gold and Natural Resources
plc |
b) |
LEI |
635400YIAKIIDS7JKF64 |
4 |
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted |
a) |
Description of the financial instrument, type of
instrument
Identification code |
CONROY GOLD AND NATURAL RESOURCES
ORDINARY SHARES OF €0.001
IE00BZ4BTZ13 |
b) |
Nature of the transaction |
Conversion of Debt |
c) |
Price(s) and volume(s) |
Price(s)
£0.33 |
Volume(s)
398,515 |
d) |
Aggregated information
- Aggregated volume
- Price |
N/A (single transaction) |
e) |
Date of the transaction |
16 March 2021 |
f) |
Place of the transaction |
Outside of a trading venue |
1 |
Details of the person discharging
managerial responsibilities / person closely associated |
a) |
Name |
Maureen Jones |
Managing Director |
Brendan McMorrow |
Non-Executive
Director |
|
2 |
Reason for the
notification |
a) |
Position/status |
See 1a) above |
b) |
Initial notification /Amendment |
Initial Notification |
3 |
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor |
a) |
Name |
Conroy Gold and Natural Resources
plc |
b) |
LEI |
635400YIAKIIDS7JKF64 |
4 |
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted |
a) |
Description of the financial instrument, type of
instrument
Identification code |
CONROY GOLD AND NATURAL RESOURCES
ORDINARY SHARES OF €0.001
IE00BZ4BTZ13 |
b) |
Nature of the transaction |
Participation in placing of new
ordinary shares |
c) |
Price(s) and volume(s) |
Price(s): £0.33
Volumes:
Maureen Jones |
39,090 |
Brendan McMorrow |
26,060 |
|
|
d) |
Aggregated information
- Aggregated volume
- Price |
N/A (single transaction) |
e) |
Date of the transaction |
16 March 2021 |
f) |
Place of the transaction |
Outside of a trading venue |