TIDMCNR
RNS Number : 5192I
Condor Gold PLC
05 December 2022
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EU (WITHDRAWAL) ACT 2018
("MAR").
Condor Gold plc
7/8 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
Tel: +44 (0) 207 493 2784
5 December 2022
Condor Gold Plc
("Condor" or the "Company")
Proposed Open Offer to Raise up to GBP3.9M
Posting of Shareholder Circular and Notice of EGM
Condor Gold Plc (AIM: CNR; TSX: COG) announces that further to
its announcement of 28 November 2022 the Company is today posting
its Open Offer Circular to Shareholders, including a Notice of EGM
(the "Circular") to seek approval for a Sub-division as further
detailed below. The EGM will be held at 7/8 Innovation Place,
Douglas Drive, Godalming, Surrey GU7 1JX on 21 December 2022 at 11
a.m. A copy of the Circular is available on the Company's website,
www.condorgold.com and will be available on the Company's SEDAR
profile at www.sedar.com .
Pursuant to the Open Offer, Qualifying Shareholders will be
given the opportunity to subscribe for:
1 Open Offer Share for every 6 Existing Ordinary Shares
Other than where defined, capitalised terms used in this
announcement have the meanings given to them in the Circular.
Extracts of the Circular are set out below.
1. INTRODUCTION
The Company is providing all Qualifying Shareholders with the
opportunity to subscribe for an aggregate of up to 26,438,255 Open
Offer Shares, to raise up to approximately GBP3,965,000 (before
expenses), on the basis of one Open Offer Share for every six
Existing Ordinary Shares held on the Open Offer Record Date, at the
Issue Price of GBP0.15. When aggregated with the GBP1,000,000
raised by the issue of the Convertible Loan Notes (as announced on
28 November 2022), this would allow the Company to raise up to
approximately GBP4,965,000. Qualifying Shareholders subscribing for
their full entitlement under the Open Offer may also request
additional Open Offer Shares through the Excess Application
Facility.
The New Shares will be issued pursuant to existing Shareholder
authorities granted at the general meeting of the Company held in
May 2022. Application will be made for the Open Offer Shares to be
admitted to trading on AIM, and the TSX has granted conditional
approval with regard to the listing of the Open Offer Shares on the
TSX. Admission is expected to occur at 8.00 a.m. on 23 December
2022 or such later time and/or date as the Company may agree.
The Open Offer is conditional upon Shareholder approval of the
Sub-Division, which will be sought at the EGM to be held at 11 a.m.
on 21 December 2022, a notice of which is set out at the end of the
Circular . Under the Act, a company is prohibited from issuing new
shares at a price less than the nominal value of its shares. The
Company's Existing Ordinary Shares have a nominal value of GBP0.20.
The middle market share price of each Existing Ordinary Share on
the date prior to the date of this letter was GBP0.1925. In order
to enable the Company to offer New Ordinary Shares at a discount to
Qualifying Shareholders to fund the Company through its sales
process, the Company proposes subdividing each Existing Ordinary
Share into one New Ordinary Share of GBP0.001 and one Deferred
Share of GBP0.199. The Company expects that the Deferred Shares
will never have any real value. The Deferred Shares will have no
rights to vote or to dividends. The rights of the Deferred Shares
to participate on a winding-up of the Company are unlikely to be
realised, as such rights will be subject to the prior payment to
the holders of New Ordinary Shares of the nominal capital paid up
or credited as paid up on the New Ordinary Shares together with the
sum of GBP10,000,000 on each New Ordinary Share.
The Issue Price represents a discount of 22 per cent to the
closing price of the Existing Ordinary Shares on AIM on 2 December
2022.
Further details of the Open Offer and the Sub-Division are set
out in the Circular, which you are encouraged to read carefully. No
part of the Open Offer has been underwritten.
The purpose of the Circular is to provide you with details of
and the background to and reasons for the Open Offer and the
Sub-Division and to explain why the Directors believe that both the
Open Offer and the Sub-Division are in the best interests of the
Company and its Shareholders as a whole.
2. INFORMATION ON CONDOR GOLD PLC
Condor Gold Plc is a UK incorporated gold exploration and
development company, with a focus on Nicaragua. The Company's
shares are admitted to trading on AIM in London and to listing on
the TSX in Toronto.
The Company's principal asset is La India Project, Nicaragua,
which comprises of a large, highly prospective land package of 588
sq km comprising of 12 contiguous and adjacent concessions. The
Company has filed a feasibility study technical report dated 25
October 2022 and entitled "Condor Gold Technical Report on the La
India Gold Project, Nicaragua, 2022" (the "2022 FS") which is
available on the Company's SEDAR profile at www.sedar.com and was
prepared in accordance with the requirements of NI 43-101. The 2022
FS indicated that La India Project hosts a high grade Mineral
Resource Estimate ("MRE") of 9,672 kt at 3.5g/t gold for 1,088,000
oz gold in the indicated mineral resource category and 8,642 kt at
4.3 g/t gold for 1,190,000 oz gold in the inferred mineral resource
category. The open pit MRE is 8,693 kt at 3.2 g/t gold for 893,000
oz gold in the indicated mineral resource category and 3,026 kt at
3.0 g/t gold for 291,000 oz gold in the inferred mineral resource
category. Total underground MRE is 979 kt at 6.2 g/t gold for
194,000 oz gold in the indicated mineral resource category and
5,615 kt at 5.0 g/t gold for 898,000 oz gold in the inferred
mineral resource category.
In August 2018, the Company announced that the Ministry of the
Environment in Nicaragua had granted the Environmental Permit
("EP") 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 EP is considered the master permit for mining operations in
Nicaragua. The Company has purchased a new semi autogenous Mill
("SAG Mill"), which has mainly arrived in Nicaragua. Site clearance
and preparation is at an advanced stage.
Environmental Permits were granted in April and May 2020 for the
Mestiza and America open pits respectively, both located close to
La India. The Mestiza open pit hosts 92 Kt 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) in the
Indicated Mineral Resource category and 677 Kt at a grade of 3.1
g/t gold (67,000 oz) in the Inferred Mineral Resource category.
Other assets include approximately 1,000 hectares of land
purchased for the mine site infrastructure for circa US$4,200,000
and a new SAG Mill package purchased for US$6,500,000.
On 25 October 2021 Condor announced the filing of a Preliminary
Economic Assessment Technical Report ("PEA") for its La India
Project, Nicaragua on SEDAR https://www.sedar.com . The highlight
of the technical study is a post-tax, post upfront capital
expenditure NPV of US$418 million, with an IRR of 54 per cent and
12 month pay-back period, assuming a US$1,700 per oz gold price,
with average annual production of 150,000 oz gold per annum for the
initial nine years of gold production. The open pit mine schedules
have been optimised from designed pits, bringing higher grade gold
forward resulting in average annual production of 157,000 oz gold
in the first two years from open pit material and underground
mining funded out of cashflow. The Mineral Resource estimate and
associated Preliminary Economic Assessment contained in the PEA are
considered a historical estimate within the meaning of NI 43-101. A
qualified person has not done sufficient work to classify such
historical estimate as current, the Company is not treating the
historical Mineral Resource estimate and associated studies as
current, and the reader is cautioned not to rely upon this data as
such. Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability. The Company believes that the
historical Mineral Resource estimate and PEA are relevant to the
continuing development of the La India Project.
The 2022 FS was completed on La India vein set open pit only,
which has a MRE of 8,487 kt at 3.0g/t gold in for 827,000 oz gold
in the indicated mineral resource category and 893 Kt at 2.4 g/t
gold for 69,000 oz gold in the inferred mineral resource
category.
The Company's strategy has been to develop the fully permitted
La India Project in two stages using the new SAG Mill that has
already been purchased. The delivery of a Feasibility Study on La
India open pit with an average of 81,524 oz gold per annum for the
initial six years for a relatively low total upfront capital cost
of US$106,000,000 is a landmark and further de-risks the Project.
At US$1,600 oz gold, the La India open pit Mineral Reserve produces
total revenues of US$888,000,000, the total operating costs of
mining, process and G&A are US$480,000,000, leading to an
operating profit of US$408,000,000 or a 46 per cent operating
margin. After government and other royalties, but before sustaining
capital, the operating profit is US$355,000,000, which in Condor's
opinion is ample to repay any project debt on the relatively low
upfront capex. At US$2,000 oz gold after paying royalties, but
before sustaining capital the operating profit is US$563,000,000.
In reality, two permitted high grade feeder pits will be added
during the early years of production
thus increasing production ounces of gold. Early production is
targeted at 100,000 oz gold p.a..
The plan has been to materially expand production with a stage
two expansion by converting existing Mineral Resources into Mineral
Reserves and an associated integrated mine plan. On 25 October
2021, the Company announced the results of a Preliminary Economic
Assessment and filed on SEDAR a technical report entitled "Condor
Gold Technical Report on the La Indian Gold Project, Nicaragua,
2021" detailing average annual production of 150,000 oz of gold
over the initial 9 years of production from open pit and
underground Mineral Resources and provides an indication of a
production target. Outside the main La India open pit Mineral
Reserve, there are additional open pit Mineral Resources on four
deposits (America, Mestiza, Central breccia and Cacao) which
represent an aggregate 206 Kt at 9.9 g/t gold for 66,000 oz in the
indicated Mineral Resource category and 2.1Mt at 3.3 g/t gold for
223,000 oz gold in the inferred Mineral Resource category. In
addition, there is an aggregate underground Mineral Resource (La
India, America, Mestiza, Central Breccia San Lucas,
Cristalito-Tatescame, and Cacao) of 979Kt a 6.2 g/t for 194,000 oz
gold in the indicated Mineral Resource category and 5.6Mt at 5.0
g/t gold for 898,000 oz gold in the inferred Mineral Resource
category.
3. BACKGROUND TO AND REASONS FOR THE OPEN OFFER AND SUB-DIVISION
On 22 November 2022, the Company announced that the Board has
concluded that now is the right time to sell the assets of the
Company to a gold producer with mine building expertise, thus
ensuring a new mine at La India, a significant investment in the
local area and a regeneration of the local communities. The Company
has appointed Hannam and Partners to run the sales process.
On 28 November 2022, the Company announced that it had
successfully raised GBP1,000,000 (before expenses) through an issue
of Convertible Loan Notes, with warrants attached, to Galloway
Limited, an 18.7 per cent shareholder, which is wholly owned by
Burnbrae Group Limited which is, in turn, wholly owned by Jim
Mellon, the Company's chairman. The GBP1,000,000 financing provided
the Company with working capital and enables it to cover its short
term funding requirements.
On 28 November 2022 the Company also announced that it intended
to launch an open offer providing pre-emptive rights to Qualifying
Shareholders to subscribe for one New Ordinary Share for every six
Existing Ordinary Shares held at the Open Offer Record Date,
subject to shareholder approval of the Sub-Division. Galloway
Limited will not participate in the Open Offer, but the Convertible
Loan Notes will automatically convert into New Ordinary Shares at
the Issue Price if the Open Offer raises GBP1,000,000 before
expenses for the Company.
The equity markets have been difficult of late and the impact of
US sanctions as announced by the Company on 27 October 2022 delayed
a financing by the Company. The Board concluded that the fairest
and best way to finance the Company's operations is via existing
shareholders. It also considers it important that Shareholders have
an opportunity (where it is practicable for them to do so) to
subscribe for Open Offer Shares on the same terms as Galloway
Limited subscribed for the Convertible Loan Notes, but excluding
any entitlement to warrants. Therefore, the Company is making the
Open Offer to Qualifying Shareholders.
The Company expects that the proceeds of the Open Offer will
fund the Company through the sales process announced on 22 November
2022 and enable it to meet its short term liabilities, which
include working capital requirements at the Company's operations in
Nicaragua, and the payment of the balance of US$300,000 due for the
SAG Mill purchased by the Company from First Majestic Silver in
March 2021.
4. USE OF PROCEEDS OF THE OPEN OFFER
The net proceeds of the Open Offer will be used to fund the
Company through the sales process announced on 22 November 2022,
including to:
-- finance the working capital requirements at the Company's
operations in Nicaragua, including keeping concessions and permits
in good standing and re-registering title to land;
-- pay the balance of US$300,000 for the SAG Mill purchased by
the Company from First Majestic Silver;
-- cover head office expenses; and
-- cover interim expenses linked to the sales process.
5. DETAILS OF THE OPEN OFFER
The Company is making an Open Offer pursuant to which it may
raise a further amount of up to approximately GBP3,965,000 (before
expenses). The Issue Price per Open Offer Share is GBP0.15, which
is the same price as the price at which the Convertible Loan Notes
were issued to Galloway Limited, an 18.7 per cent shareholder which
is wholly owned by Burnbrae Group Limited which is, in turn, wholly
owned by Jim Mellon, Condor's Chairman, on 25 November 2022.
Subject to the fulfilment of the conditions set out below and in
Part IV of the Circular, Qualifying Shareholders may subscribe for
Open Offer Shares in proportion to their holding of Existing
Ordinary Shares held on the Open Offer Record Date. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares as an Excess Entitlement,
up to the total number of Open Offer Shares available to Qualifying
Shareholders under the Open Offer. The Open Offer is not
underwritten.
The Open Offer is conditional on, amongst other things, the
following conditions being satisfied:
-- the approval by shareholders of the Resolution at the EGM; and
-- admission of the Open Offer Shares becoming effective by 8.00
a.m. on or around 23 December 2022.
If these and the other conditions to the Open Offer are not
satisfied or waived (where capable of waiver), the Open Offer will
lapse and will not proceed and any applications made by Qualifying
Shareholders will be rejected. In these circumstances, application
monies received by the Receiving Agent in respect of Open Offer
Shares will be returned (at the applicant's sole risk), without
payment of interest, as soon as reasonably practicable thereafter.
Lapsing of the Open Offer cannot occur after dealings in the Open
Offer Shares have begun.
The Open Offer Shares to be issued pursuant to the Open Offer
will, when issued, rank pari passu in all respects with the New
Ordinary Shares, including the right to receive dividends and other
distributions declared following Admission.
Basic Entitlement
On, and subject to the terms and conditions of the Open Offer,
the Company invites Qualifying Shareholders to apply for their
Basic Entitlement of Open Offer Shares at the Issue Price. Each
Qualifying Shareholder's Basic Entitlement has been calculated on
the following basis:
One Open Offer Share for every six Existing Ordinary Shares held
at the Open Offer Record Date
Basic Entitlements will be rounded down to the nearest whole
number of Ordinary Shares.
Excess Entitlement
Qualifying Shareholders are also invited to apply for additional
Open Offer Shares (up to the total number of Open Offer Shares
available to Qualifying Shareholders under the Open Offer) as an
Excess Entitlement. Any Open Offer Shares not issued to a
Qualifying Shareholder pursuant to their Basic Entitlement will be
apportioned between those Qualifying Shareholders who have applied
for an Excess Entitlement at the sole and absolute discretion of
the Board, provided that no Qualifying Shareholder shall be
required to subscribe for more Open Offer Shares than he or she has
specified on the Application Form or through CREST.
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the New Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission of
the Open Offer Shares. The Open Offer is not underwritten.
If and to the extent that the Open Offer is not fully taken up
by Qualifying Shareholders, the Company may place any Open Offer
Shares that have not been subscribed for with non-Qualifying
Shareholders or institutional investors at the Issue Price.
Qualifying Shareholders should note that the Open Offer is not a
"rights issue". Invitations to apply under the Open Offer are not
transferable unless to satisfy bona fide market claims. Qualifying
non-CREST Shareholders should be aware that the Application Form is
not a negotiable document and cannot be traded. Qualifying
Shareholders should also be aware that in the Open Offer, unlike in
a rights issue, any Open Offer Shares not applied for will not be
sold in the market nor will they be placed for the benefit of
Qualifying Shareholders who do not apply for Open Offer Shares
under the Open Offer.
Overseas Shareholders
The Open Offer Shares have not been and are not intended to be
registered or qualified for sale in any jurisdiction other than the
United Kingdom. Accordingly, unless otherwise determined by the
Company and effected by the Company in a lawful manner, the
Application Form will not be sent to Shareholders with registered
addresses in, or who are resident or located in the United States
or any other Restricted Jurisdiction since to do so would require
compliance with the relevant securities laws of that jurisdiction.
The Company reserves the right to treat as invalid any application
or purported application for Open Offer Shares which appears to the
Company or its agents or professional advisers to have been
executed, effected or despatched in a manner which may involve a
breach of the laws or regulations of any jurisdiction or if the
Company or its agents or professional advisers believe that the
same may violate applicable legal or regulatory requirements or if
it provides an address for delivery of share certificates or
warrant certificates for Open Offer Shares outside the UK, or in
the case of a credit of Open Offer Shares in CREST, to a CREST
member whose registered address would not be in the UK.
Notwithstanding the foregoing and any other provision of the
Circular or the Application Form, the Company reserves the right to
permit any Shareholder to apply for Open Offer Shares if the
Company, in its sole and absolute discretion, is satisfied that the
transaction in question is exempt from, or not subject to, the
legislation or regulations giving rise to the restrictions in
question.
PART VI of the Circular together with the accompanying
Application Form, in the case of Qualifying non-CREST Shareholders,
contains the terms and conditions of the Open Offer. If a
Qualifying Shareholder does not wish to apply for Open Offer
Shares, THEY should not complete or return the Application Form or
send a USE message through CREST.
The Open Offer is not being made in Canada
The Open Offer is not being made in Canada or to Canadian
Shareholders and is not available for acceptance by any shareholder
in Canada.
Qualifying non-CREST Shareholders
If you are a Qualifying non-CREST Shareholder you will receive
an Application Form, which accompanies the Circular and which gives
details of your Basic Entitlement (as shown by the number of the
Open Offer Shares allocated to you). If you wish to apply for Open
Offer Shares under the Open Offer you should complete the
accompanying Application Form in accordance with the procedure for
application set out in paragraph 4 of Part IV of the Circular and
on the Application Form itself. The completed Application Form,
accompanied by full payment, should be returned by post to
Computershare Investor Services PLC, Corporate Actions Projects,
Bristol, BS99 6AH so as to arrive as soon as possible and in any
event no later than 11 a.m. on 20 December 2022.
Qualifying CREST Shareholders
Application will be made for the Open Offer Entitlements of
Qualifying CREST Shareholders to be credited to stock accounts in
CREST. It is expected that the Open Offer Entitlements will be
credited to stock accounts in CREST on 6 December 2022.
Applications through the CREST system may only be made by the
Qualifying CREST Shareholder originally entitled or by a person
entitled by virtue of a bona fide market claim. If you are a
Qualifying CREST Shareholder, no Application Form is enclosed but
you will receive credits to your appropriate stock account in CREST
in respect of the Basic Entitlements to which you are entitled. You
should refer to the procedure for application set out in paragraph
4 of Part IV of the Circular. The relevant CREST instruction must
have settled by no later than 11 a.m. on 20 December 2022.
6. RISK FACTORS
Potential investors are strongly advised to read Part II of the
Circular detailing the risks associated with an investment in the
Company. Set out below are two risks the Board would draw to any
potential investors' attention in particular:
Sales Process
Whilst the Company has launched a process to seek buyers for the
Company's assets as announced on 22 November 2022, there can be no
guarantee that such an offer will be forthcoming or that it will be
on terms that the Directors consider acceptable or could recommend
to Shareholders. If this process were to result in no acceptable
offers for the Company's assets, this could lead to the Company
having to consider its future strategy and, as such, Shareholders
may see a significant reduction in the value of the Company and
their interest therein.
Open Offer not Underwritten
There is no guarantee that Open Offer Shares will be taken up by
Shareholders and no part of the Open Offer has been underwritten.
As such, should the Company not raise any additional funds under
the Open Offer it expects to have sufficient cash resources
available to it until 31 January 2023; at such time it would
require further funding to meet its ongoing liabilities.
Furthermore, the Convertible Loan Notes issued to Galloway Limited
are, unless converted, due for repayment on 25 November 2023 and
therefore the Company would need to raise additional funding to
make the repayment or otherwise be in default of the terms of the
Convertible Loan Notes; such event could see a significant impact
on the value of the Company.
7. DETAILS OF THE SUB-DIVISION
The Sub-Division comprises the sub-division of each Existing
Ordinary Share into one New Ordinary Share and one Deferred
Share.
The rights attaching to the New Ordinary Shares will be
identical in all respects to those of the Existing Ordinary Shares,
including voting, dividend, return of capital and other rights. The
Deferred Shares shall have the rights set out in the
Resolution.
Application will be made 158,629,530 New Ordinary Shares to be
admitted to trading on AIM in place of the Existing Ordinary Shares
with admission expected to become effective at 8 a.m. on 23
December 2022. Subject to Shareholder approval of the Resolution,
it is expected that the Sub-Division will become effective on 22
December 2022. No application for Admission or listing on the TSX
will be made in respect of the Deferred Shares. Following the
Sub-Division, the ISIN Code and the SEDOL Code for the New Ordinary
Shares will be the same as for the Existing Ordinary Shares.
Existing share certi cates will continue to be valid following
the Sub-Division and no new share certi cates will be issued in
respect of the New Ordinary Shares. No share certi cates will be
issued in respect of the Deferred Shares.
Following the Sub-Division, all mandates and other instructions,
including communication preferences given to the Company by
Shareholders and in force at the Sub-Division Record Date shall,
unless and until revoked, be deemed to be valid and effective
mandates or instructions in relation to the New Ordinary
Shares.
Shareholders will not need to take any action in connection with
the Sub-Division. In Canada, Computershare Investor Services Inc.
will deliver the appropriate number of Deferred Shares to CDS
Clearing and Depository Services Inc. ("CDS") upon the
effectiveness of the Sub-Division for distribution to beneficial
owners whose shares are held through CDS. Such beneficial owners
who hold their Existing Ordinary Shares in an account with their
investment dealer or another intermediary will have their accounts
automatically updated to reflect the Sub-Division in accordance
with the applicable brokerage account providers' typical
procedures. The Deferred Shares will not be transferrable; as a
result, holders of Existing Ordinary Shares who sell or otherwise
transfer their New Ordinary Shares following the Sub-Division will
not be able to sell or otherwise transfer their Deferred
Shares.
8. ADMISSION, SETTLEMENT AND CREST
Application will be made to the London Stock Exchange for the
Open Offer Shares to be admitted to trading on AIM and the TSX has
conditionally approved the listing of the Open Offer Shares on the
TSX. It is expected that Admission of the Open Offer Shares will
become effective at 8 a.m. on 23 December 2022 and that dealings in
the Open Offer Shares will commence at that time.
No application for Admission to trading on AIM or for listing on
the TSX will be made in respect of the Deferred Shares arising on
the Sub-Division. Following the Sub-Division, the ISIN Code for the
New Ordinary Shares and the SEDOL Code will remain the same as for
the Existing Ordinary Shares.
The Articles permit the Company to issue shares in
uncertificated form. CREST is a computerised paperless share
transfer and settlement system which allows shares and other
securities to be held in electronic computerised paper form. The
Existing Ordinary Shares are already admitted to CREST and
therefore the Open Offer Shares will also be eligible for
settlement in CREST.
It is expected that the Open Offer Shares due to uncertificated
holders will be delivered in CREST on 23 December 2022.
9. OVERSEAS SHAREHOLDERS
The offer of Open Offer Shares and the distribution of the
Circular and the Application Form to persons who have registered
addresses in, or who are resident or ordinarily resident in, or
citizens of, or which are corporations, partnerships or other
entities created or organised under the laws of countries other
than the UK or to persons who are nominees of or custodians,
trustees or guardians for citizens, residents in or nationals of,
countries other than the UK may be affected by the laws or
regulatory requirements of the relevant jurisdictions. The Open
Offer is not being made in Canada or to Canadian shareholders and
is not available for acceptance by any shareholder in Canada.
Accordingly, any persons into whose possession the Circular
comes should inform themselves about and observe any applicable
restrictions or requirements. No action has been taken by the
Company that would permit possession or distribution of the
Circular in any jurisdiction where action for that purpose is
required. Any failure to comply with such restrictions or
requirements may constitute a violation of the securities laws of
any such jurisdiction.
10. ACTION TO BE TAKEN BY SHAREHOLDERS
You will find set out at the end of the Circular, a notice
convening an extraordinary general meeting to be held at the
Company's registered office address, 7/8 Innovation Place, Douglas
Drive, Godalming, Surrey GU7 1JX on 21 December 2022 at 11 a.m.
Shareholders may nd enclosed a Form of Proxy for use at the EGM.
The Form of Proxy should be completed and returned in accordance
with the instructions printed on it so as to arrive with the
Company Secretary at GBH Law Limited, 7/8 Innovation Place, Douglas
Drive, Godalming, Surrey GU7 1JX or by email to
condor2022@condorgold.com, or, for Canadian shareholders, to
Computershare Investor Services Inc., Attention: Proxy Department,
100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 Canada,
as soon as possible and in any event, no later than 11 a.m. on 19
December 2022.
In order for the Open Offer to proceed, Shareholders will need
to approve the Resolution. If the Resolution is not passed, the
Open Offer will not proceed with the result that the anticipated
net proceeds of the Open Offer will not become available to fund
the Company through its sales process and the Company could be
materially adversely affected as a result. Accordingly, it is
important that Shareholders vote in favour of the Resolution so the
Open Offer can proceed.
Qualifying non-CREST Shareholders wishing to apply for Open
Offer Shares or the Excess Open Offer Shares must complete the
enclosed Application Form in accordance with the instructions set
out in paragraph 4 of Part IV of the Circular and on the
accompanying Application Form and return it with the appropriate
payment to Computershare Investor Services PLC, Corporate Actions
Projects, Bristol, BS99 6AH, so as to arrive no later than 11 a.m.
on 20 December 2022.
If you do not wish to apply for any Open Offer Shares under the
Open Offer, you should not complete or return the Application Form.
If you are a Qualifying CREST Shareholder, no Application Form will
be sent to you. Qualifying CREST Shareholders will have Open Offer
Entitlements and Excess CREST Open Offer Entitlements credited to
their stock accounts in CREST. You should refer to the procedure
for application set out in paragraph 4 of Part IV of the Circular.
The relevant CREST instructions must have settled in accordance
with the instructions in paragraph 4 of Part IV of the Circular by
no later than 11 a.m. on 20 December 2022.
Qualifying CREST Shareholders who are CREST sponsored members
should refer to their CREST sponsors regarding the action to be
taken in connection with the Circular and the Open Offer.
11. RECOMMATION
The Board considers the Open Offer to be in the best interests
of the Company and its Shareholders as a whole. Accordingly, the
Board unanimously recommends that Shareholders vote in favour of
the Resolution at the EGM, as the Directors intend to do so in
respect of their own bene cial holdings of the Company's Ordinary
Shares, representing approximately 21.5 per cent. of the Company's
Existing Ordinary Shares.
- Ends -
For further information please visit www.condorgold .com or
contact:
Condor Gold plc Mark Child, CEO
+44 (0) 20 7493 2784
Beaumont Cornish Limited Roland Cornish and James Biddle
+44 (0) 20 7628 3396
SP Angel Corporate Finance Ewan Leggat
LLP +44 (0) 20 3470 0470
H&P Advisory Limited Andrew Chubb and Nilesh Patel
+44 207 907 8500
Adelaide Capital (Investor Deborah Honig
Relations) +1-647-203-8793
APPIX - TIMETABLE
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Record Date and time for entitlements 6 p.m. on 1 December
under the Open Offer 2022
Canadian Record Date for Extraordinary 6 p.m. on 1 December
General Meeting 2022
Existing Ordinary Shares marked ' ex' 8.00 a.m. on 5 December
by London Stock Exchange 2022
Announcement of the Open Offer 7 a.m. on 5 December
2022
Posting of Circular, Forms of Proxy and 5 December 2022
Application Forms
Basic Entitlements and Excess Open Offer As soon as possible
Entitlements credited to stock accounts after 8 a.m. on 6 December
in CREST of Qualifying CREST Shareholders 2022
Recommended latest time for requesting 4.30 p.m. on 14 December
withdrawal of Basic Entitlements and 2022
Excess Open Offer Entitlements from CREST
Latest time and date for depositing Open 3p.m. on 15 December
Offer Entitlements and Excess Entitlements 2022
into CREST
Latest time and date for splitting Application 3 p.m. on 16 December
Forms (to satisfy bona fide market claims 2022
only)
Latest time and date for receipt of 11 a.m. on 19 December
Forms of Proxy 2022
Latest time and date for receipt of 11a.m. on 20 December
completed Application Forms and payment 2022
in full under the Open Offer or settlement
of relevant CREST instructions (as appropriate)
Extraordinary General Meeting 11 a.m. on 21 December
Record Date for the Sub-Division 6 p.m. on 21 December
2022
Announcement of result of Open Offer 21 December 2022
and EGM Voting Results
Effective Date of the Sub-Division 22 December 2022
Admission and commencement of dealings 8.00 a.m. on 23 December
Open Offer Shares on AIM 2022
CREST accounts expected to be credited 23 December 2022
for the Open Offer Shares to be held
in uncertificated form
Latest date for posting of share certificates 9 January 2022
for the Open Offer Shares in certificated
form
Notes: Each of the times and dates referred to above and where
used elsewhere in this Announcement refer to GMT (unless otherwise
stated) and are subject to change by the Company, in which case
details of the new times and dates will be notified to the London
Stock Exchange and the Company will make an appropriate
announcement through a Regulatory Information Service.
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.
The Company's principal asset is La India Project, Nicaragua,
which comprises of a large, highly prospective land package of 588
sq km comprising of 12 contiguous and adjacent concessions. The
Company has filed a feasibility study technical report dated 25
October 2022 and entitled "Condor Gold Technical Report on the La
India Gold Project, Nicaragua, 2022" (the "2022 FS") which is
available on the Company's SEDAR profile at www.sedar.com and was
prepared in accordance with the requirements of NI 43-101. The 2022
FS indicated that La India Project hosts a high grade Mineral
Resource Estimate ("MRE") of 9,672 kt at 3.5g/t gold for 1,088,000
oz gold in the indicated mineral resource category and 8,642 kt at
4.3 g/t gold for 1,190,000 oz gold in the inferred mineral resource
category. The open pit MRE is 8,693 kt at 3.2 g/t gold for 893,000
oz gold in the indicated mineral resource category and 3,026 kt at
3.0 g/t gold for 291,000 oz gold in the inferred mineral resource
category. Total underground MRE is 979 kt at 6.2 g/t gold for
194,000 oz gold in the indicated mineral resource category and
5,615 kt at 5.0 g/t gold for 898,000 oz gold in the inferred
mineral resource category.
The 2022 FS replaces the previously reported Preliminary
Economic Assessment ("PEA") as presented in the Technical Report
filed on SEDAR in October 2021 as the current technical report for
the La India project.
The 2021 PEA considered the expanded Project inclusive of the
exploitation of the Mineral Resources associated to the La India,
Mestiza, America and Central Breccia deposits. The strategic study
covers two scenarios: Scenario A, in which the mining is undertaken
from four open pits, termed La India, America, Mestiza and Central
Breccia Zone ("CBZ"), which targets a plant feed rate of 1.225
million tonnes per annum ("Mtpa"); and Scenario B, where the mining
is extended to include three underground operations at La India,
America and Mestiza, in which the processing rate is increased to
1.4 Mtpa. The 2021 PEA Scenario B presented a post-tax, post
upfront capital expenditure NPV of US$418 million, with an IRR of
54% and 12 month pay-back period, assuming a US$1,700 per oz gold
price, with average annual production of 150,000 oz gold per annum
for the initial 9 years of gold production. The open pit mine
schedules were optimised from designed pits, bringing higher grade
gold forward resulting in average annual production of 157,000 oz
gold in the first 2 years from open pit material and underground
mining funded out of cashflow. The 2021 PEA Scenario A presented a
post-tax, post upfront capital expenditure NPV of US$302 million,
with an IRR of 58% and 12 month pay-back period, assuming a
US$1,700 per oz gold price, with average annual production of
approximately 120,000 oz gold per annum for the initial 6 years of
gold production. The Mineral Resource estimate and associated
Preliminary Economic Assessment contained in the 2021 PEA are
considered a historical estimate within the meaning of NI 43-101, a
qualified person has not done sufficient work to classify such
historical estimate as current, and the Company is not treating the
historical Mineral Resource estimate and associated studies as
current, and the reader is cautioned not to rely upon this data as
such. Mineral Resources that are not Mineral Reserves do not have
demonstrated economic viability. The Company believes that the
historical Mineral Resource estimate and Preliminary Economic
assessment is relevant to the continuing development of the La
India Project.
In August 2018, the Company announced that the Ministry of the
Environment in Nicaragua had granted the Environmental Permit
("EP") 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 EP is considered the master permit for mining operations in
Nicaragua. Condor has purchased a new SAG Mill, which has mainly
arrived in Nicaragua. Site clearance and preparation is at an
advanced stage.
Environmental Permits were granted in April and May 2020 for the
Mestiza and America open pits respectively, both located close to
La India. The Mestiza open pit hosts 92 Kt 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) in the
Indicated Mineral Resource category and 677 Kt at a grade of 3.1
g/t gold (67,000 oz) 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 1.12 M oz gold open
pit Mineral Resources permitted for extraction.
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.
TSX Matters
For the purposes of TSX approvals in connection with the Open
Offer, the Company is relying on the exemption set forth in Section
602.1 of the TSX Company Manual, which provides that the TSX will
not apply its standards to certain transactions involving "eligible
interlisted issuers" such as Condor whose shares are also listed on
a recognized exchange such as AIM.
Qualified Persons
The technical and scientific information in this press release
has been reviewed, verified and approved by Andrew Cheatle, P.Geo.,
a director of Condor Gold plc, and Gerald D. Crawford, P.E., the
Chief Technical Officer of Condor Gold plc, each of whom is a
"qualified person" as defined by NI 43-101.
Important Notice(s)
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 open offer and the
potential conversion of the Convertible Loan Notes; the subdivision
of the Company's existing ordinary shares and the meeting of
shareholders to approve such subdivision; future development and
production plans, projected capital and operating costs, mine life
and production rates, metal or mineral recovery estimates, Mineral
Resource, Mineral Reserve estimates at the La India Project, the
potential to convert Mineral Resources into Mineral Reserves; and
the Company's strategic plans and ongoing sales process.
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 and resources; 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, 2021 dated March 29, 2022 and 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.
Beaumont Cornish Limited, which is authorised and regulated in
the United Kingdom by the FCA, is acting as Nominated Adviser
exclusively for the Company and no one else in connection with the
contents of this Announcement and will not regard any other person
(whether or not a recipient of this Announcement) as its client in
relation to the contents of this Announcement nor will it be
responsible to anyone other than the Company for providing the
protections afforded to its clients or for providing advice in
relation to the contents of this Announcement. Apart from the
responsibilities and liabilities, if any, which may be imposed on
Beaumont Cornish by the Financial Services and Markets Act 2000, as
amended or the regulatory regime established thereunder, Beaumont
Cornish accepts no responsibility whatsoever, and makes no
representation or warranty, express or implied, as to the contents
of this Announcement including its accuracy, completeness or
verification or for any other statement made or purported to be
made by it, or on behalf of it, the Company or any other person, in
connection with the Company and the contents of this Announcement,
whether as to the past or the future. Beaumont Cornish accordingly
disclaims all and any liability whatsoever, whether arising in
tort, contract or otherwise (save as referred to above), which it
might otherwise have in respect of the contents of this
Announcement or any such statement. The responsibilities of
Beaumont Cornish as the Company's Nominated Adviser under the AIM
Rules for Companies and the AIM Rules for Nominated Advisers are
owed solely to the London Stock Exchange and are not owed to the
Company or to any director or shareholder of the Company or any
other person, in respect of its decision to acquire shares in the
capital of the Company in reliance on any part of this
Announcement, or otherwise.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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END
FURDZLFBLLLEFBB
(END) Dow Jones Newswires
December 05, 2022 02:00 ET (07:00 GMT)
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