TIDMCNR
RNS Number : 5166K
Condor Gold PLC
21 December 2022
Condor Gold plc
7/8 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
Tel: +44 (0) 207 493 2784
21 December 2022
Condor Gold Plc
("Condor" or the "Company")
Fundraise of GBP3.3 million, Results of Open Offer, Placing and
EGM
Director Shareholding
On 5 December 2022, Condor announced the launch of an Open Offer
pursuant to which Qualifying Shareholders were able to subscribe
for 1 Open Offer Share in the Company for every 6 Existing Ordinary
Shares held at the Record Date (the "Open Offer"), at a price of 15
pence each (the "Issue Price"). Part of the excess entitlements not
taken up by Qualifying Shareholders under the Open Offer have been
placed by the Company and its broker, SP Angel, with non-Qualifying
Shareholders at the Issue Price (the "Placing").
The Open Offer has now closed for acceptances and the Company
advises that valid applications, including pursuant to the Excess
Application Facility, were received in respect of a total of
12,156,374 Open Offer Shares. 3,004,999 New Ordinary Shares have
been placed with existing shareholders. Accordingly, the Company
has raised gross proceeds of approximately GBP2.3 million through
the issue of a total of 15,161,373 New Ordinary Shares pursuant to
the Open Offer and Placing.
Jim Mellon, Chairman Commented:
"I am delighted with the results of this Fundraise, which
provided pre-emptive rights to all shareholders and raised gross
proceeds of approximately GBP3.3 million, being GBP1 million from
Galloway, my investment vehicle and approximately GBP2.3 million
from the open offer and placing. The Company's La India Project is
almost construction ready, with the key permits to construct and
operate a mine, a bankable feasibility study completed, a SAG Mill
and surface rights purchased. Initial production is targeted at
100,000 oz gold p.a. with an expansion to 150,000 oz gold p.a. The
strategy recently announced is for the Company to sell the assets.
The fundraise allows the Company to enter a sale phase sufficiently
funded".
Results of EGM
The issue of New Ordinary Shares under the Open Offer and
Placing was conditional upon Shareholder approval of the
Sub-Division, which was given at the EGM held earlier today.
Accordingly, following the passing of the Shareholder resolution,
each of the Company's Existing Ordinary Shares of GBP0.20 will now
be subdivided into one New Ordinary Share of GBP0.001 and one
Deferred Share of GBP0.199. There is no change to the ISIN for the
Ordinary Shares. The Open Offer and Placing have now closed.
Results of the Open Offer and Placing
In aggregate, 15,161,373 New Ordinary Shares ("Open Offer and
Placing Shares") raising a total of approximately GBP2.3 million
have been issued pursuant to the Open Offer and Placing. The GBP1
million raised from Galloway Limited ("Galloway") via an unsecured
convertible loan note, as announced on 28 November 2022, has been
converted into 6,666,666 New Ordinary Shares at the open offer
price of 15 pence per share and an additional 74,922 New Ordinary
Shares have been issued to Galloway in satisfaction of accrued
interest (together the "CLN Shares") in accordance with the terms
of the convertible loan note instrument. Accordingly, Jim Mellon,
the Company's Chairman is the beneficially owner of 36,435,814
Ordinary Shares in the Company representing 20.18% of the Enlarged
Issued Share Capital.
Application has been made for the New Ordinary Shares, the Open
Offer and Placing Shares and the CLN Shares to be admitted to
trading on AIM. Admission of the New Ordinary Shares, Open Offer
and Placing Shares and CLN Shares is expected to take place on 23
December 2022. The Toronto Stock Exchange ("TSX") has conditionally
approved the listing of the Open Offer and Placing Shares on the
TSX. The Open Offer and Placing Shares and CLN Shares will rank
pari passu with the New Ordinary Shares.
Total Voting Rights
Following the issue of the Open Offer and Placing Shares and CLN
Shares totalling 21,902,961 New Ordinary Shares, Condor's total
issued share capital will comprise 180,532,491 New Ordinary Shares,
each with voting rights (the "Enlarged Issued Share Capital"). This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in,
securities of the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.
Terms and definitions used in this announcement have the meaning
ascribed to them in the Open Offer launch announcement dated 5
December 2022, unless the context requires otherwise.
- 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
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 National Instrument
43-101- Standards of Disclosure for Mineral Projects ("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 ("2021 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 the 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, the completion
of the sub-division and the conversion of the Convertible Loan
Notes into ordinary shares; 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; and
the potential to convert Mineral Resources into Mineral Reserves.
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.
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END
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(END) Dow Jones Newswires
December 21, 2022 09:44 ET (14:44 GMT)
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