TIDMCNR
RNS Number : 4071W
Condor Gold PLC
12 December 2023
Condor Gold plc
7/8 Innovation Place
Douglas Drive
Godalming
Surrey
GU7 1JX
Tel: +44 (0) 207 493 2784
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").
12 December 2023
Condor Gold Plc
("Condor" or the "Company")
Condor Gold Increases Fund Raise to GBP1,851,999
Issue of Equity, Director's Dealing & TVR
On 5 December 2022, Condor Gold (AIM: CNR; TSX: COG) announced
an update on the sale of its assets and a GBP1M investment by
Condor's major shareholder, Galloway Limited, which is wholly owned
by Burnbrae Group Limited which is, in turn, wholly owned by Jim
Mellon, Condor's Chairman, by way of an exercise of warrants. The
exercise of warrants will result in the issue of 6,666,667 new
ordinary shares (Warrant Shares).
As announced on 5 December 2022, the current status of the sales
process is that the Company remains in receipt of five non-binding
offers, with three site visits having been completed. Although none
of the non-binding offers have progressed to firm proposals to
date, the Company is in advanced discussions with two gold
producers. There are currently eight companies under Non-Disclosure
Agreements.
The Company is pleased to announce it has now raised an
additional GBP851,999 via the issue of 5,679,994 New Ordinary
Shares at GBP0.15 per new ordinary share (the Placement Shares ),
principally to existing shareholders (the Placing ), increasing the
total funds raised to GBP1,851,999 before expenses. The Placing has
been arranged by the Company's broker, SP Angel Corporate Finance
LLP, in combination with a number of direct subscriptions arranged
by the Company.
Application has been made for the Warrant Shares and the Placing
Shares (together the New Ordinary Shares ) to be admitted to
trading on AIM. Admission of the New Ordinary Shares is expected to
take place on 15 December 2023. The Company has prior approval for
the Warrant Shares to be listed on the Toronto Stock Exchange ( TSX
) and has applied for approval for the Placing Shares to be listed
on the TSX.
Director/PDMR Shareholding
Galloway Limited and Jim Mellon will, in aggregate, hold
49,769,148 Ordinary Shares representing 24.9% of the Company's
issued ordinary shares post exercise of the warrants and issue of
the Placement Shares. Galloway Limited is wholly owned by Burnbrae
Group Limited which is, in turn, wholly owned by Jim Mellon,
Condor's Chairman. Denham Eke, a Non-Executive Director, is also a
director of Burnbrae Group Limited and Galloway Limited.
As part of the Placing, the Company advises that two directors
of the Company, namely Andrew Cheatle and Ian Stalker, have
subscribed (directly or indirectly) for 33,333 and 66,666 Placing
Shares respectively, for a total of 99,999 Placing Shares . The
percentage shareholdings detailed below are calculated post
admission of the New Ordinary Shares to AIM.
Andrew Cheatle has subscribed (the Cheatle Subscription) for a
total of 33,333 New Ordinary Shares for a sum of GBP4,999.95 .
Following completion of the Cheatle Subscription and after giving
effect to the Placing and issue of Warrant Shares, Andrew Cheatle
shall beneficially own or control, directly and indirectly, 196,432
Ordinary Shares, representing approximately 0.1% of the issued
Ordinary Shares.
Ian Stalker has subscribed (the Stalker Subscription) through
Promaco Consulting Services Limited, a limited company which is
wholly owned by a trust for the Stalker family for a total of
66,666 for a sum of GBP9,999.90 . Following completion of the
Stalker Subscription and after giving effect to the Placing and
issue of Warrant Shares, Ian Stalker shall beneficially own or
control, directly and indirectly, 376,894 Ordinary Shares,
representing approximately 0.2% of the issued Ordinary Shares.
Noting that certain of the Directors are participating in the
Placing and when aggregated with warrant exercises by Galloway
Limited in the last 12 months (the Transaction ), the Transaction
is a Related Party Transaction under AIM Rule 13. Accordingly, the
Independent Director, being Mark Child, having consulted with the
Company's nominated adviser, Beaumont Cornish Limited, considers
the terms of the Transaction to be fair and reasonable insofar as
shareholders are concerned.
Total Voting Rights
Following the issue of the 12,346,661 New Ordinary Shares,
Condor's total issued ordinary share capital will comprise
199,874,152 ordinary shares, each with voting rights. 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.
Cautionary Statement: Investors should note that, whilst the
Board is encouraged by the process to date, there can be no
guarantee that the Company will complete the sale of its
assets.
- 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, Matt Hasson, Jay Ashfield
+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 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
94,000 oz gold in the indicated mineral resource category and 5,615
kt at 5.0 g/t gold for 98,000 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
The Company is relying on the exemption provided for pursuant to
Section 602.1 of the TSX Company Manual (the "Manual") from the
requirements of the Manual and the TSX relating to the issue of New
Shares Ordinary, including the requirements of Section 613 of the
Manual, as the Company is an "Eligible Interlisted Issuer" as
defined in the Manual.
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.
Nominated Adviser
Beaumont Cornish Limited ("Beaumont Cornish") is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
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: 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. the
Company's plans to sell the assets of the Company or seek
alternatives to an asset sale and the construction timeline of the
La India project upon receipt of financing. 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.
Jim Mellon
1 Details of the person discharging managerial responsibilities/ person closely associated
a) Name Jim Mellon
2 Reason for notification
a) Position / status Non-Executive Director
b) I nitial notification Initial
/Amendment
3 Details of t he issu er, e mission allow a n ce m a r k
et participan t, au ct ion plat for m, au ction eer or auc
tion monitor
a) Name Condor Gold plc
b) LEI 213800PFKETQA86RHL82
4 Details of t he t ransact ion (s): section to be re p eated
for ( i) e a ch type of instr u m e n t; (ii) each type
of transac tion; (iii) each date; and ( iv) each place w
h ere transactions have b een condu cted
a) Description of the financial 6,666,667 Ordinary shares of
instrument, t ype of instrument 0.1 pence each in Condor Gold
plc
I d e ntification code
ISIN GB00B8225591
Nature of the transaction Exercise of warrants by company
controlled by Director
c) Price(s) and volumes(s) Price(s) Volumes(s)
15 pence 6,666,667
-----------
d) Aggregated information n/a
e) Date of the transaction 4 December 2023
f) Place of the transaction London Stock Exchange, AIM
(XLON)
Andrew Cheatle
1 Details of t he person discharging managerial responsibilities
/ p erson closely associated
a) Name Andrew Cheatle
-------------------------- -------------------------------------------
2 Reason for notification
-----------------------------------------------------------------------
a) Position / status Non-Executive Director
-------------------------- -------------------------------------------
b) I nitial notification Initial
/Amendment
-------------------------- -------------------------------------------
3 Details of t he issu er, emission allow a n ce m a
r k et participan t, au ct ion plat for m, au ction
eer or auc tion monitor
-----------------------------------------------------------------------
a) Name Condor Gold plc
-------------------------- -------------------------------------------
b) LEI 213800PFKETQA86RHL82
-------------------------- -------------------------------------------
4 Details of t he t ransact ion (s): section to be re
p eated for ( i) e a ch type of instr u m e n t; (ii)
each type of transac tion; (iii) each date; and ( iv)
each place w h ere transactions have b een condu cted
-----------------------------------------------------------------------
a) Description of the 33,333 Ordinary shares of 0.1 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
-------------------------- -------------------------------------------
Nature of the transaction Director's participation in a Subscription
-------------------------- -------------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
15 pence 33,333
-----------
-------------------------- -------------------------------------------
d) Aggregated information n/a
-------------------------- -------------------------------------------
e) Date of the transaction 8 December 2023
-------------------------- -------------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
-------------------------- -------------------------------------------
Ian Stalker
1 Details of t he p erson discharging managerial responsibilities
/ person closely associated
a) Name Ian Stalker
--------------------------- -------------------------------------
2 Reason for notification
------------------------------------------------------------------
a) Position / status Non-Executive Director
--------------------------- -------------------------------------
b) I nitial notification Initial
/Amendment
--------------------------- -------------------------------------
3 Details of t he issu er, emission allow a n ce m a
r k et participan t, au ct ion plat for m, au ction
eer or auc tion monitor
------------------------------------------------------------------
a) Name Condor Gold plc
--------------------------- -------------------------------------
b) LEI 213800PFKETQA86RHL82
--------------------------- -------------------------------------
4 Details of t he t ransact ion (s): section to be re
p eated for ( i) e a ch type of instr u m e n t; (ii)
each type of transac tion; (iii) each date; and ( iv)
each place w h ere transactions have b een condu cted
------------------------------------------------------------------
a) Description of the 66,666 Ordinary shares of 0.1 pence
financial instrument, each in Condor Gold plc
t ype of instrument
I d e ntification ISIN GB00B8225591
code
--------------------------- -------------------------------------
Nature of the transaction Participation in a Subscription
--------------------------- -------------------------------------
c) Price(s) and volumes(s) Price(s) Volumes(s)
15 pence 66,666
-----------
--------------------------- -------------------------------------
d) Aggregated information n/a
--------------------------- -------------------------------------
e) Date of the transaction 8 December 2023
--------------------------- -------------------------------------
f) Place of the transaction London Stock Exchange, AIM (XLON)
--------------------------- -------------------------------------
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