TIDMCGH

RNS Number : 8489D

Chaarat Gold Holdings Ltd

02 November 2020

2 November 2020

Chaarat Gold Holdings Limited

("Chaarat" or "the Company")

Issue of balance of security fee shares to Labro

 
 Chaarat, the AIM-quoted gold mining company with assets in 
  the Kyrgyz Republic and Armenia, announces that the balance 
  of the Investor Loan (as described in the Company's announcement 
  on 6 October 2020) was not repaid by 31 October 2020. Pursuant 
  to the terms of the security agreement described in the Company's 
  announcement on 15 April 2020, the Company has issued 8,000,000 
  new ordinary shares of US$0.01 each in the capital of the Company 
  (the "Security Fee Shares") to Labro Investments Limited ("Labro") 
  as the second instalment of the security fee payable in connection 
  with the Investor Loan. 
 
 
 Labro now holds: 
 --   219,092,573 ordinary shares of US$0.01 each in the capital 
       of the Company ("Ordinary Shares") representing approximately 
       40.57% of Chaarat's issued share capital; and 
 --   Loan Notes for US$1,000,000 (the "Loan Notes") convertible 
       into 2,849,330 Ordinary Shares assuming full conversion 
       of principal and interest to maturity. 
 
 
 If all Loan Notes were subsequently converted (assuming full 
  conversion of principal and interest to maturity) and no options 
  to subscribe for Ordinary Shares issued by the Company were 
  exercised, no other convertible Loan Notes issued by the Company 
  were converted and no other Ordinary Shares were issued), Labro 
  would hold 221,941,903 Ordinary Shares representing 40.88% 
  of the resulting enlarged share capital. 
  Mr Martin Andersson, who is indirectly beneficially interested 
  in the majority of shares of Labro, is beneficially interested 
  directly in 5,829,996 Ordinary Shares and, pursuant to restricted 
  share awards and share options granted by the Company to Mr 
  Andersson, may become entitled to a further 18,474,057 Ordinary 
  Shares. If Mr Andersson were to acquire all the shares to which 
  he may become entitled, on a combined basis, Labro and Mr Andersson 
  would together hold 246,245,956 Ordinary Shares representing 
  44.03% of the resulting enlarged share capital. 
 
  This announcement contains inside information for the purposes 
  of Article 7 of Regulation (EU) 596/2014. 
 
 
 Notes 
 1.   Application has been made for the Security Fee Shares to 
       be admitted to trading on AIM, and it is expected that admission 
       will become effective and trading of the Security Fee Shares 
       will commence on or around 8:00am (London time) on 5 November 
       2020. 
 2.   Following the admission of the Security Fee Shares, the 
       Company's enlarged issued share capital will comprise 540,062,210 
       Ordinary Shares. This figure may be used by shareholders 
       of the Company as the denominator for the calculations by 
       which they will determine whether they are required to notify 
       their interests in, or a change to their interest in, the 
       Company under the Financial Conduct Authority's Disclosure 
       Guidance and Transparency Rules Sourcebook. 
      There is a provision in the Company's articles of association 
  3    (Regulation 19) which states that the Board has the right 
  .    to require any holder of more than 20% of the Ordinary Shares 
       to make a mandatory offer to all the Company's shareholders 
       to acquire their Ordinary Shares if they acquire an additional 
       interest in any Ordinary Shares. The Security Fee Shares 
       do not fall under the waiver for market share purchases 
       of up to three million Ordinary Shares announced by the 
       Company on 16 September 2020. On 1 November 2020, the Board 
       (excluding Martin Andersson) exercised its discretion to 
       waive the requirement for a mandatory offer for the Company 
       by Labro, to allow Labro to receive the Security Fee Shares.

Enquiries

 
                                          +44 (0)20 7499 
 Chaarat Gold Holdings Limited             2612 
 Artem Volynets (CEO)                     info@chaarat.com 
 
 Canaccord Genuity Limited (NOMAD         + 44 (0)20 
  and Joint Broker)                        7523 8000 
 Henry Fitzgerald-O'Connor 
 James Asensio 
 
                                          +44 (0)20 7220 
 finnCap Limited (Joint Broker)            0500 
 Christopher Raggett 
 
 SP Angel Corporate Finance LLP (Joint    +44 (0)20 3470 
  Broker)                                  0470 
 Ewan Leggat

About Chaarat

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic. The Company has a clear strategy to build a leading emerging markets gold company with an initial focus on Central Asia and the FSU through organic growth and selective M&A.

Chaarat is engaged in active community engagement programmes to optimise the value of the Chaarat investment proposition.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at www.chaarat.com

Appendix 1 - PDMR form

 
 1     Details of the person discharging managerial responsibilities 
        / person closely associated 
 a)    Name                                   Labro Investments Limited 
      -------------------------------------  -------------------------------------- 
 2     Reason for the notification 
      ----------------------------------------------------------------------------- 
 a)    Position / status                      Person/Entity closely associated 
                                               with the Chairman 
      -------------------------------------  -------------------------------------- 
 b)    Initial notification                   Initial notification 
        / amendment 
      -------------------------------------  -------------------------------------- 
 3     Details of the issuer, emission allowance market participant, 
        auction platform, auctioneer or auction monitor 
      ----------------------------------------------------------------------------- 
 a)    Name                                   Chaarat Gold Holdings Limited 
      -------------------------------------  -------------------------------------- 
 b)    Legal entity identifier                213800T2A5CV84VTFJ70 
      -------------------------------------  -------------------------------------- 
 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                     Ordinary shares of US$0.01 each 
        financial instrument, 
        type of instrument 
       Identification code                    VGG203461055 
      -------------------------------------  -------------------------------------- 
 b)    Nature of the transaction              Security fee shares under a loan 
                                               agreement 
      -------------------------------------  -------------------------------------- 
 c)    Currency                               GBP 
      -------------------------------------  -------------------------------------- 
 d)    Price(s) and volume(s)                  Price(s)           Volume(s) 
      -------------------------------------   -----------------  ---------------- 
                                               24.25p             8,000,000 
  ------------------------------------------  -----------------  ---------------- 
 e)    Aggregated information 
    *    Aggregated volume                8,000,000 
     24.25 pence 
     GBP1,940,000 
    *    Aggregated price 
 
 
    *    Aggregated total 
 --------------------------------------  ------------------------------------------ 
 f)    Date of the transaction                1 November 2020 
      -------------------------------------  -------------------------------------- 
 g)    Place of the transaction               XLON 
      -------------------------------------  --------------------------------------

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