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RNS Number : 5399O
Chaarat Gold Holdings Ltd
10 February 2021
10 February 2021
Chaarat Gold Holdings Limited - (AIM:CGH)
("Chaarat" or the "Company")
Completion of US$ 52 million Financing Package
Equity Raise and Debt Conversion
Chaarat (AIM:CGH), the AIM-quoted gold mining company with
assets in the Kyrgyz Republic and Armenia is pleased to announce
that, further to the announcement of 05 February 2021, it has
completed a c. US$ 52 million financing package through an equity
fundraise of US$ 30.0 million and a debt to equity conversion with
Labro Investments Ltd. of US$ 22 million (together the
"Financing").
In addition to the previously announced equity commitments, the
Company is pleased to confirm that the non-binding commitments for
US$ 1.4 million are now binding commitments and that it has
received further binding commitments for US$ 5.1 million (together
the "Additional Subscriptions"). A total of 18,206,461 new ordinary
shares of US$0.01 each (the "Additional Subscription Shares") will
be issued at the Issue Price of 26p. Accordingly, the Additional
Subscriptions when aggregated with the previously announced
commitments for US$ 23.5 million, means the Company has completed
an equity raise of US$ 30.0 million from new and existing
investors.
Highlights
-- The Company exceeded its previously announced target of US$
25 million in the Financing due to strong demand from new equity
investors.
-- The Financing leads to a significant improvement in the
Company's debt position reducing it from US$ 70.5 million as at 31
December 2020 to US$ 46.5 million, a reduction of 33%. The net debt
position is reduced from US$ 64.5 million as at 31 December 2020 to
US$ 12.5 million, a reduction of 80%.
-- It is expected that the funds received from the equity
fundraise will represent the remainder of the upfront equity
portion required to fund the Tulkubash project in the Kyrgyz
Republic and fulfils one of the key criteria in order to draw on
any debt project finance facility that is arranged.
-- The Company is now focusing on completing the Tulkubash debt
financing of approximately US$ 80 million during H1 2021 in order
to fully fund the project construction capital of approximately US$
110 million.
-- With the above-mentioned Labro debt-to-equity conversion the
Labro Term Loan has been extinguished, saving the Company US$ 2.1
million a year in interest payments from 2021 to 2024.
Application has been made to the London Stock Exchange for the
18,206,461 Additional Subscription Shares to be admitted to trading
on AIM (the "Additional Admission"), and it is expected that
Additional Admission will become effective and dealings in the new
ordinary shares will commence at or around 8:00am (London time) on
15 February 2021.
Following the Additional Admission:
-- the Company's enlarged issued share capital will comprise
686,612,153 ordinary shares of US$0.01 each. 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 interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules Sourcebook;
-- Labro's and Martin Andersson's percentage holdings in the
issued ordinary share capital of the Company will be:
of shares % of issued share
capital
------------------
Labro 281,527,967 41.00%
------------ ------------------
Martin Andersson 5,829,996 0.85%
------------ ------------------
Combined Total 287,357,963 41.85%
------------ ------------------
All capitalised terms shall have the same meaning as in the
announcement on 5 February 2021 unless otherwise indicated.
This announcement contains inside information for the purposes
of Article 7 of Regulation (EU) 596/2014.
The Additional Subscription Shares, when issued, will be fully
paid, and will rank pari passu in all respects with the existing
Ordinary Shares, including the right to receive all dividends and
other distributions declared, made or paid after the date of
issue.
Labro also holds loan notes for US$1,000,000 (the "Loan Notes")
convertible into 2,849,330 ordinary shares of US$0.01 each in the
capital of the Company ("Ordinary Shares") (assuming full
conversion of principal and interest to maturity). If all the Loan
Notes were subsequently converted (assuming full conversion of
principal and interest to maturity if 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 284,377,297
Ordinary Shares representing 41,25% of the resulting enlarged share
capital.
Pursuant to restricted share awards and share options granted by
the Company to Mr Andersson, he 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 (and no other options to
subscribe for Ordinary Shares issued by the Company were exercised
and no other Ordinary Shares were issued), on a combined basis,
Labro and Mr Andersson would together hold 308,319,114 Ordinary
Shares representing 43.69% of the resulting enlarged share
capital.
Enquiries
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
Artem Volynets (CEO) info@chaarat.com
Canaccord Genuity Limited (NOMAD and + 44 (0)20 7523
Joint Broker) 8000
Henry Fitzgerald-O'Connor
James Asensio
Panmure Gordon (UK) Limited (Joint Broker) +44 (0)20 7886 2500
John Prior
Hugh Rich
finnCap Limited (Joint Broker) +44 (0)20 7220 0500
Christopher Raggett
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 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/ .
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