TIDMCGH
RNS Number : 8513P
Chaarat Gold Holdings Ltd
12 October 2023
12 October 2023
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Working Capital Facility
Chaarat Gold (AIM: CGH), the AIM-quoted exploration and
development company with assets at various stages of development in
the Kyrgyz Republic, is pleased to announce that it has entered
into a new US$5 million secured working capital facility
arrangement (the "Facility") with its largest shareholder, Labro
Investments Limited ("Labro"). The Facility carries interest at 12%
per annum and must be repaid no later than 31 July 2024. The key
terms of the Facility are below.
The new US$5 million facility (combined with the US$5 million
cash consideration already received from the sale of Kapan) will
enable Chaarat to repay its existing working capital facilities in
full and will provide Chaarat with sufficient operational funding
through to Q3 2024.
David Mackenzie, Chief Financial Officer, said:
"Chaarat appreciates the continued strong support from our
largest shareholder which enables the Company to continue towards
the development of its Kyrgyz assets. The new facility will provide
sufficient operational funding for Chaarat to continue to work
constructively with the holders of its convertible loan notes and
towards the completion of a fully-financed first phase development
of Tulkubash. "
Key terms of the Facility
-- Principal amount of US$5 million available for drawdown in four tranches.
-- Repayment date no later than 31 July 2024.
-- Interest rate of 12% per annum.
-- Security in the form of a charge over the Company's assets
(excluding its wholly-owned subsidiary, Zaav Holdings Limited
("ZHL"), which is already charged to the holders of the Company's
convertible loan notes) and an option for Labro to take a second
fixed charge (subordinated to the charge in favour of the
convertible loan noteholders) over ZHL.
-- A 5% commitment fee to be satisfied by the issue to Labro of
4,000,000 new ordinary shares of US$0.01 each in the Company (the
"Commitment Fee Shares"). The shares are to be issued at 5p/share
price at USD/GBP 1.25.
Related Party Transaction
The Facility constitute s a related party transaction under AIM
Rule 13 of the AIM Rules for Companies as Labro is a substantial
shareholder of the Company and Martin Andersson (the executive
chair of Chaarat) is indirectly beneficially interested in the
majority of the shares in Labro. The independent directors of the
Company for the purposes of this transaction (being all of the
Company's Directors save Martin Andersson) consider, having
consulted with the Company's N ominated A dviser, that the terms of
the Facility are fair and reasonable insofar as the Company's
shareholders are concerned.
Regulation 19 Waiver
There is a provision in the Company's articles of association (
" Regulation 19 " ) which states that the Board has the right to
require any holder of more than 20% of ordinary shares in the
capital of the Company (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.
Labro currently holds: -- 308,750,537 Ordinary Shares representing approximately
44.77 per cent of Chaarat's issued share capital; and
-- a loan note for US$1,6 14,316 (the " Loan Note ") convertible
into 3,947,260 Ordinary Shares assuming full conversion
of principal and interest to maturity on 31 October 2023.
Mr Andersson is personally beneficially interested in 6,969,592
Ordinary Shares representing 1.01% of Chaarat's issued share
capital. In addition, Mr Andersson also holds options to
acquire 16,300,639 Ordinary Shares under the Company's 2019
management incentive plan.
Following the issue of the Commitment Fee Shares, Labro's
and Mr Andersson's combined shareholdings in the Company
will be as follows: Undiluted * Diluted for Loan Fully diluted *
Notes *
Labro 312,750,537 45.09% 316,697,797 45.40% 316,697,797 44.36%
3 .
2 6
Mr Andersson 6,969,592 1.00% 6,969,592 1.00% 23,270,231 %
------------ ------- ------------ ------- ------------ -------
3 3 9 4 7
, 968 . 62
Combined 319,720,129 46.09% 323,667,389 46.40% , 028 %
------------ ------- ------------ ------- ------------ -------
* Undiluted assumes issue of 4m Commitment Fee Shares
and no other issue of new Ordinary Shares,
including on exercise of existing options
or on conversion of any existing convertible
loan notes.
* Diluted for assumes issue of 4m Commitment Fee Shares
Loan Notes and full conversion by Labro of the Loan Note
principal and interest to maturity, no options
to subscribe for Ordinary Shares exercised,
no other convertible loan notes converted,
and no other Ordinary Shares issued.
* Fully diluted assumes issue of 4m Commitment Fee Shares
and full conversion by Labro of the Loan Note
principal and interest to maturity, no other
convertible loan notes converted, the exercise
in full by Mr Andersson of his existing share
options, no other options to subscribe for
Ordinary Shares exercised, and no other Ordinary
Shares issued.
On 11 October 202 3 , the Board (excluding Martin Andersson)
exercised its discretion to waive the requirement for a mandatory
offer under Regulation 19 of the Company's articles of association
in respect of the issue of the Commitment Fee Shares to Labro .
An application has been made to the London Stock Exchange for
the Commitment Fee Shares to be admitted to trading on AIM, and it
is expected that admission will become effective at or around
8:00am (London time) on 17 October 2023.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018.
Enquiries
+44 (0)20 7499
Chaarat Gold Holdings Limited 2612
Martin Andersson (Executive Chair) IR@chaarat.com
Canaccord Genuity Limited (NOMAD and + 44 (0)20 7523
Joint Broker) 8000
Henry Fitzgerald-O'Connor
James Asensio
Cavendish Capital Markets Limited (Joint +44 (0)20 7220
Broker) 0500
Neil McDonald
Panmure Gordon (UK) Limited (Joint + 44 (0)20 7886
Broker) 2500
John Prior
Hugh Rich
About Chaarat
Chaarat is an exploration and development company which owns the
Tulkubash and Kyzyltash gold projects in the Kyrgyz Republic. The
Company has a clear strategy to build a leading emerging markets
gold company through organic growth and selective M&A.
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 .
S
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 Remuneration in shares under a
loan agreement
------------------------------------- --------------------------------------
c) Currency GBP
------------------------------------- --------------------------------------
d) Price(s) and volume(s) Price(s) Volume(s)
------------------------------------- ----------------- ----------------
5p 4,000,000
------------------------------------------ ----------------- ----------------
e) Aggregated information
* Aggregated volume 4,000,000
5 pence
GBP200,000
* Aggregated price
* Aggregated total
-------------------------------------- ------------------------------------------
f) Date of the transaction 11 October 2023
------------------------------------- --------------------------------------
g) Place of the transaction XLON
------------------------------------- --------------------------------------
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END
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October 12, 2023 02:00 ET (06:00 GMT)
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