Debt conversion and extension of warrants
24 November 2014
Conroy Gold and Natural Resources plc
("Conroy" or "the Company")
Debt Conversion of £273,500 and Extension of Warrants
* Conversion of unsecured convertible debt amounting to £273,500 by the
Chairman of the Company at 2.65 pence per share
* Extension of expiry date of Warrants by five years
Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland
and Finland, announces that Professor Richard Conroy, Chairman of Conroy, has
converted £273,500 of debt capital at 2.65p per share, resulting in the issue
of 10,320,755 new ordinary shares of €0.01 each (the "Conversion Shares"). This
represents a premium of 308.0 per cent. to the closing price on 20 November
2014, being the last practical date prior to the conversion. Following
admission of the Conversion Shares Professor Conroy's holding will be
96,496,188 shares (representing 22.07 per cent.)
The participation of Professor Conroy in the debt conversion is a related party
transaction under the AIM Rules. The independent directors, having consulted
with the Company's Nominated Adviser and ESM adviser, consider the terms of the
debt capitalisation to be fair and reasonable insofar as the Shareholders are
concerned.
The debt conversion is conditional, inter alia, on admission of the Conversion
Shares to trading on AIM and the Enterprise Securities Market operated by the
Irish Stock Exchange Limited ("ESM"). The Conversion Shares will rank pari
passu with the existing issued Ordinary Shares.
Application has been made to AIM and ESM for the Conversion Shares to be
admitted to trading and admission is expected to take place on 28 November
2014. Following admission of the 10,320,755 Conversion Shares, the Company will
have 437,320,727 Ordinary Shares in issue.
That completes the conversion of the convertible debt.
The Company also announces a proposed five year extension to the expiry date of
78,869,281 unexercised warrants held by directors (and the estate of a former
director) of the Company, detail of which are set out below.
The warrants were originally granted in 2005 and 2007, respectively. The
directors had at that time waived their entitlement to all amounts of unpaid
fees and salaries that accrued to them since incorporation of the Company,
totaling an aggregate of €2,079,015.
The directors have continued to support the Company having made further fee and
salary sacrifices. In addition, the exercise price of the warrants remains at a
significant premium to the current share price of the Company's ordinary
shares. Accordingly, after careful consideration by the board and subject to
ratification by the shareholders at the Company's annual general meeting, the
board considers it appropriate to extend the life of the warrants. The
directors' interests and the terms of the warrants subject to the extension are
as follows:
Director Number of Exercise price Previous Proposed
warrants expiry date expiry date
Professor R Conroy* 22,814,920 €0.037 15/11/2015 15/11/2020
12,119,845 €0.0433 16/11/2017 16/11/2022
Maureen Jones 13,839,858 €0.037 15/11/2015 15/11/2020
8,667,170 €0.0433 16/11/2017 16/11/2022
Jim Jones 8,058,129 €0.037 15/11/2015 15/11/2020
5,130,291 €0.0433 16/11/2017 16/11/2022
Louis Maguire 1,450,427 €0.037 15/11/2015 15/11/2020
1,006,861 €0.0433 16/11/2017 16/11/2022
Henry Rennison 1,450,427 €0.037 15/11/2015 15/11/2020
1,006,861 €0.0433 16/11/2017 16/11/2022
Michael Power 301,032 €0.037 15/11/2015 15/11/2020
1,006,861 €0.0433 16/11/2017 16/11/2022
David Wathen 507,641 €0.0433 16/11/2017 16/11/2022
Séamus FitzPatrick 359,593 €0.0433 16/11/2017 16/11/2022
Estate of former 1,149,395 €0.037 15/11/2015 15/11/2020
director
78,869,311
* 1,450,427 of which were originally issued to Pamela Conroy, who was a
Non-executive director of the Company
The entry into the warrant extension with the directors referred to above
constitutes a related party transaction as defined by the AIM Rules. The
independent director, being Dr Sorca Conroy, having consulted with the
Company's Nominated Adviser and ESM adviser, considers that the terms of the
warrant extension are fair and reasonable insofar as shareholders are
concerned.
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-661-8958
Professor Richard Conroy, Chairman
Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200
Simon Clements/Virginia Bull
Hybridan LLP (Broker) Tel: +44-20-3713-4581
Claire Noyce/William Lynne/Niall Pearson
IBI Corporate Finance Limited (ESM Tel: +353-766-234-800
Adviser)
Ger Heffernan
Lothbury Financial Services Limited Tel: +44-20-3440-7620
Michael Padley/Michael Spriggs
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at: www.conroygold.com
END
Monday, 13th May 2024
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