Conditional Preliminary Investment Agreement

Chaarat Gold Holdings Ltd

01 June 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 ("MAR"), AND IS DISCLOSED IN ACCORDANCE WITH THE COMPANY'S OBLIGATIONS UNDER ARTICLE 17 OF MAR

FOR IMMEDIATE RELEASE

1 June 2023

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Conditional Preliminary Investment Agreement for US$250 million

Chaarat Gold (AIM: CGH), a AIM-quoted gold mining Company with an operating mine in Armenia, and assets at various stages of development in the Kyrgyz Republic, is pleased to announce the signing of a conditional preliminary investment agreement ("PIA") and a strategic co-operation agreement with Xiwang International Company Limited ("Xiwang") in respect of a potential equity investment of US$250 million (the "Investment").

As previously disclosed, the purpose of this potential Investment would be to support the development of Chaarat's organic pipeline and facilitate external growth through value-added acquisitions. Subject to meeting certain conditions precedent, it is proposed that the Investment will be in the form of a new issue of shares in Chaarat at a price of £0.20 per share, resulting in Xiwang holding 60% of the shares in Chaarat.

Completion of the potential Investment is contingent upon meeting several conditions. These conditions include the passing of shareholder resolutions at a general meeting of Chaarat shareholders to implement the Investment, entry into a shareholder relationship agreement, Xiwang completing its financing to effect the Investment, both parties completing due diligence, and obtaining all required corporate and regulatory approvals. If all conditions are met, the parties are targeting completion by 30 July 2023.

It should be noted that the PIA and strategic cooperation agreement are both conditional and there is no guarantee at this stage that the proposed Investment will be completed. Further announcements will be made as appropriate.

Martin Andersson, Executive Chair of Chaarat, said:

"We have now progressed beyond the letter of intent stage to conditional agreements within the agreed timeline. We look forward to working with our prospective partners to achieve completion of the Investment by our target of the end of July 2023."

Kenny Song, Chair of Xiwang, said:

"We are pleased to have progressed our discussions with Chaarat to this point. As we enter the final stage of our due diligence process, we are planning a site visit to Chaarat's Kyrgyz assets in June.  We are confident that we can support Chaarat's strategy to create a high-quality portfolio of mining assets on a global basis."

Enquiries
Chaarat Gold Holdings Limited	[phone]
Mike Fraser (Chief Executive Officer)	[e-mail]
Canaccord Genuity Limited (NOMAD and Joint Broker)	[phone]
Henry Fitzgerald-O'Connor
James Asensio
finnCap Limited (Joint Broker)	[phone]
Christopher Raggett
Panmure Gordon (UK) Limited (Joint Broker)	[phone]
John Prior Hugh Rich

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 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.

About Xiwang

Xiwang International Company Ltd (Xiwang) is an investment company incorporated in the British Virgin Islands. As part of its long-term strategic investment plan, Xiwang is looking to create a significant portfolio of mining assets and resources on a global basis by partnering with and providing funding to listed public operating companies with strong governance, focussed on disciplined capital allocation and shareholder value creation.

 

END