Kapan Acquisition Update and PDMR Transaction

RNS Number : 7446O

Chaarat Gold Holdings Ltd

31 January 2019

 

31 January 2019

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 ("MAR").

Not for release, publication or distribution to United States newswire services or for release, publication or dissemination in the United States and does not constitute an offer of the securities herein.        

This press release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction.  Any securities described in this press release have not been, and will not be, registered under the US Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration except in transactions exempt from, or not subject to, registration under the US Securities Act and applicable US state securities laws. There is no public offering of the securities in the United States expected. 

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Kapan Acquisition Financing Update and PDMR Transaction

Further to the Company's announcement on 30 January 2019, Chaarat is pleased to confirm that the Kapan Acquisition Financing has now been executed.

Following further discussions with the Banks, it has been agreed that the following conditions subsequent are to be satisfied within a period of twelve months rather than the shorter two or six month periods specified in the announcement of 30 January 2019:

·     The  requirement that the Borrower shall provide all water usage permits and wastewater discharge permits in relation to the Kapan Mine;

·      The requirement that the Borrower shall provide the following in relation to the Kapan Mine:

o  Valid EIA expertise positive conclusion relating to the Geghanush TMF (including when such conclusions are conditional upon existence of certain circumstances or conduct of certain activities, the proof that such actions were conducted and circumstances occurred); and

o  Technical safety declaration signed off by the State Water Committee for the Geghanush tailing dam hydro-technical facility as required under applicable law.

It was also agreed that the following additional conditions subsequent would be provided within 15 days of the Utilization Date: 

·     The original of the guarantee signed by Labro; and

·     Constitutional documents and corporate authorisations and approvals for Labro in relation to the guarantee.

The fee to Labro for the provision of the guarantee is now due and the Company expects to issue these 250,000 new ordinary shares of USD0.01 each in the Company ("Ordinary Shares") to Labro shortly following re-admission to AIM.  It is also intended that the board of the Company (excluding Martin Andersson and Martin Wiwen-Nilsson) will exercise its discretion to waive the requirement for a mandatory offer for the Company to be made by any member of the Concert Party (see the Company's announcement of 20 December 2018) in connection with such share issue. Following the issue of the new Ordinary Shares, Labro will hold 133,796,925 Ordinary Shares in the Company (c.33.84% of enlarged ISC), and the Concert Party's holding in the Company shall increase to 151,148,966 Ordinary Shares (38.23% of ISC).  The total number of Ordinary Shares in issue will increase from 395,167,015 to 395,417,015.  A further announcement will be made in due course following the issue of these new Ordinary Shares.

As referred to above, there is a provision in the Company's Articles of Association (the "Articles") (Article 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 Board has previously exercised its discretion to waive the requirement for a mandatory offer when the Concert Party acquired Ordinary Shares in excess of a 20% holding.

Trading in the Company's shares remains suspended pending re-admission to AIM, which is expected to take place on 4-5 February 2019. 

Enquiries

Chaarat Gold Holdings Limited Martin Andersson (Executive Chairman)	[phone]
Artem Volynets (CEO)	[e-mail]
Numis Securities Limited
John Prior, Paul Gillam (NOMAD)	[phone]
James Black (Corporate Broking)
Powerscourt
Conal Walsh	[phone]
Matthew Attwood Isabelle Saber	[e-mail]

About Chaarat Gold

Chaarat Gold is an exploration and development company with a large, high grade resource - the Chaarat Gold Project. The Company has a clear strategy to build a leading emerging markets golf company with an initial focus on Central Asia and the FSU through organic growth and selective M&A.

On 30 October 2018, Chaarat announced that it had entered into a binding sale and purchase agreement to acquire the Kapan mine in Armenia from Polymetal, for a consideration of US$55 million, subject to adjustments (the "Kapan Acquisition"). On 14 December 2018, the Company issued the Readmission Document relating to the Kapan Acquisition.

Chaarat is engaged in an active community engagement programme 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.

 NOTICE

This announcement includes statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "envisages", "estimates", "anticipates", "projects", "expects", "intends", "may", "will", "could", "seeks" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy plans, objectives, goals, future events or intentions.  These forward-looking statements include statements regarding the Company's and the Directors' current intentions, beliefs or expectations concerning, amongst other things, investment strategy, financing strategy, performance, results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which the Group (which, where used in this announcement, shall have the meaning given to that term in the Readmission Document) will operate.

By their nature, forward-looking statements involve risks (including unknown risks) and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  Forward-looking statements are not an assurance of future performance.  The Company's actual performance, results of operations, financial condition, liquidity and dividend policy and the development of the business sector in which the Group will operate, may differ materially from those suggested by the forward-looking statements contained in this announcement.  In addition, even if the Company's performance, results of operations, financial condition, liquidity and dividend policy and the development of the industry in which the Group will operate, are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods.

Any forward-looking statements in this announcement reflect the Company's and the Directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the matters referred to above.  Other than in accordance with the Company's obligations under the AIM Rules for Companies, the Company does not undertake to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

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 / amendment	Initial notification
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 financial instrument,  type of instrument	Ordinary shares of US$0.01 each
	Identification code	VGG203461055
b)	Nature of the transaction	Issuance of ordinary shares in payment of a fee
c)	Currency	GBP
d)	Price(s) and volume(s)		Price(s)	Volume(s)
			27.15p	250,000
e)	Aggregated information ·     Aggregated volume ·     Aggregated price ·     Aggregated total	250,000 27.15p £ 67,875
f)	Date of the transaction	30 January 2019
g)	Place of the transaction	XLON

 

END

 

 

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