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Chaarat Gold Hlgs Ld (CGH)


Monday 02 November, 2020

Chaarat Gold Hlgs Ld

Issue of balance of security fee shares to Labro

RNS Number : 8489D
Chaarat Gold Holdings Ltd
02 November 2020

2 November 2020

Chaarat Gold Holdings Limited

("Chaarat" or "the Company")

Issue of balance of security fee shares to Labro



Chaarat, the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces that the balance of the Investor Loan (as described in the Company's announcement on 6 October 2020) was not repaid by 31 October 2020. Pursuant to the terms of the security agreement described in the Company's announcement on 15 April 2020, the Company has issued 8,000,000 new ordinary shares of US$0.01 each in the capital of the Company (the "Security Fee Shares") to Labro Investments Limited ("Labro") as the second instalment of the security fee payable in connection with the Investor Loan.


Labro now holds:

219,092,573 ordinary shares of US$0.01 each in the capital of the Company ("Ordinary Shares") representing approximately 40.57% of Chaarat's issued share capital; and

Loan Notes for US$1,000,000 (the "LoanNotes") convertible into 2,849,330 Ordinary Shares assuming full conversion of principal and interest to maturity.


If all Loan Notes were subsequently converted (assuming full conversion of principal and interest to maturity) and 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 221,941,903 Ordinary Shares representing 40.88% of the resulting enlarged share capital.


Mr Martin Andersson, who is indirectly beneficially interested in the majority of shares of Labro, is beneficially interested directly in 5,829,996 Ordinary Shares and, pursuant to restricted share awards and share options granted by the Company to Mr Andersson, 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, on a combined basis, Labro and Mr Andersson would together hold 246,245,956 Ordinary Shares representing 44.03% of the resulting enlarged share capital.


This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014.




Application has been made for the Security Fee Shares to be admitted to trading on AIM, and it is expected that admission will become effective and trading of the Security Fee Shares will commence on or around 8:00am (London time) on 5 November 2020.


Following the admission of the Security Fee Shares, the Company's enlarged issued share capital will comprise 540,062,210 Ordinary Shares.  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 interests in, or a change to their interest in, the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules Sourcebook.

3 .

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 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 Security Fee Shares do not fall under the waiver for market share purchases of up to three million Ordinary Shares announced by the Company on 16 September 2020.  On 1 November 2020, the Board (excluding Martin Andersson) exercised its discretion to waive the requirement for a mandatory offer for the Company by Labro, to allow Labro to receive the Security Fee Shares.





Chaarat Gold Holdings Limited

+44 (0)20 7499 2612

Artem Volynets (CEO)

[email protected]

Canaccord Genuity Limited (NOMAD and Joint Broker)

+ 44 (0)20 7523 8000

Henry Fitzgerald-O'Connor

James Asensio

finnCap Limited (Joint Broker)

+44 (0)20 7220 0500

Christopher Raggett

SP Angel Corporate Finance LLP (Joint Broker)

+44 (0)20 3470 0470

Ewan Leggat



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 Central Asia and 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


Appendix 1 - PDMR form

Details of the person discharging managerial responsibilities / person closely associated



Labro Investments Limited

Reason for the notification


Position / status

Person/Entity closely associated with the Chairman


Initial notification / amendment

Initial notification

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor



Chaarat Gold Holdings Limited


Legal entity identifier


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


Description of the financial instrument, type of instrument

Ordinary shares of US$0.01 each

Identification code



Nature of the transaction

Security fee shares under a loan agreement





Price(s) and volume(s)






Aggregated information

· Aggregated volume

· Aggregated price

· Aggregated total



24.25 pence



Date of the transaction

1 November 2020


Place of the transaction



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