Conroy Gold announcement – Financing of £2.25 million

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Conroy Gold and Natural Resources plc (AIM: CGNR), the gold exploration and development company focused on Ireland and Finland, is pleased to announce a placing and subscription to raise a total of c.£1.87 million (before expenses) (the “Fundraising”) in conjunction with the conversion of c.£0.38 million of existing debt into new ordinary shares in the Company (the “Debt Capitalisation”) for a total financing of £2.25 million (the “Financing”).


The Financing has been arranged at 33 pence per share (the “Issue Price”), being the closing midmarket price of an existing ordinary share on 15 March 2021. Each new ordinary share being issued pursuant to the Financing has a one-for-one warrant attached, exercisable at 50 pence per share with a two-year term (“Financing Warrant”) and a super warrant to be issued on a one-for-one basis for any Financing Warrants exercised before 31 December 2021, each super warrant being exercisable at £1 per share, expiring on the 2nd anniversary of completion of the Financing (“Super Warrant”).


FINANCING SUMMARY
• Placing and subscription of 5,670,449 ordinary shares of €0.001 each (“Ordinary Shares”) at a price of 33 pence per Ordinary Share to raise £1,871,249 before expenses (the “Financing Shares”).
• In conjunction with the Fundraising certain parties, including Professor Richard Conroy (Chairman of the Company), have also capitalised amounts owed to them totalling £378,751 through the issue of 1,147,726 new Ordinary Shares at the Issue Price (the “Debt Capitalisation Shares”).
• The Financing significantly strengthens the Company’s balance sheet and working capital position. The funds raised will be used by the Company to support activities in relation to the proposed joint venture (“JV”) with Demir Export A.S. (“Demir Export”), announced on 25 February 2021, to meet the commitments and associated costs on the Company’s various licences in Ireland and Finland, for exploration drilling on the copper/gold licences in Finland
and for general working capital.
• Each Financing Share and Debt Capitalisation Share carries a warrant to subscribe for one new Ordinary Share at a price of 50 pence per Ordinary Share exercisable for a period of two years from the admission to trading on AIM of the Financing Shares and the Debt Capitalisation Shares (“Admission”), creating 6,818,175 Financing Warrants.
• Any warrant holder who exercises Financing Warrants on or before 31 December 2021 will also be issued with, for every Financing Warrant exercised, an additional warrant to subscribe for one Ordinary Share at a price of 100 pence (£1.00) per Ordinary Share, again with a life to expiry ending two years from Admission. If all Financing Warrants are exercised before 31 December 2021, 6,818,175 Super Warrants would be created.
• Should all the above Financing Warrants be exercised on or before 31 December 2021 and subsequently all Super Warrants be exercised, this would generate an additional c.£10.2 million of funding for the Company over and above the £2.25 million secured through this Financing. There can be no guarantee that any warrants will be exercised in the future and that any additional proceeds over and above the amount immediately raised through the Financing will be received by the Company.
• Certain directors have subscribed for a total of £21,500 in the Fundraising at the Issue Price.
• The Fundraising has been arranged by First Equity Limited, the Company’s joint broker.
• The Financing Shares will represent approximately 14.4 per cent. of the enlarged issued share capital of the Company and have been subscribed for by a combination of new investors and existing shareholders. The Financing comprises 4,768,906 new Ordinary Shares to be issued to investors pursuant to a placing arranged by First Equity Limited and 901,543 new Ordinary Shares to be issued to certain existing and new investors pursuant to a subscription with the Company.
• The Debt Capitalisation Shares will represent approximately 2.9 per cent. of the enlarged issued share capital of the Company.
• The Financing has been conducted within the Company’s existing share authorities and is conditional on admission of the Financing Shares and the Debt Capitalisation Shares to trading on AIM becoming effective.

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