RE: 2nd CVR 800,000 oz’s10 Feb 2026 19:11
In addition, each Condor Gold Shareholder will be entitled to one Contingent Value Right for each Condor Gold Share held (the "CVR Consideration"), which entitles them to their pro rata share of:
o US$14.4 million (to be paid in pounds sterling using the CVR Exchange Rate) following the first gold pour after commissioning of the relevant processing facilities (as confirmed by the Independent CVR Representative) using ore from the La India mining operations, subject to the first gold pour occurring within the five-year period following the earlier of (i) the first date upon which a suitable drilling rig to carry out the agreed work commitments has been mobilised to the La India Project (as confirmed by the Independent CVR Representative); and (ii) six months following the Effective Date (the "CVR Commencement Date"), to be settled by way of the issue of loan notes (issued by MTL) with a maturity of six months and one day after their date of issue (the "Loan Notes"), within 15 Business Days of the first gold pour; and
o up to an aggregate of US$14.4 million on the basis of US$18.00 per ounce (to be paid in pounds sterling using the CVR Exchange Rate) of additional contained gold JORC Mineral Resource discovered in excess of 3.158 million ounces (Moz) total resource at the Condor Group's La India, Rio Luna and Estrella projects (the "Gold Projects") (subject to a cap of 800,000 ounces above the 3.158Moz hurdle), over the five-year period following the CVR Commencement Date. Payments due under the CVR, will be settled by way of the issue of either New MTL Shares or unsecured Loan Notes, or a combination thereof, at MTL's sole election, following the third and fifth anniversary of the CVR Commencement Date.
· Accordingly, the maximum potential CVR Consideration payable pursuant to the Offer, as detailed further below, amounts to US$28.8 million (approximately £22.6 million at the Exchange Rate), representing 11.1p per Condor Gold Share (the "Maximum CVR Consideration"). Accordingly, the Fixed Consideration and the Maximum CVR Consideration (at the Exchange Rate), in aggregate, could amount to up to approximately £90.1 million, representing approximately 44.1p per Condor Gold Share (the "Maximum Potential Consideration").