Email from Mark12 Dec 2024 19:04
Dear All,
It has been a busy few months at Condor Gold, culminating in the acceptance of an Offer from Metals Exploration to acquire the Company subject to a shareholder vote on 6 January 2025. The acquisition is via a Scheme of Arrangement, which was posted to shareholders yesterday. All documents relating to the Offer are on the Company’s website: http://www.condorgold.com/content/condor-offer
I am pleased to have negotiated the Offer, which after a 24 month sales process, is a welcome result for shareholders. The Directors and major shareholder, holding a combined 28%, have signed irrevocable commitments to vote for the transaction. The highlights are:
The 20 day VWAP prior to the date the deal was agreed was around 22p.
An upfront consideration is 33p, payable 30% in cash or 9.9p in cash and 70% in shares of Metals Exploration. £67.5M or US$84.3M
A deferred consideration of 11p, payable 50% in cash or 5.5p in cash on first gold pour and 50% for an additional 1.6M oz gold mineral resource in any category. £22.6M or US$28.8M
Total up to 44p, £90.1m or US$113,1m
In addition a bridge loan of US$2.5M for working capital and furthermore all sales advisory fees of circa £1.5M to be paid.
Shareholders benefit from 15.4p in cash, which is pretty much guaranteed, that’s 75% of the share price a few weeks ago. 9.9p upfront and 5.5p on the first gold pour. Shareholders will also benefit from the transition to production and from the exploration upside.
Post transaction the enlarge company will be 34% owned by Condor and 66% Metals exploration. As I said to the Minster of Energy and Mines last week, Condor has found a partner to construct and operate the mine. The strategy is to build a processing plant of circa 3,500tpd producing 120,000 oz gold p.a. for 10 years. it will be financed by Metals Ex’s mine in the Philippines which produces circa 80k oz gold p.a.
Please feel free to ask questions.
https://www.proactiveinvestors.co.uk/companies/news/1062322/condor-gold-ceo-outlines-metals-exploration-offer-a-win-win-for-shareholders-1062322.html
Best regards
Mark
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