Issue of Equity
1 October 2013
Conroy Gold and Natural Resources plc
("Conroy" or "the Company")
Fundraising to raise £1,000,000 by way of an equity subscription and debt issue
* Subscription for 6,660,377 new ordinary shares at 2.65 pence per share to
raise £176,500
* Issue of unsecured convertible debt amounting to £823,500 to directors of
the Company
* Proceeds of the subscription and debt issue to be applied to fund the
Company's ongoing programme at its Clontibret gold target where it proposes
to develop its first operational gold mine, its ongoing exploration
programme at its Clay Lake and Slieve Glah properties and for working
capital generally
Conroy (AIM: CGNR), (ESM: CGNR.I) the gold mining company focused on Ireland,
announces that it has conditionally raised £1,000,000, through: (i) a
subscription (the "Subscription") of 6,660,377 ordinary shares of EUR 0.03 in
the capital of the Company ("Ordinary Shares") (the "Subscription Shares") at a
price of 2.65 pence Sterling per share ("Subscription Price"), a premium of
35.9 per cent over the closing mid-market price on 30 September 2013, being the
last practicable date prior to the publication of this announcement; and (ii)
an issue of unsecured convertible debt to Professor Richard Conroy, Miss
Maureen Jones and Dr. Sorċa Conroy, all directors of the Company, amounting to
£823,500, in aggregate.
The debt is convertible at the Company's discretion, subject to the Company not
being in a close period, and will be convertible at the higher of the
Subscription Price and the prevailing mid-market price at the time of
conversion. The debt is unsecured and will not accrue interest.
The proceeds of the Subscription and debt issue to be applied to fund the
Company's ongoing programme at its Clontibret gold target where it proposes to
develop its first operational gold mine, its ongoing exploration programme at
its Clay Lake and Slieve Glah properties and for working capital generally.
Professor Richard Conroy, Miss Maureen Jones and Dr. Sorċa Conroy have provided
£683,500, £125,000 and £15,000 of debt capital, respectively.
The issue of the unsecured convertible debt to Professor Richard Conroy's, Miss
Maureen Jones' and Dr. Sorċa Conroy's are related party transactions under the
AIM Rules. The independent directors (being all the members of the Board of
Directors with the exception of these three), having consulted with the
Company's nominated adviser and ESM adviser, consider their provision of the
debt to be fair and reasonable insofar as the Shareholders are concerned.
As part of the Subscription, Pageant Holdings has subscribed for 1,866,792
Subscription Shares in the Company. Following the admission of the Subscription
Shares ("Admission"), Pageant Holdings will hold 14,586,033 Ordinary Shares in
the Company, representing 4.90 per cent. of the Company's enlarged share
capital and total voting rights.
In addition, Mr Patrick O'Sullivan has subscribed for 3,773,585 shares.
Following Admission, Patrick O'Sullivan, will hold 24,047,880 Ordinary Shares
in the Company, representing 8.07 per cent. of the Company's enlarged share
capital and total voting rights.
The Subscription is conditional, inter alia, on admission of the Subscription
Shares to trading on AIM and the Enterprise Securities Market operated by the
Irish Stock Exchange Limited ("ESM"). The Subscription Shares will rank pari
passu with the existing issued Ordinary Shares.
The Company intends to use the proceeds of the Subscription and the debt
capital provision primarily to fund the Company's on-going programme at its
Clontibret gold target where it proposes to develop its first operational gold
mine and to continue its exploration at its Clay Lake and Slieve Glah gold
targets and for working capital generally.
Application has been made to AIM and ESM for the Subscription Shares to be
admitted to trading. Admission and trading in the New Shares are expected to
commence on 7 October 2013.
On admission of the 6,660,377 Subscription Shares, the Company will have
297,911,919 Ordinary Shares in issue in total.
Professor Richard Conroy, Chairman, commented:
"I am delighted to announce the Subscription which, at 2.65p, was at a premium
over the market price. The funds will enable the Company to progress its
Clontibret Project, where the Company plans to develop its first operational
gold mine and to continue its exploration at its Clay Lake and Slieve Glah gold
targets. We are grateful for the support from both current and new investors."
For further information please contact:
Conroy Gold and Natural Resources plc Tel: +353-1-661-8958
Professor Richard Conroy, Chairman
Sanlam Securities UK Limited (Nomad) Tel: +44-20-7628-2200
Simon Clements/Virginia Bull
Hybridan LLP (Broker) Tel: +44-20-7947-350/4361
Claire Noyce/William Lynne
IBI Corporate Finance Limited (ESM Adviser) Tel: +353-766-234-800
Brian Farrell
Lothbury Financial Services Limited Tel: +44-20-3440-7620
Michael Padley/Michael Spriggs
Hall Communications Tel: +353-1-660-9377
Don Hall
Visit the website at: www.conroygoldandnaturalresources.com