Fundraising of £51.6 million
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OR SOUTH AFRICA.
This announcement is not an offer of securities for sale in the United States.
The securities discussed herein have not been and will not be registered under
the United States Securities Act of 1933, as amended (the "US Securities Act"),
or the securities laws of any state of the United States. The securities may
not be offered or sold in or into the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. No public offering of the securities
discussed herein is being made in the United States and the information
contained herein does not constitute an offering of securities for sale in the
United States, Canada, Australia, Japan, the Republic of Ireland or South
Africa.
Chaarat Gold Holdings Limited
("Chaarat" or the "Company")
Fundraising of £51.6 million (approximately US$83.4 million)
Road Town, Tortola, British Virgin Islands (7 February 2011)
Chaarat (AIM: CGH) is pleased to announce that it has conditionally raised
approximately £51.6 million (gross) (approximately US$83.4 million) via the
proposed issue of 103,290,468 ordinary shares of US$0.01 each ("Ordinary
Shares") through a placing and direct subscriptions at a price of 50 pence per
Ordinary Share (the "Placing Price") (the "Fundraising").
The Company, through its broker, Westhouse Securities Limited ("Westhouse") and
placing agent, Liberum Capital Limited ("Liberum"), has received commitments to
subscribe for 100,142,670 new Ordinary Shares (the "Placing Shares") to raise
approximately £50.1 million (the "Placing"). In addition, Chaarat has received
commitments to subscribe for 3,147,798 new Ordinary Shares (the "Subscription
Shares" and, together with the Placing Shares, the "New Shares"), at the Placing
Price, through direct subscriptions (the "Direct Subscriptions").
Background to the Fundraising
The Company's strategy is to develop an expandable production unit on the
Chaarat deposit with first gold pouring scheduled for mid- 2012. Production
capacity is planned to be increased towards 200,000 ounces per annum by the end
of 2014. Early production will be based on the mostly free-milling (oxide) zone
(Tulkubash Project) and increased production levels are likely to be fed from
the refractory (sulphide) zones (Kiziltash Project) and will require the
introduction of an oxidation unit in due course.
Chaarat is currently in the process of compiling a Definitive Feasibility Study
for the Tulkubash Project and a Pre-Feasibility study on the much larger
Kiziltash Project.
A significant proportion of the net proceeds of the Fundraising will be deployed
towards developing the required infrastructure for both projects. Much of the
infrastructure will service both projects and will enable quick and efficient
development of the future expansion phases. The infrastructure primarily
includes the improvement of the access road to the deposit from the main public
road; the construction of a power line from the nearby grid to the processing
plant; the establishment of a sub-station and back up generating capacity and
the tailings dam facility.
In parallel with the ongoing exploration work taking place in the Kiziltash
project, an intensive exploration programme will be undertaken during the Spring
and Summer of 2011 to determine to what extent the oxide resource, particularly
the open-pittable section, can be expanded and what level of production the
resource will support. The Company and its technical consultants believe that
the transition from processing mostly oxide to wholly sulphide ore does not pose
a significant technological challenge.
Dekel Golan, Chief Executive of Chaarat, commented:
"Chaarat is delighted to announce that it has now secured the funding to
establish the initial production stage of the Chaarat project and take it to
production. The fundraising has been well received and we are delighted to
welcome the new investors to the Company's share register.
"We have been preparing for this significant step forward. The management team
in Bishkek has been significantly strengthened with the addition of Benoit de
Galbert and others to the team. In addition the board will benefit from the
experience of Dr. Rob Weinberg who joined us recently. We are determined to
work together with the new government of the country in ensuring this
development will be one of the major initiatives contributing to the growth of
economic activity so important to Kyrgyzstan.
"The Company has been operating in the country since late 2002 and during that
period has spent a considerable amount of money in developing a resource of 4.4
million ounces. It is very exciting to be able to move one step further towards
production."
Conditions and further details regarding the Placing
The Placing Shares have been conditionally placed by Westhouse and Liberum.
Under the terms of a placing agreement dated 7 February 2011 and entered into
between the Company, Westhouse and Liberum, Westhouse and Liberum have agreed to
use their reasonable endeavours to procure placees for the Placing Shares at the
Placing Price. The Placing is not underwritten and is not conditional upon
completion of the Direct Subscriptions.
The Subscription Shares will be issued under the existing power granted by
shareholders to the directors of the Company to allot shares for cash.
Application has been made for the Direct Subscription Shares to be admitted to
trading on AIM, which is expected to take place on 10 February 2011 ("First
Admission").
The Subscription Shares will represent approximately 2.1 per cent of the
enlarged issued share capital of the Company following First Admission. The
total enlarged issued share capital of the Company following First Admission
will be 150,181,698 Ordinary Shares. The above figure may after First Admission
be used by shareholders as the denominator for the calculations by which they
can determine if they are required to notify their interest in, or a change to
their interest in, the share capital of the Company under the Company's articles
of association and the AIM Rules for Companies.
The existing power granted by shareholders to the directors of the Company to
allot shares for cash is insufficient to allow the issue of the Placing Shares.
Therefore, the Placing is conditional on the passing of the necessary
resolutions at an Extraordinary General Meeting ("EGM") of the Company which is
expected to be held at the offices of Maclay Murray & Spens LLP, One London
Wall, London, EC2Y 5AB at 10.00 a.m. on 2 March 2011 and is expected to be
completed at 8.00 a.m. on 3Â March 2011 on admission of the Placing Shares to
trading on AIM ("Second Admission").
A notice of EGM will today be posted to shareholders and will also be available
on the Company's website.
The Placing Shares will represent approximately 40.0 per cent. of the issued
share capital of the Company following Second Admission, The total enlarged
issued share capital of the Company following Second Admission will be
250,324,368 Ordinary Shares. The above figure may after Second Admission be
used by shareholders as the denominator for the calculations by which they can
determine if they are required to notify their interest in, or a change to their
interest in, the share capital of the Company under the Company's articles of
association and the AIM Rules for Companies.
Directors' participation
Details of the subscriptions which directors of the Company have undertaken to
make in the Fundraising are set out below:
 Previous New Shares Total Shares Percentage of
Ordinary subscribed for following the enlarged issued
Shares held Fundraising share capital
Christopher 8,111,344 1,888,656 10,000,000 3.99
Palmer-Tomkinson
[1]
Linda Naylor 428,000 200,000 628,000 0.25
[2],[3]
Dr. Robert nil 20,000 20,000 0.01
Weinberg [2]
[1] Subscription included in the Placing
[2] Subscription included in the Direct Subscriptions
[3] Of these shares, 285,500 Ordinary Shares currently held and 100,000 Ordinary
Shares subscribed for in the Fundraising relate to Linda Naylor's husband.
China Nonferrous Metals International Mining Co Ltd ("CNMIM")
Chaarat is required to give notice to CNMIM if it intends to issue any Ordinary
Shares for cash or non cash consideration. CNMIM may within 15 business days of
receipt of the notice give written notice to require Chaarat to issue such
number of Ordinary Shares to CNMIM on the same terms as the New Shares as is
necessary to maintain the percentage holding of CNMIM prior to the issue of the
New Shares. The required notice in respect of the issue of the New Shares will
be sent to CNMIM and a further announcement made, if appropriate.
Further information about the Company:
Chaarat Gold Holdings Limited +44 (0)20 7499 2612
 c/o Central Asia Services Limited dekel@chaarat.com
 linda.naylor@chaarat.com
Westhouse Securities Limited +44 (0) 20 7601 6100
Tim Feather tim.feather@westhousesecurities.com
Richard Baty richard.baty@westhousesecurities.com
Smith's Corporate Advisory +44 (0)20 7321 2508
Dominic Palmer-Tomkinson tomkinson@smiths-ca.com
Liberum Capital Limited 020 3100 2200
Chris Bowman chris.bowman@liberumcapital.com
Sheharyar Malik sheharyar.malik@liberumcapital.com
Note to Editors:
About Chaarat Gold
Chaarat Gold is an exploration and development company operating in the Kyrgyz
Republic. The Company's main activity is the development of the Kiziltash and
Tulkubash projects situated within the Middle Tien Shan Mountains of Kyrgyzstan
which form part of the Tien Shan gold belt. The Company has thus far delineated
a JORC compliant mineral resource of 4.406 Moz at a grade of 4.2 g/t gold across
both deposits. The Company is currently in the process of compiling a Pre-
Feasibility Study on the Kiziltash project and a Definitive Feasibility Study on
the Tulkubash project. Chaarat's objective is to become a low cost gold
producer targeting production of over 200,000 ounces per annum by early 2014
from the Kiziltash project with first production from the smaller Tulkubash
project in mid 2012.
www.chaarat.com
Competent Person
The Competent Person with overall responsibility for this press release, and who
has reviewed the information contained herein, is Sunit Patel M.Sc (Geology),
FGS, GSSA, who is an employee of Chaarat Gold. Mr. Patel is an exploration
geologist with 22 years of experience in the resource industry who has
sufficient experience relevant to the style of mineralisation and type of
deposit under consideration and was supervisor to the work subject of this
release.
Disclaimer
This press release includes forward-looking statements. Such forward-looking
statements involve known and unknown risks, uncertainties and other important
factors beyond Chaarat's control that would cause the actual results,
performance or achievements of Chaarat to be materially different from future
results, performance or achievements expressed or implied by such forward-
looking statements. Such risks, uncertainties and other factors include, among
others, changes in the credit markets, changes in interest rates, a fall in the
price of gold, legislative and regulatory changes, changes in taxation regimes,
and general economic and business conditions, particularly in the United Kingdom
and Kyrgyzstan. Such forward-looking statements are based on numerous
assumptions regarding Chaarat's present and future business strategies and the
environment in which Chaarat will operate in the future. Any forward-looking
statements speak only as at the date of this document. Chaarat expressly
disclaims any obligation or undertaking to disseminate any updates or revisions
to any forward-looking statements contained in this document to reflect any
change in Chaarat's expectations with regard to these or any change in events,
conditions or circumstances on which any such statements are based. As a result
of these factors, the events described in the forward-looking statements in this
press release may not occur either partially or at all.
The distribution of this announcement in certain jurisdictions may be restricted
by law and such distribution could result in violation of the laws of such
jurisdictions. In particular, this announcement is not for distribution in the
United States, Australia, Canada, Japan, the Republic of Ireland or South
Africa. Additionally, the information in this press release may not be
forwarded or distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of
this information in whole or in part is unauthorized. Failure to comply with
this directive may result in a violation of the Securities Act or the applicable
securities laws of other jurisdictions.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Chaarat Gold Holdings Ltd via Thomson Reuters ONE
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