Placing to raise USD 5 million

RNS Number : 1135A

Chaarat Gold Holdings Ltd

18 December 2014

 

Chaarat Gold Holdings Limited

("Chaarat" or "the Company")

Placing to raise USD 5 million

Road Town, Tortola, British Virgin Islands (18 December 2014).

Chaarat (AIM:CGH) is pleased to announce that it has raised USD 5 million through the issue of 21,367,521 new ordinary shares (the "Ordinary Shares") of USD 0.01 each in the capital of the Company (the "Placing Shares") at a price of GBP 0.15 (USD 0.234) per share (the "Placing Price") to Fasanara Capital Credit Strategies Fund (the "Fasanara Fund").

In addition, three year warrants (the "Placing Warrants") have been issued to the Fasanara Fund to subscribe for one Ordinary Share per Placing Share at the Placing Price (taken together with the issue and allotment of the Placing Shares, the "Placing" or the "Transaction").  

The Placing Price represents a premium of 27.7 per cent, to the closing price of 11.75p per share on 17 December 2014.

Following the completion of the Definitive Feasibility Study ("DFS"), expected in mid-2015, the funds raised via the Placing (the "Placing Funds") will enable the Company to carry out the work needed to satisfy all the Kyrgyz regulatory requirements to secure construction permits for the Chaarat Project, which  is expected to be a significant value milestone. The next stage will be to select a contractor for the construction of the stage one heap leach project which, together with the completion of the work above, should put the Company in a strong position to then raise the necessary project finance. The Placing Funds are expected to finance the Company into the first quarter of 2016, by which time it is expected to have completed the above process.

In addition, the Board and management team have been focussing on minimising expenditure and reducing headcount where this does not compromise safety at site or impede the progress of the DFS.  The Company has also continued to dispose of surplus materials and equipment, from which USD 1.34 million has been realised to date.

Prior to the Placing, funds managed by Fasanara Capital Limited ("Fasanara Capital"), including the Fasanara Fund, held 48,962,293 Ordinary Shares representing 19.55% of Chaarat's issued share capital, and as a result of this, the Transaction is deemed a related party transaction under the AIM Rules. The Company's Board of Directors consider, having consulted with its Nominated Adviser, Numis Securities, that the terms of the Transaction are fair and reasonable insofar as the shareholders of the Company are concerned.

Following the issue and allotment of the Placing Shares to the Fasanara Fund, funds managed by Fasanara Capital will be interested in 25.87% of the issued share capital of Chaarat, as enlarged following completion of the Placing.  If no other issue of shares by the Company were to take place and the Placing Warrants were exercised in full, Fasanara Capital would be interested in 31.27% of the enlarged issued share capital of Chaarat.

The Company has been informed by Fasanara Capital that Mr Martin Andersson is indirectly beneficially interested in the Fasanara Fund.

Mr Andersson is a Swedish private investor.  A graduate of the Stockholm School of Economics and HEC Paris, Mr Andersson worked with M&A at Booz, Allen, Hamilton and also advised the Russian Government on privatization issues. In 1993 Mr Andersson co-founded Brunswick Brokerage - a Moscow based investment bank that was later sold to UBS - initially holding the position of CEO and was in 1999 appointed Chairman.  He also chaired the Board of Directors of Brunswick Capital Limited (2002-2007) and Brunswick Rail Leasing (2005-2007).  He currently sits on the Board of Brunswick Real Estate International, Brunswick Rail and Cabo Delgado Investments.

Dekel Golan, CEO of Chaarat, comments:  "I welcome the involvement of Fasanara Capital, which has been a supportive shareholder for the last three years. This injection of capital into the Company means our next significant fund raise should be for construction of the stage one heap leach operation of the Chaarat Project, at which point it will be much more advanced."

Further information

The completion of the Transaction is conditional, inter alia, upon admission of the Placing Shares to trading on the AIM market of the London Stock Exchange ("Admission"). The Company will apply for Admission and it is expected that Admission will take place on or around 23 December 2014.

The Placing Shares have been issued and allotted to the Fasanara Fund credited as fully paid and will rank pari passu with the existing Ordinary Shares.

Following Admission, the Company's existing issued share capital will increase from 250,477,868 Ordinary Shares to 271,845,389 Ordinary Shares (the "Enlarged Share Capital").  As such the total number of voting rights which will be attached to the Enlarged Share Capital, on the basis of one vote per Ordinary Share, will be 271,845,389 (the "Total Voting Rights").

The Total Voting Rights figure may be used by shareholders as the denominator for any calculation by which they will determine whether or not they are required to notify their interests in, or a change to their interest in, the issued share capital of the Company.

Chaarat is a company incorporated in the British Virgin Islands and is therefore not subject to the UK City Code on Takeovers and Mergers. The Company's Articles of Association contain a regulation which provides that where any person (i) acquires interests in shares which (taken together with interests in shares held or acquired by persons acting in concert with him) carry 20% or more of the voting rights of the Company; or (ii) holds (together with persons acting in concert with him) interests in shares representing not less than 20% but not more than 50% of the voting rights and such person (or any person acting in concert with him) acquires an interest in additional shares which increases his percentage of voting rights, the Board of Directors of the Company shall be entitled, but not obliged, to require that person to extend a mandatory offer to all of the Company's shareholders to acquire their Ordinary Shares. 

The Board of Directors has exercised its discretion under the Company's Articles of Association so as not to require a mandatory offer to be made in connection with the Transaction by the Fasanara Fund or any person acting in concert with it in respect of either the issue and allotment of the Placing Shares, the grant of the Placing Warrants or, in due course, the issuance of Ordinary Shares upon exercise of the Placing Warrants, but not in respect of any other purchase of Ordinary Shares or any interest therein by the Fasanara Fund or any person acting in concert with it.

China Nonferrous Metals International Mining Co Ltd ("CNMIM")

Chaarat is required to give notice to CNMIM if it intends to issue any Chaarat shares for cash or non- cash consideration. CNMIM may within 15 business days of receipt of such notice being issued in connection with the Placing give written notice to require Chaarat to issue such number of Chaarat shares to CNMIM on the same terms as the Placing Shares, as is necessary to maintain the percentage shareholding of CNMIM in the Company prior to completion of the Placing. The required notice in respect of the issue of the Placing Shares will be sent to CNMIM and a further announcement made, if appropriate.

Prior to issue and allotment of the Placing Shares to the Fasanara Fund, CNMIM held 22,469,289 Ordinary Shares representing 8.97% of the issued share capital of Chaarat. 

Enquiries:  

Chaarat Gold Holdings Limited	+ 44 23 800 11747
c/o Central Asia Services Limited	[e-mail]
Dekel Golan   CEO
Linda Naylor  FD
Numis Securities Limited	[phone]
John Prior, Paul Gillam (NOMAD) James Black (Broker)

NOTES TO EDITORS:

About Chaarat Gold

Chaarat Gold is an exploration and development company operating in the Kyrgyz Republic with a large, high grade resource - the Chaarat Gold Project. The Company's key objective is to become a low cost gold producer generating significant production from the development of the Chaarat Gold Project. Chaarat is preparing a Definitive Feasibility Study and continuing its active community engagement programme to optimise the value of the Chaarat investment proposition. 

Chaarat aims to create value for its shareholders, employees and communities from its high quality gold and mineral deposits in the Kyrgyz Republic by building relationships based on trust and operating to the best environmental, social and employment standards.

 

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