TIDMCNR TIDMMTL

RNS Number : 4530T

Condor Gold PLC

15 January 2025

15 January 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION $(EU)$ NO 596/2014 $(MAR)$ AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

Condor Gold plc

("Condor", "Condor Gold" or "the Company")

RECOMMENDED ACQUISITION

of

CONDOR GOLD PLC

by

METALS EXPLORATION PLC

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

The board of Condor Gold is pleased to announce that, following delivery of the Court Order to the Registrar of Companies today, the scheme of arrangement between Condor Gold and the Scheme Shareholders under Part 26 of the Companies Act (the "Scheme") to implement the recommended acquisition of the entire issued and to be issued share capital of Condor Gold by Metals Exploration (the "Acquisition") has become effective.

Full details of the Acquisition are set out in the scheme document published by Condor Gold on 11 December 2024 (the "Scheme Document"). Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London time unless stated otherwise.

Cancellation of admission of the Condor Gold Shares to trading on AIM and Delisting of the Condor Gold Shares from the TSX

Admission of Condor Gold Shares to trading on AIM was suspended with effect from 7:30 a.m. on 14 January 2025. Following application by Condor Gold to the London Stock Exchange, the cancellation of admission of the Condor Gold Shares to trading on AIM is expected to take effect at 7:00 a.m. tomorrow, 16 January 2025.

The Condor Gold Shares were delisted from the Toronto Stock Exchange ("TSX") at the TSX market close on 14 January 2025.

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members of Condor Gold at the Scheme Record Time, being 10:00 p.m. on 14 January 2025, are entitled to receive 4.0526 New MTL Shares, 9.9p in cash and 1 Contingent Value Right for every Scheme Share held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in certificated form, and the CREST accounts of Scheme Shareholders holding Scheme Shares in uncertificated form will be credited, within 14 days of today's date.

Board Changes

As the Scheme has now become Effective, Condor Gold announces that, as of today's date, all Condor Gold Directors have tendered their resignations and stepped down from Condor Gold board.

Enquiries:

 
 Condor Gold plc 
 Mark Child, CEO                              Tel: +44 (0) 207 
                                               493 2784 
                                             -------------------- 
 
 Beaumont Cornish Limited                     Tel: +44 (0)207 628 
  (Nominated Adviser and Rule 3 Adviser        3396 
  to Condor Gold) 
                                             -------------------- 
 Roland Cornish / James Biddle 
                                             -------------------- 
 
 H&P Advisory Limited                         Tel: +44 207 907 
  (Financial Adviser to Condor Gold)           8500 
                                             -------------------- 
 Andrew Chubb, Franck Nganou, Ilya Demichev 
                                             -------------------- 
 
 SP Angel Corporate Finance LLP               Tel: +44 (0) 203 
  (Broker to Condor Gold)                      470 0470 
                                             -------------------- 
 Ewan Leggat 
                                             -------------------- 
 
 Cassiopeia (Investor Relations)              Tel: +44 7949690338 
                                             -------------------- 
 Stefania Barbaglio 
                                             -------------------- 
 
 

Neither the Toronto Stock Exchange nor the London Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this announcement.

MAR

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person responsible for releasing this statement on behalf of the Company is Mark Child.

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the FCA, is acting as Nominated Adviser and Rule 3 Adviser exclusively to Condor Gold and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Condor Gold for providing the protections afforded to clients of Beaumont Cornish nor for providing advice in connection with the subject matter of this announcement. Neither Beaumont Cornish nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Beaumont Cornish in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Beaumont Cornish as to the contents of this announcement.

H&P Advisory Limited ("Hannam & Partners"), which is authorised and regulated in the United Kingdom by the FCA, is acting as financial adviser exclusively to Condor Gold and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Condor Gold for providing the protections afforded to clients of Hannam & Partners nor for providing advice in connection with the subject matter of this announcement. Neither Hannam & Partners nor any of its affiliates (nor any of their respective directors, partners, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Hannam & Partners in connection with this announcement, any statement contained herein, the Offer or otherwise. No representation or warranty, express or implied, is made by Hannam & Partners as to the contents of this announcement.

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of the securities of Condor Gold in any jurisdiction in contravention of applicable law. The Offer will be implemented solely pursuant to the terms of the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document), which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any vote in respect of the Scheme or other response in relation to the Offer should be made only on the basis of the information contained in the Scheme Document (or, if the Offer is implemented by way of a Takeover Offer, the Offer Document).

This announcement does not constitute a prospectus, prospectus equivalent document or exempted document nor does this announcement, or the information contained herein, constitute a solicitation of proxies within the meaning of applicable Canadian Securities Laws. Condor Gold Shareholders are not being asked at this time to execute a proxy in favour of the Offer or the matters described herein.

MTL reserves the right to elect to implement the Offer by way of a Takeover Offer as an alternative to the Scheme (subject to the Panel's consent and in accordance with the terms of the Cooperation Agreement). In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which will apply to the Scheme, subject to appropriate amendments to reflect, among other things, the change in method of effecting the Offer (including, without limitation: (i) the inclusion of an acceptance condition set at 90 per cent. of the Condor Gold Shares to which such Offer relates (or such other percentage as MTL may, subject to the rules of the Takeover Code and with the consent of the Panel, decide); and (ii) those required by, or deemed appropriate by, MTL under applicable law). Further, if sufficient acceptances of such Offer are received and/or sufficient Condor Gold Shares are otherwise acquired, it is the intention of MTL to apply the provisions of Chapter 3 of Part 28 of the 2006 Act to acquire compulsorily any outstanding Condor Gold Shares to which such Offer relates.

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