Condor Gold Plc (AIM: CNR; TSX: COG) announces that further to its announcement of 28 November 2022 the Company is posting its Open Offer Circular to Shareholders, including a Notice of EGM (the 'Circular') to seek approval for a Sub-division as further detailed below. The EGM will be held at 7/8 Innovation Place, Douglas Drive, Godalming, Surrey GU7 1JX on 21 December 2022 at 11 a.m. A copy of the Circular is available on the Company's website, www.condorgold.com and will be available on the Company's SEDAR profile at www.sedar.com.
The Company is providing all Qualifying Shareholders with the opportunity to subscribe for an aggregate of up to 26,438,255 Open Offer Shares, to raise up to approximately GBP3,965,000 (before expenses), on the basis of one Open Offer Share for every six Existing Ordinary Shares held on the Open Offer Record Date, at the Issue Price of GBP0.15. When aggregated with the GBP1,000,000 raised by the issue of the Convertible Loan Notes (as announced on 28 November 2022), this would allow the Company to raise up to approximately GBP4,965,000. Qualifying Shareholders subscribing for their full entitlement under the Open Offer may also request additional Open Offer Shares through the Excess Application Facility.
The New Shares will be issued pursuant to existing Shareholder authorities granted at the general meeting of the Company held in May 2022. Application will be made for the Open Offer Shares to be admitted to trading on AIM, and the TSX has granted conditional approval with regard to the listing of the Open Offer Shares on the TSX. Admission is expected to occur at 8.00 a.m. on 23 December 2022 or such later time and/or date as the Company may agree.
The Open Offer is conditional upon Shareholder approval of the Sub-Division, which will be sought at the EGM to be held at 11 a.m. on 21 December 2022, a notice of which is set out at the end of the Circular. Under the Act, a company is prohibited from issuing new shares at a price less than the nominal value of its shares. The Company's Existing Ordinary Shares have a nominal value of GBP0.20. The middle market share price of each Existing Ordinary Share on the date prior to the date of this letter was GBP0.1925. In order to enable the Company to offer New Ordinary Shares at a discount to Qualifying Shareholders to fund the Company through its sales process, the Company proposes subdividing each Existing Ordinary Share into one New Ordinary Share of GBP0.001 and one Deferred Share of GBP0.199. The Company expects that the Deferred Shares will never have any real value. The Deferred Shares will have no rights to vote or to dividends. The rights of the Deferred Shares to participate on a winding-up of the Company are unlikely to be realised, as such rights will be subject to the prior payment to the holders of New Ordinary Shares of the nominal capital paid up or credited as paid up on the New Ordinary Shares together with the sum of GBP10,000,000 on each New Ordinary Share. The Issue Price represents a discount of 22 per cent to the closing price of the Existing Ordinary Shares on AIM on 2 December 2022. Further details of the Open Offer and the Sub-Division are set out in the Circular, which you are encouraged to read carefully. No part of the Open Offer has been underwritten. The purpose of the Circular is to provide you with details of and the background to and reasons for the Open Offer and the Sub-Division and to explain why the Directors believe that both the Open Offer and the Sub-Division are in the best interests of the Company and its Shareholders as a whole.
INFORMATION ON CONDOR GOLD PLC Condor Gold Plc is a UK incorporated gold exploration and development company, with a focus on Nicaragua. The Company's shares are admitted to trading on AIM in London and to listing on the TSX in Toronto. The Company's principal asset is La India Project, Nicaragua, which comprises of a large, highly prospective land package of 588 sq km comprising of 12 contiguous and adjacent concessions. The Company has filed a feasibility study technical report dated 25 October 2022 and entitled 'Condor Gold Technical Report on the La India Gold Project, Nicaragua, 2022' (the '2022 FS') which is available on the Company's SEDAR profile at www.sedar.com and was prepared in accordance with the requirements of NI 43-101. The 2022 FS indicated that La India Project hosts a high grade Mineral Resource Estimate ('MRE') of 9,672 kt at 3.5g/t gold for 1,088,000 oz gold in the indicated mineral resource category and 8,642 kt at 4.3 g/t gold for 1,190,000 oz gold in the inferred mineral resource category. The open pit MRE is 8,693 kt at 3.2 g/t gold for 893,000 oz gold in the indicated mineral resource category and 3,026 kt at 3.0 g/t gold for 291,000 oz gold in the inferred mineral resource category. Total underground MRE is 979 kt at 6.2 g/t gold for 194,000 oz CONDOR GOLD PLC. Registered in England and Wales No 5587987 Registered Office: 7/8 Innovation Place, Douglas Drive, Godalming, Surrey, GU7 1JX gold in the indicated mineral resource category and 5,615 kt at 5.0 g/t gold for 898,000 oz gold in the inferred mineral resource category. In August 2018, the Company announced that the Ministry of the Environment in Nicaragua had granted the Environmental Permit ('EP') for the development, construction and operation of a processing plant with capacity to process up to 2,800 tonnes per day at its wholly-owned La India gold Project ('La India Project'). The EP is considered the master permit for mining operations in Nicaragua. The Company has purchased a new semi autogenous Mill ('SAG Mill'), which has mainly arrived in Nicaragua. Site clearance and preparation is at an advanced stage. Environmental Permits were granted in April and May 2020 for the Mestiza and America open pits respectively, both located close to La India. The Mestiza open pit hosts 92 Kt at a grade of 12.1 g/t gold (36,000 oz contained gold) in the Indicated Mineral Resource category and 341 Kt at a grade of 7.7 g/t gold (85,000 oz contained gold) in the Inferred Mineral Resource category. The America open pit hosts 114 Kt at a grade of 8.1 g/t gold (30,000 oz) in the Indicated Mineral Resource category and 677 Kt at a grade of 3.1 g/t gold (67,000 oz) in the Inferred Mineral Resource category. Other assets include approximately 1,000 hectares of land purchased for the mine site infrastructure for circa US$4,200,000 and a new SAG Mill package purchased for US$6,500,000. On 25 October 2021 Condor announced the filing of a Preliminary Economic Assessment Technical Report ('PEA') for its La India Project, Nicaragua on SEDAR https://www.sedar.com. The highlight of the technical study is a post-tax, post upfront capital expenditure NPV of US$418 million, with an IRR of 54 per cent and 12 month pay-back period, assuming a US$1,700 per oz gold price, with average annual production of 150,000 oz gold per annum for the initial nine years of gold production. The open pit mine schedules have been optimised from designed pits, bringing higher grade gold forward resulting in average annual production of 157,000 oz gold in the first two years from open pit material and underground mining funded out of cashflow. The Mineral Resource estimate and associated Preliminary Economic Assessment contained in the PEA are considered a historical estimate within the meaning of NI 43-101. A qualified person has not done sufficient work to classify such historical estimate as current, the Company is not treating the historical Mineral Resource estimate and associated studies as current, and the reader is cautioned not to rely upon this data as such. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability. The Company believes that the historical Mineral Resource estimate and PEA are relevant to the continuing development of the La India Project. The 2022 FS was completed on La India vein set open pit only, which has a MRE of 8,487 kt at 3.0g/t gold in for 827,000 oz gold in the indicated mineral resource category and 893 Kt at 2.4 g/t gold for 69,000 oz gold in the inferred mineral resource category.
The Company's strategy has been to develop the fully permitted La India Project in two stages using the new SAG Mill that has already been purchased. The delivery of a Feasibility Study on La India open pit with an average of 81,524 oz gold per annum for the initial six years for a relatively low total upfront capital cost of US$106,000,000 is a landmark and further de-risks the Project. At US$1,600 oz gold, the La India open pit Mineral Reserve produces total revenues of US$888,000,000, the total operating costs of mining, process and G&A are US$480,000,000, leading to an operating profit of US$408,000,000 or a 46 per cent operating margin. After government and other royalties, but before sustaining capital, the operating profit is US$355,000,000, which in Condor's opinion is ample to repay any project debt on the relatively low upfront capex. At US$2,000 oz gold after paying royalties, but before sustaining capital theoperating profit is US$563,000,000. In reality, two permitted high grade feeder pits will be added during the early years of production thus increasing production ounces of gold. Early production is targeted at 100,000 oz gold p.a.. The plan has been to materially expand production with a stage two expansion by converting existing Mineral Resources into Mineral Reserves and an associated integrated mine plan. On 25 October 2021, the Company announced the results of a Preliminary Economic Assessment and filed on SEDAR a technical report entitled 'Condor Gold Technical Report on the La Indian Gold Project, Nicaragua, 2021' detailing average annual production of 150,000 oz of gold over the initial 9 years of production from open pit and underground Mineral Resources and provides an indication of a production target. Outside the main La India open pit Mineral Reserve, there are additional open pit Mineral Resources on four deposits (America, Mestiza, Central breccia and Cacao) which represent an aggregate 206 Kt at 9.9 g/t gold for 66,000 oz in the indicated Mineral Resource category and 2.1Mt at 3.3 g/t gold for 223,000 oz gold in the inferred Mineral Resource category. In addition, there is an aggregate underground Mineral Resource (La India, America, Mestiza, Central Breccia San Lucas, Cristalito-Tatescame, and Cacao) of 979Kt a 6.2 g/t for 194,000 oz gold in the indicated Mineral Resource category and 5.6Mt at 5.0 g/t gold for 898,000 oz gold in the inferred Mineral Resource category
Contact:
Condor Gold plc
Mark Child
CEO
T: +44 (0) 20 7493 2784
Beaumont Cornish Limited
Roland Cornish
James Biddle
T: +44 (0) 20 7628 3396
CONDOR GOLD PLC 
