CONDOR GOLD PLC - CNDGF STOCK NEWS

Condor Gold plc announced the publication of a scheme document regarding its recommended acquisition by Metals Exploration plc (MTL). The acquisition will be implemented through a Court-sanctioned scheme of arrangement. The Condor Gold Directors unanimously recommend shareholders vote in favor of the scheme, with key shareholders holding approximately 4.1% of shares already committed.

The scheme requires approval at a Court Meeting scheduled for January 6, 2025, requiring both a simple majority of voting shareholders and 75% of the value of shares voted. The expected effective date is January 15, 2025, with delisting from TSX and AIM to follow shortly after.

Condor Gold has issued a Part 8 Claim Form in the Companies Court for an Order to convene a meeting of shareholders on January 6, 2025. The meeting will consider a scheme of arrangement related to the recommended offer by Metals Exploration plc (MTL) for Condor's entire issued and to be issued ordinary share capital.

A Convening Hearing is scheduled for December 9, 2024. If approved by shareholders (requiring 75% in value and majority in number of voting shareholders), the court's final sanction hearing is expected on January 13, 2025. Shareholders can attend both hearings, with the Convening Hearing being held online.

Condor Gold (AIM:CNR)(TSX:COG) has announced its current share capital structure, confirming 204,442,778 ordinary shares of £0.001 each in issue, with no shares held in Treasury. The shares are traded on the AIM Market of the London Stock Exchange under ISIN GB00B8225591.

Additionally, the company has 5,803,570 transferable three-year warrants outstanding, which can be exercised at 35 pence per ordinary share until June 17, 2025.

Metals Exploration (MTL) has agreed to acquire Condor Gold through a recommended offer that values Condor's existing issued ordinary share capital at approximately £67.5 million. Under the terms, Condor Gold shareholders will receive:

- 4.0526 New MTL Shares and 9.9p in cash per share (Fixed Consideration)
- One Contingent Value Right (CVR) per share, potentially worth up to US$28.8 million total

The Fixed Consideration represents a 37.5% premium to Condor's closing price on November 29, 2024. Upon completion, Condor shareholders will hold approximately 33.8% of the enlarged group. The deal aims to combine MTL's producing Runruno gold operation with Condor's La India gold project, creating a larger gold exploration and production company.

Metals Exploration (MTL) has proposed a possible offer to acquire Condor Gold. The fixed consideration comprises 4.0526 new MTL shares and 9.9p in cash for each Condor share, valuing Condor at approximately £67.5 million (33.0p per share). Additionally, shareholders would receive one Contingent Value Right (CVR), potentially worth up to US$18.00 per ounce of additional gold discovered, capped at 1.6Moz over five years. The maximum total consideration, including CVR, could reach £90.1 million (44.1p per share). Galloway , owned by Condor's Non-Executive Chair Jim Mellon, has provided an irrevocable undertaking for its 24.7% shareholding.

Condor Gold confirms receiving two non-binding offers from Calibre Mining Corp and Metals Exploration Plc regarding a possible takeover of the entire company. This follows the September 27, 2024 announcement about potential asset sale of the La India Project in Nicaragua. According to takeover rules, both companies must announce their firm intention to make an offer or withdraw by December 29, 2024. This deadline may be extended with Panel approval. The announcement has commenced an offer period, triggering shareholder disclosure requirements under Rule 8 of the City Code on Takeovers and Mergers.

Condor Gold has secured an unsecured term loan facility of £475,000 from Galloway , a company owned by Chairman Jim Mellon who holds 26.13% of Condor's shares. The facility includes £200,000 available from November 4, 2024, and £275,000 from December 2, 2024, with a 20% interest rate. The loan must be repaid upon completion of the SAG Mill sale, company asset sale, share capital sale, or within 12 months from November 14, 2024. The funds will be used for general working capital purposes.

Condor Gold has released its unaudited interim financial report for the six months ending 30 June 2024. The company is actively pursuing the sale of its assets, with several interested parties conducting site visits and non-binding offers received. Land acquisition and site clearance for the La India project are nearly complete, and recent capital raises have increased major shareholders' stakes. Financial highlights include a reduced loss of £518,217 compared to £965,815 in 2023, and a net cash balance of £1,084,498. The company also reported a £1,379,784 foreign exchange gain due to significant currency fluctuations. Despite a challenging period for shareholders, Condor's assets are more attractive with increased gold prices, enhancing project economics and potential sale value.

Condor Gold (AIM:CNR)(TSX:COG) provides an update on the sale of its assets, following the announcement of a Bankable Feasibility Study on the La India open pit. The company reports significant interest from gold producers, with eleven companies under Non-Disclosure Agreements, five non-binding offers received, and three site visits completed. An additional formal expression of interest has been received in the past three weeks.

The company's Chair, Jim Mellon, highlights the rarity of wholly owned, fully permitted, construction-ready gold mines with potential production of 150,000 oz gold per annum. The recent record gold prices of over US$2,400 oz, compared to the US$1,600 oz used in the Feasibility Study, significantly improves project economics. While the sales process is taking longer than anticipated, the Board remains confident in reaching a binding agreement.