CONDOR GOLD PLC - CNDGF STOCK NEWS

Condor Gold PLC announced that the Court has sanctioned the scheme of arrangement for its acquisition by Metals Exploration plc. The scheme was previously approved by shareholders on January 6, 2025. The acquisition is expected to become effective on January 15, 2025.

Trading of Condor Gold shares will be suspended on AIM from 7:30 a.m. on January 14, 2025, and halted on TSX at market open the same day. The shares will be delisted from TSX at market close on January 14, 2025, and cancelled from AIM at 7:00 a.m. on January 16, 2025.

Fixed Consideration New MTL Shares will be credited to CREST accounts for uncertificated shares on or soon after January 16, 2025. Cash Consideration will be credited within 14 days of the Effective Date.

Condor Gold announced that its Court Meeting and General Meeting were held successfully, with all resolutions being passed for the acquisition by Metals Exploration plc (MTL). At the Court Meeting, 99.41% of Scheme Shareholders by value voted in favor of the resolution to approve the Scheme. The General Meeting saw 99.37% of votes supporting the Special Resolution approving the acquisition.

The acquisition remains subject to remaining conditions, including the passing of the MTL Resolution at their General Meeting on January 9, 2025, and the High Court's sanction at the Sanction Hearing on January 13, 2025. Subject to these conditions, the Scheme is expected to become effective on January 15, 2025.

Condor Gold has issued 100,000 new Ordinary Shares of 0.1p each to John Ian Stalker, a Non-Executive Director, following their announcement of December 17, 2024. This issuance brings the total number of Ordinary Shares in issue to 204,542,778, all with voting rights and admitted to trading on AIM and the TSX.

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.