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Statement Re Press Article Commencement of Offer Period

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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 conferma di aver ricevuto due offerte non vincolanti da Calibre Mining Corp e Metals Exploration Plc riguardo a un possibile acquisizione dell'intera azienda. Questo avviene dopo l'annuncio del 27 settembre 2024 riguardante la potenziale vendita degli asset del Progetto La India in Nicaragua. Secondo le regole sulle takeover, entrambe le compagnie devono annunciare la loro ferma intenzione di fare un'offerta o ritirarsi entro il 29 dicembre 2024. Questo termine può essere esteso con l'approvazione del Panel. L'annuncio ha dato inizio a un periodo di offerta, attivando i requisiti di divulgazione per gli azionisti secondo la Regola 8 del City Code sulle Takeover e Fusioni.

Condor Gold confirma haber recibido dos ofertas no vinculantes de Calibre Mining Corp y Metals Exploration Plc sobre una posible adquisición de toda la compañía. Esto sigue al anuncio del 27 de septiembre de 2024 sobre la posible venta de activos del Proyecto La India en Nicaragua. De acuerdo con las reglas de adquisición, ambas empresas deben anunciar su firme intención de hacer una oferta o retirarse antes del 29 de diciembre de 2024. Este plazo puede ser extendido con la aprobación del Panel. El anuncio ha iniciado un periodo de ofertas, activando los requisitos de divulgación para los accionistas según la Regla 8 del Código de la Ciudad sobre Adquisiciones y Fusiones.

콘도르 골드칼리버 마이닝 코퍼레이션메탈스 익스플로레이션 PLC로부터 전체 회사 인수에 대한 비구속 제안을 두 건 받았다고 확인했습니다. 이는 2024년 9월 27일에 발표된 니카라과 라 인디아 프로젝트의 자산 판매 가능성에 관한 발표에 따른 것입니다. 인수 규정에 따르면, 두 기업은 2024년 12월 29일까지 제안을 할 의향을 확고히 하거나 철회해야 합니다. 이 기한은 패널의 승인에 따라 연장될 수 있습니다. 이 발표는 제안 기간을 시작하며, 인수 및 합병에 관한 도시 규정 제8조에 따라 주주 공시 요건이 발동됩니다.

Condor Gold confirme avoir reçu deux offres non contraignantes de Calibre Mining Corp et Metals Exploration Plc concernant une éventuelle prise de contrôle de l'ensemble de la société. Cela fait suite à l'annonce du 27 septembre 2024 concernant la vente potentielle d'actifs du projet La India au Nicaragua. Selon les règles de prise de contrôle, les deux entreprises doivent annoncer leur ferme intention de faire une offre ou se retirer d'ici le 29 décembre 2024. Ce délai peut être prolongé avec l'approbation du Panel. L'annonce a déclenché une période d'offres, activant les exigences de divulgation des actionnaires conformément à la Règle 8 du City Code sur les Prises de Contrôle et les Fusions.

Condor Gold bestätigt den Erhalt von zwei unverbindlichen Angeboten von Calibre Mining Corp und Metals Exploration Plc bezüglich einer möglichen Übernahme des gesamten Unternehmens. Dies folgt der Ankündigung vom 27. September 2024 über den möglichen Verkauf der Vermögenswerte des La India Projekts in Nicaragua. Gemäß den Übernahmeregeln müssen beide Unternehmen bis zum 29. Dezember 2024 ihre feste Absicht erklären, ein Angebot abzugeben, oder zurücktreten. Diese Frist kann mit Genehmigung des Panels verlängert werden. Die Ankündigung hat eine Angebotsfrist eingeleitet, die die Offenlegungspflichten für Aktionäre nach Regel 8 des City Codes über Übernahmen und Fusionen auslöst.

Positive
  • Multiple potential buyers showing interest in company acquisition
  • Ongoing discussions for La India Project asset sale with several interested parties
Negative
  • No certainty of firm offers materializing
  • Offers are non-binding at this stage

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT IS MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY FIRM OFFER MIGHT BE MADE.

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.

UNITED KINGDOM / ACCESSWIRE / December 2, 2024 / Condor Gold plc (AIM:CNR)(TSX:COG) notes the press article released today and confirms that it has received two non-binding offers from Calibre Mining Corp ("Calibre") (TSX:CXB)(OTCQX:CXBMF) and Metals Exploration Plc ("Metals") (AIM:MTL) which may lead to an offer for the entire issued and to be issued capital of Condor ("Possible Offer").

The Company announced on 27 September 2024 that, in relation to an asset only sale of the Company's La India Project in Nicaragua, the Company remained in discussion with a number of interested parties, both longer term and more recent, with several new parties having expressed an interest, been given access to the data room and indicating a wish to conduct site visits. The Company has now received two non-binding offers from Calibre and Metals with respect to a Possible Offer.

There can be no certainty that any firm offer will be made, nor as to the terms on which any firm offer might be made.

In accordance with Rule 2.6(a) of the Code, Calibre and Metals are required, by no later than 5.00 p.m. on 29 December 2024, being 28 days after the date of this announcement, to either announce a firm intention to make an offer for Condor in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline may be extended with the consent of the Panel on Takeovers and Mergers (the "Panel") in accordance with Rule 2.6(c) of the Code.

As a consequence of this announcement, an offer period has now commenced in respect of the Company in accordance with the rules of the Code and the attention of shareholders is drawn to the disclosure requirements of Rule 8 of the Code, which are summarised below.

Enquiries:

Condor Gold plc

Mark Child, CEO

Tel: +44 (0) 207 493 2784

Beaumont Cornish Limited

Nominated Adviser

Tel: +44 (0)207 628 3396

Roland Cornish / James Biddle

SP Angel Corporate Finance LLP

Tel: +44 (0) 203 470 0470

Ewan Leggat

H&P Advisory Limited

Tel: +44 207 907 8500

Andrew Chubb, Franck Nganou, Ilya Demichev

Adelaide Capital (Investor Relations)

Tel: +1-647-203-8793

Deborah Honig

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.

Important information

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 ("BCL"), which is regulated by the Financial Conduct Authority ("FCA"), is acting as financial adviser exclusively for Condor and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Condor for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BCL, nor any of its affiliates, 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 BCL in connection with this announcement, any statement contained herein or otherwise.

SP Angel Corporate Finance LLP ("SP Angel"), which is regulated by the FCA, is acting as adviser exclusively for Condor and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Condor for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither SP Angel, nor any of its affiliates, 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 SP Angel in connection with this announcement, any statement contained herein or otherwise.

H&P Advisory Limited ("H&P"), which is regulated by the FCA, is acting as adviser exclusively for Condor and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Condor for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither H&P, nor any of its affiliates, 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 H&P in connection with this announcement, any statement contained herein or otherwise.

Rule 26.1

In accordance with Rule 26.1 of the Code, a copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the Condor website (www.Condorgold.com) by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rule 2.9

For the purposes of Rule 2.9 of the Code, the Company confirms that as at the date of this announcement, the total number of voting rights in the Company is 204,442,778 ordinary shares. The International Securities Identification Number (ISIN) for the Ordinary Shares is GB00B8225591.

Rule 2.11

In accordance with Rule 2.11 of the Takeover Code, a copy of this announcement will be sent to; (i) the Company's shareholders; and (ii) the Panel, in addition to being made readily available by the Company to its employees.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror. An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0) 20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

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.

ENDS

SOURCE: Condor Gold plc



View the original press release on accesswire.com

FAQ

What companies made offers to acquire Condor Gold (CNDGF)?

Calibre Mining Corp and Metals Exploration Plc made non-binding offers to potentially acquire Condor Gold.

When is the deadline for Calibre and Metals to make firm offers for Condor Gold (CNDGF)?

The deadline is December 29, 2024, by 5:00 p.m., unless extended with Panel approval.

What is the status of Condor Gold's (CNDGF) La India Project sale?

The company remains in discussions with multiple interested parties regarding the sale of the La India Project in Nicaragua, with several new parties accessing the data room and planning site visits.

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