Chaarat Gold : Grant of waiver

RNS Number : 8217D

Chaarat Gold Holdings Ltd

24 February 2020

24 February 2020

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Registered office: Palm Grove House, P.O. Box 438,Road Town, Tortola, British Virgin Islands, VG1110

Registered number: 1420336 (incorporated in theBritish Virgin Islands)

Legal Entity Identifier: 213800T2A5CV84VTFJ70

Grant of waiver

Chaarat (AIM:CGH), the AIM-quoted gold mining company with assets in the Kyrgyz Republic and Armenia, announces that Chaarat's board of directors (the "Board") has exercised its discretion to waive the requirement for a mandatory offer for the Company by Labro Investments Limited ("Labro") upon the acquisition of up to 3,000,000 ordinary shares of US$0.01 each in the Company ("Ordinary Shares") in the market, subject to such purchases being completed by 5.30pm UK time on 31 May 2020 and subject to receipt of all approvals required under the Company's share dealing code (the "Labro Share Purchase").

Shareholders will recall that Labro holds:

165,254,167 Ordinary Shares representing approximately 35.15 per cent of Chaarat's issued share capital; and​

Loan Notes for US$1,000,000 (the "Loan Notes") convertible into 2,849,330 Ordinary Shares assuming full conversion of principal and interest to maturity.

There is a provision in the Company's Articles of Association (the " Articles") (Article 19) which states that the Board has the right to require any holder of more than 20% of the Ordinary Shares to make a mandatory offer to all the Company's shareholders to acquire their Ordinary Shares if they acquire an additional interest in any Ordinary Shares. The Board has previously exercised its discretion to waive the requirement for a mandatory offer when Labro (which holds more than 20% of the Ordinary Shares) has acquired additional Ordinary Shares.

The Board exercised the same discretion for the acquisition of:

• up to 4,000,000 Ordinary Shares by Labro in the market (as announced on 8 July 2019) and Labro acquired 3,727,179 Ordinary Shares under this waiver, which expired on 4 October 2019; and
• up to 4,000,000 Ordinary Shares by Labro in the market (as

announced on 8 October 2019) and Labro acquired 2,356,275 Ordinary Shares under this waiver, which expired on 6 January 2020.

If the maximum number of Ordinary Shares permitted to be purchased pursuant to the Labro Share Purchase are acquired within such a period by way of the acquisition of existing Ordinary Shares in accordance with the Waiver (and assuming no issue of Ordinary Shares during such period by the Company, including on exercise of existing options issued by the Company or on conversion of any convertible loan notes issued by the Company), Labro would hold 168,254,167 Ordinary Shares representing 35.79% of the issued share capital as at today's date. If all Loan Notes were subsequently converted (assuming full conversion of principal and interest to maturity) and no options to subscribe for Ordinary Shares issued by the Company were exercised, no other convertible loan notes issued by the Company were converted and no other Ordinary Shares were issued), Labro would hold 171,103,497 Ordinary Shares representing 36.17% of the resulting enlarged share capital.

M r Martin Andersson, who is indirectly beneficially interested in the majority of shares of Labro, is beneficially interested in 3,260,128 Ordinary Shares and, pursuant to restricted share awards and share options granted by the Company to Mr Andersson, may become entitled to a further 18,474,057 Ordinary Shares. If Mr Andersson were to acquire all the shares to which he may become entitled, on a combined basis, Labro and Mr Andersson would together hold 192,837,682 Ordinary Shares representing 39.41% of the resulting enlarged share capital.

The Company is grateful to Labro and its shareholders for their continued support.

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