Chaarat Gold : Grant of waiver

RNS Number : 7568U

Chaarat Gold Holdings Ltd

08 April 2021

8 April 2021

Chaarat Gold Holdings Limited ("Chaarat" or the "Company")

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 30 June 2021 and subject to receipt of all approvals required under the Company's share dealing code (the "Labro Share Purchase").

Background to the waiver

Shareholders will recall that Labro holds:

• 281,527,967 Ordinary Shares representing approximately 41.00 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 requested the acquisition of additional Ordinary Shares.

The Board most recently exercised the same discretion for the acquisition in the market of up to 3,000,000 Ordinary Shares by Labro (as announced on 16 September 2020). Labro acquired 441,358 Ordinary Shares pursuant to that waiver, which expired on 31 December 2020.

Shareholding impacts of the Waiver and Labro Share Purchase

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 new 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 284,527,967 Ordinary Shares representing 41.44% 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 287,377,297 Ordinary Shares representing 41.68% of the resulting enlarged share capital.

Mr Martin Andersson, who is indirectly beneficially interested in the majority of shares of Labro, is beneficially interested in 5,829,996 Ordinary Shares and, pursuant to restricted share awards and share options granted by the Company to Mr Andersson, may become entitled to a further 18,111,821 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 311,319,114 Ordinary Shares representing 44.11% of the resulting enlarged share capital.

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About Chaarat

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic. The Company has a clear strategy to build a leading emerging markets gold company with an initial focus on the FSU through organic growth and selective M&A.

Chaarat is engaged in active community engagement programmes to optimise the value of the Chaarat investment proposition.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at www.chaarat.com.

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