Condor Gold plc has received non-binding offers including a $90.1 million cash-shares acquisition by Metals Exploration plc and an undisclosed proposal from Calibre Mining Corp.
GALLOWAY
Condor’s 24.7% shareholder Galloway Ltd, owned by Condor non-executive chairman Jim Mellon, has made an irrevocable undertaking to sell its share to Metals.
Galloway holds 50,512,597 shares and 892,857 share warrants in Condor.
Metals, which owns the Runruno gold-molybdenum project in the Philippines, said that Galloway would vote against any other resolution proposed in competition with, or which might frustrate, impede or delay, the possible offer.
Condor’s initial intention in November 2022 was to sell its flagship La India in Nicaragua over which it had held talks with interested parties.
VALUE
Metals’ proposal is in the form of a fixed consideration and contingent value right (CVR).
The fixed consideration would see each Condor shareholder entitled to 4.0526 new ordinary shares of £0.0001 each in the capital of Metals and 9.9p in cash for each Condor share held.
Based on the closing middle-market price per Metals share on 29 November 2024, the fixed consideration values Condor’s existing issued ordinary share capital at approximately £67.5m, representing approximately 33.0p per Condor share.
In relation to the possible offer, each Condor shareholder would be entitled to receive one CVR, entitling them to their pro rata share of US$18.00 per ounce of additional contained gold JORC mineral resource discovered in excess of Condor’s base case MRE at La India, Rio Luna and Estrella projects over a five-year period.
The maximum potential CVR consideration payable pursuant to the possible offer, would amount to $28.8m (£22.6m), representing 11.1p per Condor share.
The fixed consideration and the maximum CVR consideration would total approximately £90.1m, representing 44.1p per Condor share.
Metals, which has until 5pm on 4 December to announce a firm intention to make an offer, added that there could be no certainty that any firm offer will be made.