LONDON, ENGLAND -- (Marketwire) -- 02/15/13 -- Condor Gold plc ("Condor" or "the Company") (AIM: CNR), the AIM listed gold and silver exploration company focused on proving a large commercial open pit and underground reserve on its 2,375,000 oz gold at 4.6g/t resource at La India Project in Nicaragua, is pleased to announce that it has raised GBP 7,000,000 before expenses, by way of a private placing of 4,375,000 new ordinary shares with a nominal value of GBP 0.20 each ("Ordinary Shares") at a price of GBP 1.60 each primarily with institutional investors ("the Placing"). The Placing is predominately with Regent Pacific Group Limited (the "Investor" or "Regent Pacific"), further details of which are set out below. Regent Pacific has also agreed, subject to the results of further due diligence on or before 21 March 2013, to invest a further GBP 3,000,000 before expenses on the same terms as the Placing.
A Subscription Agreement was executed on 15th February 2013 with Regent Pacific, a diversified mining group listed on the Hong Kong Stock Exchange, stock code 0757.HK www.regentpac.com for a placement of up to GBP 10million as follows:
1. The Investor has irrecovably subscribed for 3,125,000 New Ordinary Shares of GBP 0.20 each (the "Subscription Shares") for cash at a price of GBP 1.60 per share for a consideration of GBP 5,000,000 (the "Initial Subscription");2. Regent Pacific has agreed to underwrite a placing of up to GBP 2,000,000 Ordinary Shares to be conducted through the Company's Brokers at a price of GBP 1.60 per Share (the "Underwritten Placing"). The Underwritten Placing will be open for 3 clear business days from the date of the Subscription Agreement. The Company will notify the Investor on the date falling 4 clear business days from the date of the Subscription Agreement of the number of new Ordinary Shares that have not been subscribed for under the Underwritten Placing (the "Unallocated Offer Shares"). The Investor has irrevocably and unconditionally undertaken to subscribe for the Unallocated Offer Shares for a cash price of GBP 1.60 per share immediately on receipt of the notification given by the Company. In consideration for underwriting the Underwritten Placing Regent Pacific shall be paid an underwriting fee of 1% of GBP 2,000,000, payable in Ordinary Shares and calculated by reference to the subscription price of GBP 1.60. The total number of Ordinary Shares to be issued to the Investor in consideration for underwriting the Offer shall be 12,500 shares (the Fee Shares); and3. The Investor has also agreed to subscribe for a further 1,875,000 New Ordinary Shares (the "Additional Shares") for cash at a price of GBP 1.60 per share for a consideration of GBP 3,000,000, subject to the Investor's completion of confirmatory due diligence, including a site visit, to the Investor's sole satisfaction (the "Further Placing").
In connection with the Placing, Regent Pacific will be granted a warrant to subscribe for new Ordinary Shares in the Capital of the Company, calculated as follows: