Grant of waiver

Chaarat (AIM:CGH), the AIM-quoted gold mining company with an operating mine in Armenia, and assets at various stages of development in the Kyrgyz Republic, 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 10,000,000 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 September 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:

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 8 April 2021).  Labro has acquired 2,975,802 Ordinary Shares pursuant to that waiver and there remain available for purchase up to 24,198 Ordinary Shares pursuant to that waiver which is due to expire on 30 June 2021.

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 294,527,967 Ordinary Shares representing 42.90% 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 297,377,297 Ordinary Shares representing 43.13% 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 6,969,592 Ordinary Shares and, pursuant to share options granted by the Company to Mr Andersson, may become entitled to a further 16,300,639 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 320,647,528 Ordinary Shares representing 45.43% of the resulting enlarged share capital.

Enquiries

Chaarat Gold Holdings Limited

+44 (0)20 7499 2612

Artem Volynets (CEO)

info@chaarat.com

Canaccord Genuity Limited (NOMAD and Joint Broker)

+44 (0)20 7523 8000

Henry Fitzgerald-O'Connor

James Asensio

finnCap Limited (Joint Broker)

+44 (0)20 7220 0500

Christopher Raggett

Panmure Gordon (UK) Limited (Joint Broker)

+44 (0)20 7886 2500

John Prior

Hugh Rich