Retail Offer

EMBARGOED FOR SHANTA GOLD LIMITED ON 22 OCTOBER 2020

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF SHANTA GOLD LIMITED.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID LIMITED WHICH IS AUTHORISED AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (FRN 779021)

22 October 2020

Shanta Gold Limited 

("Shanta Gold" or the "Company") (LON: SHG)

Retail Offer

Shanta Gold Limited (LON: SHG), the East Africa-focused gold producer, developer and explorer, is pleased to announce, a conditional offer for subscription via PrimaryBid (the "Retail Offer") of new ordinary shares of 0.01p each in the Company ("New Ordinary Shares") at an issue price of 16.5 pence per New Ordinary Share (the "Issue Price"), being a discount of 6.78 per cent to the closing price per ordinary share on 22 October 2020.  The Company is also conducting a placing of New Ordinary Shares at the Issuer Price (the "Placing") and a direct subscription (together with the Placing, the "Fundraising") as announced earlier today

The Retail Offer and the Placing are conditional on (amongst other things) the New Ordinary Shares being issued and allotted pursuant to the Retail Offer and the Placing being admitted to trading on AIM ("Admission"). Admission is expected to be take place at 8.00 a.m. on 28 October 2020. The Retail Offer will not be completed without the Placing also being completed.

The net proceeds of the Retail Offer and Fundraising are to be used to achieve the objectives required to make a construction decision on the West Kenya Product which the Company acquired from Barrick Gold Corporation in August 2020. Further details are available in the Company announcement made earlier today.

Retail Offer

The Company values its retail investor base and is therefore pleased to provide private and other investors the opportunity to participate in the Retail Offer by applying exclusively through the www.PrimaryBid.com platform and the PrimaryBid mobile app available on the Apple App Store and Google Play. PrimaryBid does not charge investors any commission for this service.

The Retail Offer, via the PrimaryBid.com platform, is open to individual and institutional investors now and will close at 9 p.m. on 22 October 2020.  The Retail Offer may close early if it is oversubscribed.

The Retail Offer is conditional upon (amongst other things) the Placing Agreement not having been terminated and Admission occurring on or before 8.00 a.m. on 28 October 2020 (or such later date and /or time as the Joint Bookrunners and the Company may agree, being no later than 8.00 a.m. on 9 November 2020).

The Company in consultation with PrimaryBid reserves the right to scale back any order at its discretion. The Company and PrimaryBid reserve the right to reject any application for subscription under the Offer without giving any reason for such rejection.

No commission is charged to investors on applications to participate in the Retail Offer made through PrimaryBid.  It is vital to note that once an application for New Ordinary Shares has been made and accepted via PrimaryBid, an application cannot be withdrawn.

For further information on PrimaryBid.com or the procedure for applications under the Retail Offer, visit www.PrimaryBid.com or call PrimaryBid.com on +44 20 3026 4750. 

The New Ordinary Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Company's existing Ordinary Shares.

Details of the Offer

The Company highly values its retail investor base which has supported the Company alongside institutional investors over several years. Given the longstanding support of retail shareholders, the Company believes that it is appropriate to provide retail and other interested investors the opportunity to participate in the Offer. The Company is therefore making the Offer available exclusively through PrimaryBid.com.

The Offer is offered under the exemptions against the need for a prospectus allowed under the Prospectus Rules. As such, there is no need for publication of a prospectus pursuant to the Prospectus Rules, or for approval of the same by the Financial Conduct Authority in its capacity as the UK Listing Authority. The Offer is not being made into any Restricted Jurisdiction or any other jurisdiction where it would be unlawful to do so.

There is a minimum subscription of £100 per investor under the terms of the Offer which is open to existing shareholders and other investors subscribing via PrimaryBid.com.

For further details please refer to the PrimaryBid.com website at www.PrimaryBid.com. The terms and conditions on which the Offer is made, including the procedure for application and payment for New Ordinary Shares, is available to all persons who register with PrimaryBid.com.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for New Ordinary Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out on PrimaryBid.com before making a decision to subscribe for New Ordinary Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the New Ordinary Shares if they are in any doubt.