Heraldo de Madrid - Notice of Convening Hearing

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (MAR) AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

Further to the announcement made by the Company and Metals Exploration plc ("MTL") on 4 December 2024 in relation to the proposed recommended offer ("Offer") by MTL for the entire issued, and to be issued, ordinary share capital (the "Rule 2.7 Announcement"), the Board of Condor confirm that it has today, 6 December 2024, issued a Part 8 Claim Form in the Companies Court for an Order ("Order") under Section 896 of the Companies Act 2006 to convene on 6 January 2025 at 10 a.m., a single meeting of the holders of its Ordinary Shares (the "Meeting") for the purpose of considering and if thought fit approving (with or without modification) a scheme of arrangement ("Scheme") proposed to be made between the Company and the holders of its shares (the "Scheme Shareholders") in order to give effect to the Offer. Further details regarding the proposed Scheme are set out in the Rule 2.7 Announcement.

If the Court makes an Order that the Meeting be convened and if at the Meeting a majority in number representing 75% in value of the Scheme Shareholders present and voting either in person or by proxy agree to the proposed arrangements, the court may, on further application by the Company under Section 899 of the Companies Act 2006, sanction the proposed Scheme of Arrangement.

A hearing of the Claim is listed on 9 December 2024 at 10.30am (the "Convening Hearing"). The Convening Hearing is to be held online and shareholders wishing to be represented at the Convening Hearing should contact the company secretary of the Company at [email protected]. Scheme Shareholders are entitled to attend or be represented at both the Convening Hearing and the hearing of the Court at which the Company will seek an order sanctioning the Scheme, which is expected to be held on 13 January 2025.

Subject to the Order being granted, a scheme document in relation to the proposed Scheme will be published in due course and a further announcement will be made at that time.

Enquiries:

Neither the Toronto Stock Exchange nor the London Stock Exchange, nor any other securities regulatory authority, has approved or disapproved of the contents of this announcement.

Important information

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction whether pursuant to this announcement or otherwise.

The distribution of this announcement in jurisdictions outside the UK may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Beaumont Cornish ("BCL"), which is regulated by the Financial Conduct Authority ("FCA"), is acting as financial adviser exclusively for Bird and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bird for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither BCL, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of BCL in connection with this announcement, any statement contained herein or otherwise.

SP Angel Corporate Finance LLP ("SP Angel"), which is regulated by the FCA, is acting as adviser exclusively for Bird and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bird for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither SP Angel, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of SP Angel in connection with this announcement, any statement contained herein or otherwise.

H&P Advisory Limited ("H&P"), which is regulated by the FCA, is acting as adviser exclusively for Bird and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Bird for providing the protections afforded to its clients or for providing advice in relation to the matters referred to in this announcement. Neither H&P, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of H&P in connection with this announcement, any statement contained herein or otherwise.

MAR

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018. The person responsible for releasing this statement on behalf of the Company is Mark Child.

SOURCE: Condor Gold plc

Q.Escribano--HdM