11 August 2023

Chaarat Gold Holdings Limited

("Chaarat" or the "Company")

Extension of Convertible Loan Notes

Chaarat Gold (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 the extension of the maturity of its secured convertible loan notes 2023 (the "Loan Notes") from 31 July 2023 to 31 October 2023 (the "Extension Agreement").

The Extension Agreement, which required the consent of the holders of a majority in value of the Loan Notes, has been approved on the same terms as those currently applicable to the Loan Notes but with interest as at 31 July 2023 and the fee for the extension granted in October 2022 being capitalised as at 31 July 2023 and, with effect from 1 August 2023 being subject to interest at the rate of 20%.  Therefore, with effect from 1 August 2023, the principal amount of the Loan Notes became US$31.7 million which will incur interest at the new rate of 20%.  Additionally, a one-off fee of US$1.0 million (being 5% of the original principal amount of the Loan Notes) will be payable to Loan Note holders as remuneration for the Extension Agreement (the "Extension Fee").  A single interest payment together with the Extension Fee will be due on the extended final repayment date of 31 October 2023 provided that no conversion or early repayment has occurred.  The Loan Notes can be repaid early in cash at the Company's option upon 10 business days' notice.

In addition, the Company has agreed that a representative of the holders of the Loan Notes may join the board of Chaarat until such time as the Loan Notes together with accrued interest and the Extension Fee have been repaid in full.  A further announcement will be made once pre-appointment formalities have been completed and the appointment is made.

As of 31 October 2023, if not repaid early, the total outstanding balance of the Loan Notes will be US$34.3 million. This consist of; principal amount outstanding of the Loan Notes as at 31 October 2023 of US$31.7 million plus accrued interest of US$1.6 million and extension fee of US$1.0 million. 

If all the Loan Notes convert assuming full conversion of principal, the Extension Fee and interest to the extended maturity date of 31 October 2023, 83,807,564 ordinary shares of US$0.01 each ("Ordinary Shares") will fall due to be issued to Loan Note holders.

As previously stated Labro Investments Limited ("Labro"), a substantial shareholder in the Company the majority of shares in which Martin Andersson (the executive chair of Chaarat) is interested, holds US$1.6 million of Loan Notes including accrued interest and extension fees as at 31 July 2023 (the "Labro Notes"). If all the Labro Notes convert assuming full conversion of principal and interest to the extended maturity date of 31 October 2023, then 4,271,267 Ordinary Shares will fall due to be issued to Labro.

Mike Fraser, Chief Executive Officer of Chaarat, said:

"Chaarat is appreciative of the continued support from its loan noteholders. The maturity extension allows the Company to focus on identifying broader financing solutions to support the corporate and asset development needs of the group."

This announcement contains inside information for the purposes of Article 7 of Regulation (EU) 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018).

About Chaarat

Chaarat is a gold mining company which owns the Kapan operating mine in Armenia as well as Tulkubash and Kyzyltash Gold Projects in the Kyrgyz Republic. The Company has a clear strategy to build a leading emerging markets gold company through organic growth and selective M&A.

Chaarat aims to create value for its shareholders, employees and communities from its high-quality gold and mineral deposits by building relationships based on trust and operating to the best environmental, social and employment standards. Further information is available at www.chaarat.com/.

ENDS