Source: Oslo Stock Exchange - NewsWeb
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA OR JAPAN, OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
23 June 2026: Gold Road International p.l.c. ("Gold Road" or the "Company") has engaged Pareto Securities AS as manager (the "Manager") to advise on and effect a contemplated private placement with a total transaction size of up to the NOK equivalent of approx. USD 15.5 million (the "Private Placement") and a subsequent listing of the Company's shares on Euronext Growth Oslo.
Subject to, among other things, Euronext Oslo Børs' approval of the Company's listing application, expected to be submitted today, 23 June 2026, and a successful completion of the Private Placement, the Company's shares are expected to commence trading on Euronext Growth Oslo on or about 1 July 2026 under the ticker code "GOLDR" (the "Listing").
Gold Road, through its wholly owned subsidiary Gold Road Mining Corporation, owns and operates a producing gold mine and processing mill in the Oatman district of Arizona, USA, one of North America's historically significant and most established gold-producing regions. Incorporated in 2025 and re-domiciled to Malta in June 2026, the Company holds 100% ownership of its key assets, fully invested and with no material debt. The Company's portfolio spans the Gold Road Mine (~746 koz historic production at ~9.8 g/t Au), the Tom Reed Tailings (~1.5 million tons of low-risk reprocessing feed providing near-term cash flow), and the TRUE Vein system (district-scale high-grade growth optionality), all processed through the only dedicated, integrated, high-recovery processing mill in Arizona.
Gold Road investment highlights:
- Restarted gold producer with existing infrastructure: fully equipped and operating underground gold mine and processing plant in Arizona, USA, restarted in 2025, with production ramp-up driven by increasing throughput and improving grade mix, and no material debt (post-Private Placement and repayment of debt) and with a transparent capital structure.
- Positive cash flow outlook with modest investment needs: targeting 8,000-10,000 oz annualized gold production by year-end 2026, expected All-In Sustaining Costs (AISC) of USD 2,400-3,000/oz in H2 2026 supporting solid margins, and a discretionary and phased capex program targeting rapid, high-return opportunities.
- Disciplined growth strategy with large optionality: low-risk production from residual tailings complemented by near-term growth from the established underground Gold Road Mine and multiple growth opportunities across existing and new zones and areas.
- Supported by a recent 150-drill-hole program that defined multiple near-term production targets, and a strategic land consolidation program executed since 2018 securing, for the first time, Gold Road's consolidated ownership of the main gold-bearing veins in the Oatman district.
- Structural leverage to the gold price: historic operations conducted at materially lower gold prices, the current price environment supports lower cut-off grades relative to historic operations, and the Gold Road group's cost structure provides direct operational leverage to gold price movement.
Svein Harald Øygard, Executive Chairman of Gold Road, comments: "Gold Road offers a rare blend as it has a fully operational mill and mine, ongoing production that yields a positive cash flow and numerous growth targets within and adjacent to the Gold Road Mine. Furthermore, the Company has defined multiple growth projects in the vicinity of the mill and will pursue opportunities left behind when mining of nearby bonanza-grade structures ceased a century ago. Sizeable investments have been made the last years to drill up some of the main structures, consolidate the land rights and to upgrade and expand the mill, still succeeding in establishing a structure with no material interest-bearing debt post-IPO."
The Private Placement
The Private Placement will comprise an offering of new shares in the Company ("New Shares") to raise gross proceeds to the Company of the NOK equivalent of approx. USD 12 million, and the sale of existing shares in the Company for the NOK equivalent of approx. USD 2 million (the "Sale Shares") by Melikof Karaian (the "Selling Shareholder"). The offer price per share is fixed at NOK 10.00 (the "Offer Price"). The Offer Price represents a pre-money equity value of the Company of approx. NOK 450 million / USD 47 million based on the Company's issued shares and the Offer Price.
The gross proceeds to the Company from the Private Placement (through the offering of the New Shares as well as potentially through the Greenshoe Option (as defined below)) will be used for: (i) mine equipment (~USD 2 million), (ii) growth capex for Gold Road Mine and TRUE Vein (~USD 4 million), (iii) buy-back of 1.5% net smelter return royalty from PPG Arizona Holdings Acquisition, LP (~USD 1.25 million), (iv) repayment of all interest-bearing debt (i.e. shareholder loans) (~USD 2.5 million), (v) transaction costs (~USD 1 million), and (vi) cash buffer / working capital (~USD 1.25 - 2.75 million).
The Selling Shareholder has entered into a share sale agreement with the Company and the Manager for the offering of the Sale Shares in the Private Placement (the "Share Sale Agreement"). The Selling Shareholder, currently holding 4,208,000 shares in the Company (equal to 9.28% of the current shares outstanding), will retain more than half of the shares the Selling Shareholder currently holds in the Company following the Private Placement.
In addition to the New Shares and the Sale Shares, the Manager may elect to over-allot additional shares in the Company at the Offer Price, representing up to approx. 10.71% of the sum of the New Shares and the Sale Shares allocated in the Private Placement, which is equal to the NOK equivalent of approx. USD 1.5 million (the "Additional Shares", and together with the New Shares and the Sale Shares, the "Offer Shares"), implying a total transaction size of up to the NOK equivalent of approx. USD 15.5 million, if over-allotment of Additional Shares is made in full (the "Offer Size").
The over-allotment of the Additional Shares will be facilitated by a share lending agreement between Svein Harald Øygard, the largest shareholder in the Company holding 12.32% of the current shares outstanding (the "Share Lender"), the Company and the Manager (the "Share Lending Agreement"), whereby the Manager, in its capacity as stabilisation manager (the "Stabilisation Manager"), will borrow a number of shares in the Company, from the Share Lender, equal to the Additional Shares allocated in the Private Placement. The borrowed Additional Shares will be redelivered to the Share Lender by the Stabilisation Manager upon the expiry of a 30-day stabilisation period commencing at the time of the Listing (the "Stabilisation Period"). The Stabilisation Manager may engage in stabilisation activities during the Stabilisation Period by buying shares in the Company on Euronext Growth Oslo, limited upwards to the amount of borrowed Additional Shares, at prices equal to or lower than (but not above) the Offer Price in the Private Placement.
The Company has granted the Stabilisation Manager a greenshoe option (the "Greenshoe Option") which gives the Stabilisation Manager the right to have issued additional new shares in the Company, limited upwards to the amount of borrowed Additional Shares, at the Offer Price, to cover the potential short position resulting from the over-allotment made in the Private Placement, which has not been covered through share repurchases by the Stabilisation Manager as part of any stabilisation activities conducted during the Stabilisation Period. The Greenshoe Option will be exercisable, in whole or in part, by the Stabilisation Manager, within the Stabilisation Period. No consideration will be payable by the Stabilisation Manager for the Share Lending Agreement or the Greenshoe Option. Any net profit generated from stabilisation activities conducted by the Stabilisation Manager during the Stabilisation Period shall be for the benefit of the Company. Any exercise of the Greenshoe Option will raise additional proceeds to the Company.
The Private Placement will be directed towards Norwegian and international investors, in each case subject to an exemption being available from offer prospectus requirements and any other filing or registration requirements in the applicable jurisdictions and subject to other selling restrictions. The minimum application and allocation amount in the Private Placement has been set to the NOK equivalent of EUR 100,000 per investor. The Company may, in consultation with the Manager, allocate Offer Shares for an amount below the NOK equivalent of EUR 100,000 to the extent exemptions from prospectus requirements are available pursuant to applicable regulations, including Regulation (EU) 2017/1129 and ancillary regulations as well as the UK Public Offers and Admissions to Trading Regulation. Further selling restrictions and transaction terms will apply.
Pre-commitments and indications
The Manager has received pre-commitments and indications from certain existing shareholders in the Company and new investors, which in aggregate cover the entire Offer Size at the Offer Price in the Private Placement.
The following existing shareholders in the Company (the "Pre-Committing Shareholders") have collectively pre-committed to subscribe for Offer Shares at the Offer Price in the Private Placement, for the NOK equivalent of approx. USD 10.5 million (which may be scaled back to their respective pro-rata portions of the New Shares and Additional Shares in the Private Placement based on their respective existing shareholdings in the Company):
- Svein Harald Øygard (executive chairman) with the NOK equivalent of ~USD 1.65 million,
- Songa Capital AS with the NOK equivalent of ~USD 4.15 million,
- Ivo Bozon (board member) with the NOK equivalent of ~USD 1.90 million, and
- Endre Røsjø with the NOK equivalent of ~USD 2.80 million.
In addition, certain other existing shareholders in the Company and new investors have collectively indicated that they will subscribe for Offer Shares at the Offer Price in the Private Placement for more than the NOK equivalent of approx. USD 5 million.
Timeline and application period
The application period in the Private Placement will commence today, 23 June 2026 at 09:00 CEST and close on 25 June 2026 at 16:30 CEST (the "Application Period"). The Company may, in consultation with the Manager, extend or shorten the Application Period at any time and for any reason on short notice. If the Application Period is shortened or extended, the other dates referred to herein might be changed accordingly.
Allocation and settlement
The allocation of Offer Shares will be concluded by the Company's board of directors (the "Board") in consultation with the Manager. The Board will focus on criteria such as (but not limited to) pre-commitments, indications, current ownership in the Company, timeliness of application, relative subscription size, sector knowledge, perceived investor quality and investment horizon. The Board may, in consultation with the Manager, reject and/or reduce any subscriptions, in whole or in part.
Notification of allocation is expected to be sent to the applicants by the Manager on or about 26 June 2026.
The Offer Shares allocated in the Private Placement are expected to be settled on a delivery versus payment (DVP) basis on or about 1 July 2026, following satisfaction of the Conditions (as defined below). The DVP settlement structure will be facilitated by (i) a pre-payment agreement between the Company and the Manager for the New Shares, (ii) the Share Sale Agreement for the Sale Shares, and (iii) the Share Lending Agreement for the Additional Shares.
Lock-up
The Company, the Company's Board and executive management, the Pre-Committing Shareholders, and selected larger existing shareholders have entered into lock-up arrangements with the Manager in connection with the Private Placement (the "Lock-Up Agreements"), that will restrict, subject to certain exemptions, their ability to issue, sell or dispose of any shares in the Company, as applicable.
The Company has entered into a lock-up arrangement for a period of 6 months, subject to customary exemptions including new shares issued in connection with (i) the Private Placement, (ii) the Greenshoe Option, (iii) the Company's share option program towards the Board, executive management, key employees and key existing shareholders, or (iv) the potential financing of future M&A transactions.
The other applicable lock-up periods are as follows: (i) the Company's Board and executive management and Chancery Asset Management Pte Ltd: 6 months; (ii) the Pre-Committing Shareholders: 6 months; and (iii) the Selling Shareholder and Charles Chebry: 4 months.
The Lock-Up Agreements cover all of the top 7 largest existing shareholders in the Company, representing approx. 57.6% of the Company's pre-money issued shares.
Conditions for completion of the Private Placement
Completion of the Private Placement is subject to: (i) all corporate resolutions of the Company required to implement the Private Placement and the Listing being validly made, (ii) the New Shares being validly issued and registered in the Norwegian Central Securities Depository (Euronext Securities Oslo or the "VPS"), (iii) the Share Sale Agreement, the Share Lending Agreement, the Greenshoe Option, the Lock-Up Agreements and the pre-payment agreement between the Company and the Manager remaining in full force and effect, and (iv) Euronext Oslo Børs approving the Company's application for Listing and the satisfaction by the Company of any conditions for Listing set by Euronext Oslo Børs (collectively, the "Conditions”). There can be no assurance that these Conditions will be satisfied. If the Conditions are not satisfied, the Private Placement may be revoked or suspended, and the Listing may not take place.
The Company, in consultation with the Manager, reserves the right to cancel the Private Placement at any time and for any reason prior to the notification of allocation. Neither the Company nor the Manager will be liable for any losses incurred by applicants if the Private Placement is cancelled, irrespective of the reason for such cancellation.
Retail tranche
The Company will, as part of the total Offer Size in the Private Placement, carve out a tranche dedicated to retail investors (the “Retail Tranche”). The size of the Retail Tranche will be up to the NOK equivalent of EUR 999,999. The Retail Tranche will be directed towards investors with access to a VPS account and in accordance with available prospectus exemptions in applicable regulations in Norway and Sweden. The Retail Tranche will have a minimum subscription and allocation of NOK 5,500 and a maximum subscription of NOK 1,000,000. The Retail Tranche will be allocated on a pro-rata basis based on the demand from each applicant in the Retail Tranche. The Board reserves the right to set a maximum allocation per applicant in the Retail Tranche. Applicants being allocated Offer Shares in the Retail Tranche will (i) be notified of their allocation on or about 26 June 2026, (ii) be asked to have sufficient funding on their respective bank accounts on or about 29 June 2026, (iii) have their respective bank accounts automatically debited on or about 30 June 2026, and (iv) have their Offer Shares delivered to their respective VPS accounts on or about 1 July 2026.
More information about the Retail Tranche may be found on the Manager's website: www.paretosec.com/transactions.
Advisors
Pareto Securities AS is acting as sole manager in the Private Placement and as Euronext Growth Advisor to the Company in connection with the Listing.
Wikborg Rein Advokatfirma AS is acting as Norwegian legal counsel to the Company and Ganado Advocates is acting as Maltese legal counsel to the Company. Advokatfirmaet Thommessen AS is acting as legal counsel to the Manager.
For more information, please contact:
CEO Nils P. Skaset
Telephone: +47 951 88 154
Email: nils.skaset@goldroadplc.com
IMPORTANT NOTICE
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
These materials are not and do not form a part of any offer of securities for sale, or a solicitation of an offer to purchase, any securities of the Company in the United States or any other jurisdiction. Copies of these materials are not being made and may not be distributed or sent into any jurisdiction in which such distribution would be unlawful or would require registration or other measures.
The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and accordingly may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and in accordance with applicable U.S. state securities laws. The Company does not intend to register any part of the offering in the United States or to conduct a public offering of securities in the United States. Any sale in the United States of the securities mentioned herein will be made solely to "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act, pursuant to an exemption from the registration requirements under the Securities Act, as well as to major U.S. institutional investors under SEC Rule 15a-6 to the United States Exchange Act of 1934, as amended.
In any EEA member state, this communication is only addressed to and is only directed at qualified investors in that member state within the meaning of the EU Prospectus Regulation, i.e., only to investors who can receive any offering of securities referred to in this announcement without an approved prospectus in such EEA member state. "EU Prospectus Regulation" means Regulation (EU) 2017/1129, as amended (together with any applicable implementing measures in any EEA member state).
In the United Kingdom, this communication is only addressed to and is only directed at Qualified Investors (as defined in the Public Offers and Admissions to Trading Regulations 2024) who are (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations, etc.) (all such persons together being referred to as "Relevant Persons"). These materials are directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Persons distributing this communication must satisfy themselves that it is lawful to do so.
This communication contains certain forward-looking statements concerning future events, including possible issuance of equity securities of the Company and listing of securities. Forward-looking statements are statements that are not historical facts and may be identified by words such as "believe", "expect", "anticipate", "strategy", "intends", "estimate", "will", "may", "continue", "should" and similar expressions, but the absence of these words does not necessarily mean that a statement is not forward-looking. Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. The forward-looking statements in this communication are based upon various assumptions, many of which are based, in turn, upon further assumptions. The Company believes that these assumptions were reasonable when made. However, these assumptions are inherently subject to significant known and unknown risks, uncertainties, contingencies and other important factors which are difficult or impossible to predict and are beyond its control. Such risks, uncertainties, contingencies and other important factors include, but are not limited to, the possibility that the Company will determine not to, or be unable to, issue any equity securities or list its securities on a particular stock market, and could cause actual events to differ materially from the expectations expressed or implied in this release by such forward-looking statements. The Company does not make any guarantee that the assumptions underlying the forward-looking statements in this announcement are free from errors. Accordingly, you should not unduly rely on these forward-looking statements, which speak only as of the date of this communication.
The information, opinions and forward-looking statements contained in this communication speak only as at its date and are subject to change without notice. Each of the Company, the Manager and their respective affiliates expressly disclaims any obligation or undertaking to update, review or revise any statement contained in this communication whether as a result of new information, future developments or otherwise.
The Manager is acting exclusively for the Company and no one else in connection with the Private Placement and the Listing and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for advice in relation to the contents of this announcement or any of the matters referred to herein. Neither the Manager nor any of its respective affiliates makes any representation as to the accuracy or completeness of this announcement and none of them accepts any responsibility for the contents of this announcement or any matters referred to herein.
This announcement is for information purposes only and is not to be relied upon in substitution for the exercise of independent judgment. It is not intended as investment advice and under no circumstances is it to be used or considered as an offer to sell, or a solicitation of an offer to buy any securities or a recommendation to buy or sell any securities of the Company. Neither the Manager nor any of its respective affiliates accepts any liability arising from the use of this announcement.
The Private Placement may be influenced by a range of circumstances, such as market conditions, and there is no guarantee that the Private Placement will proceed and that the Listing will occur.
Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.
The distribution of this announcement and other information may be restricted by law in certain jurisdictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Specifically, neither this announcement nor the information contained herein is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia), Australia, Canada, Hong Kong, Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.