Source: Oslo Stock Exchange - NewsWeb
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25 June 2026: Reference is made to the announcement made by Gold Road International p.l.c. ("Gold Road" or the "Company") on 23 June 2026 regarding the terms for a private placement of shares in the Company (the "Private Placement") and a subsequent listing of the Company's shares on Euronext Growth Oslo.
Gold Road is pleased to announce that the Private Placement has been successfully placed. Subject to, among other things, Euronext Oslo Børs' approval of the Company's listing application submitted on 23 June 2026, 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").
The Private Placement in Summary:
- The Company's board of directors (the "Board") has conditionally allocated a total of 15,500,000 Offer Shares (as defined below) to more than 200 investors in the Private Placement at a fixed price of NOK 10 per Offer Share (the "Offer Price"), implying a total transaction size of NOK 155 million (equal to approx. USD 15.7 million) and a post-money equity value (including full utilization of the Greenshoe Option) of approx. NOK 588 million. The Private Placement attracted strong interest from both Norwegian and international investors, including institutional investors, family offices, high net worth individuals and other long-only accounts. The Private Placement was substantially oversubscribed.
- Gold Road will issue 12,000,000 new shares in the Private Placement (the "New Shares", excluding any shares issued pursuant to the Greenshoe Option), at the Offer Price, raising gross proceeds to the Company of the NOK equivalent of approx. USD 12.1 million.
- The gross proceeds to the Company from the Private Placement (through the issuance 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 1.35 - 2.85 million).
- 2,000,000 existing shares in the Company (the "Sale Shares") have been conditionally allocated at the Offer Price for the NOK equivalent of approx. USD 2 million. The Sale Shares are being sold by Melikof Karaian (the "Selling Shareholder"), pursuant to a share sale agreement entered into between the Selling Shareholder, the Company and Pareto Securities AS (the "Manager") (the "Share Sale Agreement"). The Selling Shareholder will retain 2,008,000 shares in the Company following the Private Placement which will be subject to a customary 4-months lock-up.
- In addition to the New Shares and Sale Shares, the Manager (as defined below) has conditionally over-allotted 1,500,000 shares, at the Offer Price (the "Additional Shares", and together with the New Shares and Sale Shares, the "Offer Shares"), for the NOK equivalent of approx. USD 1.5 million, representing approx. 10.71% of the number of New Shares and Sale Shares allocated in the Private Placement. Pareto Securities AS, in its capacity as stabilisation manager (the "Stabilisation Manager"), has further exercised its option to borrow an equal number of shares in the Company from Svein Harald Øygard (the "Share Lender") to facilitate delivery of the Additional Shares, pursuant to a share lending agreement between the Share Lender, the Company and the Manager (the "Share Lending Agreement").
- Gold Road has conditionally allocated a total of 1,100,000 Offer Shares who applied for Offer Shares in the tranche of the Private Placement dedicated to retail investors (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.
- Allocation of Offer Shares and the corresponding amounts to be paid by investors are expected to be communicated to investors 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 fulfilment 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.
- The Company has granted the Stabilisation Manager a right to have issued a number of new shares in the Company equal to the number of over-allotted Additional Shares at a price per new share equal to the Offer Price (the "Greenshoe Option"), exercisable, in whole or in part, within a 30-day period commencing at the date of Listing, to cover the potential short position resulting from the over-allotment of shares in the Private Placement, which is not covered through share repurchases by the Stabilisation Manager as part of any stabilisation activities conducted during the 30-day stabilisation period. Any net profit generated from any stabilisation activities shall be for the benefit of the Company. Any exercise of the Greenshoe Option will raise additional proceeds to the Company. Separate disclosures will be made regarding any stabilisation activities during the stabilisation period.
Allocations of Offer Shares to Pre-Committing Shareholders
The following existing shareholders in the Company (the "Pre-Committing Shareholders") had 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. Each Pre-Committing Shareholder was conditionally allocated Offer Shares as set out below:
- Svein Harald Øygard (executive chairman) pre-committed the NOK equivalent of approx. USD 1.65 million and was allocated 1,631,883 Offer Shares (the NOK equivalent of approx. USD 1.65 million),
- Songa Capital AS pre-committed the NOK equivalent of approx. USD 4.15 million and was allocated 4,103,433 Offer Shares (the NOK equivalent of approx. USD 4.15 million),
- Ivo Bozon (board member) pre-committed the NOK equivalent of approx. USD 1.90 million and was allocated 1,879,138 Offer Shares (the NOK equivalent of approx. USD 1.90 million), and
- Endre Røsjø pre-committed the NOK equivalent of approx. USD 2.80 million and was allocated 2,710,000 Offer Shares (the NOK equivalent of approx. USD 2.80 million).
Further details regarding the allocation of Offer Shares to primary insiders and close associates will be released in separate announcements.
Conditions for Completion of the Private Placement
Completion of the Private Placement by delivery of Offer Shares to investors 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 (as defined below) 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.
Shares and Share Capital
Following the issuance of the New Shares in the Private Placement, the Company's issued share capital will be USD 20,411,793.923216, divided into 57,324,584 ordinary shares, each with a nominal value of USD 0.356074.
If the Greenshoe Option is exercised in full, there will be a total of 58,824,584 ordinary shares issued and outstanding in the Company.
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 approx. 57.6% of the Company's pre-money issued shares.
Advisors
Pareto Securities AS is acting as sole manager and sole bookrunner 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
Disclosure
This information is subject to the disclosure requirements pursuant to Section 5-12 of the Norwegian Securities Trading Act.
About Gold Road
Gold Road International p.l.c. is a gold mining company with operations based in Arizona, USA. The Gold Road group operates the Gold Road Project, a fully equipped gold mining and processing operation, having restarted the mill and mine in late 2025. The company's overarching strategic objective is to establish the Gold Road Project as a capital-disciplined, cash-flow-generating gold mining operation, targeting an annualised production rate of 8,000 - 10,000 ounces of gold with further upside.
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.