Mr. Mark Child reports

CONDOR GOLD RAISES 1.75 MILLION POUNDS STERLING VIA A PRIVATE PLACEMENT OF NEW ORDINARY SHARES

Condor Gold PLC has placed 7,291,667 units (as defined herein) at a price of 24 pence per unit, including a directors and chief financial officer subscription of 3,221,667 units, to raise in aggregate gross proceeds of 1.75 million British pounds. The placing has been undertaken by the company with institutional and other investors. Completion of the placing is conditional, inter alia, upon admission of the placing shares (as defined herein) to trading on Alternative Investment Market (AIM). The company has received conditional approval from the Toronto Stock Exchange for the placing. The placing price represents a discount of 6.7 per cent to the closing mid-market price on Jan. 31, 2019.

Each unit comprises one ordinary share of 20 pence each in the company and half of one share purchase warrant of the company. Each warrant, which is unlisted and fully transferable, will entitle the holder thereof to purchase one ordinary share at a price of 31 pence (which is at a 29-per-cent premium to the placing price) for a period of 24 months from the date on which the shares issued pursuant to the placing are admitted to trading on AIM.

Mark Child, chairman and chief executive officer of Condor, commented: "Condor Gold has conducted a small private placement, issuing new ordinary shares representing 11 per cent of the company's existing issued share capital, to raise gross proceeds of 1.75 million [British pounds]. The placement proceeds will be used to advance the La India project towards production following the grant of an environmental permit to construct and operate a 2,800-tonne-per-day processing plant with capacity to produce 100,000 ounces gold per annum. The proceeds will also be used to conduct engineering and other technical studies required to determine the economic and technical feasibility of entering production much earlier by mining a mini pit within the permitted La India open pit and processing the contained metal through nearby processing plants.

"Furthermore, proceeds will be used to apply for permits for two satellite feeder pits (see RNS dated 28 January, 2019): The Mestiza open-pit mineral resource is 92,000 tonnes at a grade of 12.1 grams per tonne gold (36,000 ounces contained gold) in the indicated category and 341,000 tonnes at a grade of 7.7 grams per tonne gold (85,000 ounces contained gold) in the inferred category; the America open-pit mineral resource is 114,000 tonnes at a grade of 8.1 grams per tonne gold (30,000 ounces contained gold) in the indicated category and 677,000 tonnes at a grade of 3.1 grams per tonne gold (67,000 ounces contained gold) in the inferred category."

Details of the placing and proposed directors and chief financial officer subscription

The company has conducted the placing as principal. A total of 7,291,667 units (comprising 7,291,667 ordinary shares and 3,645,831 warrants) have been placed with placees at the placing price to raise gross proceeds of 1.75 million British pounds.

As part of the placing, the company advises that three directors of the company -- namely Mark Child, chairman and chief executive officer, and Andrew Cheatle and Jim Mellon (both non-executive directors) -- along with Jeffrey Karoly (chief financial officer), have subscribed for 41,667, 30,000, 3,125,000 and 25,000 units, respectively (together the directors and chief financial officer subscription), for a total of 3,221,667 units (comprising 3,221,667 shares and 1,610,833 share purchase warrants of the company).

Mr. Mellon has subscribed, through Galloway Ltd., a limited company that is wholly owned by Burnbrae Group Ltd., which is in turn wholly owned by Mr. Mellon, for a total of 3,125,000 units (comprising 3,125,000 ordinary shares and 1,562,500 share purchase warrants of the company) on the same terms for a sum of 750,000 British pounds. Following completion of Mr. Mellon's subscription, Mr. Mellon will own a direct and indirect aggregate shareholding of 7,828,105 ordinary shares, or 10.5 per cent of the company. His direct interest will be in 2,889,883 ordinary shares and the indirect interest will be in 4,938,222 ordinary shares held through Galloway.

Mr. Cheatle has subscribed for a total of 30,000 units (comprising 30,000 ordinary shares and 15,000 share purchase warrants of the company). Following completion of Mr. Cheatle's subscription, Mr. Cheatle now owns directly and indirectly a shareholding of 64,884 ordinary shares of the company, representing 0.1 per cent of the resultant issued share capital.

Mr. Child has subscribed for a total of 41,667 units (comprising 41,667 ordinary shares and 20,833 share purchase warrants of the company). Following completion of Mr. Child's subscription, Mr. Child now owns directly and indirectly a shareholding of 4,094,167 ordinary shares of the company, representing 5.5 per cent of the resultant issued share capital.

Mr. Karoly has subscribed for a total of 25,000 units (comprising 25,000 ordinary shares and 12,500 share purchase warrants of the company). Following completion of Mr. Karoly's subscription, Mr. Karoly now owns directly and indirectly a shareholding of 97,412 ordinary shares of the company, representing 0.1 per cent of the resultant issued share capital.

Application has been made for the placing shares to be admitted to trading on AIM, with admission of the placing shares (excluding Mr. Mellon's shares) expected to occur on or around Feb. 8, 2019. The subscription by Mr. Mellon is conditional on receipt of funds by the company by Feb. 22, 2019, and, accordingly, admission of Mr. Mellon's shares is anticipated to occur on or around Feb. 26, 2019.

The placing shares will rank pari passu with the existing ordinary shares, including the right to receive all dividends and other distributions declared after the date of their issue.

Following admission of the placing shares and excluding Mr. Mellon's shares, the company will have 71,346,002 ordinary shares of 20 pence each in issue with voting rights and admitted to trading on AIM and, following admission of Mr. Mellon's shares, the company will have a total of 74,471,002 ordinary shares of 20 pence each in issue with voting rights and admitted to trading on AIM. This figure may then be used by shareholders in the company as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the company under the Financial Conduct Authority's disclosure and transparency rules.

Related party transaction

The subscription by each of Mr. Mellon (through Galloway), Mr. Child and Mr. Cheatle (directors subscriptions) is a related party transaction under Rule 13 of the AIM rules for companies by virtue of Mr. Mellon, Mr. Cheatle and Mr. Child being directors of the company. Accordingly, the independent director, being Kate Harcourt, confirms that, having consulted with the company's nominated adviser, the terms of their subscription are fair and reasonable insofar as the company's shareholders are concerned.

Canadian securities law matters

The directors subscription will constitute a related party transaction pursuant to Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with the directors subscription in reliance on sections 5.5(a) and 5.7(a), respectively, of MI 61-101, as neither the fair market value of the securities received by such parties nor the proceeds for such securities received by the company exceeds 25 per cent of the company's market capitalization as calculated in accordance with MI 61-101. The board of directors of the company has approved the placing, with Mr. Mellon abstaining from voting.

A material change report with respect to the placing is expected to be filed less than 21 days prior to the closing of the transaction. This time period is reasonable and necessary in the circumstances as the company wishes to complete the transaction on an expedited basis for sound business reasons.

Condor Gold was admitted to AIM in May, 2006, and dual listed on the TSX in January, 2018. The company is a gold exploration and development company with a focus on Nicaragua.

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