Resolution of bondholder voting

Announcement

Veragold Mining Company GmbH, Munich 

Announcement of the resolutions of the voting without a meeting
from October 24, 2022, 0:00 hours to October 26, 2022, 24:00 hours
concerning the

  BOND 2019

of

Veragold Mining Company GmbH (“Issuer”), Munich

ISIN DE000A2TR091 – SECURITIES IDENTIFICATION NUMBER A2TR09

Veragold Mining Company GmbH hereby announces that the holders of the debt securities of the aforementioned “Bond 2019” participated in the period from Monday, October 24, 2022, at 0:00 a.m. to Wednesday, October 26, 2022, at 24:00 a.m. in the agenda item published in the Federal Gazette on October 5, 2022, with a quorum capable of passing resolutions and passed the following resolution with the required majority of at least 75% of the participating voting rights pursuant to section 5 para. 4 sentence 2 SchVG:

1. resolution on the extension of the term of the bond.

The bond terms and conditions for the 2019 bond will be reworded as follows:

§ 4 Repayment shall be reworded as follows:

Ҥ 4 Repayment

(1) Unless previously redeemed or repurchased in whole or in part, and subject to subsection (2), the Bonds shall be redeemed for their redemption amount on December 31, 2025 (the “Maturity Date”). The “Redemption Amount” with respect to each Bond shall be equal to the principal amount of the Bonds to be redeemed. To the extent that a different Maturity Date is defined in accordance with these Terms and Conditions, this shall be the respective Maturity Date.

(2) The Issuer shall be entitled to redeem the Bonds in whole or in part early at the Early Redemption Amount on March 31, June 30, September 30, December 31 of any year, for the first time on December 31, 2023, by giving 30 days’ notice by publication in accordance with § 11 (1) (the “Early Redemption”). 

The “Early Redemption Amount” in respect of each Note shall be equal to 100% of the principal amount of the Notes to be redeemed. 

In the event of a partial Early Redemption, the 2019 Bonds must continue to be redeemed in a principal amount of at least EUR 5,000,000.00. 

After a partial early redemption, the nominal value corresponds to the nominal amount less the nominal amounts on which repayments have been made; for the avoidance of doubt, surcharges on the redemption will not be credited if a redemption is made at a rate of more than 100%.

Ostfildern, October 2022

The Management Board