Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining
Kodal Minerals plc ('Kodal Minerals' or the 'Company')
Grant of Performance Share Rights and Share Options
Kodal Minerals, the mineral exploration and development company focused on the Bougouni Lithium Project in Mali ("Bougouni Project") and its gold assets in West Africa, announces the grant of Performance Share Rights and Share Options to certain directors and senior management (the "Management Incentive Awards").
Background to the Management Incentive Awards
The Company's Remuneration Committee has decided to implement a new incentive plan for management aligned with the Group's objectives and to drive shareholder value. The Board is mindful of conserving cash while the Company is in an exploration and development phase and the Remuneration Committee considers that the Management Incentive Awards are an appropriate means of incentivising directors and senior management.
It is noted that in light of the highly uncertain economic climate and the risks to the business arising from the Covid pandemic, together with the Company's limited working capital which is focused on asset/project development, in April 2020 certain directors and senior management agreed to receive shares in the Company in lieu of their accrued but unpaid salaries and fees for the previous six months. In addition, over the first seven months of the 2021 financial year certain directors agreed to forego part of their salaries and fees.
Award of Performance Share Rights
Performance Share Rights of up to 175,000,000 new ordinary shares of 0.03125p each in the Company ("New Ordinary Shares"), representing approximately 1.1 per cent. of the Company's current issued share capital, have been awarded to Bernard Aylward (CEO) and Mohamed Niare (Country Manager, Mali).
The Performance Share Rights carry vesting conditions that are linked to achievement of milestones critical to the development of the Bougouni Project and which are expected to realise significant value for shareholders and are as follows:
1) Award of mining licence;
2) Securing the finance for construction of the Bougouni mine; and
3) First commercial production from the Bougouni Project.
Subject to the vesting conditions being satisfied, the holders of the Performance Share Rights may call for the applicable number of New Ordinary Shares, as set out in the table below, to be issued to them at any time within five years of the vesting condition being met and upon payment by them of the nominal value for the New Ordinary Shares.
The number of New Ordinary Shares that can be issued is capped at a monetary value of the shares around the time the milestone is achieved, as set out in the table below. Accordingly, the final number of New Ordinary shares that may be issued following each vesting criteria being met will be calculated using the 10 day VWAP (volume weighted average price) of the Company's shares over the period of five business days prior to the vesting criteria being satisfied and the subsequent five business days.
| | Performance Share Rights over New Ordinary Shares | |
| Vesting criteria | Bernard Aylward | Mohamed Niare |
| Award of mining licence | Up to 30 million New Ordinary Shares (capped at value on vesting of £300,000) | Up to 10 million New Ordinary Shares (capped at value on vesting of £100,000) |
| Securing the finance for construction of the Bougouni mine | Up to 40 million New Ordinary Shares (capped at value on vesting of £400,000) | Up to 10 million New Ordinary Shares (capped at value on vesting of £100,000) |
| First commercial production from the Bougouni Project | Up to 75 million New Ordinary Shares (capped at value on vesting of £750,000) | Up to 10 million New Ordinary Shares (capped at value on vesting of £100,000) |
| Total | Up to 145 million New Ordinary Shares (capped at value on vesting of £1.45m)
| Up to 30 million New Ordinary Shares (capped at value on vesting of £300,000) |
In the event of a change of control of the Company, 50 per cent. of any unvested Performance Share Rights will vest immediately, provided that the Company's share price at the time of the change of control exceeds 0.34 pence, being the share price when the awards were made.
Grant of Share Options
Options over New Ordinary Shares have been granted to Robert Wooldridge (Chairman) and Qingtao Zeng (Non-Executive Director) as set out in the table below. The Options are exercisable at 0.36 pence per share, with 50 per cent. of the Options vesting immediately and the remaining 50 per cent. vesting in two equal tranches on the first and second anniversaries of the grant. All unvested options will vest immediately on a change of control of the Company. The Options recognise these Directors' commitment to the Company in respect of foregone fees as detailed above and considerable additional work undertaken over the past two years.
| Director | Number of Options granted |
| Robert Wooldridge | 30,000,000 |
| Qingtao Zeng | 15,000,000 |
Related party transaction
The granting of the Options and the Performance Share Rights to the above persons is deemed a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, Charles Joseland, the director independent of this transaction, considers, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
The notification below, which has been made in accordance with the requirements of the UK Market Abuse Regulation, provides further details.
For further information, please visit www.kodalminerals.com or contact the following:
| Kodal Minerals plc Bernard Aylward, CEO |
Tel: +61 418 943 345
|
| Allenby Capital Limited, Nominated Adviser Jeremy Porter/Nick Harriss/Liz Kirchner
|
Tel: 020 3328 5656 |
| SP Angel Corporate Finance LLP, Financial Adviser & Broker John Mackay, Adam Cowl
|
Tel: 020 3470 0470 |
| St Brides Partners Ltd, Financial PR Susie Geliher/Cosima Akerman
|
Tel: 020 7236 1177 |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |
| a) | Name | Bernard Aylward
|
| 2 | Reason for the notification | |
| a) | Position/status | Chief Executive Officer |
| b)
| Initial notification /Amendment | Initial notification |
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |
| a) | Name | Kodal Minerals plc |
| b) | LEI | 213800VKFS7TS32EGI81 |
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |
| a)
| Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.03125p
|
| b) | Nature of the transaction | Grant of Performance Share Rights in respect of Ordinary Shares
|
| c) | Price(s) and volume(s) | Price: 0.03125p Volume: 145,000,000
|
| d) | Aggregated information - Aggregated volume - Price | n/a
|
| e) | Date of the transaction | 26 August 2021 |
| f) | Place of the transaction | Outside of a trading venue |
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | PDMRs: Robert Wooldridge - Non-Executive Chairman Qingtao Zeng - Non-Executive Director
| ||||
| 2 | Reason for the notification | |||||
| a) | Position/status | See 1a) above | ||||
| b)
| Initial notification /Amendment | Initial notification | ||||
| 3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
| a) | Name | Kodal Minerals plc | ||||
| b) | LEI | 213800VKFS7TS32EGI81 | ||||
| 4
| Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted | |||||
| a)
| Description of the financial instrument, type of instrument Identification code | ordinary shares of 0.03125p
| ||||
| b) | Nature of the transaction | Grant of options over Ordinary Shares
| ||||
| c) | Price(s) and volume(s) | Price: 0.36 p Volumes:
| ||||
| d) | Aggregated information - Aggregated volume - Price | n/a
| ||||
| e) | Date of the transaction | 26 August 2021 | ||||
| f) | Place of the transaction | Outside of a trading venue | ||||
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