12th January, 2022
Clontarf Energy plc
("Clontarf" or "the Company")
Issue of Warrants to Directors
Related Party Transaction
Clontarf Energy plc (AIM:CLON), the energy company focused on Africa and Bolivia, has been accruing, and therefore not paying in cash, salaries of the current Directors since 2010. The aggregate accrued liability as at 31 December 2021 for the three longest serving directors (Dr Teeling, Mr Horgan and Mr Finn) is £1,340,564. The Board remains cognisant of the need to conserve cash resources in the current environment and therefore these three Directors have agreed to continue deferring payment of this amount, in cash, until the end of 2024.
In consideration for this past and continued deferral, these directors have been issued 3.25 warrants over Ordinary Shares per each 1p of accrued salary due until 31 December 2021 ("Warrants"). The Warrants are exercisable at 0.25p, being a 6% premium to the closing mid-market price yesterday, at any time until 11 January 2025 and have been allocated as follows:
| Director
| Accrued salary (£) | Warrants exercisable at conversion price of 0.25p per share |
| David Horgan | £569,037 | 184,937,025 |
| John Teeling | £395,704. | 128,603,800 |
| James Finn | £375,823 | 122,142,475 |
Accordingly, in aggregate, 435,683,300 Warrants have been issued to the above Directors. Any exercise of the Warrants is restricted to the extent that, if by exercising, the Warrant holders in aggregate hold greater than 29.9% of the total voting rights of the Company.
For the avoidance of doubt, the deferred salaries, unless otherwise settled, will remain payable in cash after the end of 2024.
Related party transaction
The issue of the warrants to the three directors as set out above constitutes a related party transaction under Rule 13 of AIM Rules. In this context, Peter O'Toole, being the Director on the Board who is considered to be independent of the awards, considers, having consulted with the Company's nominated adviser, Strand Hanson Limited, that the terms of the issue of the warrants to the three directors are fair and reasonable insofar as its shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of Regulation 596/2014.
Ends
For further information please visit http://clontarfenergy.com or contact:
| Clontarf Energy David Horgan, Executive Chairman John Teeling, Non-Executive Director | +353 (0) 1 833 2833 |
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| Nominated & Financial Adviser Strand Hanson Limited Rory Murphy Ritchie Balmer Abigail Wennington | +44 (0) 20 7409 3494 |
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| Broker Novum Securities Limited Colin Rowbury | +44 (0) 207 399 9400 |
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| Blytheweigh - PR Madeleine Gordon-Foxwell
| +44 (0) 207 138 3206 +44 (0) 207 138 3553 +44 (0) 207 138 3206 +44 (0) 207 138 3206
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| Teneo Luke Hogg Alan Tyrrell Ciara Wylie | +353 (0) 1 661 4055
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