TIDMPAT
RNS Number : 6270F
Panthera Resources PLC
11 July 2023
11 July 2023
Panthera Resources Plc
("Panthera" or "the Company")
Executive Service Agreement Variation
Gold exploration and development company Panthera Resources Plc
(AIM: PAT), with gold assets in West Africa and India, announces
that the Company has today agreed to vary certain incentivisation
terms of the existing executive services agreement in place with
the Company's CEO, Mark Bolton and the Company (the "Executive
Service Agreement").
Background
On appointment, Mark Bolton entered into the Executive Service
Agreement with Company, which contained, inter alia, certain terms
and conditions outlining his entitlements under the Company's
executive director incentive arrangements. These incentive
arrangements have subsequently expired. The Board recognises the
importance of aligning the executive directors' long-term interests
with that of the Company's shareholders, including through, amongst
other ways, the encouragement of increasing long-term shareholder
value.
As a result, the Company has agreed to vary the terms of Mark
Bolton's Executive Service Agreement, as such that Mark Bolton
shall be entitled to the automatic grant of three (3) million
options, subject to certain condition precedents outlined below,
over new ordinary shares of GBP0.01 each in the capital of the
Company (the "Ordinary Shares").
If the condition precedents outlined below are met, the options
to be granted are exercisable into one new Ordinary Share at a
strike price of GBP0.10 (the "Strike Price") per Ordinary Share up
until 31 March 2024. The strike price of GBP0.10 represents
approximately a 32 per cent premium to the closing mid-market price
of the Company's Ordinary Shares on 10 July 2023.
Accordingly, a total of 3 million options, representing
approximately 1.9 per cent. of the Company's issued share capital
could be granted to Mark Bolton under the revised Executive Service
Agreement.
Grant of options condition precedents
The grant of the options are subject to certain criteria:
a) the grant of the Bhukia Prospecting Licence and securing the
follow-on permits required to commence drilling; or, if earlier
b) securing committed litigation finance (that is available for
drawdown by the Company) for a minimum of US$5 million to pursue a
claim under the Australia India Bilateral Investment Treaty.
Furthermore, under the amended Executive Service Agreement,
partial automatic grant of these options over new Ordinary Shares
can occur earlier if in any month the weighted average share price
exceeds GBP0.20 in which case, Mark Bolton will be entitled to the
grant and subsequent exercise of 150,000 options over new Ordinary
Shares out of the 3 million for that month at the Strike Price.
Name of Director m aximum
options currently number of
held over options that
Ordinary Shares can be granted
as a percentage m aximum as a percentage
Options currently of current number of of current
held over issued share options that issued share
Ordinary Shares capital can be granted capital
Mark Bolton 250,000 0.16% 3,000,000 1.94%
------------------ ------------------ ---------------- -----------------
Related party transaction
The variation to the Executive Service Agreement and inclusive
of the entitlement to the potential future grant of the options to
Mark Bolton, subject to certain condition precedents, (the
"Variation and Grant of Options") is deemed to be a related party
transaction pursuant to rule 13 of the AIM Rules for Companies. The
directors of the Company, with the exception of Mark Bolton, having
consulted with the Company's nominated adviser, Allenby Capital
Limited, that the terms of the transaction are fair and reasonable
insofar as the Company's shareholders are concerned.
The FCA notification, made in accordance with the requirements
of the UK Market Abuse Regulation is appended further below.
Contacts
Panthera Resources PLC
Mark Bolton (Managing Director) +61 411 220 942
contact@pantheraresources.com
Allenby Capital Limited (Nominated Adviser & Joint Broker) +44 (0) 20 3328 5656
John Depasquale / Vivek Bhardwaj (Corporate Finance)
Kelly Gardiner / Stefano Aquilino (Sales & Corporate
Broking)
Novum Securities Limited (Joint Broker) +44 (0) 20 7399 9400
Colin Rowbury
Subscribe for Regular Updates
Follow the Company on Twitter at @PantheraPLC
For more information and to subscribe to updates visit:
pantheraresources.com
UK Market Abuse Regulation (UK MAR) Disclosure
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Regulation 11 of the Market Abuse (Amendment) (EU Exit) Regulations
2019/310. Upon the publication of this announcement via a
Regulatory Information Service ("RIS"), this inside information is
now considered to be in the public domain.
Forward-looking Statements
This news release contains forward-looking statements that are
based on the Company's current expectations and estimates.
Forward-looking statements are frequently characterised by words
such as "plan", "expect", "project", "intend", "believe",
"anticipate", "estimate", "suggest", "indicate" and other similar
words or statements that certain events or conditions "may" or
"will" occur. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors that could cause
actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such
forward-looking statements. Such factors include, among others: the
actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans
continue to be refined; possible variations in ore grade or
recovery rates; accidents, labour disputes and other risks of the
mining industry; delays in obtaining governmental approvals or
financing; and fluctuations in metal prices. There may be other
factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement
speaks only as of the date on which it is made and, except as may
be required by applicable securities laws, the Company disclaims
any intent or obligation to update any forward-looking statement,
whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future
performance and accordingly, undue reliance should not be put on
such statements due to the inherent uncertainty therein.
**S**
Annexure
Notification and public disclosure of transactions by
1. persons discharging managerial responsibilities and persons
closely associated with them.
a) Name: Mark Bolton
---------------------------- -------------------------------------
b) Position/Status: Executive Director
---------------------------- -------------------------------------
c) Initial notification/ Initial notification
Amendment:
---------------------------- -------------------------------------
Details of the transaction(s): section to be repeated
2 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 Ordinary shares of GBP 0.01 each in
financial instrument, Panthera Resources Plc
type of instrument:
Identification code:
2138001B98EG6736XN82
---------------------------- -------------------------------------
b) Nature of the transaction: Amendment to incentive plan pursuant
to Executive Service Agreement
---------------------------- -------------------------------------
c) Price(s) and Volume(s): Strike Price: GBP0.10
Maximum volume: 3,000,000
---------------------------- -------------------------------------
d) Aggregated Information: N/A
- Aggregated Volume
---------------------------- -------------------------------------
e) Date of the transaction: 11 July 2023
---------------------------- -------------------------------------
f) Place of the transaction: Outside a trading venue
---------------------------- -------------------------------------
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END
MSCQFLBFXDLEBBZ
(END) Dow Jones Newswires
July 11, 2023 03:00 ET (07:00 GMT)
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