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.
29 July 2024
Panthera Resources Plc
("Panthera" or "the
Company")
CEO Incentive Package
Gold exploration and development
company Panthera Resources Plc (AIM: PAT), with assets in West
Africa and India, announces that the board of directors of Panthera
(the "Board") has today agreed to a new incentive package for the
Company's CEO, Mark Bolton.
Background
On appointment, Mark Bolton entered
an executive service agreement with the Company, which contained,
inter alia, certain terms
and conditions outlining his entitlements under the Company's
executive director incentive arrangements. These incentive
arrangements, including a subsequent one-year extension, have since
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.
Issue of Options
The Company has agreed to a new incentive
arrangement with Mr Bolton comprising the grant of 4.5 million
options, subject to certain vesting conditions outlined below, over
new ordinary shares of £0.01 each in the capital of the Company
(the "Ordinary
Shares").
If the conditions outlined below are met, each
of the options is exercisable into one new Ordinary Share. The
weighted average strike price of approximately £0.15 represents approximately a 100 per cent premium to the closing mid-market
price of the Company's Ordinary Shares on 29 July 2024.
The 4.5 million options represent approximately
2.3 per cent of the Company's current
issued share capital.
Vesting Conditions
|
Number of Options
|
Exercise Price
|
Vesting Date
|
Expiry Date
|
|
500,000
|
8.0p
|
29 July
2024
|
31 March
2027
|
|
1,000,000
|
12.5p
|
1 April
2025
|
31 March
2029
|
|
1,000,000
|
15.0p
|
1 April
2026
|
31 March
2029
|
|
1,000,000
|
17.5p
|
1 April
2027
|
31 March
2029
|
|
1,000,000
|
20.0p
|
1 April
2028
|
31 March
2029
|
Each tranche of options may be exercised at the
applicable Exercise Price (outlined above) and on or after the
first date on which any of the following events occurs:
·
the applicable Vesting Date to the tranche of
options;
·
an agreed settlement with the Government of India on the
Bhukia Arbitration;
·
an award in favour of the Company or one or more subsidiaries
of the Company in the Bhukia Arbitration; or
·
Announcement of a proposed Sale.
A Sale is defined as:
·
following a General Offer, the unconditional acquisition of
Control of the Company; or
·
a change of Control of the Company arising as a result of any
person becoming the beneficial owner of all the shares in the
Company
Following today's grant, Mark Bolton will hold
in aggregate 4,750,000 options over new Ordinary Shares. This
represents 2.4 per cent of the Company's current issued share
capital.
Commenting on the Issue of Options, Mike Higgins, Chairman of
Panthera said:
"We are delighted to have agreed this new incentive agreement
with Mark Bolton. His service to the Company over the past four
years has been exemplary, sometimes in difficult market conditions
as well as managing the complex, international legal challenge over
our Bhukia rights. We trust that his work in this regard will lead
to a positive result for the benefit of all shareholders."
Related Party Transaction
The issue of options over new
Ordinary Shares to Mark Bolton (the "Issue of Options") is deemed to be a
related party transaction pursuant to rule 13 of the AIM Rules for
Companies (together the "Transaction"). Accordingly, Catherine
Apthorpe, Timothy Hargreaves, Michael Higgins and David Stein
(being the directors of the Company not taking part in the
Transaction) consider, having consulted with the Company's
nominated adviser, Allenby Capital, 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 set out at
the end of this announcement.
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)
Guy McDougall / Kelly Gardiner
Novum
Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400
Colin
Rowbury
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visit: pantheraresources.com
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.
**ENDS**
Notification and public disclosure of
transactions by persons discharging managerial responsibilities and
persons closely associated with them:
|
1
|
Details of the person discharging managerial responsibilities
/ person closely associated
|
|
a)
|
Name
|
Mark Bolton
|
|
2
|
Reason for the notification
|
|
a)
|
Position/status
|
Executive Director
|
|
b)
|
Initial notification
/Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
|
a)
|
Name
|
Panthera Resources Plc
|
|
b)
|
LEI
|
213800IB98EG6736XN82
|
|
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 1p each in
Panthera Resources Plc ("Ordinary Shares")
Identification code (ISIN) for
Ordinary Shares:
GB00BD2B4L05
|
|
b)
|
Nature of the transaction
|
Grant of options over new Ordinary
Shares
|
|
c)
|
Price(s) and volume(s)
|
|
Number of
Options
|
Exercise
Price
|
|
500,000
|
8.0p
|
|
1,000,000
|
12.5p
|
|
1,000,000
|
15.0p
|
|
1,000,000
|
17.5p
|
|
1,000,000
|
20.0p
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
- see above
- see above
|
|
e)
|
Date of the transaction
|
29 July 2024
|
|
f)
|
Place of the transaction
|
Outside a trading venue
|