TIDMTSTR
RNS Number : 9833V
Tri-Star Resources PLC
12 April 2019
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No. 596/2014 until the release of this
announcement
12 April 2019
Tri-Star Resources plc ("Tri-Star" or the "Company")
Board Changes, Grant of Share Options, and Issue of Equity
Tri-Star (AIM: TSTR) the mining and minerals processing company,
announces that Karen O'Mahony, Acting Chief Executive Officer and
Chief Financial Officer of the Company since March 2018, will be
stepping down from her role on 30 April 2019. Karen will be
replaced by David Facey who will be appointed as Chief Executive
Officer and Chief Financial Officer of the Company on the same
date.
In order to ensure a smooth transition and the continuity of
Tri-Star's strategy, Karen O'Mahony will remain as a special
adviser to the Company and will also continue as a director of
Strategic & Precious Metals Processing LLC ("SPMP"), the Omani
company in which Tri-Star has a 40% equity interest.
In addition, Mark Wellesley-Wood is stepping down as a Director
and Non-Executive Chairman of the Company with immediate effect.
Adrian Collins, who has been an independent Non-Executive Director
of Tri-Star since August 2010, replaces him as Non-Executive
Chairman.
Mr David Alan Facey, aged 56, is a Fellow of the Institute of
Chartered Accountants of England and Wales and has over 20 years'
experience in corporate finance and equity capital markets. He is
currently the Finance Director of BlueRock Diamonds plc, an AIM
listed diamond producer.
Adrian Collins, Non-Executive Chairman of Tri-Star,
commented:
"We would like to thank Mark Wellesley-Wood for his continued
commitment and the experience he has brought to Tri-Star during his
5 years as Chairman of the Board and his contribution to the SPMP
project.
"We would also like to thank Karen O'Mahony for her significant
contribution to the restructuring of Tri-Star as acting CEO. She
assumed the role of acting CEO just over a year ago. During this
time, she led the Company to conduct a successful equity raising to
fund our share of the completion of the SPMP Roaster Project; then
successfully disposed of our non-core asset in Turkey; and most
recently played a central role in SPMP securing a shareholder loan
with no dilution to Tri Star shareholders. I am pleased that she
has agreed to remain on the Board of SPMP and continue to support
and add further value to Tri-Star's position in Oman.
"We would also like to welcome David Facey as CEO. He has
undertaken many complex global transactions advising government,
public and private companies of all sizes and will no doubt use
that experience in his new role.
"The past few years have been challenging for the Company and we
are grateful to the continued support of our shareholders. We
anticipate reorganisation alongside these board changes will enable
a substantial reduction in the annual running costs of the
Company.
"The key to this investment now lies with Steven Din and the
operational team in Sohar as we explore a stock exchange listing of
SPMP. We have every confidence in his ability to deliver the full
production of this plant."
Karen O'Mahony, commented:
"Tri-Star is now in ideal shape to deliver maximum see through
value for all shareholders to SPMP.
"The Board and I are satisfied that we have achieved the goal of
restructuring the Company. The key focus now is on SPMP and I look
forward to continuing close collaboration with the Company as a
board member of SPMP and special advisor to Tri-Star. I would also
like to personally thank Mark Wellesley-Wood for his hard work and
commitment both to Tri-Star and the SPMP project. His wisdom and
experience have been a steady force during this transition."
The following details in relation to Mr Facey's appointment are
disclosed in accordance with Schedule 2(g) of the AIM Rules:
Current Directorships Past Directorships
BlueRock Diamonds VH Nominees Limited
plc
---------------------------
Chacey LLP SP Angel Corporate Finance
LLP
---------------------------
PLSL Nominees Limited SP Angel & Co Limited
---------------------------
Bedford Park Dogs LLP
---------------------------
Intoware Limited
---------------------------
There are no other disclosures in accordance with Schedule 2(g)
of the AIM Rules.
The Company has granted the following share options to Adrian
Collins and David Facey over 800,000 ordinary shares of 5 pence
each in the Company ("Share Options").
Director No. of Share Options being issued Exercise price per Share Option
Adrian Collins 500,000 39.5p
David Facey 300,000 39.5p
The Share Options vest immediately and have a life of three
years from the date of grant.
Following the grant of the Share Options, Adrian Collins and
David Facey will hold share options as follows:
Director No. of existing Average Exercise No. of new share Exercise price of Total no. of
options price of existing options new share options ordinary shares
options subject to share
options
Adrian Collins 79,250 GBP12.41 500,000 39.5p 579,250
David Facey - - 300,000 39.5p 300,000
Issue of equity
Tri-Star has today allotted 5,382 ordinary shares of 5p each in
the capital of the Company ("Ordinary Shares") at a price of 46.4
pence per Ordinary Share in consideration for services
provided.
The Company has applied for admission of the 5,382 new Ordinary
Shares (the "New Ordinary Shares") to trading on AIM. Dealings are
expected to become effective on or around 18 April 2019
("Admission"). The New Ordinary Shares represent approximately
0.006% of the total Ordinary Shares that are expected to be in
issue.
Following Admission, the Company will have 94,125,845 Ordinary
Shares in issue. The Company has no shares in treasury, therefore
the figure of 94,125,845 should be used by shareholders as the
denominator for the calculations by which they will determine if
they are required to notify their interest in, or a change of their
interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.
S
Enquiries:
Tri-Star Resources plc
Karen O'Mahony, Acting CEO/ CFO Tel: +44 (0)20 7653 6291
Tavistock Communications Ltd Tel: +44 (0) 20 7920 3150
Charles Vivian Mobile: +44 (0) 7977297903
Gareth Tredway Mobile: +44 (0) 7785974264
SP Angel Corporate Finance (Nominated Adviser)
Robert Wooldridge/Jeff Keating Tel: +44 (0)20 3470 0470
FinnCap Ltd (Broker)
Christopher Raggett/ Scott Mattieson/Camille Gochez Tel: +44
(0)20 7220 0500
Notes to the Editor
Tri-Star's principal activities are in an antimony and gold
production facility (the "SPMP Project" or the "Project").
The SPMP Project is based in Sohar, Sultanate of Oman, and is
being developed by Strategic & Precious Metals Processing LLC
("SPMP"), an Omani company in which Tri-Star has a 40% equity
interest.
Tri-Star also has antimony exploration licenses in Canada which
are held for their potential contribution of feedstock to the SPMP
Project.
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
1. closely associated
a) Name: Adrian Collins
---------------------------------- -----------------------------------
1.2 Reason for the notification
2.
-----------------------------------------------------------------------
a) Position/status: Non-Executive Chairman
---------------------------------- -----------------------------------
b) Initial notification/Amendment: Initial notification
---------------------------------- -----------------------------------
1.3 Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Tri-Star Resources plc
---------------------------------- -----------------------------------
b) LEI: 213800TIXZSF4ZYI2E58
---------------------------------- -----------------------------------
1.4 Details of the transaction(s): section to be repeated
4. 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 5p each
financial instrument, GB00BGDLPW84
type of instrument:
Identification code:
---------------------------------- -----------------------------------
b) Nature of the transaction: Grant of options over ordinary
shares
---------------------------------- -----------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
39.5
pence 500,000
----------
---------------------------------- -----------------------------------
d) Aggregated information: Single transaction as in
Aggregated volume: 4 c) above Price(s) Volume(s)
Price: 39.5
pence 500,000
----------
---------------------------------- -----------------------------------
e) Date of the transaction: 11 April 2019
---------------------------------- -----------------------------------
f) Place of the transaction: Outside a trading venue
---------------------------------- -----------------------------------
1 Details of the person discharging managerial responsibilities/person
1. closely associated
a) Name: David Facey
---------------------------------- -----------------------------------
1.2 Reason for the notification
2.
-----------------------------------------------------------------------
a) Position/status: Chief Executive Officer
and Chief Financial Officer
---------------------------------- -----------------------------------
b) Initial notification/Amendment: Initial notification
---------------------------------- -----------------------------------
1.3 Details of the issuer, emission allowance market participant,
3. auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------
a) Name: Tri-Star Resources plc
---------------------------------- -----------------------------------
b) LEI: 213800TIXZSF4ZYI2E58
---------------------------------- -----------------------------------
1.4 Details of the transaction(s): section to be repeated
4. 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 5p each
financial instrument, GB00BGDLPW84
type of instrument:
Identification code:
---------------------------------- -----------------------------------
b) Nature of the transaction: Grant of options over ordinary
shares
---------------------------------- -----------------------------------
c) Price(s) and volume(s): Price(s) Volume(s)
39.5
pence 300,000
----------
---------------------------------- -----------------------------------
d) Aggregated information: Single transaction as in
Aggregated volume: 4 c) above Price(s) Volume(s)
Price: 39.5
pence 300,000
----------
---------------------------------- -----------------------------------
e) Date of the transaction: 11 April 2019
---------------------------------- -----------------------------------
f) Place of the transaction: Outside a trading venue
---------------------------------- -----------------------------------
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END
MSCSFFEEFFUSELL
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April 12, 2019 02:00 ET (06:00 GMT)
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