Grant of Performance Share Rights & Share Options

RNS Number : 9506J

Kodal Minerals PLC

27 August 2021

 

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: [phone]
Allenby Capital Limited, Nominated Adviser Jeremy Porter/Nick Harriss/Liz Kirchner	Tel: [phone]
SP Angel Corporate Finance LLP, Financial Adviser & Broker John Mackay, Adam Cowl	Tel: [phone]
St Brides Partners Ltd, Financial PR Susie Geliher/Cosima Akerman	Tel: [phone]

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   GB00BH3X7Y70
b)	Nature of the transaction	Grant of Performance Share Rights in respect of Ordinary Shares
c)	Price(s) and volume(s)	Price:  0.03125 p 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   GB00BH3X7Y70
b)	Nature of the transaction	Grant of options over Ordinary Shares
c)	Price(s) and volume(s)	Price:  0.36  p Volumes: Robert Wooldridge 30,000,000 Qingtao Zeng 15,000,000
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

 

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