TIDMALBA
RNS Number : 6323X
Alba Mineral Resources PLC
01 September 2020
Alba Mineral Resources plc
Issue of Share Warrants/Share Options and Issue of Shares to
Contractors
Alba Mineral Resources plc (AIM: ALBA) (the "Company" or "Alba")
announces the grant of the following share options and share
warrants:
(a) Pursuant to the Company's existing Enterprise Management
Incentive plan ("EMI Scheme") ("EMI Share Options"):
(i) 140 million EMI Share Options are granted to the Executive
Chairman, George Frangeskides, subject to the following vesting
conditions: 20 million EMI Share Options vesting immediately plus a
further 12 million EMI Share Options vesting on each of the dates
falling on 30 September 2020, 31 December 2020, 31 March 2021, 30
June 2021, 30 September 2021, 31 December 2021, 31 March 2022, 30
June 2022, 30 September 2022 and 31 December 2022 (each a "Quarter
Date"); and
(ii) 60 million EMI Share Options are granted to an employee of
the Company, with 10 million of these EMI Share Options vesting
immediately plus a further 5 million EMI Share Options vesting on
each of the Quarter Dates.
These EMI Share Options shall each have an exercise price of
0.16p per share (the "Exercise Price"), which is a premium of
approximately 23 per cent. above the mid-market closing price of
Alba ordinary shares of 0.13p on 28 August 2020. EMI Share Options
are issued subject to the terms and conditions of the EMI Scheme
Rules, are exercisable within 10 years following the date of grant
and are subject to accelerated vesting in certain circumstances,
including pursuant to a change of control of the Company following
the completion of a takeover offer.
(b) Pursuant to a Warrant Instrument ("Share Warrants"):
(i) 15 million share warrants ("Share Warrants") are granted to
Non-Executive Director, Michael Nott, vesting in tranches of 5
million on each of the following dates: 30/09/2020, 31/03/2021 and
30/09/2021; and
(ii) 45 million Share Warrants are granted in total to other
personnel and consultants of the Company, with varying vesting
dates.
These Share Warrants shall each have an exercise price of 0.16p
per share and an expiry date of 31 December 2023. The vesting of
each tranche of Share Warrants is subject to the recipient still
being retained by the Company on the vesting date and not being
under notice (unless otherwise determined at the discretion of the
Board).
In aggregate, therefore, a total of 155 million EMI Share
Options or Share Warrants are granted to the Directors as referred
to above, albeit that these EMI Share Options and Share Warrants
will vest in stages over a period of two and a quarter years, up to
and including 31 December 2022. As such, there is no certainty that
all these EMI Share Options and Share Warrants will vest and
therefore be capable of exercise. Together with share options and
share warrants previously issued to the Directors, the total number
of share options and share warrants granted to the Directors (both
vested and unvested) represent approximately 7.5 per cent. of the
current issued share capital of the Company.
These grants of EMI Share Options and Share Warrants to
Directors are deemed to be a related party transaction for the
purposes of Rule 13 of the AIM Rules. Mr Manuel Lamboley, being the
sole independent director of the Company for the purposes of these
grants, considers, having consulted with the Company's Nominated
Adviser, that the terms of the grants are fair and reasonable in so
far as the Shareholders are concerned.
Issue of Shares to Contractors
The Company announces that it has settled certain fees to
contractors by the issue of a total of 17,857,143 new ordinary
shares in accordance with the terms of the relevant contracts.
Admission to AIM
Application will be made for the 17,857,143 new ordinary shares
to be admitted to trading on AIM ("Admission"). It is expected that
Admission of the new ordinary shares will become effective at 8.00
a.m. on or around 4 September 2020. The new ordinary shares will be
issued credited as fully paid and will rank in full for all
dividends and other distributions declared, made or paid after
Admission and will otherwise rank on Admission pari passu in all
respects with the existing ordinary shares.
Total Voting Rights
Following Admission, the total number of ordinary shares in
issue will be 4,991,433,448. The Company does not hold any ordinary
shares in treasury. Therefore, the total number of ordinary shares
with voting rights will be 4,991,433,448. This figure may be used
by shareholders in the Company as the denominator for the
calculations by which they will determine if they are required to
notify their interest in, or a change to their interest in, the
share capital of the Company under the Financial Conduct
Authority's Disclosure and Transparency Rules.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014.
For further information please contact:
Alba Mineral Resources plc
George Frangeskides, Executive Chairman +44 20 3907 4297
Cairn Financial Advisers LLP (Nomad)
James Caithie / Liam Murray / Richard Nash +44 20 7213 0880
First Equity Limited (Broker)
Jason Robertson +44 20 7374 2212
Alba's Project and Investment Portfolio
Project (commodity) Location Ownership
Mining Projects
Amitsoq (graphite) Greenland 90%
----------- ----------
Clogau (gold) Wales 90%
----------- ----------
Inglefield (copper, cobalt,
gold) Greenland 100%
----------- ----------
Limerick (zinc-lead) Ireland 100%
----------- ----------
Melville Bay (iron ore) Greenland 51%
----------- ----------
TBS (ilmenite) Greenland 100%
----------- ----------
Oil & Gas Investments
Brockham (oil) England 5%
----------- ----------
Horse Hill (oil) England 11.765%
----------- ----------
Notification of a Transaction pursuant to Article 19(1) of Regulation
(EU) No. 596/2014
1 Details of the person discharging managerial responsibilities/person
closely associated
------- -----------------------------------------------------------------------------------------------------------
a. Name a) George Frangeskides
b) Michael Nott
----------------------------------------------------------------------------
2 Reason for notification
----------------------------------- ----------------------------------------------------------------------
a. Position/Status a) Executive Chairman
b) Non-Executive Director
----------------------------- ----------------------------------------------------------------------------
b. Initial notification/ Initial
Amendment
----------------------------- ----------------------------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
-----------------------------------------------------------------------------------------------------------
a. Name Alba Mineral Resources PLC
-----------------------------
b. LEI 213800Z1BU53AWR9J329
----------------------------- ----------------------------------------------------------------------------
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 Ordinary Shares
the financial
instrument, type ISIN: GB00B06KBB18
of instrument
Identification
Code
----------------------------- ----------------------------------------------------------------------------
b. Nature of the Grant of share options to George Frangeskides
transaction and grant of warrants to Michael Nott at an
exercise price of 0.16p
----------------------------- ----------------------------------------------------------------------------
c. Price(s) and volume(s) Name Volume(s) Exercise
Price (p)
-----------------------------
a) George Frangeskides 140,000,000 0.16p
----------------------------- ------------ ----------------------------
b) Michael Nott 15,000,000 0.16p
----------------------------- ------------ ----------------------------
d. Aggregated information Options: 140,000,000
- Aggregated Volume Warrants: 15,000,000
- Price Exercise price 0.16p
----------------------------- ----------------------------------------------------------------------------
e. Date of the transaction 01/09/2020
----------------------------- ----------------------------------------------------------------------------
f. Place of the transaction London Stock Exchange, AIM
----------------------------- ----------------------------------------------------------------------------
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END
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