TIDMKEFI
RNS Number : 2860B
Kefi Gold and Copper PLC
09 June 2021
9 June 2021
KEFI Gold and Copper plc
("KEFI" or the "Company")
Modification to Executive Bonus Plan
KEFI (AIM: KEFI), the gold and copper exploration and
development company with projects in the Federal Democratic
Republic of Ethiopia and the Kingdom of Saudi Arabia, announces
that following the announcement made on 7 June 2021 detailing,
inter alia, cash bonuses to be paid to the Company's Executive
Chairman Harry Anagnostaras-Adams, on the achievement of defined
and specific milestones in relation to the Company's Tulu Kapi
project, the Directors have received feedback from certain
shareholders that they wish to see the payment of the bonuses more
explicitly aligned to the achievement of shareholder value.
The Company's Remuneration Committee, comprising KEFI's four
Non-Executive Directors: Mark Tyler (Chairman), Adam Taylor, Norman
Ling and Richard Robinson have considered the feedback received
from shareholders and have concluded that it is appropriate to
modify the milestones for the payment of the cash bonuses to the
Executive Chairman to include a minimum KEFI share price criteria.
Mr Anagnostaras-Adams has agreed to these additional terms.
The milestones for the payment of the cash bonuses to the
Executive Chairman therefore now include defined minimum share
price criteria before they become payable, in addition to the
previously agreed criteria. The additional criteria have been
highlighted in the table below.
Milestones for cash bonus Harry Anagnostaras-Adams
Tranche 1: Arranging a long term project US$500,000
finance facility for the Tulu Kapi
Project and, not later than 31 December
2021, receipt by the Company of at
least the first US$20 million of project
funding. Additionally, Tranche 1 will
only be paid when the closing mid-price
of the Company's shares is above 3.0p
for five consecutive trading days.
-------------------------
Tranche 2: Completion of the Project US$500,000
within the Project budget approved
by the senior lenders. Additionally,
Tranche 2 will only be paid when the
closing mid-price of the Company's
shares is above 4.0p for five consecutive
trading days.
-------------------------
Tranche 3: Upon the sale and physical US$500,000
delivery of 35,000 ounces of gold equivalent.
Additionally, Tranche 3 will only be
paid when the closing mid-price of
the Company's shares is above 5.0p
for five consecutive trading days.
-------------------------
Further Background
The Directors believe that the remuneration of the Company's
officers is generally (and almost without exception) based on the
median for the individuals particular role, location and industry,
based on benchmarking against independent surveys drawn from
industry-wide projects and companies. The Directors look to ensure,
as far as practical, all KEFI management remuneration is positioned
within the mid-range of the relevant comparatives, unless an
exception is approved for specific factors that are considered
reasonable. The remuneration benchmarking is done on the basis of
the total cost to the Company, which aggregates base-remuneration
and short term incentive and long term incentive remuneration,
whether or not realised by the individual.
KEFI is for the most part the manager of joint ventures and
consequently, roles such as the Executive Chairman are spread over
the three principal companies; KEFI, Tulu Kapi Gold Mines Share
Company ("TKGM") in Ethiopia, and Gold & Minerals Ltd
("G&M") in Saudi Arabia. KEFI recovers most of its senior
management costs from the operating joint ventures dependent on
where the individuals' time is actually spent. However,
cost-recovery by KEFI from joint venture companies is only applied
for cash-based remuneration paid to KEFI officers and not for
share-based or option-based remuneration. Therefore, the net cost
of the officer's remuneration to KEFI can vary depending on the
form of payment made to the individual. These factors are taken
into account by the Directors in determining what they believe are
the most appropriate remuneration structures for the Company.
Related Party Transaction
The agreement relating to cash bonuses potentially payable to
the Executive Chairman is considered a related-party transaction
for the purposes of Rule 13 of the AIM Rules for Companies. The
Directors independent of the agreement consider, having consulted
with SP Angel Corporate Finance LLP, the Company's nominated
adviser, that the agreement is fair and reasonable in so far as
KEFI's shareholders are concerned.
Enquiries
KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman) +357 99457843
John Leach (Finance Director) +357 99208130
SP Angel Corporate Finance LLP (Nominated
Adviser and Joint Broker) +44 (0) 20 3470 0470
Jeff Keating, Adam Cowl
Brandon Hill Capital Ltd (Joint Broker) +44 (0) 20 7936 5200
Oliver Stansfield, Jonathan Evans
IFC Advisory Ltd (Financial PR and IR) +44 (0) 20 3934 6630
Tim Metcalfe, Florence Chandler
Notes to Editor
KEFI Gold and Copper plc
KEFI is focused primarily on the advanced Tulu Kapi Gold Project
development project in Ethiopia, along with its pipeline of other
projects within the highly prospective Arabian-Nubian Shield. KEFI
targets that production at Tulu Kapi generates cash flows for
capital repayments, further exploration and expansion as warranted
and, when appropriate, dividends to shareholders.
KEFI in Ethiopia
Ethiopia is currently undergoing a remarkable transformation
both politically and economically.
The Tulu Kapi gold project in western Ethiopia is being
progressed towards development, following a grant of a Mining
Licence in April 2015.
The Company has now refined contractual terms for project
construction and operation, together with assembling the full
funding consortium and set the conditional terms for the
development funding package of c.US$221 million.
Estimates include gold production of c.190,000oz pa. All-in
Sustaining Costs (including operating, sustaining capital and
closure but not including leasing and other financing charges)
remain c. US$800/oz. Tulu Kapi's Ore Reserve estimate totals 15.4Mt
at 2.1g/t gold, containing 1.1Moz.
All aspects of the Tulu Kapi (open pit) gold project have been
reported in compliance with the JORC Code (2012) and subjected to
reviews by appropriate independent experts.
A Preliminary Economic Assessment has been published that
indicates the economic attractiveness of mining the underground
deposit adjacent to the Tulu Kapi open pit, after the start-up of
the open pit and after positive cash flows have begun to repay
project debts. An area of over 1,000 square kilometres adjacent to
Tulu Kapi has been reserved for exploration by KEFI upon
commencement of development, with a view to adding satellite
deposits to development and production plans.
KEFI in the Kingdom of Saudi Arabia
In 2009, KEFI formed Gold & Minerals Limited ("G&M") in
Saudi Arabia with local Saudi partner, ARTAR, to explore for gold
and associated metals in the Arabian-Nubian Shield. KEFI has a 34%
interest in G&M and is the operating partner.
ARTAR, on behalf of G&M, holds over 16 Exploration Licence
(ELA) applications pending the introduction of the new Mining Law.
ELs are renewable for up to three years and bestow the exclusive
right to explore and to obtain a 30-year exploitation (mining)
lease within the area.
The Kingdom of Saudi Arabia has announced policies to encourage
mineral exploration and development, and KEFI Minerals supports
this priority by serving as the technical partner within G&M.
ARTAR also serves this government policy as the major partner in
G&M, which is one of the early movers in the modern resurgence
of the Kingdom's minerals sector.
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