REG - Alba Mineral Resrcs. - Grant of Share Options

Alba Mineral ResourcesAnnouncement

11/12/2023 07:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231211:nRSK2555Wa&default-theme=true

RNS Number : 2555W  Alba Mineral Resources PLC  11 December 2023

Alba Mineral Resources plc

("Alba" or the "Company")

Grant of Share Options

 

Alba Mineral Resources plc (AIM: ALBA) (the "Company" or "Alba") announces the
cancellation and re-issue of certain share options to management as well as
the grant of certain new share options.

In aggregate, as set out below, a total of 313 million share options to
management have been cancelled and have been replaced with a total of 360
million new share options. An options pool has also been created comprising 40
million share options which may be awarded to non-management employees in the
future.

The total number of share options granted to management represents
approximately 5.17 per cent. of the current undiluted issued share capital of
the Company, compared with 7.5 per cent. as at the date of grant of the
previous awards in August 2020.

 

Table 1: Changes to Existing Share Option Awards

 Participant          Existing Options cancelled                                                   New Options granted
 Mark Austin¹         30 million unapproved options at 0.16p (expiry December 2023)                60 million EMI options at 0.16p (vesting immediately, expiry August 2030)
 George Frangeskides  140 million EMI options at 0.16p (expiry August 2030)²                       140 million EMI options at 0.16p (vesting immediately, expiry August 2030)

                      60 million EMI options at 0.4p (vested, expiry January 2027) and 60 million  60 million unapproved options at 0.4p (vested, expiry January 2027) and 60
                      EMI options at 0.42p (vested, expiry May 2028)³                              million unapproved options at 0.42p (vested, expiry May 2028)
 Elizabeth Henson     8 million unapproved options at 0.5p (expiry December 2023)                  20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                   2030)
 Mike Nott            15 million unapproved options at 0.16p (expiry December 2023)                20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                   2030)
 Sarah Potter⁴        None                                                                         None

 

Table 2: New Share Option Awards

 Participant       Options granted
 Employee pool⁵    40 million EMI options at 0.16p available for grant to employees

 

Notes:

¹ Since the last share option award in August 2020, Mr Austin has become the
Company's COO and Senior Geologist and is eligible for an EMI option award.

² The EMI options awarded to Mr Frangeskides in August 2020 were not validly
issued as EMI options and have therefore been cancelled and re-issued.

³ The share options issued to Mr Frangeskides in 2017 and 2018, which have
fully vested, do not qualify as EMI options and have therefore been cancelled
and re-issued as fully vested unapproved share options on the same terms.

⁴ The 60 million EMI options issued to Ms Potter, the Company's CFO, in
August 2020 are unchanged and remain valid in accordance with their terms on
grant.

⁵ An options pool of 40 million share options ("Options Pool") has been
created to incentivise non-management employees of the Company. If issued, in
whole or in part, in the future, the share options in the Options Pool will be
awarded as either EMI options or unapproved options, at an exercise price at
the higher of 0.16p per share and the volume weighted average closing price of
Alba shares in the five trading days prior to the option grant, with an expiry
date and vesting terms to be determined by the Board on a case-by-case basis.

 

The above share option grants have been issued subject to the terms and
conditions of the EMI Scheme Rules, which rules govern the issue by the
Company of both EMI share options and unapproved share options.

In summary, whilst the Company is of the view that it is important to
regularly review the Company's share option schemes and awards so as to
appropriately incentivise management and employees in the creation of
shareholder value, the Board is also acutely aware of the present difficult
market conditions for Alba shareholders, in common with investors generally
(with the AIM All Share Index having fallen circa 45% since September 2021).
In order, therefore, to strike an appropriate balance between these factors,
these Alba share option awards have been held at the exercise price of the
last awards in 2020, namely 0.16p. This represents a premium of circa 80% over
the closing price of Alba shares on the last trading date, 7 December 2023,
which was 0.09p, and is therefore a significantly increased hurdle, relative
to the current share price, compared to the premium of 23% which applied at
the time of the last 0.16p share option awards in 2020 when the share price
was 0.13p.

The above share option awards to the Directors are deemed to be a related
party transaction for the purposes of Rule 13 of the AIM Rules. As there are
no independent directors to provide the fair and reasonable statement required
by AIM Rule 13, the Company's Nominated Adviser, SPARK Advisory Partners
Limited, considers that the terms of the grant of options are fair and
reasonable insofar as the Company's shareholders are concerned.

 

This announcement contains inside information for the purposes of the UK
Market Abuse Regulation and the Directors of the Company are responsible for
the release of this announcement.

For further information, please visit www.albamineralresources.com
(http://www.albamineralresources.com/)  or contact:

 Alba Mineral Resources plc                 +44 (0) 20 3950 0725

 George Frangeskides, Executive Chairman
 SPARK Advisory Partners Limited (Nomad)    +44 (0) 20 3368 3555

 Andrew Emmott
 CMC Markets plc (Broker)                   +44 (0) 20 3003 8632

 Thomas Smith / Douglas Crippen

 

 Alba's Projects & Investments
 Projects Operated by Alba          Location   Ownership
 Clogau (gold)                      Wales      100%
 Dolgellau Gold Exploration (gold)  Wales      100%
 Gwynfynydd (gold)                  Wales      100%
 Investments Held by Alba           Location   Ownership
 GreenRoc Mining Plc (mining)       Greenland  37.49%
 Horse Hill (oil)                   England    11.765%

 

 

PDMR dealing notifications

The following notification is provided in accordance with the requirements of
the UK Market Abuse Regulation.

 1    Details of the person discharging managerial responsibilities / person closely
      associated
 a)   Name

Mark Austin           PDMR

                                                                   George Frangeskides   Director

                                                                   Mike Nott             Director

                                                                   Elizabeth Henson      Director
 2    Reason for the notification
 a)   Position/status                                              See 1(a) above for all positions - classified as PDMRs of the Company
 b)   Initial notification /Amendment                              Initial Notification
 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 the financial instrument, type of instrument

Participant          Existing Options cancelled                                                   New Options granted
                                                                   Mark Austin          30 million unapproved options at 0.16p (expiry December 2023)                60 million EMI options at 0.16p (vesting immediately, expiry August 2030)
                                                                   George Frangeskides  140 million EMI options at 0.16p (expiry August 2030)                        140 million EMI options at 0.16p (vesting immediately, expiry August 2030)

                                                                              60 million EMI options at 0.4p (vested, expiry January 2027) and 60 million  60 million unapproved options at 0.4p (vested, expiry January 2027) and 60
                                                                              EMI options at 0.42p (vested, expiry May 2028)                               million unapproved options at 0.42p (vested, expiry May 2028)
                                                                   Elizabeth Henson     8 million unapproved options at 0.5p (expiry December 2023)                  20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                                    2030)
                                                                   Mike Nott            15 million unapproved options at 0.16p (expiry December 2023)                20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                                    2030)

      Identification code                                          GB00B06KBB18

 b)   Nature of the transaction                                    Award of Performance Rights, Retention Rights, Co-Investment Options
 c)   Price(s) and volume(s)                                       See 4 (a) above
 d)   Aggregated information                                       n/a - single transaction

      Volume

      Price
 e)   Date of the transaction                                      10/12/2023
 f)   Place of the transaction                                     Outside a trading venue

2

Reason for the notification

a)

Position/status

See 1(a) above for all positions - classified as PDMRs of the Company

b)

Initial notification /Amendment

Initial Notification

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 the financial instrument, type of instrument

 

 Participant          Existing Options cancelled                                                   New Options granted
 Mark Austin          30 million unapproved options at 0.16p (expiry December 2023)                60 million EMI options at 0.16p (vesting immediately, expiry August 2030)
 George Frangeskides  140 million EMI options at 0.16p (expiry August 2030)                        140 million EMI options at 0.16p (vesting immediately, expiry August 2030)

                      60 million EMI options at 0.4p (vested, expiry January 2027) and 60 million  60 million unapproved options at 0.4p (vested, expiry January 2027) and 60
                      EMI options at 0.42p (vested, expiry May 2028)                               million unapproved options at 0.42p (vested, expiry May 2028)
 Elizabeth Henson     8 million unapproved options at 0.5p (expiry December 2023)                  20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                   2030)
 Mike Nott            15 million unapproved options at 0.16p (expiry December 2023)                20 million unapproved options at 0.16p (vesting immediately, expiry August
                                                                                                   2030)

Identification code

GB00B06KBB18

b)

Nature of the transaction

Award of Performance Rights, Retention Rights, Co-Investment Options

c)

Price(s) and volume(s)

See 4 (a) above

d)

 

Aggregated information

Volume

Price

n/a - single transaction

e)

Date of the transaction

10/12/2023

f)

Place of the transaction

Outside a trading venue

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHFFAFUSEDSEFE