REG - Andrada Mining Ltd - Issue of Share Options
11/05/2023 07:15
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RNS Number : 0230Z Andrada Mining Limited 11 May 2023
11 May 2023
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via Regulatory Information Service (RIS), this inside information
is now considered to be in the public domain.
Andrada Mining Limited
("Andrada" or the "Company")
Issue of Share Options
Issue of Equity (Shares in lieu of Directors Fees)
Andrada Mining Limited (AIM: ATM), an African technology metals mining company
with a portfolio of mining and exploration assets in Namibia announces that
the Company has today granted options over 41,217,116 ordinary shares of the
Company ("Options") to certain Directors, senior managers, and employees of
the Company, in line with its Long-Term Incentive Scheme ("LTIP"). The LTIP
was established to incentivise and reward individuals whose skills and
extensive experience facilitate the implementation of the Company's strategic
objectives.
Employees were awarded the majority of the options with the balance being
issued to Directors and senior managers of the Company, as detailed below. The
Options are exercisable at a price of 6p per ordinary share. For the employees
and senior managers, the Options can be exercised at any time from 1 May 2026,
for a period of seven years and for the Directors, the Options can be
exercised at any time from 1 May 2028, for a period of seven years, subject to
certain additional conditions being satisfied. In each case, the options will
vest in three tranches and each tranche can only be exercised if the 60-day
Volume Weight Average Price ("60-day VWAP") of the Andrada share price exceeds
the target share price for that tranche. The target share price for the three
tranches are 7p, 8p and 9p respectively. These targets have been created to
ensure that the incentives capture the sustainable improvement in the business
performance. The Options expire in 2033 and are also conditional on the
continued employment of the relevant recipient as an employee of the Company
at the time of exercise.
Until recently, Andrada has been in early production and feasibility study
phase with low cash generative capacity. To that effect, the Company has
remunerated its non-Executive directors with a combination of comparatively
lower fees, and options. However, the Board has resolved to cease
remuneration to non-Executive Directors through the issue of options from the
next financial year and will only pay cash-based remuneration to those
directors going forward.
The options issued to the Directors and PDMRs are as set out as follows:
Name Tranche one vesting at 7p (60-day VWAP) and exercisable in 60 Months from date Tranche two vesting at 8p (60-day VWAP) and exercisable in 60 Months from date Tranche three vesting at 9p (60-day VWAP) and exercisable in 60 Months from Total number of options issued
of grant of grant date of grant
Glen Parsons* 281,149 281,149 281,149 843,447
Non-Executive Director
Laurence Robb* 281,149 281,149 281,149 843,447
Non-Executive Director
Terence Goodlace* 281,149 281,149 281,149 843,447
Non-Executive Director
Michael Rawlinson 281,149 281,149 281,149 843,447
Non-Executive Director
Gida Nikazibwe Sekandi 281,149 281,149 281,149 843,447
Non-Executive Director
Anthony Viljoen* 937,163 937,163 937,163 2,811,489
Chief Executive Officer & Executive Director
Hiten Ooka 702,872 702,872 702,872 2,108,616
Financial Director
Chris Smith 702,872 702,872 702,872 2,108,616
Chief Operations Officer
Frans van Daalen 702,872 702,872 702,872 2,108,616
Chief Strategy Officer
*These directors also benefit from other share options in the Company as
follows: Anthony Viljoen - options over 10,600,000 ordinary shares; Glen
Parsons - options over 4,500,000 ordinary shares; Laurence Robb - options over
4,000,000 ordinary shares and Terrence Goodlace - options over 4,000,000
ordinary shares. More details of these options are set out on page 20 of the
Company's Annual Report for the year ended 28 February 2022.
Shares in lieu of Directors' fees.
In addition, the Company has today issued 1,092,189 Ordinary Shares ("New
Shares") to Mr. Laurence Robb and Mr. Michael Rawlinson, in lieu of their fees
for the financial years ended February 2022 and 2023. This is in accordance
with the terms of their contracts. The associated calculations are set out
below:
Name of NED H1 2022 H2 2022 H1 2023 H2 2023 Total shares in lieu of fees
Fees in lieu of shares: GBP Average closing price GBP for H1 Number of issued shares Fees in lieu of shares: GBP Average closing price GBP for H2 Number of issued shares Fees in lieu of shares: GBP Average closing price GBP for H1 Number of issued shares Fees in lieu of shares: GBP Average closing price GBP for H2 Number of issued shares
Michael Rawlinson 0 - 0 3,500 £0.0544 64,396 10,500 £0.0353 160,852 10,500 £0.0478 219,516 444,764
Laurence Robb £9,000 £0.0578 155,807 9,000 £0.0544 165,189 9,000 £0.0353 137,873 9,000 £0.0478 188,156 647,426
Total 155,807 229 984 298 726 407 672 1,092,189
Application has been made for the admission of the New Shares to trading on
AIM, and the Company expects that the admission will become effective and
dealings in the Warrant Shares will commence at 8.00 a.m. on or around 17 May
2023 ("Admission").
In accordance with the provisions of the Disclosure Guidance and Transparency
Rules (DTR) of the Financial Conduct Authority, the Company confirms that upon
Admission its issued share capital will comprise 1,538,955,533 Ordinary Shares
of no-par value. All of the Company's Ordinary Shares have equal voting rights
and none of the Ordinary Shares are held in treasury. The total number of
voting rights in the Company will therefore be 1,538,955,533 following
Admission.
This total voting rights figure may be used by shareholders as the denominator
for calculations to determine whether they are required to notify their
interests in, or a change to their interest in Andrada under the DTRs. The
notification of dealing forms for the options and issue of equity can be found
below. These notifications are made in accordance with the requirements of the
UK Market Abuse Regulation.
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Glen Parsons
2 Reason for the notification
a) Position/status Non-Executive Director & Chairman
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI · 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 843,447
d) Aggregated information
- Aggregated volume 843,447
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
843,447
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
Details of the person discharging managerial responsibilities/person closely
associated
a) Name Laurence Robb
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 843,447
d) Aggregated information
- Aggregated volume 843,447
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
843,447
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Terence Goodlace
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 843,447
d) Aggregated information
- Aggregated volume 843,447
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
843,447
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Michael Rawlinson
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 843,447
d) Aggregated information
- Aggregated volume 843,447
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
843,447
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Gida Nakazibwe Sekandi
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 843,447
d) Aggregated information
- Aggregated volume 843,447
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Anthony Viljoen
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 Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 2,811,489
d) Aggregated information
- Aggregated volume 2,811,489
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
2,811,489
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Hiten Ooka
2 Reason for the notification
a) Position/status Financial Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 2,108,616
d) Aggregated information
- Aggregated volume 2,108,616
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
2,108,616
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Chris Smith
2 Reason for the notification
a) Position/status Chief Operational Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 2,108,616
d) Aggregated information
- Aggregated volume 2,108,616
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
2,108,616
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Frans van Daalen
2 Reason for the notification
a) Position/status Chief Strategy Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of options
c) Price(s) and volume(s) Price(s) Volume(s)
6p 2,108,616
d) Aggregated information
- Aggregated volume 2,108,616
- Price 6p
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
2,108,616
6p
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
1 Details of the person discharging managerial responsibilities/person closely
associated
a) Name Michael Rawlinson
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code
GG00BD95V148
b) Nature of the transaction Issue of Equity in lieu of fees
c) Price(s) and volume(s) Price(s) Volume(s)
5.44p 64,396
3.53p 160,852
4.78p 219,516
d) Aggregated information
- Aggregated volume 444,764
- Price
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
444,764
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
Details of the person discharging managerial responsibilities/person closely
associated
a) Name Laurence Robb
2 Reason for the notification
a) Position/status Non-Executive Director
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
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 Ordinary share
Identification code GG00BD95V148
b) Nature of the transaction Issue of equity (in lieu of fees)
c) Price(s) and volume(s) Price(s) Volume(s)
5.78p 155,807
5.44p 165,189
3.53p 137,873
4.78p 188,156
d) Aggregated information
- Aggregated volume 647,426
- Price
e) Date of the transaction 11 May 2023
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
647,426
e)
Date of the transaction
11 May 2023
f)
Place of the transaction
XLON, AIM
Andrada Mining Limited +27 (11) 268 6555
Anthony Viljoen, CEO
Sakhile Ndlovu, Head of Investor Relations
Nominated Adviser
WH Ireland Limited +44 (0) 207 220 1666
Katy Mitchell
Corporate Advisor and Joint Broker
H&P Advisory Limited +44 (0) 20 7907 8500
Andrew Chubb
Jay Ashfield
Matt Hanson
Stifel Nicolaus Europe Limited +44 (0) 20 7710 7600
Ashton Clanfield
Callum Stewart
Varun Talwar
Tavistock Financial PR (United Kingdom) +44 (0) 207 920 3150
Emily Moss
Catherine Drummond
Adam Baynes
About Andrada Mining Limited
Notes to editors
Andrada Mining Limited is a London-listed technology metals mining company
with a vision to create a portfolio of globally significant, conflict-free,
production and exploration assets. The Company's flagship asset is the Uis
Mine in Namibia, formerly the world's largest hard-rock open cast tin mine.
Lithium laboratory test work completed during the 2022 calendar year indicated
a high-grade, ultra-low iron lithium petalite concentrate. The test work to
convert lithium petalite concentrate to battery-grade lithium hydroxide was
initiated with Nagrom, a leading Australian processing company, and commercial
engagements with lithium petalite concentrate off - takers are on-going.
An exploration drilling programme is currently underway with the aim of
expanding the tin resource over the fourteen additional, historically mined
pegmatites, all of which occur within a 5 km radius of the current processing
plant. The Company has set a mineral resource target of 200 Mt to be
delineated within the next 5 years. The substantial mineral resource potential
allows the Company to consider economies of scale.
Andrada is managed by a board of directors with extensive industry knowledge
and management team with deep commercial and technical skills. Furthermore,
the Company is committed to the sustainable development of its operations and
the growth of its business. This is demonstrated by how the leadership team
places significant emphasis on creating value for the wider community,
investors, and other key stakeholders. Andrada has established an
environmental, social and governance system which has been implemented at all
levels of the Company and aligns with international standards.
-END-
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