REG - Kodal Minerals PLC - Grant of Share Options

Kodal MineralsAnnouncement

18/08/2022 07:00

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RNS Number : 3961W  Kodal Minerals PLC  18 August 2022

18 August 2022

Kodal Minerals plc

('Kodal Minerals' or the 'Company')

 

Grant of Share Options

 

Kodal Minerals, the mineral exploration and development company focused on
lithium and gold assets in West Africa, announces the grant of Share Options
to certain directors and senior management (the "Management Incentive Awards")
in accordance with its Management Incentive Award Plan.

 

Background to the Management Incentive Awards

As announced on 27 August 2021, the Company's Remuneration Committee
implemented an incentive plan for management aligned with the Group's
objectives and to drive shareholder value.  The Remuneration Committee has
recommended an update to the incentive plan that recognises the contribution
of the team to date in achieving these goals, better fits the evolution of the
Bougouni Lithium Project's (the 'Project') development and sets medium term
production targets.  These milestones incentivise management to achieve first
production of lithium from the Project as soon as practicable to capitalise on
the current high prices caused by the gap between the demand for and the
supply of spodumene concentrate and maintain stable lithium production
thereafter.

 

Details of the Share Options granted to Bernard Aylward, Chief Executive
Officer, and Mohamed Niare, Country Manager, are set out below.  In addition,
Share Options have been granted to the Chairman and the non-executive
directors as recognition of the additional activities undertaken by each
individual in the Company's development.

 

Award of Share Options - Executive and Management team

 

The vesting of the options is linked to the achievement of milestones critical
to the development of the Project and which are expected to realise
significant value for shareholders.

 

Share Options have been granted to Bernard Aylward (CEO) as set out below:

 

 Option Package Awards                                                           Options

 Vesting criteria
                                                                                 Exercise Price     Number
 Securing of finance for the Bougouni mine and completion of all Mali            £0.00300           30,000,000
 Government Agreements, Update and Variation of Mining Licence and Environment
 permitting in relation to the Project
 Receipt of funds from first sale of spodumene concentrate from the Project      £0.00340           40,000,000
 within 18 months of receipt of finance
 175,000 tonnes of spodumene concentrate produced from the Project               £0.00380           60,000,000
 Total                                                                           £0.00349 average   130,000,000

 

Share Options have been granted to Mohamed Niare (Country Manager) as set out
below:

 

 Option Package Awards                                                         Options

 Vesting criteria
                                                                               Exercise Price     Number
 Completion of all Mali Government Agreements, Update and Variation of Mining  £0.00300           7,500,000
 Licence and Environment permitting in relation to the Project
 Receipt of funds from first sale of spodumene concentrate from the Project    £0.00340           7,500,000
 within 18 months of receipt of finance
 175,000 tonnes of spodumene concentrate produced from the Project             £0.00380           10,000,000
 Total                                                                         £0.00344 average   25,000,000

 

The Share Options granted to Bernard Aylward and Mohamed Niare Options have
exercise prices that are at a modest premium to the current prevailing share
price of £0.0026 a lifetime of five years from vesting and vest according to
the performance hurdles indicated above.

 

In the event of a change of control of the Company or a sale of greater than
80% of the interest in the Project, then all Share Options relating to the
financing or permitting hurdle vest immediately, and subsequent options
relating to production vest at 50% due to the removal of this opportunity.
The value of any proposed sale of the Project must have a nominal share value
of greater than £0.0038 for the Share Options to vest.

 

In the event of ceasing employment, all unvested Share Options will lapse.

 

Grant of Share Options for Non-Executive directors

 

Share Options over New Ordinary Shares have been granted to Robert Wooldridge
(Chairman), Charles Joseland (Non-Executive Director) and Qingtao Zeng
(Non-Executive Director). as set out in the table below. The Share Options
will vest in equal tranches with the first one third vesting immediately and
exercisable at £0.0030 per share, and the remaining two thirds vesting in two
equal tranches on the first and second anniversaries of the grant and
exercisable at £0.0034 per share.

 

 Recipient          Share Option Awards

 Robert Wooldridge  100,000,000 options
 Charles Joseland   75,000,000 options
 Qingtao Zeng       130,000,000 options

 

The Share Options have exercise prices which are at a modest premium to the
current prevailing share price of £0.0026 and a lifetime of five years from
vesting.

 

All unvested Share Options will vest immediately on a change of control of the
Company, or sale of greater than 80% of the interest in the Project, so long
as the value of any proposed sale has a nominal share value of greater than
£0.00380p.

 

In the event of ceasing employment, all unvested Share Options will lapse.

 

Overview of current Share Options and other incentivisation arrangements.

 

A total of 470,000,000 Share Options have been granted which, when combined
with existing Share Options, Warrants and Performance Share Rights, represents
7.5% of the current issued share capital of the Company.

 

Following the grant of the Share Options as set out above, Directors and
Mohamed Niare hold the following Share Options, Warrants and Performance Share
Rights.

 

 Name               Share Options  Warrants     Performance Share Rights  TOTAL
 Bernard Aylward    155,000,000    -            145,000,000               300,000,000
 Steven Zaninovich  170,000,000    180,000,000  75,000,000                425,000,000
 Robert Wooldridge  142,500,000    -            -                         142,500,000
 Charles Joseland   85,000,000     -            -                         85,000,000
 Qingtao Zeng       155,000,000    -            -                         155,000,000
 Mohamed Niare      30,000,000     -            30,000,000                60,000,000

 

 

The notification below, which has been made in accordance with the
requirements of the UK Market Abuse Regulation, provides further details.

 

**ENDS**

 

For further information, please visit www.kodalminerals.com or contact the
following:

 

Kodal Minerals plc

Bernard Aylward,
CEO
Tel: +61 418 943 345

 

Allenby Capital Limited, Nominated Adviser

Jeremy Porter/Nick Harriss/Liz
Kirchner
Tel: 020 3328 5656

 

SP Angel Corporate Finance LLP, Financial Adviser & Broker

John Mackay/Adam Cowl
 
Tel: 020 3470 0470

 

St Brides Partners Ltd, Financial PR

Susie Geliher/Ana Ribeiro
 
Tel: 020 7236 1177

 

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

Bernard Aylward    CEO

                                                                   Robert Wooldridge  Chairman
                                                                   Charles Joseland   Non-Executive Director
                                                                   Qingtao Zeng       Non-Executive Director

 

 2    Reason for the notification
 a)   Position/status                                              See 1 a) 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  ordinary shares of 0.03125p

      Identification code                                          GB00BH3X7Y70
 b)   Nature of the transaction                                    Grant of Share Options

 c)   Price(s) and volume(s)

Name               Volume       Exercise Price
                                                                   Bernard Aylward    30,000,000   0.30p

                                                                             40,000,000   0.34p

                                                                             60,000,000   0.38p
                                                                   Robert Wooldridge  100,000,000  *
                                                                   Charles Joseland   75,000,000   *
                                                                   Qingtao Zeng       130,000,000  *

 

                                                                   * One third at 0.30p per share and two thirds at 0.34p per share

 d)   Aggregated information                                       n/a

      - Aggregated volume

      - Price
 e)   Date of the transaction                                      17 August 2022
 f)   Place of the transaction                                     Outside of a trading venue

 

 

2

Reason for the notification

a)

Position/status

See 1 a) 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 Share Options

 

c)

Price(s) and volume(s)

 

 Name               Volume       Exercise Price
 Bernard Aylward    30,000,000   0.30p

                    40,000,000   0.34p

                    60,000,000   0.38p
 Robert Wooldridge  100,000,000  *
 Charles Joseland   75,000,000   *
 Qingtao Zeng       130,000,000  *

 

* One third at 0.30p per share and two thirds at 0.34p per share

 

 

d)

Aggregated information

- Aggregated volume

- Price

n/a

 

e)

Date of the transaction

17 August 2022

f)

Place of the transaction

Outside of a trading venue

 

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