REG - Panthera Resources - CEO Incentive Package

Panthera ResourcesAnnouncement

29/07/2024 18:15

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RNS Number : 2821Y  Panthera Resources PLC  29 July 2024

The information contained within this announcement is deemed by the Company to
constitute inside information for the purposes of Regulation 11 of the Market
Abuse (Amendment) (EU Exit) Regulations 2019/310. Upon the publication of this
announcement via a Regulatory Information Service ("RIS"), this inside
information is now considered to be in the public domain.

 

29 July 2024

 

Panthera Resources Plc

("Panthera" or "the Company")

 

CEO Incentive Package

 

Gold exploration and development company Panthera Resources Plc (AIM: PAT),
with assets in West Africa and India, announces that the board of directors of
Panthera (the "Board") has today agreed to a new incentive package for the
Company's CEO, Mark Bolton.

 

Background

 

On appointment, Mark Bolton entered an executive service agreement with the
Company, which contained, inter alia, certain terms and conditions outlining
his entitlements under the Company's executive director incentive
arrangements. These incentive arrangements, including a subsequent one-year
extension, have since expired.

 

The Board recognises the importance of aligning the executive directors'
long-term interests with that of the Company's shareholders, including
through, amongst other ways, the encouragement of increasing long-term
shareholder value.

 

Issue of Options

 

The Company has agreed to a new incentive arrangement with Mr Bolton
comprising the grant of 4.5 million options, subject to certain vesting
conditions outlined below, over new ordinary shares of £0.01 each in the
capital of the Company (the "Ordinary Shares").

 

If the conditions outlined below are met, each of the options is exercisable
into one new Ordinary Share. The weighted average strike price of
approximately £0.15 represents approximately a 100 per cent premium to the
closing mid-market price of the Company's Ordinary Shares on 29 July 2024.

 

The 4.5 million options represent approximately 2.3 per cent of the Company's
current issued share capital.

 

Vesting Conditions

 

 Number of Options  Exercise Price  Vesting Date  Expiry Date
 500,000            8.0p            29 July 2024  31 March 2027
 1,000,000          12.5p           1 April 2025  31 March 2029
 1,000,000          15.0p           1 April 2026  31 March 2029
 1,000,000          17.5p           1 April 2027  31 March 2029
 1,000,000          20.0p           1 April 2028  31 March 2029

 

Each tranche of options may be exercised at the applicable Exercise Price
(outlined above) and on or after the first date on which any of the following
events occurs:

·           the applicable Vesting Date to the tranche of options;

·           an agreed settlement with the Government of India on
the Bhukia Arbitration;

·           an award in favour of the Company or one or more
subsidiaries of the Company in the Bhukia Arbitration; or

·           Announcement of a proposed Sale.

A Sale is defined as:

·           following a General Offer, the unconditional
acquisition of Control of the Company; or

·           a change of Control of the Company arising as a result
of any person becoming the beneficial owner of all the shares in the Company

 

Following today's grant, Mark Bolton will hold in aggregate 4,750,000 options
over new Ordinary Shares. This represents 2.4 per cent of the Company's
current issued share capital.

 

Commenting on the Issue of Options, Mike Higgins, Chairman of Panthera said:

 

"We are delighted to have agreed this new incentive agreement with Mark
Bolton. His service to the Company over the past four years has been
exemplary, sometimes in difficult market conditions as well as managing the
complex, international legal challenge over our Bhukia rights. We trust that
his work in this regard will lead to a positive result for the benefit of all
shareholders."

 

Related Party Transaction

 

The issue of options over new Ordinary Shares to Mark Bolton (the "Issue of
Options") is deemed to be a related party transaction pursuant to rule 13 of
the AIM Rules for Companies (together the "Transaction"). Accordingly,
Catherine Apthorpe, Timothy Hargreaves, Michael Higgins and David Stein (being
the directors of the Company not taking part in the Transaction) consider,
having consulted with the Company's nominated adviser, Allenby Capital, that
the terms of the Transaction are fair and reasonable insofar as the Company's
shareholders are concerned.

 

The FCA notification, made in accordance with the requirements of the UK
Market Abuse Regulation, is set out at the end of this announcement.

 

Contacts

 

Panthera Resources PLC

Mark Bolton (Managing
Director)
+61 411 220 942

 
contact@pantheraresources.com

 

Allenby Capital Limited (Nominated Adviser & Joint
Broker)             +44 (0) 20 3328 5656

John Depasquale / Vivek Bhardwaj (Corporate
Finance)

Guy McDougall / Kelly Gardiner

 

Novum Securities Limited (Joint
Broker)
+44 (0) 20 7399 9400

Colin
Rowbury

 

Subscribe for Regular Updates

 

Follow the Company on Twitter at @PantheraPLC
(https://twitter.com/PantheraPlc)

 

For more information and to subscribe to updates visit: pantheraresources.com
(http://pantheraresources.com)

 

Forward-looking Statements

This news release contains forward-looking statements that are based on the
Company's current expectations and estimates. Forward-looking statements are
frequently characterised by words such as "plan", "expect", "project",
"intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other
similar words or statements that certain events or conditions "may" or "will"
occur. Such forward-looking statements involve known and unknown risks,
uncertainties and other factors that could cause actual events or results to
differ materially from estimated or anticipated events or results implied or
expressed in such forward-looking statements. Such factors include, among
others: the actual results of current exploration activities; conclusions of
economic evaluations; changes in project parameters as plans continue to be
refined; possible variations in ore grade or recovery rates; accidents, labour
disputes and other risks of the mining industry; delays in obtaining
governmental approvals or financing; and fluctuations in metal prices. There
may be other factors that cause actions, events or results not to be as
anticipated, estimated or intended. Any forward-looking statement speaks only
as of the date on which it is made and, except as may be required by
applicable securities laws, the Company disclaims any intent or obligation to
update any forward-looking statement, whether as a result of new information,
future events or results or otherwise. Forward-looking statements are not
guarantees of future performance and accordingly, undue reliance should not be
put on such statements due to the inherent uncertainty therein.

 

**ENDS**

 

Notification and public disclosure of transactions by persons discharging
managerial responsibilities and persons closely associated with them:

 

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

 2    Reason for the notification
 a)   Position/status                                              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                                                         Panthera Resources Plc

 b)   LEI                                                          213800IB98EG6736XN82

 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 1p each in Panthera Resources Plc ("Ordinary Shares")

      Identification code                                          Identification code (ISIN) for Ordinary Shares:

                                                                   GB00BD2B4L05

 b)   Nature of the transaction                                    Grant of options over new Ordinary Shares

 c)   Price(s) and volume(s)

Number of Options  Exercise Price
                                                                   500,000            8.0p

                                                            1,000,000          12.5p
                                                                   1,000,000          15.0p

                                                            1,000,000          17.5p
                                                                   1,000,000          20.0p

 

 d)   Aggregated information

      - Aggregated volume                                          -       see above

      - Price                                                      -       see above
 e)   Date of the transaction                                      29 July 2024
 f)   Place of the transaction                                     Outside a trading venue

 

 

d)

Aggregated information

- Aggregated volume

- Price

 

-       see above

-       see above

e)

Date of the transaction

29 July 2024

f)

Place of the transaction

Outside a trading venue

 

 

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