REG - Panthera Resources - Executive Service Agreement Variation

Panthera ResourcesAnnouncement

11/07/2023 08:15

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RNS Number : 6270F  Panthera Resources PLC  11 July 2023

11 July 2023

 

Panthera Resources Plc

("Panthera" or "the Company")

 

Executive Service Agreement Variation

 

Gold exploration and development company Panthera Resources Plc (AIM: PAT),
with gold assets in West Africa and India, announces that the Company has
today agreed to vary certain incentivisation terms of the existing executive
services agreement in place with the Company's CEO, Mark Bolton and the
Company (the "Executive Service Agreement").

 

Background

 

On appointment, Mark Bolton entered into the Executive Service Agreement with
Company, which contained, inter alia, certain terms and conditions outlining
his entitlements under the Company's executive director incentive
arrangements.  These incentive arrangements have subsequently 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.

 

As a result, the Company has agreed to vary the terms of Mark Bolton's
Executive Service Agreement, as such that Mark Bolton shall be entitled to the
automatic grant of three (3) million options, subject to certain condition
precedents outlined below, over new ordinary shares of £0.01 each in the
capital of the Company (the "Ordinary Shares").

 

If the condition precedents outlined below are met, the options to be granted
are exercisable into one new Ordinary Share at a strike price of £0.10 (the
"Strike Price") per Ordinary Share up until 31 March 2024. The strike price of
£0.10 represents approximately a 32 per cent premium to the closing
mid-market price of the Company's Ordinary Shares on 10 July 2023.

 

Accordingly, a total of 3 million options, representing approximately 1.9 per
cent. of the Company's issued share capital could be granted to Mark Bolton
under the revised Executive Service Agreement.

 

Grant of options condition precedents

 

The grant of the options are subject to certain criteria:

a)    the grant of the Bhukia Prospecting Licence and securing the
follow-on permits required to commence drilling; or, if earlier

b)    securing committed litigation finance (that is available for drawdown
by the Company) for a minimum of US$5 million to pursue a claim under the
Australia India Bilateral Investment Treaty.

 

Furthermore, under the amended Executive Service Agreement, partial automatic
grant of these options over new Ordinary Shares can occur earlier if in any
month the weighted average share price exceeds GBP0.20 in which case, Mark
Bolton will be entitled to the grant and subsequent exercise of 150,000
options over new Ordinary Shares out of the 3 million for that month at the
Strike Price.

 

 Name of Director  Options currently held over Ordinary Shares  options currently held over Ordinary Shares as a percentage of current issued  maximum number of options that can be granted  maximum number of options that can be granted as a percentage of current
                                                                share capital                                                                                                                 issued share capital
 Mark Bolton       250,000                                      0.16%                                                                          3,000,000                                      1.94%

 

Related party transaction

 

The variation to the Executive Service Agreement and inclusive of the
entitlement to the potential future grant of the options to Mark Bolton,
subject to certain condition precedents, (the "Variation and Grant of
Options") is deemed to be a related party transaction pursuant to rule 13 of
the AIM Rules for Companies. The directors of the Company, with the exception
of Mark Bolton, having consulted with the Company's nominated adviser, Allenby
Capital Limited, 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 appended further below.

 

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)

Kelly Gardiner / Stefano Aquilino (Sales & Corporate Broking)

 

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)

 

UK Market Abuse Regulation (UK MAR) Disclosure

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.

 

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**

 

 

Annexure

 

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

 a)  Name:                                                         Mark Bolton

 b)  Position/Status:                                              Executive Director

 c)  Initial notification/ Amendment:                              Initial notification

 2   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 £0.01 each in Panthera Resources Plc

     Identification code:

                                                                   2138001B98EG6736XN82

 b)  Nature of the transaction:                                    Amendment to incentive plan pursuant to Executive Service Agreement

 c)  Price(s) and Volume(s):                                       Strike Price: £0.10

                                                                   Maximum volume: 3,000,000

 d)  Aggregated Information:                                       N/A

     - Aggregated Volume

 e)  Date of the transaction:                                      11 July 2023

 f)  Place of the transaction:                                     Outside a trading venue

 

 

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