REG - Savannah Resources - Equity Incentive Plan

Savannah ResourcesAnnouncement

28/07/2025 07:00

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RNS Number : 7676S  Savannah Resources PLC  28 July 2025

 

28 July 2025

Savannah Resources Plc

(AIM: SAV, FWB: SAV and SWB: SAV) ('Savannah' or the 'Company')

 

Equity Incentive Plan

 

Savannah Resources plc, the developer of the Barroso Lithium Project (the
'Project') in Portugal, one of the European Commission's 'Strategic Projects'
under the Critical Raw Materials Act and Europe's largest spodumene lithium
deposit, announces that upon the recommendation of the Company's Nomination
and Remuneration Committee it has implemented a new Equity Incentive Plan (the
"Equity Incentive Plan") which has been designed to incentivise the Company's
Executive Leadership and other key individuals (together, the "Participants")
while aligning goals with the creation of long term shareholder value and
preserving cash in the short term.

 

Following its implementation, a number of share options have been granted to
Participants pursuant to the long-term incentive plan component of the Equity
Incentive Plan (the "LTIP"), details of which are set out below.

 

Equity Incentive Plan

The Equity Incentive Plan replaces the Company's Long Term Incentive Plan
which was established in March 2019 (and revised in June 2021) to encourage
long-term value creation for Savannah's shareholders and to align the
interests of the Participants with shareholders. Awards under the LTIP take
the form of options over the Company's ordinary shares ("Shares") ("Options").
The Board believes the LTIP will incentivise the Participants and will also
help Savannah to attract and retain talented individuals in the future, as the
Company expedites the development of the Project towards production. The
Equity Incentive Plan also includes a short-term incentive plan ("STIP")
component so that 50% of the Company's KPI driven annual bonus can be settled
by the grant of Options, with positive impacts in both strategic alignment and
cash conservation within the Company.

 

The LTIP is a share option scheme of the kind commonly adopted by listed
companies. Vesting conditions are attached to the Options and are subject to
several market standard specific exceptions. The Equity Incentive Plan allows
for up to 7.5% of the Company's issued share capital to be allocated to
employees, which is the same as the previous Long Term Incentive Plan. The
Equity Incentive Plan has been designed to meet the requirements of applicable
regulations in Portugal.

 

The section "LTIP Review and Grant 2025" below details the total quantity of
Options being granted under the LTIP, which is equivalent to 2.97% of the
Company's issued share capital, following which the total number of Options in
issue under the previous Long Term Incentive Plan (since 2019) and the Equity
Incentive Plan LTIP is equivalent to 4.30% of the Company's current issued
share capital.

 

 

LTIP Review and Grant 2025

The Company's Nomination and Remuneration Committee undertook a review of the
appropriate awards to grant Options under the Company's LTIP. This review
included advice from leading remuneration consultancy, Alvarez and Marsal. The
Options' duration is eight years, with the vesting performance conditions
related to the delivery of the three key post DFS Project milestones: i)
on-time delivery of Final Investment Decision; ii) on-time delivery of the
Project; iii) on-budget delivery of the Project, with the exact parameters for
i) to be set at DFS and for ii) and iii) to be set at Final Investment
Decision. The quantities of Options which will actually vest shall be 75% for
meeting the relevant performance condition target, but can increase up to 100%
if the relevant performance condition target is exceeded, and would decrease
(potentially to zero) based on a minimum threshold being applied. The Options
shall be nominal cost options with an exercise price of 1.0 pence.

 

Table 1 below sets out the Options which have been granted to the Executive
Leadership Team and other Participants, all in accordance with the
aforementioned conditions (except for 1,530,000 Options which vest based upon
Project Finance milestones and 132,896 which vest immediately, and the
duration for both of which is five years). The total quantity of Options being
granted is 68,552,896, which is equivalent to 2.97% of issued Shares in the
Company. The Company does not expect to grant further Options to the
Participants included in these grants in the next three years.

 

Table 1 - Summary of Options being granted and existing Options

 

 Participant              Options Grant Quantity  Options Grant as % of Issued Share Capital  Existing Options Quantity  Total Options Quantity  Total Options as % of Issued Share Capital
 Executive Leadership
 Chief Executive Officer  26,000,000              1.13%                                       0                          26,000,000              1.13%

 Emanuel Proença
 Chief Financial Officer  11,000,000              0.48%                                       0                          11,000,000              0.48%

 Henrique Freire
 Chief Technical Officer  10,200,000              0.44%                                       7,250,000                  17,450,000              0.76%

 Dale Ferguson
 Chief Corporate Officer  10,200,000              0.44%                                       6,670,000                  16,870,000              0.73%

 Michael McGarty
 Sub Total                57,400,000              2.49%                                       13,920,000                 71,320,000              3.09%
 Other                    11,152,896              0.48%                                       16,894,380                 28,047,276              1.21%
 Total                    68,552,896              2.97%                                       30,814,380                 99,367,276              4.30%

 

The 26,000,000 Options for the Chief Executive Officer includes the
substitution for the 20,000,000 Options which were announced upon his
appointment in September 2023, but which were never granted.

 

Bruce Griffin, the Chair of Savannah's Nominations and Remuneration Committee
said: "The appointment of Rick Anthon to the Board last year, coupled with my
appointment as Chair of the Nominations and Remuneration Committee provided a
period of reflection on the leadership team's remuneration. With support from
the Head of HR, who is highly experienced in equity incentive schemes, and the
leading remuneration consultancy, Alvarez and Marsal, we have refined
Savannah's remuneration framework. The new Equity Incentive Plan retains the
same cap of 7.5% of issued share capital, but is extended to include the
settlement of 50% of the annual bonus for the Participants and certain
employees, thus conserving Savannah's cash and further aligning the leadership
and team with shareholders' interests."

 

PDMR Notification

 

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                                                         1.    Emanuel Proença

                                                                   2.    Henrique Freire

                                                                   3.    Dale Ferguson

                                                                   4.    Michael McGarty
 2    Reason for the notification

 a)   Position/status                                              1.    Chief Executive Officer

                                                                   2.    Chief Financial Officer

                                                                   3.    Chief Technical Officer

                                                                   4.    Chief Corporate Officer
 b)   Initial notification /Amendment                              Initial notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name                                                         Savannah Resources Plc

 b)   LEI                                                          213800UCK16HW5KKGP60

 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

                                                                   nominal cost Options of 1.0 pence

                                                                   ISIN: GB00B647W791
 b)   Nature of the transaction                                    Grant of options of 1.0 pence each in respect of the LTIP component of the
                                                                   Company's Equity Incentive Plan.

 c)   Price(s) and volume(s)                                       Price(s)     Volume(s)
                                                                   1.   1.0 pence   26,000,000
                                                                   2.   1.0 pence   11,000,000
                                                                   3.   1.0 pence   10,200,000
                                                                   4.   1.0 pence   10,200,000
 d)   Aggregated information

      Aggregated volume

                                                                   57,400,000

      Price

                                                                   1.0 pence

 e)   Date of the transaction(s)                                   28 July 2025
 f)   Place of the transaction                                     Off-market transaction

d)

Aggregated information

 

Aggregated volume

 

Price

 

 

 

57,400,000

 

1.0 pence

 

e)

Date of the transaction(s)

28 July 2025

f)

Place of the transaction

Off-market transaction

 

Regulatory Information

This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.

 

Savannah - Enabling Europe's energy transition.

 

**ENDS**

 

Follow @SavannahRes on X (Formerly known as Twitter)

 

Follow Savannah Resources on LinkedIn

 

 

For further information please visit www.savannahresources.com or contact:

 

 Savannah Resources PLC                                                  Tel: +44 20 7117 2489

 Emanuel Proença, CEO

 SP Angel Corporate Finance LLP (Nominated Advisor & Joint Broker)       Tel: +44 20 3470 0470

 David Hignell/ Charlie Bouverat (Corporate Finance)

 Grant Barker/Abigail Wayne (Sales & Broking)

                                                                         Tel: +44 20 7523 8000

 Canaccord Genuity Limited (Joint Broker)

 James Asensio / Charlie Hammond (Corporate Broking)

 Ben Knott (Sales)

 Portugal Media Relations

 António Neves Costa (Communications Manager)                            Tel: +351 962 678 912

 

About Savannah

Savannah Resources is a mineral resource development company and the sole
owner of the Barroso Lithium Project (the 'Project') in northern Portugal. The
Project is the largest battery-grade spodumene lithium resource outlined to
date in Europe and was classified as a 'Strategic Project' by the European
Commission under the Critical Raw Materials Act in March 2025.

 

Through the Project, Savannah will help Portugal to play an important role in
providing a long-term, locally sourced, lithium raw material supply for
Europe's lithium battery value chain. Once in operation, the Project will
produce enough lithium (contained in c.190,000tpa of spodumene concentrate)
for approximately half a million vehicle battery packs per year and hence make
a significant contribution towards the European Commission's Critical Raw
Material Act goal of a minimum 10% of European endogenous lithium production
from 2030. Savannah is focused on the responsible development and operation of
the Barroso Lithium Project so that its impact on the environment is minimised
and the socio-economic benefits that it can bring to all its stakeholders are
maximised.

 

The Company is listed and regulated on the AIM Market of the London Stock
Exchange and trades under the ticker "SAV".

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