Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have been deemed inside information for the purposes of Article 7 of Regulation (EU) No 596/2014 until the release of this announcement.
25 August 2017
Strategic Minerals plc
("Strategic Minerals" or the "Company" or "SML")
Proposed Directors and Management Options Programme
Targeting Market Capitalisation of £100m and Share Price of £0.10
Strategic Minerals plc (AIM: SML; USOTC: SMCDY), the diversified mineral production and development company, announces that its Board has proposed the implementation of an options programme designed to incentivise the Board and Management of the Company to target, over the next five years, a market capitalisation of £100m and progressing onto a share price of £0.10 ("Options Programme"). The Options Programme is subject to shareholder ratification at the Company's General Meeting to be held on 24 October 2017.
With the recent vesting of Board and Management options, the Board has received a number of enquiries, from shareholders and the general market, as to the future direction of the Company and how the Board and Management would be incentivised to achieve market capitalisation and share price growth. Accordingly, the Board has reviewed market capitalisation and share price targets, over a five year time horizon, and has developed an Options Programme, consisting of three Tranches, designed to incentivise Directors and Management to achieve market capitalisation and share price growth over this period.
The three Tranches and vesting conditions proposed are:
Tranche |
Number of Options |
Vesting Price |
Exercise Price |
Maturity Date |
1 |
120,000,000 |
£0.055 |
£0.0275 |
30 June 2020 |
2 |
55,000,000 |
£0.075 |
£0.0375 |
30 June 2021 |
3 |
25,000,000 |
£0.100 |
£0.0500 |
30 June 2022 |
Apart from each Tranche having specific price vesting requirements, the Company has adopted an overarching vesting requirement which ensures that the Company cannot, at any point in time, have unexercised options exceeding 10% of the Company's issued shares (currently 1,245,825,560). Under this vesting criterion, it is possible to have Tranches partially vested and this would be applied pro-rata to option holders.
On average, the Tranches provide the option holders the ability to participate in less than 11% of the increase in market capitalisation, starting from £0.03 (incorporated in current vested options) and prior to any dilution effects.
As the bulk of these options are for the Board, it is considered appropriate that the adoption of this proposal be ratified by shareholders at a General Meeting to be held in London on 24 October 2017 at a venue to be confirmed. It is currently intended that 30% of each Tranche will be allocated to the Managing Director, John Peters, 20% to the Non-Executive Chairman, Alan Broome and another 20% to Non-Executive Director Peter Wale.
Upon the Tranches being confirmed by shareholders, the Board will have the authority to allocate the balance of the options as it sees fit between Directors and Management.
Related Party Transaction
The grant of the options is a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
Given that no Directors are deemed to be independent of the grant of the options, SP Angel Corporate Finance LLP, the Company's nominated adviser, considers that the grant of the Executive Options is fair and reasonable insofar as the shareholders of the Company are concerned.
Commenting, John Peters, Managing Director of Strategic Minerals, said:
"Under current management, the Company has a successful track record of identifying ambitious targeted market capitalisations and share prices and then enacting strategies that result in these being achieved. The proposed new options reflect the Board and Management's view of growth in shareholder value that can be achieved over the medium term. This sets the framework in which the Company's strategies will be developed.
The distribution of options amongst Directors reflects the cohesive, balanced and proven team that has been established at Board level and the contribution of all in helping to deliver results for shareholders.
The Board and Management relish the challenge inherent in these targets and look forward to delivering once again through the continued development of our diversified global mining portfolio consisting of our cash generative Cobre magnetite stockpile operation in New Mexico; Redmoor tin-tungsten exploration project in Cornwall, UK; and CARE tenements in Western Australia prospective for cobalt, nickel laterites and nickel sulphides."
For further information, please contact:
Notes to Editors
Strategic Minerals Plc is an AIM-quoted, diversified mineral development and production company with projects in the United States of America, the UK and Australia. The Company is focused on acquiring and developing cash generative, high quality projects which meet local market demand for commodities and utilising this cash flow to undertake value added exploration.
In September 2011, Strategic Minerals purchased its first cash generating asset; the Cobre magnetite tailings dam project in New Mexico, USA which it brought into production in 2012 and which continues to provide a revenue stream for the Company. The portfolio was expanded in January 2016 with the acquisition of shares in Central Australian Rare Earths Pty Ltd, which holds tenements in Western Australia and the Northern Territory that are prospective for cobalt, gold, nickel sulphides and rare earths. The Company has since acquired all shares in Central Australian Rare Earths Pty Ltd. In May 2016, an additional exploration asset was acquired when the company entered into an agreement with New Age Exploration Limited to acquire up to 50% of the Redmoor Tin/Tungsten project in Cornwall, UK. This 50% acquisition has now been completed and drilling at the project has commenced.
