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.
9 August 2018
Strategic Minerals plc
("Strategic Minerals" or the "Company")
Exercise of Directors' Options, Issue of Equity and Grant of New Options
Strategic Minerals plc (AIM: SML; USOTC: SMCDY), a producing mineral company actively developing projects prospective for battery materials, is pleased to announce that certain of its Directors namely, John Peters, Peter Wale and Alan Broome, have exercised 6,500,000 vested options. The Company also announces that it has allocated to certain Directors and key personnel the bulk of the remaining options in the programme approved by shareholders at the General meeting held on 19 October 2017 (further details of which are set out in the announcements dated 25 August 2017 and 3 October 2017).
Options Exercise
John Peters, Peter Wale and Alan Broome have notified the Company of their exercise of vested 30 June 2019 options, and have supplied payment of £0.01 per ordinary share of 0.1 pence each in the capital of the Company ("Ordinary Share"). In relation to the existing vested options, John Peters has subscribed for 3,000,000 new Ordinary Shares, Peter Wale has subscribed for 2,000,000 new Ordinary Shares and Alan Broome has subscribed for 1,500,000 new Ordinary Shares.
Upon allocation of these new Ordinary Shares, Peter Wale will hold 50,364,000 Ordinary Shares, with no outstanding vested options, John Peters will hold 33,500,000 Ordinary Shares, with 17,000,000 30 June 2019 vested options outstanding and Alan Broome will hold 4,647,319 Ordinary Shares, with 1,500,000 30 June 2019 vested options outstanding. After issuance of the new Ordinary Shares, Peter Wale, John Peters and Alan Broome will hold 3.64%, 2.42% and 0.34% of the Company's issued share capital respectively.
Issue of Equity
Application will be made for 6,500,000 new Ordinary Shares to be admitted to trading on the AIM market of the London Stock Exchange ("Admission"). Admission of these new Ordinary Shares is expected to occur on or around 15 August 2018.
Following the issue of new Ordinary Shares in connection with the above share option exercise, the total issued share capital of the Company consists of 1,382,693,127 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company is 1,382,693,127 and this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the FCA's Disclosure and Transparency Rules.
Grant of New Options
The Board of the Company has agreed, under the terms of the shareholder approved option programme, to grant options to certain Directors of the Company, namely Jeffery Harrison and Peter Wale, and to key personnel across the Company's four major areas of operation. These have been allocated in all three option tranches:
· Tranche 1 - Vesting Price £0.0550, Exercise Price £0.0275, Maturity 30/06/20
· Tranche 2 - Vesting Price £0.0750, Exercise Price £0.0375, Maturity 30/06/21
· Tranche 3 - Vesting Price £0.1000, Exercise Price £0.0500, Maturity 30/06/22
Following the grant of a total of 50,750,000 options across the three tranches the total number of options outstanding in the capital of the Company is 197,250,000 of which 18,500,000 are deemed to have vested. The full break down of new options granted appears in Table 1.
Management, as ratified by the Board, has also indicated to employees and strategic consultants that, subject to performance, a similar grant of options will be made one year from now. This does not affect the Company's overarching requirement to ensure that options representing no more than 10% of the Company's issued Ordinary Share capital (currently 1,382,693,127 Ordinary Shares) can be vested at any time.
Commenting, John Peters, Managing Director of Strategic Minerals, said:
"The exercise of vested options by all entitled Directors highlights the confidence of the Board and how significantly invested it is in the Company's future success. It is also a reminder of Management's clear alignment with shareholders.
"The Company's shareholder approved option programme is designed to align, recognise and reward the efforts of directors, employees and strategic consultants of the Company across all four project areas (Cobre, Leigh Creek, Redmoor and Hanns Camp), and we are proud to be able to offer options not just to management but to employees across the breadth of the business.
"Whilst the Company has been progressing steadily on its projects, July has been a quiet news flow period, as is sometimes the case, but the Board anticipates the period ahead will see an uptick in news activity and looks forward to updating shareholders on progress in due course."
Table 1: Options Granted
Recipient |
Tranche 1* |
Tranche 2* |
Tranche 3* |
Directors |
|
|
|
Jeffrey Harrison |
12,000,000 |
5,500,000 |
2,500,000 |
Peter Wale |
12,000,000 |
Nil |
Nil |
|
24,000,000 |
5,500,000 |
2,500,000 |
Employees/Strategic Consultants |
|
|
|
Jon Reynolds |
6,000,000 |
2,750,000 |
1,250,000 |
Jonathon Trewartha |
1,500,000 |
700,000 |
300,000 |
Clovis Hooper |
625,000 |
275,000 |
100,000 |
Brett Grist |
625,000 |
275,000 |
100,000 |
James Blight |
500,000 |
250,000 |
100,000 |
Graeme Purcell |
500,000 |
250,000 |
100,000 |
Nic Karakashov |
500,000 |
250,000 |
100,000 |
Arthur Hunt |
500,000 |
250,000 |
100,000 |
David Larsen |
500,000 |
250,000 |
100,000 |
|
11,250,000 |
5,250,000 |
2,250,000 |
Total |
35,250,000 |
10,750,000 |
4,750,000 |
* Details of vesting conditions, exercise price and term are set out under the heading "Options Allocation" above.
Notes to Editors
Strategic Minerals Plc is an AIM-quoted, operating minerals company actively developing projects prospective for battery materials. It has an operation in the United States of America and development projects in the UK and Australia. The Company is focused on utilising its operating cash flows, along with capital raisings, to develop high quality projects aimed at supplying the metals and minerals being sought in the burgeoning electric vehicle/battery market.
In September 2011, Strategic Minerals acquired the Cobre magnetite tailings dam project in New Mexico, USA, a cash-generating asset, which it brought into production in 2012 and which continues to provide a revenue stream for the Company. This operating revenue stream is utilised to cover company overheads and invest in development projects orientated to supplying the burgeoning electric vehicle/battery market.
In January 2016, the portfolio was expanded 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 earth elements. 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 was completed in February 2017 and a drilling programme completed in 2017 resulted in a significant upgrade of the resource.
In March 2018, the Company completed the acquisition of the Leigh Creek Copper Mine situated in the copper rich belt of South Australia and is currently working to bring this into operation in 2019.
PDMR Disclosure
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further detail on the director's share dealing.
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) |
Full name of person Dealing |
i. John Peters ii. Peter Wale iii. Alan Broome |
2. |
Reason for notification |
(b) |
Position/status |
i. Managing Director ii. Executive Director iii. Non-Executive Chairman |
(c) |
Initial notification/ Amendment |
Initial notification |
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
(d) |
Name of entity |
Strategic Minerals Plc |
(e) |
LEI |
213800DICA5NPVOJT776 |
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 |
(f) |
Description of the financial instrument, type of instrument |
Ordinary shares of 0.1 pence each in the Company |
(g) |
Identification code |
GB00B4W8PD74 |
(h) |
Nature of the transaction |
Issue of ordinary shares as a result of the exercise of unlisted options |
(i) |
Price(s) and volume(s) |
Prices(s) |
Volume(s) |
i. 1 pence ii. 1 pence iii. 1 pence |
i. 3,000,000 ii. 2,000,000 iii. 1,500,000 |
|
(j) |
Aggregated information: - Aggregated volume - Price |
Single transaction as in 4(d) above
Prices(s) |
Volume(s) |
i. 1 pence ii. 1 pence iii. 1 pence |
i. 3,000,000 ii. 2,000,000 iii. 1,500,000 |
|
(k) |
Date of transaction |
9 August 2018 |
(l) |
Place of transaction |
Outside a trading venue |
1. |
Details of the person discharging managerial responsibilities/person closely associated |
(a) |
Full name of person Dealing |
Jeffrey Harrison |
2. |
Reason for notification |
(b) |
Position/status |
Non-Executive Director |
(c) |
Initial notification/ Amendment |
Initial notification |
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
(d) |
Name of entity |
Strategic Minerals Plc |
(e) |
LEI |
213800DICA5NPVOJT776 |
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 |
(f) |
Description of the financial instrument, type of instrument |
Options over ordinary shares of 0.1 pence each in the Company |
(g) |
Identification code |
GB00B4W8PD74 |
(h) |
Nature of the transaction |
Grant of options over ordinary shares |
(i) |
Price(s) and volume(s) |
Exercise Prices(s) |
Volume(s) |
i. 2.75 p ii. 3.75 p iii. 5.00 p |
i. 12,000,000 ii. 5,500,000 iii. 2,500,000 |
|
(j) |
Aggregated information: - Aggregated volume - Price |
Single transaction as in 4(d) above
Exercise Prices(s) |
Volume(s) |
i. 2.75 p ii. 3.75 p iii. 5.00 p |
i. 12,000,000 ii. 5,500,000 iii. 2,500,000 |
|
(k) |
Date of transaction |
9 August 2018 |
(l) |
Place of transaction |
Outside a trading venue |
1. |
Details of the person discharging managerial responsibilities/person closely associated |
(a) |
Full name of person Dealing |
Peter Wale |
2. |
Reason for notification |
(b) |
Position/status |
Executive Director |
(c) |
Initial notification/ Amendment |
Initial notification |
3. |
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
(d) |
Name of entity |
Strategic Minerals Plc |
(e) |
LEI |
213800DICA5NPVOJT776 |
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 |
(f) |
Description of the financial instrument, type of instrument |
Options over ordinary shares of 0.1 pence each in the Company |
(g) |
Identification code |
GB00B4W8PD74 |
(h) |
Nature of the transaction |
Grant of options over ordinary shares |
(i) |
Price(s) and volume(s) |
Prices(s) |
Volume(s) |
2.75 p |
12,000,000 |
|
(j) |
Aggregated information: - Aggregated volume - Price |
Single transaction as in 4(d) above
Prices(s) |
Volume(s) |
2.75 p |
12,000,000 |
|
(k) |
Date of transaction |
9 August 2018 |
(l) |
Place of transaction |
Outside a trading venue |
