Management Fee's 0.60 in lieu of Salaries. Fee shares at 0.10p29 Jun 2025 13:40
Further to a conditional fundraising by the Company announced on 22 December 2023, a total of 59,666,667 new Ordinary Shares (the "Management Shares") are to be issued at a price of 0.6 pence per Management Share (as set out below) in satisfaction of liabilities owed by the Company to those individuals:
Recipient of Management Shares
Role
Number of Management Shares
Victor Bolduev
CTO (Executive Director)
22,529,166
Roby Zomer
Former director
11,111,000
Yifat Steuer
CFO (Executive Director)
11,711,167
Pavel Kobzev
Executive Director
8,694,000
Alexander Brooks
Former director
2,810,667
Anthony Eastman
Company Secretary
2,810,667
In addition, it has been agreed that a total of 47,500,000 new Ordinary Shares (the "Fee Shares") will be issued at a price of 0.1 pence per Fee Share to various directors and advisers in lieu of fees owed to each of them. The Fee Shares being issued to the directors are as follows:
Recipient of Fee Shares
Role
Number of Fee Shares
Nicholas Nelson
Non-Executive Chairman
10,500,000
Pavel Kobzev
Executive Director
10,000,000
Yifat Steuer
CFO (Executive Director)
10,000,000
Separately, it has been agreed that Nicholas Nelson will receive warrants over 10,500,000 new Ordinary Shares and Yifat Steuer will receive warrants over 20,000,000 new Ordinary Shares, exercisable at 0.1 pence per Ordinary Share for three years from Admission (as defined below).
All of the above share issuances and grants of warrants are conditional inter alia on Admission (as defined below).
All options previously granted under the Company's existing LTIP (long term incentive plan) have lapsed. Following Admission (as defined below), the Company intends to grant options to directors and members of its management up to 15% of the Company's enlarged issued share capital.
Related Party Transactions
The Company is undertaking material related party transactions with Nicholas Nelson (Non-Executive Chairman) for the purpose of rule 7.3 of the FCA's Disclosure Guidance and Transparency Rules in relation to the following matters:
a) repayment of the principal and interest accrued on the Loan Facility as detailed above which will result in the issue to him of 132,000,000 Loan Conversion Shares equivalent to £132,000 at a price of 0.1 pence per share; and
b) grant of warrants over 132,000,000 new ordinary shares in relation to the Loan Facility, equivalent to £132,000 at the exercise price of 0.1 pence per share (exercise period of three years from Admission).
These material related party transactions have been approved by the board of directors of the Company. Mr Nelson did not take part in the board of directors' consideration of the transactions with him and he did not vote on the relevant board decision.
The Company is also undertaking material related party transactions with Victor Bolduev (Executive Director), Roby Zomer (f
Sign In
Follow the stocks
