Last checked at 31 May 2018 07:00
Arc Minerals Ltd / Epic: ARCM / Market: AIM / Sector: Mining & Exploration
31 May 2018
Arc Minerals Ltd
('Arc Minerals' or the 'Company')
Arc Minerals Strengthens Board
Arc Minerals is pleased to announce the appointment of Mr Don Bailey as a director of Arc Minerals effective from 1st June 2018. Mr Bailey, a former head of mining operations for Rio Tinto in Africa, South America and Europe, spent 30 years with Rio Tinto where as Joint Global Head of Mining Operations he was responsible for the development of numerous major international projects including the Escondida mine in Chile, the Moro d'Oro mine in Brazil and the Neves Corvo mine in Portugal. He was also a director of a number of Rio Tinto international companies including Palabora Mining and Rossing Uranium in Africa.
Subsequent to his time with Rio Tinto, Don was a founder member, CEO and Chairman of LionOre Mining International Ltd ("LionOre") which developed from a startup into a mid-tier mining company and was ultimately acquired by Norilsk Nickel in June 2007 which generated a significant return to LionOre shareholders.
Don's primary responsibility will be to lead the development of Zamsort's commercial scale demonstration plant processing copper and cobalt as well as to help drive the strategy with regard to developing Zamsort into a world class copper/cobalt opportunity.
Nick von Schirnding, Executive Chairman of Arc Minerals commented :
"Don Bailey brings a wealth of knowledge and experience to the ARC Board both in the corporate and operational arenas with more than 50 years in the industry. Since late last year I have been working closely with Don and I have been greatly impressed by his drive and energy. I am delighted to strengthen our team with Don's arrival and look forward to reporting back to shareholders with further progress going forward."
Don Bailey commented:
"I am very pleased to be joining the board of Arc Minerals as they deliver on what is a major transformation of the Company. My starting point when I joined LionOre is in many respects similar to where Arc Minerals stands today and I look forward to working closely with Nick and his team to take the company to the next level."
As at the day of this announcement, Don Bailey holds a beneficial interest in 7,448,229 ordinary shares in Arc Minerals, representing approximately 1.38% of the Company's issued share capital.
Donald Charles Bailey, aged 82, currently holds or has held the following directorships and partnerships in the last five years:
Current Directorships | Past Directorships |
None | Cleveland Mining Company Limited |
| Afrigold Resources Limited |
Other than as provided in this announcement, no other disclosures in relation to Mr Bailey are required under Rule 17 and schedule 2 (g) of the AIM Rules for Companies.
Grant of Share Options to Directors and PDMRs ("Persons Discharging Managerial Responsibilities")
The Company further announces that it has agreed to issue options over a total of 12.9m new ordinary shares of no par value ("Ordinary Shares") of the Company ("Share Options") which have an exercise price of 4.5 pence per Ordinary Share, which represent an approximate 34% premium over the closing mid-market price of Ordinary Shares on 29 May 2018. The Share Options expire on 31 May 2023 and are subject to a variety of stretched operating targets.
Details of the Share Options granted to Directors and senior management are set out below:
Name |
Title |
Number of Share Options granted | Number of Ordinary Shares subject to share options
|
Nick von Schirnding | Chairman | 4,000,000 | 11,620,195 |
Jonathan de Thierry | Director | 1,200,000 | 1,200,000 |
Brian McMaster | Non-executive Director | 1,200,000 | 1,575,000 |
Vassilios Carellas | COO | 3,000,000 | 10,605,515 |
Chuck Forrest | CFO | 1,500,000 | 2,200,000
|
Total |
| 10,900,000 | 27,200,710 |
Following the above grant, there are a total of 32,148,710 share options granted over unissued Ordinary Shares granted to Directors and employees of the Company, representing approximately 5.96% of the Company's current issued Ordinary Share capital of 539,040,600 Ordinary Shares.
Nick von Schirnding, Jonathan de Thierry and Brian McMaster are directors of Arc Minerals and are therefore regarded as related parties as defined by the AIM Rules for Companies (the "AIM Rules"). The grant of Share Options to each of the directors of Arc Minerals is classified as a related party transaction for the purposes of Rule 13 of the AIM Rules. Accordingly, Mr Mike Foster, being the only independent director, considers, having consulted with the Company's Nominated Adviser, SP Angel Corporate Finance LLP, that the terms of the related party transaction are fair and reasonable insofar as the shareholders of the Company are concerned.
Further details concerning the grant of Share Options to PDMRs is set out below.
Contacts
Arc Minerals Ltd Nick von Schirnding (Chairman)
| +44 (0) 20 3874 8664 |
SP Angel (Nominated Adviser & Broker) Ewan Leggat / Lindsay Mair / Soltan Tagiev | +44 (0) 20 3470 0470
|
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.
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. Nick von Schirnding 2. Jonathan de Thierry 3. Brian McMaster 4. Vassilios Carellas 5. Chuck Forrest | ||||||
2. | Reason for the notification | |||||||
a) | Position/status: | 1. Executive Chairman 2. Non-executive Director 3. Non-executive Director 4. Chief Operating Officer 5. Chief Financial Officer | ||||||
b) | Initial notification/Amendment: | Initial notification | ||||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Arc Minerals Limited | ||||||
b) | LEI: | 213800XHFJVCC9GP2G75 | ||||||
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:
| Ordinary shares of no par value VGG045791016 | ||||||
b) | Nature of the transaction: | Grant of share options | ||||||
c) | Price(s) and volume(s): |
| ||||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||||
e) | Date of the transaction: | 2018-05-30 | ||||||
f) | Place of the transaction: | London Stock Exchange, AIM | ||||||
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.
Notes to the Editors
Arc Minerals is an AIM listed exploration and mine development company focused on a diversified portfolio of mining projects with interests in Slovakia, Eritrea, the Democratic Republic of the Congo and Zambia.
ARC Minerals current holdings include:
· 99% interest in CASA Mining Limited, a private company that has a 71.25% interest in the 1.5-million-ounce inferred Resource Akyanga gold deposit in the DRC.
· A 49% interest in Zamsort Limited, a private company focused on a prospective copper and cobalt licence in the Zambia Copperbelt, with approximately a six percent balance and interest (convertible note) being rolled forward to the end of 2018;
· 100% ownership of the Kremnica Mining Licence Area in Slovakia which host the 1.3Moz AuEq Au PFS stage Ṧturec Gold Project;
· A 18.48% interest in Andiamo Exploration Limited, a private company exploring for gold and base metals VMS targets in Eritrea.
For more information visit www.arcminerals.com