Last checked at 24 Jan 2023 13:00
24 January 2023
Europa Metals Ltd
("Europa Metals", the "Company" or the "Group") (AIM, AltX: EUZ)
Fee Conversions, Grant of Options and Performance Rights,
Directors' Dealings and Issue of Equity
Europa Metals, the European focused lead, zinc and silver developer, announces, further to its announcement of 26 January 2022, the conversion by certain of its directors of an aggregate amount of £42,880 of deferred/accrued remuneration for the six month period ended 31 December 2022 into new ordinary shares of no par value in the capital of the Company ("Ordinary Shares") (the "Fee Conversions"). Pursuant to the Fee Conversions, the Company is today issuing, in aggregate, 1,245,988 new Ordinary Shares (the "Conversion Shares") at a blended issue price of approximately 3.44 pence per share as determined by applying the relevant monthly volume weighted average price for the Company's Ordinary Shares on AIM and relevant month end AUD:GBP exchange rate, as applicable, to 50 per cent. of each participating director's fees/salary for the period concerned. Such Fee Conversions conclude the Company's fee deferral and conversion programme.
Application will be made to the London Stock Exchange for the abovementioned 1,245,988 Conversion Shares to be admitted to trading on AIM ("Admission") and to the Johannesburg Stock Exchange for quotation on AltX. It is expected that Admission will become effective and that dealings in the Conversion Shares will commence at 8.00 a.m. on 30 January 2023.
Following Admission, the Company's total issued ordinary share capital will comprise 94,171,790 Ordinary Shares with voting rights. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to the Company's Constitution.
Following Admission, the beneficial shareholdings of the directors receiving Conversion Shares will be as follows:
Director | Position | Number of Conversion Shares to be received | Total number of Ordinary Shares held on Admission | % of voting rights held on Admission |
Myles Campion | Executive Chairman and acting CEO | 1,090,859 | 2,108,182 | 2.24 |
Dr Evan Kirby | Non-Executive Director | 155,129 | 318,723 | 0.34 |
Grant of Options and Performance Rights
The Company has today also granted, in aggregate, 2,000,000 options exercisable in three tranches to two of the Company's Directors, Daniel Smith and Myles Campion (or their nominees) (the "Incentive Options"). Further details of the Incentive Options are set out below:
Director | Previous holding of options | No. of Incentive Options granted (Tranche 1) | No. of Incentive Options granted (Tranche 2) | No. of Incentive Options granted (Tranche 3) | Resultant holding of options |
Myles Campion | 1,591,667 | 250,000 | 375,000 | 375,000 | 2,591,667 |
Daniel Smith | 180,000 | 250,000 | 375,000 | 375,000 | 1,180,000 |
Details of the individual tranches are as follows:
(a) Tranche 1: exercisable at a price of 3.35 pence per share (being a 25% premium to the 30-day VWAP prior to their date of issue) and expiring on or before 3 years from their date of issue;
(b) Tranche 2: exercisable at a price of 4.02 pence per share (being a 50% premium to the 30-day VWAP prior to their date of issue) and expiring on or before 3 years from their date of issue; and
(c) Tranche 3: exercisable at a price of 4.69 pence per share (being a 75% premium to the 30-day VWAP prior to their date of issue) and expiring on or before 3 years from their date of issue.
In addition, a total of 3,500,000 performance rights ("Performance Rights") have today been issued to Myles Campion and Daniel Smith. The Performance Rights are exercisable for nil consideration and are subject to the following performance milestone conditions and expiry dates:
Tranche | No. of Performance Rights and Recipient | Performance Milestone Condition | Expiry Date |
1 | 1,500,000 to Myles Campion (or his nominee) | Completion of the Option Agreement with Denarius Metals Corp. and receipt of initial US$550k cash payments | 2 years from the date of issue |
| 250,000 to Daniel Smith (or his nominee) | Completion of the Option Agreement with Denarius Metals Corp. and receipt of initial US$550k cash payments | 2 years from the date of issue |
2 | 1,500,000 to Myles Campion (or his nominee) | Successful Mining Licence Application for the Toral Project | 2 years from the date of issue |
| 250,000 to Daniel Smith (or his nominee) | Successful Mining Licence Application for the Toral Project | 2 years from the date of issue |
For further information on the Company, please visit www.europametals.com or contact:
Europa Metals Ltd
Dan Smith, Non-Executive Director and Company Secretary (Australia)
T: +61 417 978 955
Myles Campion, Executive Chairman and acting CEO (UK)
T: +44 (0)20 3289 9923
Strand Hanson Limited (Nominated Adviser)
Rory Murphy/Matthew Chandler
T: +44 (0)20 7409 3494
WH Ireland Limited (Broker)
Harry Ansell/Dan Bristowe/Katy Mitchell/Sarah Mather
T: +44 (0)20 7220 1666
Questco Corporate Advisory Proprietary Limited (JSE Sponsor)
Sharon OwensT: +27 (11) 011 9212
The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ("MAR") as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
PDMR Notification Forms
The notifications below are made in accordance with the requirements of MAR.
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Myles Campion
| ||||
2. | Reason for the Notification | |||||
a) | Position/status | Executive Chairman and acting CEO
| ||||
b) | Initial notification/amendment | Initial notification
| ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Europa Metals Ltd
| ||||
b) | LEI | 2138008QU5PGK777XM59
| ||||
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 | Ordinary shares of no par value each Incentive options Performance rights over ordinary shares
| ||||
Identification code | AU0000090060
| |||||
b) | Nature of the Transaction | Conversion of accrued fees Grant of incentive options under the Company's incentive plan Grant of performance rights
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume price | N/A (Single transaction) | ||||
e) | Date of the transaction | 24 January 2023 | ||||
f) | Place of the transaction | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Dr Evan Kirby
| ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director
| ||||
b) | Initial notification/amendment | Initial notification
| ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Europa Metals Ltd
| ||||
b) | LEI | 2138008QU5PGK777XM59
| ||||
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 | Ordinary shares of no par value each
| ||||
Identification code | AU0000090060
| |||||
b) | Nature of the Transaction | Conversion of accrued fees
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume price | N/A (Single transaction) | ||||
e) | Date of the transaction | 24 January 2023 | ||||
f) | Place of the transaction | Outside of a trading venue | ||||
1. | Details of the person discharging managerial responsibilities / person closely associated | |||||
a) | Name | Daniel Smith
| ||||
2. | Reason for the Notification | |||||
a) | Position/status | Non-Executive Director
| ||||
b) | Initial notification/amendment | Initial notification
| ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name | Europa Metals Ltd
| ||||
b) | LEI | 2138008QU5PGK777XM59
| ||||
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 |
Incentive options Performance rights over ordinary shares
| ||||
Identification code | AU0000090060
| |||||
b) | Nature of the Transaction | Grant of incentive options under the Company's incentive plan Grant of performance rights
| ||||
c) | Price(s) and volume(s) |
| ||||
d) | Aggregated information Aggregated volume price | N/A (Single transaction) | ||||
e) | Date of the transaction | 24 January 2023 | ||||
f) | Place of the transaction | Outside of a trading venue | ||||