Last checked at 24 Dec 2020 08:52
24 December 2020
Panthera Resources Plc
(Panthera or the Company)
Warrant Conversion Commitments
Issue of Shares and Directors' Dealings
Panthera Resources Plc (AIM: PAT), the diversified gold exploration and development company with assets in West Africa and India, is pleased to announce additional warrant conversion commitments, the issue of equity today to its Directors, employees and service providers in lieu of fees and director dealing.
Warrant Conversion Commitments
The Company announced on 9 November and 14 December 2020 that 3,576,279 warrants were committed to be exercised early on or before a variety of days but none later than 15 January 2021.
The Company advises that it has received further commitments from certain Directors of Panthera for the early exercise of 670,870 warrants on or before 31 January 2021. The Directors were precluded from committing to exercise their warrants at an earlier date while the Company was subject to a 'blackout period' ahead of the release of the Company's Half Year Financial Statements.
A summary of the movements in warrant conversion commitments as at the date of this RNS is presented in the table below:
Number | GBP | |
Warrant Conversion Commitments | ||
- Previous (9 Nov 2020) | 1,798,344 | 120,129 |
- Previous (14 Dec 2020) | 1,777,935 | 118,766 |
- Additional (24 Dec 2020) | 670,870 | 44,814 |
4,247,149 | 283,709 | |
Less Converted | ||
- Previous (14 Dec 2020) | (1,438,289) | (96,078) |
- Additional (24 Dec 2020) | (360,055 | (24,051) |
Balance of Outstanding Commitments | 2,448,805 | 163,580 |
Presented in the table below is summary of the warrant conversion commitments as applicable for each Director:
Date of Commitment | Registered Holder | Director | Number of Warrants | Exercise Price (£) | Amount (£) |
23 Dec 2020 | Tastim Pty Ltd | Timothy Hargreaves | 143,370 | 0.0668 | 9,577 |
23 Dec 2020 | Mark Bolton | Mark Bolton | 175,000 | 0.0668 | 11,690 |
23 Dec 2020 | Michael Lindsay Higgins | Michael Higgins | 70,500 | 0.0668 | 4,709 |
23 Dec 2020 | J2 Resources Pty Ltd | Michael Higgins | 282,000 | 0.0668 | 18,838 |
670,870 | £44,814 |
Each warrant is convertible to one ordinary Panthera shares at £0.0668 per warrant on or before 16 December 2021.
Warrant Conversions
The Company announces that it has issued 360,055 new ordinary Panthera shares following the conversion 360,055 warrants at 6.68 pence each for gross proceeds of £24,051. The warrant conversion was pursuant to the commitments announced on 9 November 2020. All warrants pursuant to commitments as announced on 9 November 2020 have now been exercised.
There are no transaction and advisory fees payable for the early conversion of the warrants.
Shares in Lieu of Current Directors' Fees
Pursuant to an agreement between the Company and its Directors, the Company has today issued 652,533 new ordinary Panthera shares. These shares represent payment for 50% of the fees incurred by the Company during the period beginning 1 July 2019 and ending 31 December 2020 and has been aimed at reducing the Company's cash expenditures. The shares were priced at the 30-day VWAP in the month preceding each respective fee period. Details of the shares issued to Directors is as follows:
Name (Title) (Description) | PRICE PER SHARE | NUMBER OF SHARES ISSUED | SHARES HELD AFTER ISSUE | % HOLDING POST ISSUE |
MICHAEL HIGGINS (Chairman) | ||||
50% fees Jul-Sep 19 | £0.1158 | 23,634 | ||
50% fees Oct-Dec 19 | £0.0776 | 35,755 | ||
50% fees Jan-Mar 20 | £0.0648 | 40,356 | ||
50% fees Apr-Jun 20 | £0.0533 | 47,221 | ||
50% fees Jul-Sep 20 | £0.0483 | 57,265 | ||
50% fees Oct-Dec 20 | £0.0491 | 56,784 | ||
Total | 261,015 | * 7,773,423 | *8.79% | |
David Stein (Director) | ||||
50% fees Jul-Sep 19 | £0.1158 | 11,817 | ||
50% fees Oct-Dec 19 | £0.0776 | 17,877 | ||
50% fees Jan-Mar 20 | £0.0648 | 20,178 | ||
50% fees Apr-Jun 20 | £0.0533 | 23,610 | ||
50% fees Jul-Sep 20 | £0.0483 | 28,632 | ||
50% fees Oct-Dec 20 | £0.0491 | 28,392 | ||
Total | 130,506 | 248,016 | 0.28% | |
Catherine Apthorpe (Director) | ||||
50% fees Jul-Sep 19 | £0.1158 | 11,817 | ||
50% fees Oct-Dec 19 | £0.0776 | 17,877 | ||
50% fees Jan-Mar 20 | £0.0648 | 20,178 | ||
50% fees Apr-Jun 20 | £0.0533 | 23,610 | ||
50% fees Jul-Sep 20 | £0.0483 | 28,632 | ||
50% fees Oct-Dec 20 | £0.0491 | 28,392 | ||
Total | 130,506 | 248,016 | 0.28% | |
Timothy Hargreaves (Director) | ||||
50% fees Jul-Sep 19 | £0.1158 | 11,817 | ||
50% fees Oct-Dec 19 | £0.0776 | 17,877 | ||
50% fees Jan-Mar 20 | £0.0648 | 20,178 | ||
50% fees Apr-Jun 20 | £0.0533 | 23,610 | ||
50% fees Jul-Sep 20 | £0.0483 | 28,632 | ||
50% fees Oct-Dec 20 | £0.0491 | 28,392 | ||
Total | 130,506 | 2,049,040 | 2.32% | |
* inclusive of director dealings detailed below.
Shares in Lieu of Key Service Providers Fees
Pursuant to an agreement between the Company and its key service providers and a former director, the Company has today issued 1,030,740 new Panthera ordinary shares. These shares, which represent payment for 50% of the fees incurred by the Company with the applicable supplier and former director, is aimed at reducing the Company's cash expenditures. The shares were priced at the 30-day VWAP in the month preceding each respective fee period.
Director Dealing
The Company was informed on 23 December 2020 that on 22 December 2020, Michael Higgins, a director, disposed of 475,400 ordinary shares in the Company at nil consideration in a non-market transaction pursuant to order of the Family Court of Australia.
The Company was informed on 24 December 2020 that on 22 December 2020 Michael Higgins completed the disposal of 400,000 shares at £0.21 per share. Mr Higgins has advised the Company that he has received 496,034 shares in lieu of fees from the Company to date, and that part proceeds from the disposal will be applied to the conversion of warrants pursuant to the abovementioned warrant conversion commitment.
Following the issue of shares in lieu of fees and the above director dealings, Mr Higgins has an interest in 7,773,423 ordinary shares in the Company, representing an interest of 8.79% in the issued capital of the Company.
Application for Admission
Application will be made to the London Stock Exchange for 2,043,328 new ordinary Panthera shares issued in lieu of fees, to be admitted to trading on the AIM market with admission expected to occur on or around 4 January 2021 (Admission). The issued new ordinary Panthera shares will rank pari passu in all respects with the existing ordinary Panthera shares.
Following Admission of the new ordinary Panthera shares, the issued ordinary share capital of Panthera will consist of 88,466,027 Ordinary Shares.
For the purposes of the Financial Conduct Authority's Disclosure and Transparency Rules (DTRs), the issued Ordinary Share capital of Panthera following this allotment consists of 88,466,027 Ordinary Shares with voting rights attached (one vote per share). There are no shares held in treasury. This total voting rights figure may be used by shareholders as the denominator for the calculation by which they will determine whether they are required to notify their interest in, or a change to their interest in, Panthera under the DTRs.
Contacts
Panthera Resources PLC Mark Bolton (Managing Director)
| +61 411 220 942 contact@pantheraresources.com |
Financial Public Relations Vigo Communications Ltd Simon Woods Chris McMahon
|
+44 (0)20 7390 0230 |
Nominated Advisor and Broker RFC Ambrian Rob Adamson Bhavesh Patel Charlie Cryer | +44 (0) 20 3440 6800 |
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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.
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.
ANNEXURES
PDMR Disclosures
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Michael Higgins | ||||
b) | Position/Status: | Chairman | ||||
c) | Initial notification/ Amendment: | Initial notification | ||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Panthera Resources Plc | ||||
b) | LEI: | 213800IB98EG6736XN82 | ||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||
b) | Nature of the transaction: | On-market sale of shares | ||||
c) | Price(s) and Volume(s):
|
| ||||
d) | Aggregated Information: - Aggregated Volume - Price |
400,000 shares £0.21 | ||||
e) | Date of the transaction: | 22 December 2020 | ||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Michael Higgins | ||||
b) | Position/Status: | Chairman | ||||
c) | Initial notification/ Amendment: | Initial notification | ||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Panthera Resources Plc | ||||
b) | LEI: | 213800IB98EG6736XN82 | ||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||
b) | Nature of the transaction: | Non-market disposal of shares for nil consideration pursuant to a Family Court order | ||||
c) | Price(s) and Volume(s):
|
| ||||
d) | Aggregated Information: - Aggregated Volume - Price |
475,400 shares £Nil | ||||
e) | Date of the transaction: | 22 December 2020 | ||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Michael Higgins | ||||||
b) | Position/Status: | Chairman | ||||||
c) | Initial notification/ Amendment: | Initial notification | ||||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Panthera Resources Plc | ||||||
b) | LEI: | 213800IB98EG6736XN82 | ||||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||||
b) | Nature of the transaction: | Shares issued in lieu of director fees | ||||||
c) | Price(s) and Volume(s):
|
| ||||||
d) | Aggregated Information: - Aggregated Volume - Price |
261,015 shares £0.0621 | ||||||
e) | Date of the transaction: | 24 December 2020 | ||||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Catherine Apthorpe | ||||||
b) | Position/Status: | Non-executive director | ||||||
c) | Initial notification/ Amendment: | Initial notification | ||||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Panthera Resources Plc | ||||||
b) | LEI: | 213800IB98EG6736XN82 | ||||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||||
b) | Nature of the transaction: | Shares issued in lieu of director fees | ||||||
c) | Price(s) and Volume(s):
|
| ||||||
d) | Aggregated Information: - Aggregated Volume - Price |
130,506 shares £0.0621 | ||||||
e) | Date of the transaction: | 24 December 2020 | ||||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | David Stein | ||||||
b) | Position/Status: | Non-executive director | ||||||
c) | Initial notification/ Amendment: | Initial notification | ||||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Panthera Resources Plc | ||||||
b) | LEI: | 213800IB98EG6736XN82 | ||||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||||
b) | Nature of the transaction: | Shares issued in lieu of director fees | ||||||
c) | Price(s) and Volume(s):
|
| ||||||
d) | Aggregated Information: - Aggregated Volume - Price |
130,506 shares £0.0621 | ||||||
e) | Date of the transaction: | 24 December 2020 | ||||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||||
1 | Details of the person discharging managerial responsibilities/person closely associated | |||||||
a) | Name: | Timothy Hargreaves | ||||||
b) | Position/Status: | Non-executive director | ||||||
c) | Initial notification/ Amendment: | Initial notification | ||||||
2 | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
a) | Name: | Panthera Resources Plc | ||||||
b) | LEI: | 213800IB98EG6736XN82 | ||||||
3 | 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 £0.01 each
GB00BD2B4L05 | ||||||
b) | Nature of the transaction: | Shares issued in lieu of director fees | ||||||
c) | Price(s) and Volume(s):
|
| ||||||
d) | Aggregated Information: - Aggregated Volume - Price |
130,506 shares £0.0621 | ||||||
e) | Date of the transaction: | 24 December 2020 | ||||||
f) | Place of the transaction: | AIM, London Stock Exchange | ||||||