Last checked at 19 Feb 2020 11:49
19 February 2020
Power Metal Resources PLC
("Power Metal" or "POW" or "Company")
Director Appointment and Issue of Director Share Options
Power Metal Resources PLC (LON:POW) the AIM listed metals exploration and development company is pleased to announce a new director appointment. In addition, POW announces the issue of share options to Directors.
New Non-executive Director Appointment
POW announces the appointment of Edmund ("Ed") Charles Frederick Shaw as a Non-Executive Director, with immediate effect.
As part of the terms of his appointment and in line with the previous grant of share options to Directors in 2019, Mr Shaw will be awarded with options over 5 million ordinary shares of 0.1 pence each in the Company ("Ordinary Shares") at an exercise price of 1.0p per Ordinary Share vesting immediately, however subject to the hurdle condition that the volume weighted average share price of POW must trade in excess of 1.5p for five consecutive trading days before the options become exercisable. The options will have a three year life to expiry and, in addition, Mr Shaw must complete twelve months service to the Company before the options become exercisable.
Further information on Ed Shaw:
Edmund Charles Frederick Shaw, aged 47, is or has been a Director of the following companies in the last five years:
Current Directorships | Previous Directorships |
NewPeak Capital LLP | Dunton Capital LLP |
Hutton Capital LLP | Manders & Shaw Limited |
| ShawCap Limited |
In addition to the share options outlined above Mr Shaw currently holds 5 million Ordinary Shares representing 0.905% of POW's issued share capital and a warrant over 5 million Ordinary Shares with an exercise price 0.70p.
New Non-Executive Director Share Options
POW announces that Non-executive Directors Iain MacPherson and Scott Richardson Brown have each been awarded share options over 5 million Ordinary Shares vesting immediately and with a three year life to expiry. These options, commensurate with the options awarded to Ed Shaw above, have an exercise price of 1.0p, however these are subject to the hurdle condition that the volume weighted average share price of POW must trade in excess of 1.5p for five consecutive trading days before the options become exercisable.
Reissue of Executive Director Options under an EMI Scheme
Paul Johnson (POW CEO) and Andrew Bell (POW Chairman) were each awarded share options over 13,613,929 Ordinary Shares as part of the POW restructuring and refinancing in February 2019, approved by shareholders at General Meeting.
These options have been cancelled and the same number reissued on exactly the same terms as the original options awarded to Paul Johnson and Andrew Bell. This includes a 1.0p exercise price, a volume weighted average hurdle price of 1.5p for five consecutive trading days and an expiry date of 15 February 2022.
This cancellation and reissue has enabled the options to be issued within Enterprise Management Incentive tax efficient wrappers, which enables Directors to exercise options providing additional working capital to the Company but without the risk of penal income tax charges on exercise.
Overall Summary of Director Options
Following the above option issues the following director options are held:
Director | Number of Ordinary Shares under option | Terms |
| ||
Andrew Bell (Chairman) | 13,613,929 | 1.0p exercise price, 1.5p hurdle before exercise, expiry 15/02/2022 |
Paul Johnson (CEO) | 13,613,929 | 1.0p exercise price, 1.5p hurdle before exercise, expiry 15/02/2022 |
Scott Richardson Brown (NED) | 5,000,000
500,000
500,000 | 1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023
5.0p exercise price, expiry 28/08/2023
5.0p exercise price, expiry 28/08/2023 (vest on 28/08/2020) |
Iain MacPherson | 5,000,000 | 1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023 |
Edmund Shaw | 5,000,000 | 1.0p exercise price, 1.5p hurdle before exercise, expiry 19/02/2023. Only exercisable after 12 months service. |
| ||
Total | 43,227,858 |
|
Paul Johnson, Chief Executive Officer of Power Metal Resources PLC, commented:
"I am pleased to announce Ed's appointment to the board at this key time in the Company's development, notably as we move into the planned drilling phase at the Molopo Farms Complex project in Botswana.
I am also pleased to announce the issue of options to the non-executive directors, with a 1.0p exercise price but importantly with a 1.5p hurdle before they can be exercised. That means the share price of POW must increase from the current mid-market price by 300%, at least for 5 consecutive trading days, before the options become exercisable. I believe this demonstrates alignment of the interests of Directors with shareholder interests.
I look forward to reporting further business developments to shareholders as we continue our planned work programmes."
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. Andrew Bell
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
|
1. Executive Chairman
| |||
b)
| Initial notification /Amendment
|
Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
|
Power Metal Resources Plc
| |||
b)
| LEI
|
213800VNXOUPHTX53686 | |||
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 | options over ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BYWJZ743 | ||||
| |||||
b)
| Nature of the transaction
|
1. Issue of 13,613,929 director options | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1.0 pence | 13,613,929 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 13,613,929
| ||||
- Price | 1.0p | ||||
e)
| Date of the transaction
| 19 February 2020 | |||
f)
| Place of the transaction
| XLON | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
1. Paul Johnson
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
|
1. Chief Executive Officer
| |||
b)
| Initial notification /Amendment
|
Initial Notification | |||
3
| Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
| ||||
a)
| Name
|
Power Metal Resources Plc
| |||
b)
| LEI
|
213800VNXOUPHTX53686 | |||
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 | options over ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BYWJZ743 | ||||
| |||||
b)
| Nature of the transaction
|
1. Issue of 13,613,929 options | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1.0 pence | 13,613,929 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 13,613,929
| ||||
- Price | 1.0p | ||||
e)
| Date of the transaction
| 19 February 2020 | |||
f)
| Place of the transaction
| XLON | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
1. Scott Richardson Brown
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
|
2. 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
|
Power Metal Resources plc
| |||
b)
| LEI
|
213800VNXOUPHTX53686 | |||
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 | options over ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BYWJZ743 | ||||
| |||||
b)
| Nature of the transaction
|
1. Issue of options | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1.0 pence | 5,000,000 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 5,000,000
| ||||
- Price | 1.0 pence | ||||
e)
| Date of the transaction
| 19 February 2020 | |||
f)
| Place of the transaction
| XLON | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
1. Iain Macpherson
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
|
1. 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
|
Power Metal Resources plc
| |||
b)
| LEI
|
213800VNXOUPHTX53686 | |||
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 | Options over ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BYWJZ743 | ||||
| |||||
b)
| Nature of the transaction
|
Issue of options | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1.0 pence | 5,000,000 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 5,000,000
| ||||
- Price | 1.0 pence | ||||
e)
| Date of the transaction
| 19 February 2020 | |||
f)
| Place of the transaction
| XLON | |||
1
| Details of the person discharging managerial responsibilities / person closely associated
| ||||
a)
| Name
|
1. Edmund Shaw
| |||
2
| Reason for the notification
| ||||
a)
| Position/status
|
1. 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
|
Power Metal Resources plc
| |||
b)
| LEI
|
213800VNXOUPHTX53686 | |||
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 | Options over ordinary shares of 0.1p each | |||
Identification code | ISIN: GB00BYWJZ743 | ||||
| |||||
b)
| Nature of the transaction
|
Issue of options | |||
c)
| Price(s) and volume(s) |
|
|
|
|
| Price(s) | Volume(s) |
| ||
| 1.0 pence | 5,000,000 |
| ||
|
|
|
| ||
d)
| Aggregated information | ||||
- Aggregated volume | 5,000,000
| ||||
- Price | 1.0 pence | ||||
e)
| Date of the transaction
| 19 February 2020 | |||
f)
| Place of the transaction
| XLON | |||
The information contained within this announcement is considered to be inside information prior to its release, as defined in Article 7 of the Market Abuse Regulation No.596/2014 and is disclosed in accordance with the Company's obligations under Article 17 of those Regulations.
For further information please visit https://www.powermetalresources.com/ or contact:
Power Metal Resources plc | |
Paul Johnson (Chief Executive Officer) | +44 (0) 7766 465 617 |
SP Angel Corporate Finance (Nomad and Joint Broker) | |
Ewan Leggat | +44 (0) 20 3470 0470 |
SI Capital Limited (Joint Broker) | |
Nick Emerson | +44 (0) 1483 413 500 |
First Equity Limited (Joint Broker) | |
David Cockbill/Jason Robertson | +44 (0) 20 7330 1883 |
Notes to Editors:
Power Metal Resources plc (LON:POW) is an AIM listed metals exploration and development company exploring for the key metals used in power generation, transmission, storage and utilisation. The Board and team of advisors, who have proven expertise in exploration, mining and project generation, have identified an opportunity to utilise the Company's position to become a leader in the London market for investors to gain exposure to the power metal commodity suite, particularly cobalt, lithium, copper and nickel.