Last checked at 3 Oct 2017 07:00
3 October 2017
Strategic Minerals plc
("Strategic Minerals" or the "Company" or "SML")
Notice of General Meeting
Share Option Proposal
The following is an extract from a circular and notice of General Meeting sent to shareholders of the Company on 3 October 2017:
Dear Shareholder,
This circular encompasses the General Meeting of Strategic Minerals plc ("Strategic" or the "Company"), seeking to give authority to the Directors to set up an option programme.
General Meeting
A notice convening a General Meeting to be held at the offices of BDO UK, 55 Baker Street, London, W1U 7EU at 10:30 a.m. on 19 October 2017 is set out at the end of this document. Shareholders will find accompanying this circular a Form of Proxy for use at the General Meeting. Whether or not shareholders intend to be present at the General Meeting, they are requested to complete, sign and return the Form of Proxy in accordance with the instructions printed on it to be received by the Company's Registrar, Share Registrars Ltd, not later than 11:30 a.m. on 17 October 2017. Completion and return of the Form of Proxy will not affect a shareholder's right to attend and vote in person at the General Meeting if they so wish.
At the General Meeting one resolution will be proposed and are detailed further in this letter. The resolution will be proposed as a special resolution, and therefore for this resolution to be passed, at least three-quarters of the votes cast must be in favour of the resolution.
Special Resolution
To authorise the Board to set up one or more option schemes, within 90 days of passing the resolution, for a maximum of options on 200,000,000 Ordinary sShares in the tranches outlined below, with the price vesting requirements, the various exercise prices and the overarching requirement to ensure that no more than 10% of the cCompany's issued Ordinary Share capital can be vested at any time.
The three Tranches and vesting conditions proposed are:
Tranche | Number of Options | Vesting Price | Exercise Price | Maturity Date |
1 | 120,000,000 | £0.055 | £0.0275 | 30 June 2020 |
2 | 55,000,000 | £0.075 | £0.0375 | 30 June 2021 |
3 | 25,000,000 | £0.100 | £0.0500 | 30 June 2022 |
Apart from each Tranche having specific price vesting requirements, the Company has adopted an overarching vesting requirement which ensures that the Company cannot, at any point in time, have unexercised options exceeding 10% of the Company's issued Ordinary sShares capital (currently 1,245,825,560). Under this vesting criterion, it is possible to have Tranches partially vested and this would be applied pro-rata to option holders.
On average, the Tranches provide the option holders the ability to participate in less than 11% of the increase in market capitalisation, starting from £0.03 (incorporated in current vested options) and prior to any dilution effects.
As the bulk of these options are for the Board, it is considered appropriate that the adoption of this proposal be ratified by shareholders at a General Meeting to be held in London on 19 October 2017 at BDO UK, 55 Baker Street, London, W1U 7EU. It is currently intended that 30% of each Tranche will be allocated to the Managing Director, John Peters, 20% to the Non-Executive Chairman, Alan Broome and another 20% to Non-Executive Director Peter Wale.
Recommendation
The Board considers that the resolution to be put to the General Meeting is likely to promote the success of the Company for the benefit of its shareholders as a whole. The Directors unanimously recommend that you vote in favour of the resolution as they intend to do in respect of their own beneficial holdings, amounting to 11,337,500 Ordinary Shares of £0.001 each in the issued share capital of the Company, representing approximately 1.28 percent of the existing issued Ordinary Share capital of the Company.
For further information, please contact:
Strategic Minerals plc | +61 (0) 414 727 965 |
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John Peters |
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Managing Director |
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www.strategicminerals.net |
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Follow Strategic Minerals on: |
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Vox Markets: | https://www.voxmarkets.co.uk/company/SML/ |
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Twitter: | @SML_Minerals |
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LinkedIn: | https://www.linkedin.com/company/strategic-minerals-plc |
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Facebook: | https://www.facebook.com/search/top/?q=strategic%20minerals%20plc |
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SP Angel Corporate Finance LLP | +44 (0)20 3470 0470 |
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Nominated Adviser and Joint Broker |
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Ewan Leggat |
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Optiva Securities Limited | +44 (0)20 3411 1880 |
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Joint Broker |
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Graeme Dickson |
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Yellow Jersey PR | +44 (0) 7825 916 715 |
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Financial PR |
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Felicity Winkles |
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Joe Burgess |
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Henry Wilkinson |
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Notes to Editors
Strategic Minerals Plc is an AIM-quoted, diversified mineral development and production company with projects in the United States of America, the UK and Australia. The Company is focused on acquiring and developing cash generative, high quality projects which meet local market demand for commodities and utilising this cash flow to undertake value added exploration.
In September 2011, Strategic Minerals purchased its first cash generating asset; the Cobre magnetite tailings dam project in New Mexico, USA which it brought into production in 2012 and which continues to provide a revenue stream for the Company. The portfolio was expanded in January 2016 with the acquisition of shares in Central Australian Rare Earths Pty Ltd, which holds tenements in Western Australia and the Northern Territory that are prospective for cobalt, gold, nickel laterites, nickel sulphides and rare earths. The Company has since acquired all shares in Central Australian Rare Earths Pty Ltd. In May 2016, an additional exploration asset was acquired when the company entered into an agreement with New Age Exploration Limited to acquire up to 50% of the Redmoor Tin/Tungsten project in Cornwall, UK. This 50% acquisition has now been completed and drilling at the project has commenced.