Last checked at 6 Aug 2020 11:00
6 August 2020
SUNRISE RESOURCES PLC
(the "Company")
Director Dealing, Issue of Equity & Warrants, Total Voting Rights
Sunrise Resources plc, the AIM-traded company focusing on the development of its CS Pozzolan-Perlite Project in Nevada, USA, wishes to announce as follows:
Issue of Fee Shares
Pursuant to terms agreed on 20 August 2008, the directors of the Company will be receiving settlement of a portion of their outstanding fees in Ordinary Shares of 0.1 pence each in the Company ("Ordinary Shares"), calculated with reference to the closing mid-market price on the trading day prior to the issue of the Ordinary Shares. This enables the Company to preserve cash for its project activities.
Consequently, on Wednesday 5 August 2020, the Board resolved to issue a total of 7,173,959 new Ordinary Shares to the directors, in settlement of a portion of their outstanding net fees, for the six-month period ended 31 March 2020 ("the Fee Shares"). The Fee Shares were issued at a price of 0.195 pence per share, being the closing mid-market price of the Company's Ordinary Shares on AIM on Tuesday 4 August 2020.
The following table shows the number of Fee Shares issued to the directors and their total holdings following the issue of the Fee Shares:
Director | Number of Ordinary Shares issued | Total interest in Ordinary Shares following Admission | % of Company's issued share capital following Admission | |
Patrick Cheetham* | 1,975,713 | 231,047,657* |
| |
David Swan | 1,907,046 | 29,281,338 | 0.88 | |
Roger Murphy | 3,291,200 | 48,949,823 | 1.47 |
* includes 5,500,000 shares held by K E Cheetham, wife of P Cheetham.
Application will be made to the London Stock Exchange for the Fee Shares, which will rank pari passu with the existing Ordinary Shares, to be admitted to trading on AIM ("Admission"), and it is expected that Admission will occur on or around Wednesday 12 August 2020.
Total Voting Rights
In accordance with Financial Conduct Authority's Disclosure Guidance and Transparency Rules ("DTRs"), following the issue and Admission of the Fee Shares, the total issued share capital of the Company with voting rights will be 3,320,854,014 Ordinary Shares.
The above figure of 3,320,854,014 Ordinary Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the DTRs.
Issue of Employee Warrants
Also on Wednesday 5 August 2020 the Board resolved to issue warrants to subscribe for Ordinary Shares in the Company as follows:
(a) a total of 5,000,0000 warrants over new Ordinary Shares, representing 0.15% of the Company's issued share capital after issue of the Fee Shares, to employees of Tertiary Minerals plc ("Tertiary") working on the Company's behalf and to a non-executive director of the Company in connection with their remuneration as follows:
Grantee | No. of Warrants | Warrant exercise price (pence per share) |
Tertiary Employees (4) | (Total of) 3,000,000 | 0.195
|
Non-Executive Director Mr. Roger Murphy | 2,000,000 | 0.195 |
The Warrant exercise price has been calculated by reference to the closing mid-market price on 4 August 2020 being 0.195 pence. Each warrant entitles the holder to subscribe for one Ordinary Share in the Company at their respective warrant exercise prices at any time within 4 years from 5 August 2021.
(b) a total of 30 million warrants over new Ordinary Shares representing 0.90% of the Company's issued share capital after issue of the Fee Shares to the Executive Chairman of the Company, Patrick Cheetham, in connection with a remuneration incentive scheme proposed by the Remuneration Committee and agreed by the Board. These warrants will again have an exercise price of 0.195 pence. Each warrant entitles the holder to subscribe for one Ordinary Share in the Company at the warrant exercise price after vesting and within 4 years from 5 August 2021. 15,000,000 of these warrants will vest after one year and 15,000,000 warrants will vest on the Company making the first sustainable sales of perlite/pozzolan product from the CS Project and all will vest in the event of a change in control of the Company.
This brings the total warrants and options in issue in the Company to 75,090,909, representing 2.26% of the Company's enlarged issued share capital.
Market Abuse Regulation
The notifications below, made in accordance with the requirements of the EU Market Abuse Regulation, provide further details on the issue of warrants.
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: | Patrick Cheetham | ||||
2. | Reason for the notification | |||||
a) | Position/status: | 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: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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 0.1p each GB00B075Z681 | ||||
b) | Nature of the transaction: | Issue of new Ordinary Shares in settlement of a portion of their outstanding fees | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | David Swan | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Senior Non-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: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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 0.1p each GB00B075Z681 | ||||
b) | Nature of the transaction: | Issue of new Ordinary Shares in settlement of a portion of their outstanding fees | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Roger Murphy | ||||
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: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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 0.1p each GB00B075Z681 | ||||
b) | Nature of the transaction: | Issue of new Ordinary Shares in settlement of a portion of their outstanding fees | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Judith Hayes | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Administration Manager, Tertiary Minerals plc | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Sondra Pyrch | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Management Accountant, Tertiary Minerals plc | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
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d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Jaelithe Talboom | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Business Assistant, Tertiary Minerals plc | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
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e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Joel Cheetham | ||||
2. | Reason for the notification | |||||
a) | Position/status: | Data Manager, Tertiary Minerals plc | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Roger Murphy | ||||
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: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Patrick Cheetham | ||||
2. | Reason for the notification | |||||
a) | Position/status: | 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: | Sunrise Resources plc | ||||
b) | LEI: | 213800MGDOE974QHPZ44 | ||||
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: | Warrants, each warrant to subscribe for one ordinary share of 0.1p each GB00B075Z681 (Ordinary Shares) | ||||
b) | Nature of the transaction: | Grant of warrants to subscribe for new ordinary shares | ||||
c) | Price(s) and volume(s): |
| ||||
d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above
| ||||
e) | Date of the transaction: | 5 August 2020 11:00 UTC | ||||
f) | Place of the transaction: | Outside a trading venue | ||||
Further information:
Sunrise Resources plc Patrick Cheetham, Executive Chairman | Tel: | +44 (0)1625 838 884 |
Beaumont Cornish Nominated Adviser James Biddle/Roland Cornish
| Tel: | +44 (0) 207 628 3396
|
Peterhouse Capital Limited Broker Lucy Williams/Duncan Vasey | Tel: | +44 (0) 207 469 0930 |
Notes to Editors:
Sunrise Resources plc is working towards the development of profitable mining operations at the CS Pozzolan-Perlite Project in Nevada, USA and to unlock the value inherent in its diverse portfolio of industrial minerals, precious metals and base metal projects.
Shares in the Company trade on AIM. EPIC: "SRES". Website: www.sunriseresourcesplc.com