12 Apr 2019 07:00
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
12 April 2019
Tri-Star Resources plc ("Tri-Star" or the "Company")
Board Changes, Grant of Share Options, and Issue of Equity
Tri-Star (AIM: TSTR) the mining and minerals processing company, announces that Karen O'Mahony, Acting Chief Executive Officer and Chief Financial Officer of the Company since March 2018, will be stepping down from her role on 30 April 2019. Karen will be replaced by David Facey who will be appointed as Chief Executive Officer and Chief Financial Officer of the Company on the same date.
In order to ensure a smooth transition and the continuity of Tri-Star's strategy, Karen O'Mahony will remain as a special adviser to the Company and will also continue as a director of Strategic & Precious Metals Processing LLC ("SPMP"), the Omani company in which Tri-Star has a 40% equity interest.
In addition, Mark Wellesley-Wood is stepping down as a Director and Non-Executive Chairman of the Company with immediate effect. Adrian Collins, who has been an independent Non-Executive Director of Tri-Star since August 2010, replaces him as Non-Executive Chairman.
Mr David Alan Facey, aged 56, is a Fellow of the Institute of Chartered Accountants of England and Wales and has over 20 years' experience in corporate finance and equity capital markets. He is currently the Finance Director of BlueRock Diamonds plc, an AIM listed diamond producer.
Adrian Collins, Non-Executive Chairman of Tri-Star, commented:
"We would like to thank Mark Wellesley-Wood for his continued commitment and the experience he has brought to Tri-Star during his 5 years as Chairman of the Board and his contribution to the SPMP project.
"We would also like to thank Karen O'Mahony for her significant contribution to the restructuring of Tri-Star as acting CEO. She assumed the role of acting CEO just over a year ago. During this time, she led the Company to conduct a successful equity raising to fund our share of the completion of the SPMP Roaster Project; then successfully disposed of our non-core asset in Turkey; and most recently played a central role in SPMP securing a shareholder loan with no dilution to Tri Star shareholders. I am pleased that she has agreed to remain on the Board of SPMP and continue to support and add further value to Tri-Star's position in Oman.
"We would also like to welcome David Facey as CEO. He has undertaken many complex global transactions advising government, public and private companies of all sizes and will no doubt use that experience in his new role.
"The past few years have been challenging for the Company and we are grateful to the continued support of our shareholders. We anticipate reorganisation alongside these board changes will enable a substantial reduction in the annual running costs of the Company.
"The key to this investment now lies with Steven Din and the operational team in Sohar as we explore a stock exchange listing of SPMP. We have every confidence in his ability to deliver the full production of this plant."
Karen O'Mahony, commented:
"Tri-Star is now in ideal shape to deliver maximum see through value for all shareholders to SPMP.
"The Board and I are satisfied that we have achieved the goal of restructuring the Company. The key focus now is on SPMP and I look forward to continuing close collaboration with the Company as a board member of SPMP and special advisor to Tri-Star. I would also like to personally thank Mark Wellesley-Wood for his hard work and commitment both to Tri-Star and the SPMP project. His wisdom and experience have been a steady force during this transition."
The following details in relation to Mr Facey's appointment are disclosed in accordance with Schedule 2(g) of the AIM Rules:
Current Directorships | Past Directorships |
BlueRock Diamonds plc | VH Nominees Limited |
Chacey LLP | SP Angel Corporate Finance LLP |
PLSL Nominees Limited | SP Angel & Co Limited |
| Bedford Park Dogs LLP |
| Intoware Limited |
There are no other disclosures in accordance with Schedule 2(g) of the AIM Rules.
The Company has granted the following share options to Adrian Collins and David Facey over 800,000 ordinary shares of 5 pence each in the Company ("Share Options").
Director | No. of Share Options being issued | Exercise price per Share Option |
Adrian Collins | 500,000 | 39.5p |
David Facey | 300,000 | 39.5p |
The Share Options vest immediately and have a life of three years from the date of grant.
Following the grant of the Share Options, Adrian Collins and David Facey will hold share options as follows:
Director | No. of existing options | Average Exercise price of existing options | No. of new share options | Exercise price of new share options | Total no. of ordinary shares subject to share options |
Adrian Collins | 79,250 | £12.41 | 500,000 | 39.5p | 579,250 |
David Facey | - | - | 300,000 | 39.5p | 300,000 |
Issue of equity
Tri-Star has today allotted 5,382 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") at a price of 46.4 pence per Ordinary Share in consideration for services provided.
The Company has applied for admission of the 5,382 new Ordinary Shares (the "New Ordinary Shares") to trading on AIM. Dealings are expected to become effective on or around 18 April 2019 ("Admission"). The New Ordinary Shares represent approximately 0.006% of the total Ordinary Shares that are expected to be in issue.
Following Admission, the Company will have 94,125,845 Ordinary Shares in issue. The Company has no shares in treasury, therefore the figure of 94,125,845 should 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 of their interest in, the share capital of the Company under the FCA's Disclosure Guidance and Transparency Rules.
ENDS
Enquiries:
Tri-Star Resources plc
Karen O'Mahony, Acting CEO/ CFO Tel: +44 (0)20 7653 6291
Tavistock Communications Ltd Tel: +44 (0) 20 7920 3150Charles Vivian Mobile: +44 (0) 7977297903
Gareth Tredway Mobile: +44 (0) 7785974264
SP Angel Corporate Finance (Nominated Adviser)
Robert Wooldridge/Jeff Keating Tel: +44 (0)20 3470 0470
FinnCap Ltd (Broker)
Christopher Raggett/ Scott Mattieson/Camille Gochez Tel: +44 (0)20 7220 0500
Notes to the Editor
Tri-Star's principal activities are in an antimony and gold production facility (the "SPMP Project" or the "Project").
The SPMP Project is based in Sohar, Sultanate of Oman, and is being developed by Strategic & Precious Metals Processing LLC ("SPMP"), an Omani company in which Tri-Star has a 40% equity interest.
Tri-Star also has antimony exploration licenses in Canada which are held for their potential contribution of feedstock to the SPMP Project.
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM
1 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | Adrian Collins | ||||
1.2 2. | Reason for the notification | |||||
a) | Position/status: | Non-Executive Chairman | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
1.3 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Tri-Star Resources plc | ||||
b) | LEI: | 213800TIXZSF4ZYI2E58 | ||||
1.4 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 5p each GB00BGDLPW84 | ||||
b) | Nature of the transaction: | Grant of options over 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: |
11 April 2019
| ||||
f) | Place of the transaction: | Outside a trading venue | ||||
1 1. | Details of the person discharging managerial responsibilities/person closely associated | |||||
a) | Name: | David Facey | ||||
1.2 2. | Reason for the notification | |||||
a) | Position/status: | Chief Executive Officer and Chief Financial Officer | ||||
b) | Initial notification/Amendment: | Initial notification | ||||
1.3 3. | Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||
a) | Name: | Tri-Star Resources plc | ||||
b) | LEI: | 213800TIXZSF4ZYI2E58 | ||||
1.4 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 5p each GB00BGDLPW84 | ||||
b) | Nature of the transaction: | Grant of options over 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: |
11 April 2019
| ||||
f) | Place of the transaction: | Outside a trading venue | ||||