Issue of shares in lieu of fees & TVR
Kodal Minerals Plc / Index: AIM / Epic: KOD / Sector: Mining
7 April 2020
Kodal Minerals plc ('Kodal Minerals' or the 'Company')
Issue of shares to directors and senior management in lieu of fees to preserve cash and
change to Total Voting Rights
Kodal Minerals, the mineral exploration and development company focused on its Bougouni Lithium Project (the 'Project' or the 'Bougouni Project') in southern Mali, announces the issue of a total of 378,323,379 new ordinary shares of 0.03125p each in the Company ("New Ordinary Shares") to a number of Directors and senior management as payment for salaries or fees owed for the last six months totalling £132,413. The New Ordinary Shares are being issued at a price of 0.035p per share, the closing mid-market share price on 6 April 2020 and the same price as the recent subscription as part of the new financing facility, details of which were announced today.
Certain directors and senior management had deferred all or part of their fees for the 6 month period ended 31 March 2020 and have now agreed to take payment of these deferred fees in Ordinary Shares as demonstration of their support for the Company and their confidence in its prospects. Given the current highly uncertain economic climate and the Company's limited cash resources, settling these accrued director fees and salaries in shares is considered appropriate and in the interests of the Company and its shareholders. The directors and senior management receiving New Ordinary Shares have undertaken not to seek to dispose of any of those shares for at least six months and thereafter any disposal would be undertaken through the Company's broker on an orderly market basis.
The Company's announcement earlier today also included an update on trading and its financial position with details of cost savings that have been made, including a reduction in Board fees by 60% going forward.
The New Ordinary Shares being issued to Directors of the Company and its subsidiary (or their nominee) and their resulting interests in the Company's Ordinary Shares are set out below:
|
Director |
Role |
N o. of New Ordinary Shares issued |
Interest in Ordinary Shares upon Admission |
Percentage of issued share capital upon Admission |
|
Bernard Aylward |
C EO |
101,172,708 |
221,007,656 |
2.00% |
|
Robert Wooldridge |
C hairman |
64,285,714 |
153,723,858 |
1.39% |
|
Mohammed Niare |
Country Manager, Mali |
104,864,957 |
217,027,099 |
1.96% |
The issue of New Ordinary Shares to the above persons is a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, Charles Joseland and Qingtao Zeng, the directors independent of this transaction, consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.
Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that admission will take place on or around 15 April 2020 ("Admission"). The New Ordinary Shares will represent approximately 3.42% of the Company's issued ordinary share capital following their issue and will rank pari passu in all respects with the Company's existing ordinary shares.
Total Voting Rights
Upon Admission, the issued share capital of the Company will consist of 11,053,635,927 ordinary shares of 0.03125p each . The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company from Admission will be 11,053,635,927. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in or a change to their interest in the Company under the FCA's Disclosure Guidance and Transparency Rules.
Further details and the information required in accordance with the requirements of Article 19(3) of the EU Market Abuse Regulation No 596/2014 are set out at the end of this announcement.
For further information, please visit www.kodalminerals.com or contact the following:
|
Kodal Minerals plc Bernard Aylward, CEO |
Tel: +61 418 943 345
|
|
Allenby Capital Limited, Nominated Adviser Jeremy Porter/Nick Harriss
|
Tel: 020 3328 5656 |
|
SP Angel Corporate Finance LLP, Financial Adviser & Broker John Mackay
|
Tel: 020 3470 0470 |
|
St Brides Partners Ltd, Financial PR Catherine Leftley/Cosima Akerman
|
Tel: 020 7236 1177 |
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 |
PDMRs:
|
||||
|
2 |
Reason for the notification |
|||||
|
a) |
Position/status |
See 1a) above |
||||
|
b)
|
Initial notification /Amendment |
Initial notification |
||||
|
3
|
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor |
|||||
|
a) |
Name |
Kodal Minerals plc |
||||
|
b) |
LEI |
213800VKFS7TS32EGI81 |
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|
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 0.03125p
|
||||
|
b) |
Nature of the transaction |
Issue of ordinary shares in consideration of payment of salaries/fees
|
||||
|
c) |
Price(s) and volume(s) |
Price: 0.035 p
Volumes:
|
||||
|
d) |
Aggregated information - Aggregated volume - Price |
n/a
|
||||
|
e) |
Date of the transaction |
7 April 2020 |
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|
f) |
Place of the transaction |
Outside of a trading venue |
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