KODAL MINERALS PLC

Remuneration Information • Aug 18, 2022

National Storage Mechanism | Additional information

RNS Number : 3961W

Kodal Minerals PLC

18 August 2022

18 August 2022

Kodal Minerals plc

('Kodal Minerals' or the 'Company')

Grant of Share Options

Kodal Minerals, the mineral exploration and development company focused on lithium and gold assets in West Africa, announces the grant of Share Options to certain directors and senior management (the "Management Incentive Awards") in accordance with its Management Incentive Award Plan.

Background to the Management Incentive Awards

As announced on 27 August 2021, the Company's Remuneration Committee implemented an incentive plan for management aligned with the Group's objectives and to drive shareholder value.  The Remuneration Committee has recommended an update to the incentive plan that recognises the contribution of the team to date in achieving these goals, better fits the evolution of the Bougouni Lithium Project's (the 'Project') development and sets medium term production targets.  These milestones incentivise management to achieve first production of lithium from the Project as soon as practicable to capitalise on the current high prices caused by the gap between the demand for and the supply of spodumene concentrate and maintain stable lithium production thereafter.

Details of the Share Options granted to Bernard Aylward, Chief Executive Officer, and Mohamed Niare, Country Manager, are set out below.  In addition, Share Options have been granted to the Chairman and the non-executive directors as recognition of the additional activities undertaken by each individual in the Company's development. 

Award of Share Options - Executive and Management team

The vesting of the options is linked to the achievement of milestones critical to the development of the Project and which are expected to realise significant value for shareholders. 

Share Options have been granted to Bernard Aylward (CEO) as set out below:

Option Package Awards Vesting criteria	Options
Exercise Price	Number
Securing of finance for the Bougouni mine and completion of all Mali Government Agreements, Update and Variation of Mining Licence and Environment permitting in relation to the Project	£0.00300	30,000,000
Receipt of funds from first sale of spodumene concentrate from the Project within 18 months of receipt of finance	£0.00340	40,000,000
175,000 tonnes of spodumene concentrate produced from the Project	£0.00380	60,000,000
Total	£0.00349 average	130,000,000

Share Options have been granted to Mohamed Niare (Country Manager) as set out below:

Option Package Awards Vesting criteria	Options
Exercise Price	Number
Completion of all Mali Government Agreements, Update and Variation of Mining Licence and Environment permitting in relation to the Project	£0.00300	7,500,000
Receipt of funds from first sale of spodumene concentrate from the Project within 18 months of receipt of finance	£0.00340	7,500,000
175,000 tonnes of spodumene concentrate produced from the Project	£0.00380	10,000,000
Total	£0.00344 average	25,000,000

The Share Options granted to Bernard Aylward and Mohamed Niare Options have exercise prices that are at a modest premium to the current prevailing share price of £0.0026 a lifetime of five years from vesting and vest according to the performance hurdles indicated above.

In the event of a change of control of the Company or a sale of greater than 80% of the interest in the Project, then all Share Options relating to the financing or permitting hurdle vest immediately, and subsequent options relating to production vest at 50% due to the removal of this opportunity.  The value of any proposed sale of the Project must have a nominal share value of greater than £0.0038 for the Share Options to vest.

In the event of ceasing employment, all unvested Share Options will lapse.

Grant of Share Options for Non-Executive directors

Share Options over New Ordinary Shares have been granted to Robert Wooldridge (Chairman), Charles Joseland (Non-Executive Director) and Qingtao Zeng (Non-Executive Director). as set out in the table below. The Share Options will vest in equal tranches with the first one third vesting immediately and exercisable at £0.0030 per share, and the remaining two thirds vesting in two equal tranches on the first and second anniversaries of the grant and exercisable at £0.0034 per share.

Recipient	Share Option Awards
Robert Wooldridge	100,000,000 options
Charles Joseland	75,000,000 options
Qingtao Zeng	130,000,000 options

The Share Options have exercise prices which are at a modest premium to the current prevailing share price of £0.0026 and a lifetime of five years from vesting.

All unvested Share Options will vest immediately on a change of control of the Company, or sale of greater than 80% of the interest in the Project, so long as the value of any proposed sale has a nominal share value of greater than £0.00380p.

In the event of ceasing employment, all unvested Share Options will lapse.

Overview of current Share Options and other incentivisation arrangements.

A total of 470,000,000 Share Options have been granted which, when combined with existing Share Options, Warrants and Performance Share Rights, represents 7.5% of the current issued share capital of the Company.

Following the grant of the Share Options as set out above, Directors and Mohamed Niare hold the following Share Options, Warrants and Performance Share Rights.

Name	Share Options	Warrants	Performance Share Rights	TOTAL
Bernard Aylward	155,000,000	-	145,000,000	300,000,000
Steven Zaninovich	170,000,000	180,000,000	75,000,000	425,000,000
Robert Wooldridge	142,500,000	-	-	142,500,000
Charles Joseland	85,000,000	-	-	85,000,000
Qingtao Zeng	155,000,000	-	-	155,000,000
Mohamed Niare	30,000,000	-	30,000,000	60,000,000

The notification below, which has been made in accordance with the requirements of the UK Market Abuse Regulation, provides further details.

**ENDS**

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/Liz Kirchner                                                                 Tel: 020 3328 5656

SP Angel Corporate Finance LLP, Financial Adviser & Broker

John Mackay/Adam Cowl                                                                                             Tel: 020 3470 0470

St Brides Partners Ltd, Financial PR

Susie Geliher/Ana Ribeiro                                                                                            Tel: 020 7236 1177

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

PDMRs:

Bernard Aylward	CEO
Robert Wooldridge	Chairman
Charles Joseland	Non-Executive Director
Qingtao Zeng	Non-Executive Director

2

Reason for the notification

a)

Position/status

See 1 a) 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

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  

GB00BH3X7Y70

b)

Nature of the transaction

Grant of Share Options

c)

Price(s) and volume(s)

Name	Volume	Exercise Price
Bernard Aylward	30,000,000 40,000,000 60,000,000	0.30p 0.34p 0.38p
Robert Wooldridge	100,000,000	*
Charles Joseland	75,000,000	*
Qingtao Zeng	130,000,000	*

* One third at 0.30p per share and two thirds at 0.34p per share

d)

Aggregated information

- Aggregated volume

- Price

n/a

e)

Date of the transaction

17 August 2022

f)

Place of the transaction

Outside of a trading venue

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END

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