ANDRADA MINING LIMITED

Remuneration Information • May 11, 2023

National Storage Mechanism | Additional information

RNS Number : 0230Z

Andrada Mining Limited

11 May 2023

11 May 2023

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 (MAR) as in force in the United Kingdom pursuant to the European Union (Withdrawal) Act 2018. Upon the publication of this announcement via Regulatory Information Service (RIS), this inside information is now considered to be in the public domain.

Andrada Mining Limited

("Andrada" or the "Company")

Issue of Share Options

Issue of Equity (Shares in lieu of Directors Fees)

Andrada Mining Limited (AIM: ATM), an African technology metals mining company with a portfolio of mining and exploration assets in Namibia announces that the Company has today granted options over 41,217,116 ordinary shares of the Company ("Options") to certain Directors, senior managers, and employees of the Company, in line with its Long-Term Incentive Scheme ("LTIP"). The LTIP was established to incentivise and reward individuals whose skills and extensive experience facilitate the implementation of the Company's strategic objectives.

Employees were awarded the majority of the options with the balance being issued to Directors and senior managers of the Company, as detailed below. The Options are exercisable at a price of 6p per ordinary share. For the employees and senior managers, the Options can be exercised at any time from 1 May 2026, for a period of seven years and for the Directors, the Options can be exercised at any time from 1 May 2028, for a period of seven years, subject to certain additional conditions being satisfied. In each case, the options will vest in three tranches and each tranche can only be exercised if the 60-day Volume Weight Average Price ("60-day VWAP") of the Andrada share price exceeds the target share price for that tranche. The target share price for the three tranches are 7p, 8p and 9p respectively. These targets have been created to ensure that the incentives capture the sustainable improvement in the business performance. The Options expire in 2033 and are also conditional on the continued employment of the relevant recipient as an employee of the Company at the time of exercise.

Until recently, Andrada has been in early production and feasibility study phase with low cash generative capacity. To that effect, the Company has remunerated its non-Executive directors with a combination of comparatively lower fees, and options.  However, the Board has resolved to cease remuneration to non-Executive Directors through the issue of options from the next financial year and will only pay cash-based remuneration to those directors going forward.

The options issued to the Directors and PDMRs are as set out as follows:

Name	Tranche one vesting at 7p (60-day VWAP) and exercisable in 60 Months from date of grant	Tranche two vesting at 8p (60-day VWAP) and exercisable in 60 Months from date of grant	Tranche three vesting at 9p (60-day VWAP) and exercisable in 60 Months from date of grant	Total number of options issued
Glen Parsons* Non-Executive Director	281,149	281,149	281,149	843,447
Laurence Robb* Non-Executive Director	281,149	281,149	281,149	843,447
Terence Goodlace* Non-Executive Director	281,149	281,149	281,149	843,447
Michael Rawlinson Non-Executive Director	281,149	281,149	281,149	843,447
Gida Nikazibwe Sekandi Non-Executive Director	281,149	281,149	281,149	843,447
Anthony Viljoen* Chief Executive Officer & Executive Director	937,163	937,163	937,163	2,811,489
Hiten Ooka Financial Director	702,872	702,872	702,872	2,108,616
Chris Smith Chief Operations Officer	702,872	702,872	702,872	2,108,616
Frans van Daalen Chief Strategy Officer	702,872	702,872	702,872	2,108,616

*These directors also benefit from other share options in the Company as follows: Anthony Viljoen - options over 10,600,000 ordinary shares; Glen Parsons - options over 4,500,000 ordinary shares; Laurence Robb - options over 4,000,000 ordinary shares and Terrence Goodlace - options over 4,000,000 ordinary shares. More details of these options are set out on page 20 of the Company's Annual Report for the year ended 28 February 2022.

Shares in lieu of Directors' fees.

In addition, the Company has today issued 1,092,189 Ordinary Shares ("New Shares") to Mr. Laurence Robb and Mr. Michael Rawlinson, in lieu of their fees for the financial years ended February 2022 and 2023. This is in accordance with the terms of their contracts. The associated calculations are set out below:

Name of NED	H1 2022			H2 2022			H1 2023			H2 2023			Total shares in lieu of fees
Fees in lieu of shares: GBP	Average closing price GBP for H1	Number of issued shares	Fees in lieu of shares: GBP	Average closing price GBP for H2	Number of issued shares	Fees in lieu of shares: GBP	Average closing price GBP for H1	Number of issued shares	Fees in lieu of shares: GBP	Average closing price GBP for H2	Number of issued shares
Michael Rawlinson	0	-	0	3,500	£0.0544	64,396	10,500	£0.0353	160,852	10,500	£0.0478	219,516	444,764
Laurence Robb	£9,000	£0.0578	155,807	9,000	£0.0544	165,189	9,000	£0.0353	137,873	9,000	£0.0478	188,156	647,426
Total			155,807			229 984			298 726			407 672	1,092,189

Application has been made for the admission of the New Shares to trading on AIM, and the Company expects that the admission will become effective and dealings in the Warrant Shares will commence at 8.00 a.m. on or around 17 May 2023 ("Admission").

In accordance with the provisions of the Disclosure Guidance and Transparency Rules (DTR) of the Financial Conduct Authority, the Company confirms that upon Admission its issued share capital will comprise 1,538,955,533 Ordinary Shares of no-par value. All of the Company's Ordinary Shares have equal voting rights and none of the Ordinary Shares are held in treasury. The total number of voting rights in the Company will therefore be 1,538,955,533 following Admission.

This total voting rights figure may be used by shareholders as the denominator for calculations to determine whether they are required to notify their interests in, or a change to their interest in Andrada under the DTRs. The notification of dealing forms for the options and issue of equity can be found below. These notifications are made in accordance with the requirements of the UK Market Abuse Regulation.

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Glen Parsons

2

Reason for the notification

a)

Position/status

Non-Executive Director & Chairman

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor

a)

Name

Andrada Mining plc

b)

LEI

·      213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	843,447

d)

Aggregated information

-    Aggregated volume

-     Price

843,447

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Laurence Robb

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

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	843,447

d)

Aggregated information

-    Aggregated volume

-     Price

843,447

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Terence Goodlace
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

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	843,447

d)

Aggregated information

-    Aggregated volume

-     Price

843,447

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Michael Rawlinson
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	Andrada Mining plc
b)	LEI	213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	843,447

d)

Aggregated information

-    Aggregated volume

-     Price

843,447

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Gida Nakazibwe Sekandi 

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

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	843,447

d)	Aggregated information -    Aggregated volume -     Price	843,447 6p
e)	Date of the transaction	11 May 2023
f)	Place of the transaction	XLON, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Anthony Viljoen

2

Reason for the notification

a)

Position/status

Chief Executive Officer

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor

a)

Name

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	2,811,489

d)

Aggregated information

-    Aggregated volume

-     Price

2,811,489

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Hiten Ooka

2

Reason for the notification

a)

Position/status

Financial Director

b)

Initial notification/ Amendment

Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor

a)

Name

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	2,108,616

d)

Aggregated information

-    Aggregated volume

-     Price

2,108,616

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Chris Smith
2	Reason for the notification
a)	Position/status	Chief Operational Officer
b)	Initial notification/ Amendment	Initial notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor

a)

Name

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	2,108,616

d)

Aggregated information

-    Aggregated volume

-     Price

2,108,616

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1	Details of the person discharging managerial responsibilities/person closely associated
a)	Name	Frans van Daalen
2	Reason for the notification
a)	Position/status	Chief Strategy Officer
b)	Initial notification/ Amendment	Initial notification
3	Details of the issuer, emission allowance market participant, auction platform, auctioneer, or auction monitor
a)	Name	Andrada Mining plc
b)	LEI	213800FKOXWBL6JBVH90
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 share GG00BD95V148

b)

Nature of the transaction

Issue of options

c)

Price(s) and volume(s)

Price(s)	Volume(s)
6p	2,108,616

d)

Aggregated information

-    Aggregated volume

-     Price

2,108,616

6p

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

1

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Michael Rawlinson

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

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of Equity in lieu of fees

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5.44p 3.53p 4.78p	64,396 160,852 219,516

d)

Aggregated information

-    Aggregated volume

-     Price

444,764

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

Details of the person discharging managerial responsibilities/person closely associated

a)

Name

Laurence Robb

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

Andrada Mining plc

b)

LEI

213800FKOXWBL6JBVH90

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 share

GG00BD95V148

b)

Nature of the transaction

Issue of equity (in lieu of fees)

c)

Price(s) and volume(s)

Price(s)	Volume(s)
5.78p 5.44p 3.53p 4.78p	155,807 165,189 137,873 188,156

d)

Aggregated information

-    Aggregated volume

-     Price

647,426

e)

Date of the transaction

11 May 2023

f)

Place of the transaction

XLON, AIM

Andrada Mining Limited Anthony Viljoen, CEO Sakhile Ndlovu, Head of Investor Relations	+27 (11) 268 6555
Nominated Adviser
WH Ireland Limited Katy Mitchell	+44 (0) 207 220 1666
Corporate Advisor and Joint Broker
H&P Advisory Limited Andrew Chubb Jay Ashfield Matt Hanson	+44 (0) 20 7907 8500
Stifel Nicolaus Europe Limited Ashton Clanfield Callum Stewart Varun Talwar	+44 (0) 20 7710 7600
Tavistock Financial PR (United Kingdom) Emily Moss Catherine Drummond Adam Baynes	+44 (0) 207 920 3150

About Andrada Mining Limited

Notes to editors

Andrada Mining Limited is a London-listed technology metals mining company with a vision to create a portfolio of globally significant, conflict-free, production and exploration assets. The Company's flagship asset is the Uis Mine in Namibia, formerly the world's largest hard-rock open cast tin mine. 

Lithium laboratory test work completed during the 2022 calendar year indicated a high-grade, ultra-low iron lithium petalite concentrate. The test work to convert lithium petalite concentrate to battery-grade lithium hydroxide was initiated with Nagrom, a leading Australian processing company, and commercial engagements with lithium petalite concentrate off - takers are on-going.

An exploration drilling programme is currently underway with the aim of expanding the tin resource over the fourteen additional, historically mined pegmatites, all of which occur within a 5 km radius of the current processing plant. The Company has set a mineral resource target of 200 Mt to be delineated within the next 5 years. The substantial mineral resource potential allows the Company to consider economies of scale.

Andrada is managed by a board of directors with extensive industry knowledge and management team with deep commercial and technical skills. Furthermore, the Company is committed to the sustainable development of its operations and the growth of its business. This is demonstrated by how the leadership team places significant emphasis on creating value for the wider community, investors, and other key stakeholders. Andrada has established an environmental, social and governance system which has been implemented at all levels of the Company and aligns with international standards.

-END-

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