TIDMBEM
RNS Number : 5380E
Beowulf Mining PLC
08 July 2021
The information contained within this announcement is deemed to
constitute inside information as stipulated under the Market Abuse
Regulation ("MAR") (EU) No. 596/2014, as incorporated into UK law
by the European Union (Withdrawal) Act 2018. Upon the publication
of this announcement, this inside information is now considered to
be in the public domain.
8 July 2021
Beowulf Mining plc
("Beowulf" or the "Company")
Exercise of Share Options
Beowulf (AIM: BEM; Spotlight: BEO), the mineral exploration and
development company, announces the issue and allotment of 3,535,412
new ordinary shares of 1 pence each in the Company (the "Shares")
subject to and conditional upon Admission (as defined below) in
order to satisfy an exercise of share options held by Kurt Budge,
Chief Executive Officer of the Company ("Share Options") (who is a
person discharging managerial responsibilities as defined in the EU
Market Abuse Regulation or a "PDMR").
Kurt Budge has exercised Share Options in respect of 9,000,000
shares, originally granted on 17 July 2015. The Share Options, as
originally granted, had an exercise price of 1.66 pence per share
and were due to be exercised no later than 17 July 2020 but the
Company was in a Close Period associated with last year's Capital
Raising. The exercise period was extended, in July 2020, to 17 July
2021 in order to allow Mr Budge the opportunity to exercise the
Share Options, which because of the time extension became non-tax
advantaged.
The Company has opted, with Kurt Budge abstaining from this
decision, to net settle the share option exercise with Kurt Budge
paying the nominal value of the Shares being issued. Net settlement
is where a company settles an employee share award through a
combination of issuing fewer shares and in part using cash. The
cash element is equal to the PAYE and employee NIC due and is paid
to HMRC. The value of the shares received by an employee is equal
to the post-tax (net) value that the employee would have enjoyed
had they received all the shares and sold some to cover the PAYE
and NIC due. Effectively, fewer shares are issued and the Company
has therefore reduced the share dilution suffered by its
shareholders. The number of shares being issued by the Company has
accordingly been reduced from 9,000,000 to 3,535,412 in
satisfaction of the exercise of the 9,000,000 Share Options.
As part of this exercise, Mr. Budge has authorised the Company
to sell 900,000 of the Shares at 3.55 pence per share to fund in
part the nominal value of the Shares being issued, the remainder to
be satisfied in cash by Mr.
Budge. Mr. Budge will receive 2,635,412 Shares.
Following the issue of Shares Mr. Budge's shareholding in the
Company will be 5,957,997 with 3,500,000 share options still
outstanding at an exercise price of 7.35 pence per share.
Application has been made to the London Stock Exchange for the
3,535,412 Shares to be admitted to trading on AIM. The Shares will
rank pari passu with the Company's existing issued share capital.
It is expected that admission of the Shares to AIM will become
effective and that dealings in the Shares will commence on 13 July
2021.
Total Voting Rights
Following admission of the Shares to trading on AIM, the Company
will have 831,710,636 Ordinary Shares in issue. No Ordinary Shares
are held in treasury. The total number of voting rights in the
Company is therefore 831,710,636. The above figure may be used by
shareholders in the Company as a denominator for the calculations
by which they will determine if they are required to notify their
interest in, or a change to their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules.
Enquiries:
Beowulf Mining plc
Kurt Budge, Chief Executive Tel: +44 (0) 20 7583
Officer 8304
SP Angel
(Nominated Adviser & Broker)
Ewan Leggat / Stuart Gledhill Tel: +44 (0) 20 3470
/ Adam Cowl 0470
Blytheweigh
Tim Blythe / Megan Ray Tel: +44 (0) 20 7138
3204
The notifications below, made in accordance with the
requirements of the UK Market Abuse Regulation and provide
additional detail:
1 Details of the person discharging managerial responsibilities/person
closely associated
a. Name Kurt Budge
------------------------------- ---------------------------------------------------------
2 Reason for notification Exercise of Options
---- ------------------------------- ---------------------------------------------------------
a. Position/Status Chief Executive Officer of Beowulf Mining
plc
------------------------------- ---------------------------------------------------------
b. Initial notification/ Initial notification
Amendment
------------------------------- ---------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
------------------------------------------------------------------------------------------
a. Name Beowulf Mining plc
------------------------------- ---------------------------------------------------------
b. LEI 213800MV3XGAOASPT433
------------------------------- ---------------------------------------------------------
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 Ordinary Share of 1p each
the financial instrument,
type of instrument
Identification GB0033163287
Code
------------------------------- ---------------------------------------------------------
b. Nature of the transaction Exercise of share options
------------------------------- ---------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
------------------------------- ----------------
1.66p 3,535,412
---------------- -------------
d. Aggregated information
- Aggregated Volume Aggregate purchase volume: 3,535,412 shares
- Price Aggregate price GBP0.0166
------------------------------- ---------------------------------------------------------
e. Date of the transaction 2021-07-06
------------------------------- ---------------------------------------------------------
f. Place of the transaction Off Market
------------------------------- ---------------------------------------------------------
1 Details of the person discharging managerial responsibilities/person
closely associated
a. Name Kurt Budge
------------------------------- ------------------------------------------------------
2 Reason for notification Sale of Shares
---- ------------------------------- ------------------------------------------------------
a. Position/Status Chief Executive Officer of Beowulf Mining
plc
------------------------------- ------------------------------------------------------
b. Initial notification/ Initial notification
Amendment
------------------------------- ------------------------------------------------------
3 Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
---------------------------------------------------------------------------------------
a. Name Beowulf Mining plc
------------------------------- ------------------------------------------------------
b. LEI 213800MV3XGAOASPT433
------------------------------- ------------------------------------------------------
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 Ordinary Share of 1p each
the financial instrument,
type of instrument
Identification GB0033163287
Code
------------------------------- ------------------------------------------------------
b. Nature of the transaction Sale of Ordinary Shares
------------------------------- ------------------------------------------------------
c. Price(s) and volume(s) Price(s) Volume(s)
------------------------------- ---------------
3.55p 900,000
--------------- ------------
d. Aggregated information
- Aggregated Volume Aggregate Sales: 900,000 shares
- Price Aggregate price GBP0.0355
------------------------------- ------------------------------------------------------
e. Date of the transactions 2021-07-07
------------------------------- ------------------------------------------------------
f. Place of the transaction AIM (London Stock Exchange)
------------------------------- ------------------------------------------------------
Cautionary Statement
Statements and assumptions made in this document with respect to
the Company's current plans, estimates, strategies and beliefs, and
other statements that are not historical facts, are forward-looking
statements about the future performance of Beowulf. Forward-looking
statements include, but are not limited to, those using words such
as "may", "might", "seeks", "expects", "anticipates", "estimates",
"believes", "projects", "plans", strategy", "forecast" and similar
expressions. These statements reflect management's expectations and
assumptions in light of currently available information. They are
subject to a number of risks and uncertainties, including, but not
limited to , (i) changes in the economic, regulatory and political
environments in the countries where Beowulf operates; (ii) changes
relating to the geological information available in respect of the
various projects undertaken; (iii) Beowulf's continued ability to
secure enough financing to carry on its operations as a going
concern; (iv) the success of its potential joint ventures and
alliances, if any; (v) metal prices, particularly as regards iron
ore. In the light of the many risks and uncertainties surrounding
any mineral project at an early stage of its development, the
actual results could differ materially from those presented and
forecast in this document. Beowulf assumes no unconditional
obligation to immediately update any such statements and/or
forecast .
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