TIDMMML
RNS Number : 1638I
Medusa Mining Limited
09 June 2011
MEDUSA MINING LIMITED
ABN: 60 099 377 849
Unit 7, 11 Preston Street
Como WA 6152
PO Box 860
Canning Bridge WA 6153
Telephone: 618-9367 0601
Facsimile: 618-9367 0602
Email: admin@medusamining.com.au
Internet: www.medusamining.com.au
ANNOUNCEMENT
09 June 2011
BOARD RESTRUCTURE FOLLOWING TSX DELISTING
TO OVERSEE THE NEXT PHASE OF MEDUSA's
GROWTH & DEVELOPMENT
Following the Board's decision to delist from the Toronto Stock
Exchange, and to oversee the next phase of the Company's growth and
development, the Directors of Medusa Mining Limited ("Medusa" or
the "Company") are pleased to announce the following changes to the
composition and structure of the Board which are to take effect
immediately:
-- Mr Peter Jones to stand down as Chairman and retire as
Non-Executive Director.
-- Mr Geoff Davis to stand down as Managing Director but be
re-appointed as Non-Executive Chairman to replace Mr Jones.
-- Mr Peter Hepburn-Brown to be appointed as Managing Director
of the Company to replace Mr Davis.
-- Mr Roy Daniel to retire as Finance Director and Joint Company
Secretary of the Company but will continue in his role as Chief
Financial Officer of the Company.
The restructured Board will be well positioned to oversee the
next phase of the Company's growth and development and the
retention of Messrs Davis, Hepburn-Brown and Daniel in key
positions within the restructured Board and senior management team
ensures that Medusa and its stakeholders will enjoy continued
access to the significant experience and knowledge of the Company's
business that these individuals provide.
The Board of Medusa is committed to good corporate governance
and intends to appoint an additional independent Non-Executive
Director as soon as a suitable candidate has been identified in
order to comply with the recommendations of the ASX Corporate
Governance Council's Corporate Governance Principles and
Recommendations.
Additional information about the Board restructure
Further details about the specific changes to the composition of
the Board are set out below.
Mr Peter Jones to stand down as Chairman and retire as
Non-Executive Director
Mr Jones was appointed to the Board on 8 July 2010. During this
term, he has made many contributions to the Company and has
demonstrated a commitment to good corporate governance. Being
Canadian based, Mr Jones has played a role in facilitating the
Company's presence in the Canadian market.
The Directors would like to sincerely thank Mr Jones for his
efforts and commitment to the Company.
Comments from Geoff Davis:
"The Board of Medusa joins me in thanking Peter Jones, for his
contribution as Chairman to the Company which commenced when we
listed on the Toronto Stock Exchange in November 2009.
Peter has been with the Company while it has bedded down its
production at the current 100,000 ounces per year level, and has
provided valuable guidance during this period. We wish him well in
his future endeavours."
Mr Geoff Davis to stand down as Managing Director but be
re-appointed as Non-Executive Chairman
Mr Davis has been the Managing Director of the Company since its
inception on 5 February 2002. His leadership and vision has been a
driving force behind the many achievements of the Company and has
contributed to Medusa being recognised as a significant gold
producing company.
Mr Geoff Davis will take on the position as Chairman in order to
oversee a smooth transition of the board changes. The Board is
pleased that Mr Davis will continue to be involved with the Company
in his new position as Chairman.
The Directors would like to sincerely thank Mr Davis for his
dedicated leadership and invaluable contributions over the years in
his role as Managing Director which have been instrumental to the
growth of the Company and has placed Medusa in great stead for the
future.
Comments from Geoff Davis:
"My goal as the founding Managing Director of Medusa was to
acquire gold and gold/copper assets with the aim of developing a
cash flow from mining within 2 years as well as explore for high
grade deposits in areas with good access and where infrastructure
is available for processing the ore should the Company's
exploration prove successful. We achieved our first modest cash
flow in 2005 less than two years after the floating of the Company
in 2003.
In over 30 years of experience working in Southeast Asia, I have
always regarded the Philippines as a favourable jurisdiction for
deposit discovery and mining investment. The world class Co-O Mine
bears testament to that and it is only the beginning of a pipeline
of projects on the Company's contiguous tenement package of 820
sqkm.
The Company has witnessed unprecedented growth in the last
couple of years. The Board agrees with me that now is the most
appropriate time to hand over the reins of managing the Company to
the current Executive Director of Operations, Mr Peter
Hepburn-Brown as Medusa heads through its next phase of growth and
development which is now focused on developing new mines and
building new production facilities.
To ensure a smooth transition and continuity, I am pleased to
take on the role as Chairman and to be available to provide any
advice or assistance required by Peter and his team. Finally, a
special thanks to all our staff and shareholders for their
continued support over the years."
Mr Peter Hepburn-Brown to be appointed as Managing Director
Mr Hepburn-Brown joined Medusa in September 2009 and was
appointed as Executive Director - Operations on 27 July 2010. In
this role, Mr Hepburn-Brown has been responsible for managing all
operational and technical aspects of the Company's operations in
the Philippines. Mr Hepburn-Brown is a mining engineer with 28
years of experience in a wide range of mining situations. He has
held senior management positions, such as Executive Director
Operations for Harmony Gold Australia and General Manager
Operations for Great Central Mines, as well as other executive,
operational and consulting positions.
The Directors welcome Mr Hepburn-Brown as Managing Director of
the Company and look forward to working with him in his new
position as he guides the Company through the next phase of its
growth and development.
A summary of the key terms and conditions of Mr Hepburn-Brown's
employment arrangement with the Company is set out in the schedule
to this announcement.
Comments from Geoff Davis:
"We are very pleased that Peter Hepburn-Brown has accepted the
role of Managing Director at a pivotal time in the Company's growth
and development which is now focused on developing new mines and
building new production facilities. Peter who is a mining engineer,
joined the Board in September 2009 and his operational experience
for this role is very appropriate having earned his early stripes
in the industry as a shaft sinker, jumbo operator and narrow vein
stope miner. His appointment as Director Operations in July 2010,
has had a marked impact on all aspects of the Company's operations,
in particular the areas of mine planning and development, and the
upgrading of ancillary programs at both mine and mill, which are
all providing positive results.
We are extremely confident in Peter's ability to guide the
Company, through the many challenges, commencing with the expansion
of the Co-O operations, followed closely by the development of a
new mine at Bananghilig and others beyond that, as the Company
self-funds its organic growth."
Comments from Peter Hepburn-Brown:
"It is a privilege to accept my appointment as Managing Director
of Medusa as it embarks on an expansionary program to become a
400,000 ounce per annum gold producer within the next 5 years.
With the current business model of self-funding all capital
requirements and continued dividend payments working effectively,
my immediate focus is to ensure that the current operations at the
Co-O Mine continue to operate safely and in an efficient manner as
the planned expansion takes shape. I will not be making any changes
to existing policies and operating models but will be concentrating
on building upon them.
I firmly believe there are exciting times ahead, not only with
two projects in the pipeline but others that will follow and I look
forward to working with the Board, senior management team and all
employees as we move into the next phase of Medusa's growth and
development as it strives to be a respected gold producer in the
Philippines."
Retirement of Mr Roy Daniel as Finance Director and Joint
Company Secretary
Mr Daniel was appointed Finance Director on 13 April 2006 and
has been the Joint Company Secretary since 6 December 2004.
Although Mr Daniel is stepping down from the Board, he will
continue in his role as Chief Financial Officer of the Company,
still with responsibilities for all day-to-day financial,
administrative and corporate functions of the Company.
Comments from Geoff Davis:
"The Board joins me in thanking Roy for his valuable
contribution as a Director for the last five years. He has
voluntarily offered to step down at this time of change so that the
Board's composition is consistent with good corporate governance
and to preserve the relatively modest Board size.
Roy has been instrumental in the corporate development of the
Company and forging the excellent relationships we have within our
management and external advisors in the Philippines. In his
continuing capacity as CFO, Roy will ensure that we maintain this
continuity as the Company grows and develops."
For further information please contact:
Australia
Medusa Mining Limited +61 8 9367 0601
Peter Hepburn-Brown, CEO
Roy Daniel, CFO
United Kingdom
Fairfax I.S. PLC +44 (0)20 7598 5368
Financial Adviser/ Broker
Ewan Leggat/Laura Littley
Canada
Nicholas Sayce, Investor Relations +1 416 822 4404
SCHEDULE 1
Below is a summary of the key terms and conditions of Mr Peter
Hepburn-Brown's employment arrangement with the Company. These
terms and conditions are the same as those attaching to Mr
Hepburn-Brown's existing employment arrangement with the Company,
save for the additional responsibilities that he will assume as
Managing Director and the proposed grant of performance rights.
Item Description
------------- ---------------------------------------------------------------
Term An initial term ending on 9 June 2016 (subject
to earlier termination) ("Initial Term"). If
not terminated before this time, the agreement
will continue until terminated.
------------- ---------------------------------------------------------------
Remuneration -- Base salary A fixed base salary of $650,000
per annum plus a superannuation contribution
which is the greater of: 1. $50,000 per annum;
and 2. the minimum statutory superannuation
contribution requirements -- Short term incentive
Mr Hepburn-Brown may be entitled to an annual
bonus at the discretion of the Board. In
determining eligibility for and the quantum of
such a bonus, the Board will consider, without
limitation, the performance of the Company, the
performance of Mr Hepburn-Brown and prevailing
market conditions -- Long term incentive
Performance rights - subject to shareholder
approval at the upcoming annual general meeting,
the issue of 250,000 performance rights to Peter
Hepburn-Brown to acquire fully paid ordinary
shares in the Company on the terms and conditions
as determined by the Board. The performance
rights would vest as follows: (a) 40% of the
performance rights (ie 100,000 performance
rights) would vest on successful commissioning of
the new Co-O Plant, within the budget and
timeframe approved by the Board; and (b)
thereafter, 20% of the performance rights (ie
50,000 performance rights) would vest in each
year that Mr Hepburn-Brown remains employed by
the Company.
------------- ---------------------------------------------------------------
Termination -- Termination by the Company
The Company may terminate Mr Hepburn-Brown's
employment at any time by giving a period of
notice in writing, or payment in lieu of a period
of notice, equal to:
1. the number of whole months remaining in the
initial term; or
2. 12 months, if the number of whole months remaining
is less than 12 months.
The Company may terminate Mr Hepburn-Brown's
employment immediately for misconduct. If this
occurs, the Company is only liable to pay Mr
Hepburn-Brown up to the date of termination.
-- Termination by Mr Hepburn-Brown
Mr Hepburn-Brown may terminate his employment
at any time by giving not less than 3 months'
written notice.
Mr Hepburn-Brown may terminate his employment
immediately if the Company is in default of its
obligations, enters liquidation or has a receiver
appointed over any of its assets. If this occurs,
the Company will be liable to pay Mr Hepburn-Brown's
salary for:
1. the number of whole months remaining in the
initial term; or
2. 12 months, if the number of whole months remaining
is less than 12 months.
-- Termination by reason of Material Diminution
A "Material Diminution" is a change in Mr Hepburn-Brown's
status as Managing Director of the Company, including
without limitation:
1. a material change in his authority in respect
of the business of the Company; or
2. a change in his reporting relationship with
the Board.
If a Material Diminution occurs, within 3 months
of this occurring, Mr Hepburn-Brown may give
the Company 2 weeks written notice of termination.
If this notice is given, the Company will be
liable to pay Mr Hepburn-Brown's salary for:
1. the number of whole months remaining in the
initial term at the end of the 2 week notice
period; or
2. 12 months, if the number of whole months remaining
in the initial term at the end of the 2 week
notice period is less than 12 months.
------------- ---------------------------------------------------------------
Other The Employee's contract also contains provisions
for the protection of the Company's interest
in such areas as confidentiality, conflict of
interests and business dealings.
------------- ---------------------------------------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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