Strategic Minerals PLC Notice of General Meeting (4796S)
October 03 2017 - 1:00AM
UK Regulatory
TIDMSML
RNS Number : 4796S
Strategic Minerals PLC
03 October 2017
3 October 2017
Strategic Minerals plc
("Strategic Minerals" or the "Company" or "SML")
Notice of General Meeting
Share Option Proposal
The following is an extract from a circular and notice of
General Meeting sent to shareholders of the Company on 3 October
2017:
Dear Shareholder,
This circular encompasses the General Meeting of Strategic
Minerals plc ("Strategic" or the "Company"), seeking to give
authority to the Directors to set up an option programme.
General Meeting
A notice convening a General Meeting to be held at the offices
of BDO UK, 55 Baker Street, London, W1U 7EU at 10:30 a.m. on 19
October 2017 is set out at the end of this document. Shareholders
will find accompanying this circular a Form of Proxy for use at the
General Meeting. Whether or not shareholders intend to be present
at the General Meeting, they are requested to complete, sign and
return the Form of Proxy in accordance with the instructions
printed on it to be received by the Company's Registrar, Share
Registrars Ltd, not later than 11:30 a.m. on 17 October 2017.
Completion and return of the Form of Proxy will not affect a
shareholder's right to attend and vote in person at the General
Meeting if they so wish.
At the General Meeting one resolution will be proposed and are
detailed further in this letter. The resolution will be proposed as
a special resolution, and therefore for this resolution to be
passed, at least three-quarters of the votes cast must be in favour
of the resolution.
Special Resolution
To authorise the Board to set up one or more option schemes,
within 90 days of passing the resolution, for a maximum of options
on 200,000,000 Ordinary sShares in the tranches outlined below,
with the price vesting requirements, the various exercise prices
and the overarching requirement to ensure that no more than 10% of
the cCompany's issued Ordinary Share capital can be vested at any
time.
The three Tranches and vesting conditions proposed are:
Tranche Number of Options Vesting Exercise Maturity
Price Price Date
30 June
1 120,000,000 GBP0.055 GBP0.0275 2020
30 June
2 55,000,000 GBP0.075 GBP0.0375 2021
30 June
3 25,000,000 GBP0.100 GBP0.0500 2022
Apart from each Tranche having specific price vesting
requirements, the Company has adopted an overarching vesting
requirement which ensures that the Company cannot, at any point in
time, have unexercised options exceeding 10% of the Company's
issued Ordinary sShares capital (currently 1,245,825,560). Under
this vesting criterion, it is possible to have Tranches partially
vested and this would be applied pro-rata to option holders.
On average, the Tranches provide the option holders the ability
to participate in less than 11% of the increase in market
capitalisation, starting from GBP0.03 (incorporated in current
vested options) and prior to any dilution effects.
As the bulk of these options are for the Board, it is considered
appropriate that the adoption of this proposal be ratified by
shareholders at a General Meeting to be held in London on 19
October 2017 at BDO UK, 55 Baker Street, London, W1U 7EU. It is
currently intended that 30% of each Tranche will be allocated to
the Managing Director, John Peters, 20% to the Non-Executive
Chairman, Alan Broome and another 20% to Non-Executive Director
Peter Wale.
Recommendation
The Board considers that the resolution to be put to the General
Meeting is likely to promote the success of the Company for the
benefit of its shareholders as a whole. The Directors unanimously
recommend that you vote in favour of the resolution as they intend
to do in respect of their own beneficial holdings, amounting to
11,337,500 Ordinary Shares of GBP0.001 each in the issued share
capital of the Company, representing approximately 1.28 percent of
the existing issued Ordinary Share capital of the Company.
For further information, please contact:
+61 (0) 414
Strategic Minerals plc 727 965
John Peters
Managing Director
www.strategicminerals.net
Follow Strategic Minerals on:
Vox Markets: https://www.voxmarkets.co.uk/company/SML/
Twitter: @SML_Minerals
LinkedIn: https://www.linkedin.com/company/strategic-minerals-plc
Facebook: https://www.facebook.com/search/top/?q=strategic%20minerals%20plc
+44 (0)20 3470
SP Angel Corporate Finance LLP 0470
Nominated Adviser and Joint Broker
Ewan Leggat
+44 (0)20 3411
Optiva Securities Limited 1880
Joint Broker
Graeme Dickson
+44 (0) 7825
Yellow Jersey PR 916 715
Financial PR
Felicity Winkles
Joe Burgess
Henry Wilkinson
Notes to Editors
Strategic Minerals Plc is an AIM-quoted, diversified mineral
development and production company with projects in the United
States of America, the UK and Australia. The Company is focused on
acquiring and developing cash generative, high quality projects
which meet local market demand for commodities and utilising this
cash flow to undertake value added exploration.
In September 2011, Strategic Minerals purchased its first cash
generating asset; the Cobre magnetite tailings dam project in New
Mexico, USA which it brought into production in 2012 and which
continues to provide a revenue stream for the Company. The
portfolio was expanded in January 2016 with the acquisition of
shares in Central Australian Rare Earths Pty Ltd, which holds
tenements in Western Australia and the Northern Territory that are
prospective for cobalt, gold, nickel laterites, nickel sulphides
and rare earths. The Company has since acquired all shares in
Central Australian Rare Earths Pty Ltd. In May 2016, an additional
exploration asset was acquired when the company entered into an
agreement with New Age Exploration Limited to acquire up to 50% of
the Redmoor Tin/Tungsten project in Cornwall, UK. This 50%
acquisition has now been completed and drilling at the project has
commenced.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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