Kodal Minerals PLC (LON:KOD) Issue of shares to directors and senior management in lieu of fees

To preserve cash and change to Total Voting Rights

Kodal Minerals, the mineral exploration and development company focused on its Bougouni Lithium Project (the ‘Project’ or the ‘Bougouni Project’) in southern Mali, announces the issue of a total of 378,323,379 new ordinary shares of 0.03125p each in the Company (“New Ordinary Shares”) to a number of Directors and senior management as payment for salaries or fees owed for the last six months totalling £132,413. The New Ordinary Shares are being issued at a price of 0.035p per share, the closing mid-market share price on 6 April 2020 and the same price as the recent subscription as part of the new financing facility, details of which were announced today.

Certain directors and senior management had deferred all or part of their fees for the 6 month period ended 31 March 2020 and have now agreed to take payment of these deferred fees in Ordinary Shares as demonstration of their support for the Company and their confidence in its prospects.

Given the current highly uncertain economic climate and the Company’s limited cash resources, settling these accrued director fees and salaries in shares is considered appropriate and in the interests of the Company and its shareholders.  The directors and senior management receiving New Ordinary Shares have undertaken not to seek to dispose of any of those shares for at least six months and thereafter any disposal would be undertaken through the Company’s broker on an orderly market basis.

The Company’s announcement earlier today also included an update on trading and its financial position with details of cost savings that have been made, including a reduction in Board fees by 60% going forward.

The New Ordinary Shares being issued to Directors of the Company and its subsidiary (or their nominee) and their resulting interests in the Company’s Ordinary Shares are set out below:

The issue of New Ordinary Shares to the above persons is a related party transaction pursuant to rule 13 of the AIM Rules for Companies. Accordingly, Charles Joseland and Qingtao Zeng, the directors independent of this transaction, consider, having consulted with the Company’s nominated adviser, that the terms of the transaction are fair and reasonable insofar as shareholders are concerned.

Application will be made for the New Ordinary Shares to be admitted to trading on AIM and it is expected that admission will take place on or around 15 April 2020 (“Admission”). The New Ordinary Shares will represent approximately 3.42% of the Company’s issued ordinary share capital following their issue and will rank pari passu in all respects with the Company’s existing ordinary shares.

Total Voting Rights

Upon Admission, the issued share capital of the Company will consist of 11,053,635,927 ordinary shares of 0.03125p each . The Company does not hold any shares in treasury. Therefore, the total number of voting rights in the Company from Admission will be 11,053,635,927. This figure may be used by shareholders as the denominator for the calculations by which they determine if they are required to notify their interest in or a change to their interest in the Company under the FCA’s Disclosure Guidance and Transparency Rules.

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