TIDMMARL
AIM: MARL Granite House, La Grande Rue,
TSXV: MARL St. Martin, Guernsey ,GY1 3RS
1 February 2017 Channel Islands
Issue of Equity and Options
Mariana Resources Ltd (the "Company"), the AIM (AIM:MARL) and TSX
Venture Exchange (TSXV:MARL) listed exploration and development company
with projects in Turkey, Côte d'Ivoire and South America, announces
that, in recognition of the considerable efforts made by executives in
managing and steering the Company, the independent directors of the
Company have approved a bonus and option award to such executive
management, namely Glen Parsons, Chief Executive Officer of the Company,
and Eric Roth, Chief Operating Officer of the Company.
The award has been structured to recognise the efforts and achievements
to date of Mr. Parsons and Mr. Roth while allowing for deferred accrual
with effective vesting provisions to ensure the long term alignment of
interests with shareholders to further drive set milestone value into
the Company.
The details of the award have been duly formalised and are set out below
(on the basis of 55/45% issued to each of Messrs Parsons and Roth,
respectively):
Share bonus award
-- An effective share bonus award in 3 tranches of 300,000 ordinary shares
per tranche to be issued on 1 September 2017, 2 April 2018 and 1 November
2018, subject to the condition that such executive remains under the
employ of the Company on 31 August 2017, 31 March 2018 and 31 October
2018 respectively for the first, second and third tranche. The issue of
these shares will be at the closing price prevailing on the date the
condition for the relevant tranche is met and is subject to TSXV
acceptance.
Option Award
-- 800,000 options issued with an expiry of 5 years and a strike price of
GBP1.00, however only vesting on the Company achieving a market
capitalisation of US$175 million (approx. GBP143.50 million).
-- 800,000 options issued with an expiry of 5 years and a strike price of
GBP1.00, however only vesting on the Company achieving a market
capitalisation of US$200 million (approx. GBP164 million)
-- 800,000 options issued with an expiry of 5 years and a strike price of
GBP1.00, however only vesting on the Company achieving a market
capitalisation of US$225 million (Approx GBP184.5 million).
In the event of a takeover offer being made for the entire issued share
capital of the Company, all share bonus and option awards will be
accelerated and deemed to become vested and will automatically become
issued (in the case of shares) and exercisable (in the case of options)
immediately prior to the successful completion of the relevant offer or
change of control event (with any shares issued as a result of any such
share issue or option exercise being included in the paid up share
capital of the Company and subject to the takeover offer).
The Board believes that this award has been carefully designed to
motivate, reward and retain executive management, thereby improving
individual and corporate performance and aligning the interests of the
executive management team with those of Shareholders, whilst not
encumbering cash resources of the Company.
Following the issue of these shares and options the Directors' and
Officers' will hold 7.3% of the enlarged issued share capital on a fully
diluted basis. The following table sets out the Directors' and Officers'
full shareholdings, option and warrant holdings and percentage interests
in the issued share capital of the Company following the award.
Directors and officers Interests in Ordinary Share
Capital
Total Current
Ordinary shares in
Issue 124,425,733
Fully Fully
Current Employee Option Funding Share Diluted Diluted
Shareholding % plan Warrants Award Total Shareholding
John Horsburgh 843,050 0.68% 705,000 50,000 1,598,050 1.2%
John Goodwin 62,000 0.05% 275,000 31,000 368,000 0.3%
Ron Ho 327,000 0.26% 25,000 163,500 515,500 0.4%
Mustafa Aksoy 0 0.00% 25,000 - 25,000 0.0%
Glen Parsons 337,250 0.27% 2,580,000 100,000 495,000 3,512,250 2.7%
Eric Roth 649,371 0.52% 2,065,000 - 405,000 3,119,371 2.4%
Sharon Cooper 46,500 0.04% 445,000 23,250 514,750 0.4%
Total Directors and
Officers interest 2,265,171 1.82% 6,120,000 367,750 900,000 9,652,921 7.3%
Fully Diluted Share Capital for Directors and officers
interests 131,813,483
Current Shares in issue: 124,425,733
Total Employees options 1,217,500
Total Director and Officer options 6,120,000
Total Options issued under the Employee Incentive Option Plan
7,337,500
Representing % of Employee Plan Options in issue to Shares on issue
5.9%
Application will be made for the shares to be admitted to trading on AIM
once conditions for the tranches are met and shares are issued.
MARIANA RESOURCES LTD.
"Glen Parsons"
Glen Parsons, CEO
Neither the TSX Venture Exchange nor its Regulation Services Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
**S**
For further information please visit website at www.marianaresources.com
or contact the following.
Glen Parsons (CEO) Mariana Resources Ltd +61 2 9437 4588
Eric Roth (COO) Mariana Resources Ltd +56 9 8818 1243
Karen Davies (IR) Mariana Resources Ltd (Canada) +1 604 314 6270
Rob Adamson RFC Ambrian Limited (Nomad) +61 2 9250 0041
Will Souter RFC Ambrian Limited (Nomad) +61 2 9250 0050
In U.K.
Oliver Stansfield Brandon Hill Capital (UK Broker) +44 20 3463 5061
Jonathan Evans Brandon Hill Capital (UK Broker) +44 20 3463 5016
Camilla Horsfall Blytheweigh (Financial PR) +44 20 7138 3224
Megan Ray Blytheweigh (Financial PR) +44 20 7138 3203
About Mariana Resources
Mariana Resources Ltd is an AIM (MARL) and TSXV (MARL) quoted
exploration and development company with an extensive portfolio of gold,
silver and copper projects in South America and Turkey.
Mariana's most advanced asset is the Hot Maden gold-copper project in
north east Turkey, which is a joint venture with its Turkish JV partner
Lidya (30% Mariana and 70% Lidya) and rapidly advancing to development.
An updated mineral resource estimate of 3.43 Moz gold Equivalent
(Indicated Category) and 0.09 Moz gold Equivalent (Inferred Category)
(100% basis) in the main resource zone as well as a maiden 351,000 Moz
gold Equivalent (Inferred Category) (100% basis) in the new southern
discovery zone was reported for Hot Maden on July 25, 2015. Elsewhere in
Turkey, Mariana holds a 100% interest in the Ergama gold-copper project.
In southern Argentina, the Company's core gold-silver projects are Las
Calandrias (100%), Sierra Blanca (100%), Los Cisnes (100%), Bozal
(100%). These projects are part of a 160,000+ Ha land package in the
Deseado Massif epithermal gold-silver district in mining-friendly Santa
Cruz Province.
In Suriname, Mariana has a direct holding of 10.2% of the Nassau Gold
project. The Nassau Gold Project is a 28,000 Ha exploration concession
located approximately 125 km south east of the capital Paramaribo and
immediately adjacent to Newmont Mining's 4.2Moz gold Merian project.
In Peru and Chile, Mariana is focusing on acquiring new opportunities
which complement its current portfolio.
Safe Harbour
This press release contains certain statements which may be deemed to be
forward-looking statements. These forward-looking statements are made
as at the date of this press release and include, without limitation,
statements regarding discussions of future plans, the realization, cost,
timing and extent of mineral resource estimates, estimated future
exploration expenditures, costs and timing of the development of new
deposits, success of exploration activities, permitting time lines, and
requirements for additional capital. The words "plans", "expects",
"budget", "scheduled", "estimate", "forecasts", "intend", "anticipate",
"believe", "may", "will", or similar expressions or variations of such
words are intended to identify forward-looking statements.
Forward-looking statements are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause actual
results to vary materially from those expressed or implied by such
forward-looking statements, including, but not limited to: the effects
of general economic conditions; the price of gold, silver and copper;
misjudgements in the course of preparing forward-looking statements;
risks associated with international operations; the need for additional
financing; risks inherent in exploration results; conclusions of
economic evaluations; changes in project parameters; currency and
commodity price fluctuations; title matters; environmental liability
claims; unanticipated operational risks; accidents, labour disputes and
other risks of the mining industry; delays in obtaining governmental
approvals or in the completion of development or construction
activities; political risk; and other risks and uncertainties described
in the Company's annual financial statements for the most recently
completed financial year which is available on the Company's website at
www.marianaresources.com . Although we believe that the expectations
reflected in such forward-looking statements are based upon reasonable
assumptions and have attempted to identify important factors that could
cause actual results to differ materially from those contained in
forward-looking statements, there may be other factors that cause
results not to be as anticipated, estimated or intended. There can be
no assurance that such statements will prove to be accurate, as actual
results and future events could differ materially from those anticipated
in such forward-looking statements. Accordingly, readers are cautioned
not to place undue reliance on forward-looking statements. We do not
undertake to update any forward-looking statements, except in accordance
with applicable securities laws.
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Mariana Resources Ltd via Globenewswire
http://www.marianaresources.com/index.php
(END) Dow Jones Newswires
February 01, 2017 02:00 ET (07:00 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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