TIDMPGD
RNS Number : 9997C
Patagonia Gold PLC
01 July 2016
1 July 2016
Patagonia Gold Plc
("Patagonia Gold" or the "Company")
Board Changes / Issue of shares to Directors
Patagonia Gold Plc, the mining company with gold and silver
projects in the southern Patagonia region of Argentina, Chile and
Uruguay, announces changes to its board of directors ("Directors"
or the "Board") and the issue of shares to Directors.
Board Changes
Patagonia Gold announces that Non-Executive Directors, Ed Badida
and Glenn Featherby, have resigned with immediate effect. Mr Badida
and Mr Featherby have been Non-Executive Directors of the Company
since November 2011 and April 2013 respectively, and the Board has
greatly appreciated the experience and support they have both
contributed to the development of the Company and we wish them well
for the future.
In addition, Gonzalo Tanoira, currently Finance Director, will
become a Non-Executive Director with Cristian Lopez Saubidet taking
over the financial role as interim Chief Financial Officer.
Following these changes, the Board will consist of Christopher van
Tienhoven as Chief Executive Officer, Carlos J Miguens as
Non-Executive Chairman and Mr Tanoira and Manuel de Prado as
Non-Executive Directors.
Issue of shares to Directors
Patagonia Gold also announces that application has been made for
the admission of, in aggregate, 30,831,216 new ordinary shares of
1p each in the Company ("New Ordinary Shares") to trading on
AIM.
30,164,550 New Ordinary Shares have been allotted to Directors
in lieu of outstanding cash payments due as remuneration for their
services to the Company, accrued from periods ranging from 1
January 2012 to 30 June 2016 amounting to, in aggregate,
GBP589,455. These New Ordinary Shares to Directors have been issued
at a price of approximately 1.954p, which represents the 30 day
volume weighted average share price of the Company to 30 June
2016.
The Company is currently reviewing the ongoing remuneration of
the Board, with a view to aligning the Board with the Company's
objectives and preserving cash.
Details of the allocations made and the resulting Directors'
shareholdings are as follows.
Holding
No. of of shares
New Ordinary following
Shares issue % of Enlarged
Period to issued of New Issued No. of
Name of which remuneration in lieu Ordinary Share options
Director relates of fees/salary Shares Capital held
1 January
2012 - 31
Carlos J December
Miguens(1) 2015 9,697,410 592,240,677 37.30% 24,500,000
1 January
2014 - 31
Gonzalo December
Tanoira(2) 2015 5,859,385 17,402,733 1.10% 3,719,000
1 January
2014 - 31
Manuel de December
Prado 2015 3,838,025 4,035,660 0.25% 750,000
1 January
2012 - 30
Ed Badida June 2016 6,140,840 6,492,192 0.41% 750,000
1 January
2015 - 30
Glenn Featherby June 2016 2,302,815 6,693,863 0.42% 750,000
1 January
Christopher 2016 - 30
van Tienhoven June 2016 2,326,075 2,329,075 0.15% 10,000,000
Notes:
1. Mr Miguens holds his interest in shares directly in his own
name and indirectly through Cantomi Uruguay SA.
2. Mr Tanoira holds his interest in shares directly in his own
name and indirectly through Capifox SA.
666,666 New Ordinary Shares have also been allotted to an
adviser in lieu of cash fees.
The New Ordinary Shares will rank pari passu with the existing
ordinary shares and it is expected that admission of the New
Ordinary Shares will occur at 8.00 a.m. on 7 July 2016. Following
admission of the New Ordinary Shares, the total number of voting
rights in the Company's ordinary shares will be 1,587,749,605 (the
"Enlarged Issued Share Capital").
The aforementioned figure of 1,587,749,605 ordinary shares may
be used by shareholders in the Company as the 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,
Patagonia Gold under the Financial Conduct Authority's Disclosure
and Transparency Rules.
The tables below set out the interests of Mr Miguens and Mr
Tanoira as well as the aggregate interest of the concert party, of
which Mr Miguens and Mr Tanoira are members, (the "Concert Party"),
following the issue of the New Ordinary Shares to the
Directors:
Max % of
No. of No. of enlarged
shares shares share capital
interested % of Enlarged interested following
in following Issued in on exercise exercise
issue of Share No. of of individual's of individual
Name Fee Shares Capital options options options(3)
Cantomi Uruguay
SA(1) 578,578,651 36.44% 24,500,000 603,078,651 37.41%
Carlos Miguens 13,662,026 0.86% - 13,662,026 0.85%
-------------- -------------- ----------- ---------------- --------------
Total for Mr
Miguens 592,240,677 37.30% 24,500,000 616,740,677 38.25%
Gonzalo Tanoira 4,832,191 0.30% - 4,832,191 0.30%
Capifox SA(2) 12,570,542 0.79% 3,719,000 16,289,542 1.02%
-------------- -------------- ----------- ---------------- --------------
Total for Mr
Tanoira 17,402,733 1.10% 3,719,000 21,121,733 1.33%
Notes:
(1) Mr Miguens is deemed to be beneficially interested in the
Ordinary Shares held by Cantomi.
(2) Mr Tanoira is deemed to be beneficially interested in the
Ordinary Shares held by Capifox.
(3) Assuming only the relevant options or warrants are exercised
by the relevant individual and no other options or warrants are
awarded or exercised and no other shares are issued.
Max % of
enlarged
share capital
No. of No. of following
shares shares exercise
interested % of interested of options/
in following Enlarged in on exercise warrants
issue Issued No. of of individual's held by
of Fee Share options/ options/ the Concert
Name Shares Capital warrants warrants Party only(1)
Concert Party
aggregate interest 726,630,466 45.76% 35,446,237 762,076,703 46.95%
Note:
(1) Assuming only the options and warrants held by the Concert
Party members are exercised in full and no other options or
warrants are awarded or exercised and no other shares are
issued.
For more information, please contact:
Christopher van Tienhoven, Chief Executive Officer
Patagonia Gold Plc
Tel: +54 911 5278 6950
Richard Tulloch / Ritchie Balmer
Strand Hanson Limited (Nominated Adviser)
Tel: +44 (0)20 7409 3494
This information is provided by RNS
The company news service from the London Stock Exchange
END
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