The information contained within
this announcement is deemed by the company to constitute inside
information as stipulated under the market abuse regulations (EU)
no. 596/2014 (MAR) as in force in the United Kingdom pursuant to
the European Union (withdrawal) act 2018. Upon the publication of
this announcement via regulatory information service (RIS), this
inside information will be in the public domain.
Andrada Mining Limited
("Andrada" or the
"Company")
Employee Incentive Scheme
Update
Issue of Shares
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a tin
producer with a critical raw materials portfolio of mining and
exploration assets in Namibia provides the following update on its
Remuneration Policy which was approved by shareholders at the
Company's General Meeting on 29 September 2023 ("Remuneration Policy").
Short - term incentive plan
("STIP")
On 1 March 2024 the Company approved
the payment of certain Cash Bonuses as part of the Remuneration
Policy for the full year ended 28 February 2024 (the "Cash Bonuses"). Only 50% of the Cash
Bonuses has been paid to date. The Company achieved an overall
performance score of 65% in FY 2024 based on the balanced
scorecard. The assessment against ESG, production, strategic
initiative and resource growth determined the score also indicating
areas of improvement. Further details on the performance can be
read in the FY2024 annual report available on the following link
- https://andradamining.com/investors/corporate-publications/
Due to the Company's strategic focus
on preserving cash resources for operational priorities, the
Remuneration Committee and the Board have approved the granting of
a choice to all recipients of the Cash Bonuses for their
outstanding balances. The employees can either wait to receive a
cash payment in the future or can elect to receive ordinary shares
in the Company in lieu of the outstanding cash balance.
Of the outstanding balance,
employees with entitlements to bonuses amounting to £390 767 have
elected to convert their bonuses into ordinary shares in the
Company, with the remainder waiting to receive their bonuses in
cash at the discretion of the Remuneration Committee. Accordingly,
the Company has today issued 17 391 447 Ordinary Shares (the
"STIP Shares").
The price per STIP Share was set by the
Remuneration Committee as the 30 - day VWAP of 2.251
pence as on 11 February 2025.
1This price has been rounded
off to two decimal places for ease. The actual 30-day VWAP used is
2.246891084 pence.
Number of STIP Shares Granted to PDMRs
Executive Director/
PDMR
|
Role
|
Number of STIP Shares issued
today
|
Previous
holding
|
New Holding
(including the
STIP Shares)
|
Percentage Interest in the
Enlarged Share Capital of the Company (%)
|
Anthony
Viljoen
|
CEO
(Executive Director)
|
2 380
532
|
15 296 690
|
17 677 222
|
1.06
|
Hiten
Ooka
|
CFO
(Executive Director)
|
1 418
919
|
14
998
|
1
433917
|
0.09
|
Christoffel
Smith
|
COO
|
1 422
598
|
1 874 920
|
3 297 518
|
0.20
|
Frans Van
Daalen
|
CSO
|
1 491
787
|
6 232 734
|
7 724 521
|
0.46
|
Total
|
|
6 713 836
|
23 419
342
|
30 133
178
|
1.80
|
Long-term incentive plan ("LTIP")
and employee share scheme ("ESS")
In addition, the Company has today
also approved the issue of nil cost share awards over 29 368 664
ordinary shares in the Company to Executive Directors, management
and employees pursuant to the terms of its Long-Term Incentive Plan
(the "LTIP Awards") and the
Employee Share Scheme (the
"ESS Awards"). The LTIP
Awards were initially scheduled to be granted on March 1, 2024, in
line with the Remuneration Policy. However, due to ongoing
corporate actions throughout the 2024 calendar year, including the
Strategic Process, the implementation of the LTIP was delayed
according to guidance and has only now been finalised.
The rights that are subject to the
LTIP Awards will vest three years after the date of grant
(therefore being 1 March 2027) provided that the relevant recipient
is still an employee of the Company at the time and that there has
been the satisfaction of certain performance conditions related to
Total Shareholder Return ("TSR") and Return of Capital Employed
("ROCI"), are satisfied. At
the absolute discretion of the Company the LTIP Awards can be
satisfied in ordinary shares in Andrada or cash.
LTIP
The total number of LTIP Awards that
have been granted are 23 524 208 of which
12 180 889 LTIP Awards have been issued to PDMRs as
detailed in the table below. These are considered a retention tool
for permanent employees from Global Grade 13* and above. As set out in the
Remuneration Policy, the LTIP Awards are granted to management
serves as a long-term incentive, directly linking their
compensation to Andrada's performance and the creation of
shareholder value. This award aligns the employee interests with
those of the Company's investors, such that strategic
decision-making is focused on sustainable growth. This approach
also supports the retention of key leadership, providing continuity
and stability as Andrada implements its strategy.
The amount of LTIP Awards issued to
each recipient is determined by reference to a cash amount as a
proportion of salary and is priced at the 30 - day volume weighted
average share price ("VWAP") of 4.20 pence as on 28
February 2024. Except for the Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"), 70% of the amount
subject to the LTIP is performance-related based on TSR with a
threshold score of 15% and ROCI being a score based on the
combination of EBIT growth, revenue growth and gross profit margin.
The remaining 30% component of the LTIP is retention based for the
Chief Operations Officer ("COO"), Chief Strategy Officer
("CSO") and management
team. The LTIP shares to the CEO and CFO are wholly performance
based and incur an additional two-year holding period beyond
vesting.
LTIP Shares Granted to
PDMRs
Executive Director/ PDMR
|
Role
|
Allocated LTIP
Awards
|
Exercise price (but subject
to performance conditions set out above)
|
Anthony
Viljoen
|
CEO and
Executive Director
|
3 980 353
|
Nil
|
Hiten
Ooka
|
CFO and
Executive Director
|
3 174 401
|
Nil
|
Christoffel
Smith
|
COO
|
2 380 801
|
Nil
|
Frans Van
Daalen
|
CSO
|
2 645 334
|
Nil
|
Total
|
|
12 180 889
|
|
ESS
The Remuneration Committee has now
also approved the implementation of the ESS for other critical
employees of the Company. The ESS Awards granted under the ESS are
based on the same terms as the awards granted under the LTIP and
are therefore nil cost and subject to the performance conditions
set out above. The total ordinary shares which are the subject of
the ESS Scheme are 5 844 456 In establishing this scheme, the
Directors believe that the compensation package recognises the hard
work and contribution of dedicated employees while fostering a
culture of ownership within the Company. Equity participation
enhances employee engagement, motivation, as well as retention,
ensuring that individuals remain committed to driving the success
of Andrada's operations and projects. Importantly, the scheme
enhances the achievement of the Company's strategic objectives by
retaining talent and incentivising employees to commit to its
long-term success.
Application
for Admission
Application has been made to
admit 17 391 447 ordinary shares to trading on AIM. These ordinary shares will
rank pari passu in all
respects with the existing ordinary shares in the Company.
Admission in these ordinary shares, and associated dealings,
is expected to become effective on 27 February 2025.
Total voting
rights
Following the admission of the
ordinary shares on 27 February 2025, there will be
1 671 679 053 outstanding shares in issue with equal
voting rights. This figure may be used by shareholders 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, the Company's share capital pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules and/or (iii) the AIM
Rules for Companies issued by the London Stock Exchange plc as
amended from time to time.
*Willis
Towers Watson Global Grading system
CONTACTS
Andrada Mining Limited
Anthony
Viljoen, CEO
Sakhile
Ndlovu, Head of Investor Relations
|
+27 (11)
268 6555
|
NOMINATED ADVISOR &
BROKER
|
|
Zeus Capital
Katy
Mitchell
Andrew de
Andrade
Harry
Ansell
|
+44 (0) 20 2382 9500
|
CORPORATE BROKER &
ADVISOR
|
|
H&P Advisory Limited
Andrew
Chubb
Jay
Ashfield
Matt
Hasson
|
+44 (0) 20
7907 8500
|
Berenberg
Jennifer
Lee
Natasha
Ninkov
|
+44 (0) 20
3753 3040
|
FINANCIAL PUBLIC
RELATIONS
|
|
Tavistock
Emily
Moss
Josephine
Clerkin
|
+44 (0) 207
920 3150
andrada@tavistock.co.uk
|
About Andrada Mining
Limited
Andrada Mining Limited is listed on
the London Stock Exchange (AIM), New York (OTCQB) and Namibia Stock
Exchange, and has mining assets in Namibia, a top-tier investment
jurisdiction in Africa. Andrada strives to produce critical raw
materials from a large resource portfolio, to contribute to a more
sustainable future, improved living conditions and the upliftment
of communities adjacent to its operations. Leveraging its strong
foundation in Namibia, Andrada is on a strategic path to becoming a
leading African producer of critical metals including tin, lithium,
tungsten, tantalum and copper. These metals are important enablers
of the green energy transition, being essential for components of
electric vehicles, solar panels and wind turbines.
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Anthony Viljoen
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Executive Officer
|
b)
|
Initial notification/
Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
|
a)
|
Name
|
Andrada Mining plc
|
b)
|
LEI
|
213800FKOXWBL6JBVH90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
1) Ordinary
share
2) LTIP Share
Options
GG00BD95V148
|
b)
|
Nature of the transaction
|
Change of exercise price of existing
options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
|
1) 2.25p
2) Nil
|
1) 2 380 532
2) 3 980 353
|
843,447
|
|
d)
|
Aggregated information
- Aggregated
volume
- Price
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 2 380 532
2) 3 980 353
|
|
| |
|
e)
|
Date of the transaction
|
[] February 2025
|
f)
|
Place of the transaction
|
XLON, AIM
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Chris Smith
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Operational Officer
|
b)
|
Initial notification/
Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
|
a)
|
Name
|
Andrada Mining plc
|
b)
|
LEI
|
213800FKOXWBL6JBVH90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
1) Ordinary
share
2) LTIP Share
Options
GG00BD95V148
|
b)
|
Nature of the transaction
|
Change of exercise price of existing
options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 422 598
2) 2 380 801
|
|
d)
|
Aggregated information
- Aggregated
volume
- Price
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 422 598
2) 2 380 801
|
|
e)
|
Date of the transaction
|
[] February 2025
|
f)
|
Place of the transaction
|
XLON, AIM
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Frans van Daalen
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Strategy Officer
|
b)
|
Initial notification/
Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
|
a)
|
Name
|
Andrada Mining plc
|
b)
|
LEI
|
213800FKOXWBL6JBVH90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
1) Ordinary
share
2) LTIP Share
Options
GG00BD95V148
|
b)
|
Nature of the transaction
|
Change of exercise price of existing
options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 491 787
2) 2 645 334
|
|
d)
|
Aggregated information
- Aggregated
volume
- Price
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 491 787
2) 2 645 334
|
|
e)
|
Date of the transaction
|
[] February 2025
|
f)
|
Place of the transaction
|
XLON, AIM
|
1
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name
|
Hiten Ooka
|
2
|
Reason for the notification
|
a)
|
Position/status
|
Chief Financial Officer
|
b)
|
Initial notification/
Amendment
|
Initial notification
|
3
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer, or auction monitor
|
a)
|
Name
|
Andrada Mining plc
|
b)
|
LEI
|
213800FKOXWBL6JBVH90
|
4
|
Details of the transaction(s): section to be repeated for (i)
each type of instrument; (ii) each type of transaction; (iii) each
date; and (iv) each place where transactions have been
conducted
|
a)
|
Description of the financial
instrument, type of instrument
Identification code
|
1) Ordinary
share
2) LTIP Share
Options
GG00BD95V148
|
b)
|
Nature of the transaction
|
Change of exercise price of existing
options
|
c)
|
Price(s) and volume(s)
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 418 919
2) 3 174 401
|
|
d)
|
Aggregated information
- Aggregated
volume
- Price
|
Price(s)
|
Volume(s)
|
1) 2.25p
2) Nil
|
1) 1 418 919
2) 3 174
401
|
|
e)
|
Date of the transaction
|
[] February 2025
|
f)
|
Place of the transaction
|
XLON, AIM
|