Mariana Resources Ltd Mariana Resources Ltd : Issue Of Equity And Options

 
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               [phone] 
Eric Roth (COO)      Mariana Resources Ltd               [phone] 
Karen Davies (IR)    Mariana Resources Ltd (Canada)      [phone] 
Rob Adamson          RFC Ambrian Limited (Nomad)         [phone] 
Will Souter          RFC Ambrian Limited (Nomad)         [phone] 
 
  In U.K. 
Oliver Stansfield    Brandon Hill Capital (UK Broker)   [phone] 
Jonathan Evans       Brandon Hill Capital (UK Broker)   [phone] 
Camilla Horsfall     Blytheweigh (Financial PR)         [phone] 
Megan Ray            Blytheweigh (Financial PR)         [phone] 
 
   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.