Patagonia Gold PLC Board Changes / Issue of shares to Directors (9997C)

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: [phone]

Richard Tulloch / Ritchie Balmer

Strand Hanson Limited (Nominated Adviser)

Tel: [phone]

This information is provided by RNS

The company news service from the London Stock Exchange

END

BOAAKDDPKBKDOOK

(END) Dow Jones Newswires

July 01, 2016 07:00 ET (11:00 GMT)