
DIRECTORS’ REPORT
27
be issued shall not exceed 10% of the issued share capital of the Company from time to time; (ii) the
exercise price of the options shall be determined by the remuneration committee of the Board of
Directors of the Company based on a) the last fundraising by the Company whilst its shares are not
traded on a stock exchange; and b) once the Company’s shares are traded on a stock exchange the
volume weighted average share price of the Company in the 30 days preceding the issue of the options
save that in the 30 days post admission of the Company’s shares to trading on a stock exchange
(“Admission”) any options may be issued at the placing price of any fundraising completed at
Admission; (iii) the allocation of the options shall be determined by the remuneration committee of
the Board of Directors of the Company; (iv) the options should vest in accordance with the terms of
the Executive Share Option Scheme; and (v) the options should be exercised within ten years of the
date of this resolution. This resolution revokes and replaces all unexercised authorities previously
granted to the Company to establish any share option schemes for its directors, senior management,
consultants and employees but without prejudice to any allotment of shares or grant of rights already
made, offered or agreed to be made pursuant to such authorities.
Issue of Warrants in the period.
In accordance with the terms of their appointment as Financial Adviser to the Company for the purposes
of the Listing Rules Rulebook Novum Securities Limited were granted the right to subscribe for
1,785,714 new Ordinary Shares at the Fundraisng Price, exercisable at any time between the date of
Admission and the third anniversary of the date of Admission (“Broker Warrants”). Exercise of such
right is not subject to the satisfaction of any performance or other conditions.
In accordance with the terms of their appointment as Joint Broker to the Company for the purposes of
the Listing Rules Rulebook, Shard Capital LLC were granted 2,857,142 Broker Warrants. Exercise of
such right is not subject to the satisfaction of any performance or other conditions.
In accordance with the terms of the July 2021 Convertible Loan Note, the subscribers have been granted
the right to subscribe for 13,333,333 new Ordinary Shares at the Fundraising Price exercisable at any
time between the date of Admission and 18 months from the date of Admission (“Convertible Note
Warrants”). Exercise of such right is not subject to the satisfaction of any performance or other
conditions. 1,828,571 of these Convertible Note Warrants have been granted to Colin Bird ,a director of
the Company and 1,142,857 of these Convertible Note Warrants have been granted to Kjeld Thygesen,
a director of the Company arising from their participation in the July 2021 Convertible Loan Note,
In accordance with the terms of the November 2021 Convertible Loan Note, the subscribers have been
granted 4,552,381 Convertible Note Warrants. Exercise of such right is not subject to the satisfaction of
any performance or other conditions. 1,409,524 of these Convertible Note Warrants have been granted
to Lion Mining Finance Limited (a company controlled by Colin Bird a director of the Company).
In accordance with an agreement dated 15 October 2021 between the Company and Quantum Capital
and Consulting Ltd (“Quantum”), Quantum have been granted the right to subscribe for 4,375,943 new
Ordinary Shares at the at the Fundraising Price, exercisable at any time between the date of Admission
and the third anniversary of the date of Admission (“Consultant Warrants”) . Exercise of such right is
not subject to the satisfaction of any performance or other conditions.
In connection with the Fundraising, warrants to subscribe for 92,857,143 new Ordinary Shares were
issued at Admission with an exercise price of 6 pence and exercisable within three years of Admission
(“Fundraising Warrants”) of which 1,571,400 Fundraising Warrants were issued to Colin Bird a
director of the Company and 1,000,000 Fundraising Warrants to Kjeld Thygesen a director of the
Company in accordance with their participation in the Fundraising.
FINANCIAL INSTRUMENTS
An explanation of the Company’s financial risk management objectives, policies and strategies is
set out in note 20.