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AFRICAN EAGLE RESOURCES PLC - Grant of Options

Release Date: 11/02/2014 16:23
Code(s): AEA     PDF:  
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Grant of Options

African Eagle Resources plc
Incorporated in England and Wales
(Registration number 3912362)
(AIM share code: AFE AIM ISIN: GB0003394813)
(JSE share code: AEA JSE ISIN: GB0003394813)
(“African Eagle” or the “Company”)


Grant of Options



African Eagle announces that on 10 February 2014 the board of the Company (“Board”) granted
options over a total of 45 million ordinary shares of 0.1 pence each (“Ordinary Shares”), representing
approximately 5.17 per cent. of the Company’s current issued Ordinary Share capital at an exercise
price of 0.175 pence per share. Options were granted to the following directors of the Company
(“Directors”):

Name                      Number of options          Price        Exercise dates
                          granted
Julian McIntyre*          10 million                 0.175p       expire 10 February 2015
Venkat Siva*              10 million                 0.175p       expire 10 February 2015
Mark Thompson*            10 million                 0.175p       expire 10 February 2015
Paul Colucci*             10 million                 0.175p       expire 10 February 2015
Robert McLearon           5 million                  0.175p       expire 10 February 2015

* The Non-Executive Directors of African Eagle do not currently receive any fee or salary in relation to
their position on the Board.

As an employee of the Company the options granted to Robert McLearon were granted under the
share option scheme adopted by the Company on 27 July 2012, however the options granted to the
other Board members were granted in accordance with the terms of the share option scheme adopted
by the Company on 27 July 2012, but not under such scheme as, given their positions as Non-
Executive Directors of the Company, they are not employees of the Company (“Grant”).

These options will only vest on completion of an acquisition or acquisitions which constitute a reverse
takeover under the AIM Rules for Companies or when the Company otherwise implements its
investing policy (which has been approved by shareholders) to the satisfaction of the London Stock
Exchange plc.

Given that all Directors are receiving options there are no independent Directors for the purposes of
the AIM Rules for Companies and all such Directors are related parties for the purposes of the Grant.
Beaumont Cornish, the Company’s nominated adviser, considers that the terms of the Grant are fair
and reasonable in so far as the Company’s shareholders are concerned. The exercise price of the
options is a discount of approximately 22.2 per cent. to the closing middle market price of 0.225
pence per Ordinary Share, on 10 February 2014, being the latest practicable date prior to this
announcement and represents the price at which the Company last raised money, through the issue
of Ordinary Shares, in September 2013. Given that the Non-Executive Directors do not currently
receive any fee or salary in relation to their position on the Board of the Company and Robert
McLearon received only a modest increase in his salary since being appointed ‘Interim Managing
Director’ from his position of ‘Group Financial Controller’, it is considered important that all of the
Directors are provided with a non-cash incentive which is aligned with achievement and not the
passage of time.

In accordance with the Company’s share option scheme the number of Ordinary Shares which are
subject to the Grant in conjunction with those Ordinary Shares over which options have already been
issued by the Company (being 36,096,000 in number) total 81,096,000, which represents 9.31 per
cent. of the issued share capital of the Company, which remains below 10 per cent of the issued
share capital of the Company.
Following the Grant the interest of the Directors in the issued and to be issued Ordinary Share capital
of the Company are as follows:

Name                      Number of          % of issued       Number of      Options as a % of
                          Ordinary           share             options held   issued share capital
                          Shares held        capital (%)                      (%)
                          (directly or
                          beneficially)
Julian McIntyre           184,245,047**      21.15             10,000,000     1.15
Venkat Siva               -                  -                 10,000,000     1.15
Mark Thompson             17,526,571         2.01              10,000,000     1.15
Paul Colucci              14,285,714         1.64              10,000,000     1.15
Robert McLearon           -                  -                 5,262,000      0.60

**held by Allard, a family trust company of Julian McIntyre

For further information please visit www.africaneagle.co.uk or contact the following:

Enquiries:
African Eagle Resources plc                                   Tel: +44 (0) 20 7002 5356
Robert McLearon, Managing Director

Beaumont Cornish Limited (Nominated Adviser)                  Tel: +44 (0) 207 628 3396
Roland Cornish
Emily Staples
Ocean Equities Limited (Broker)                               Tel: +44 (0) 20 7786 4370
Guy Wilkes


JSE Sponsor
Merchantec Capital

11 February 2014


About African Eagle
African Eagle Resources plc is quoted on the AIM Market of the London Stock Exchange (AFE) and
Johannesburg AltX (AEA) stock exchanges.

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