SRG:CC - SRG Announces the Cancellation of All Outstanding RSUs and Grants Stock Options
(TheNewswire)
Montreal, Quebec, April 12, 2024 – TheNewswire – SRG Mining Inc. (TSXV: SRG) ( SRG or the Company ) today announced (i) the cancellationof all outstanding restricted share units of the Company ( RSUs ) (the Cancellation ) which had been awarded to certain officers, employees, andconsultants of the Company (collectively, the RSUs Holders ) and (ii) the annual grant of stockoptions to certain officers (collectively, the Directors and Officers ) (the Annual Grant ).
Cancellation
As a result of theCancellation, an aggregate of 1,750,000 RSUsgranted to the RSUs Holders by the Company on March 1, 2022 (the Subject RSUs ) were cancelled.
The Board believes that the Cancellation is in theCompany’s best interests. If the Subject RSU were to be settled incommon shares of the Company (the Common Shares ), theCompany would be required to sell a portion of such newly issuedCommon Shares to cover its withholding tax obligations. In light ofthe relatively low trading volume and the degree of volatility of theCommon Shares, the settlement of the Subject RSUs in this fashioncould materially and negatively impact the market price of the CommonShares. Alternatively, if the Subject RSUs were to be settled in cash,the Company would be required to draw on cash resources which would bemore usefully deployed to further develop its projects 1 . Neither of thesealternatives is deemed desirable or acceptable by the Company or theRSUs Holders. In light of the foregoing, the Board has determined thatit is more appropriate for the Company to revert to option grants tofurther align the interests of management with those of theshareholders taking into account the Company’s financial situationand its stage of development.
Other than the Cancellation of the Subject RSUscurrently held by the RSUs Holders as described above, no othersecurities of the Company would be affected and the Restricted ShareUnit Plan would not be amended in any way by the Cancellation.
Annual Grant
The Company has granted to the Directors and Officersan aggregate of 4,096,713 stock options( Incentive Options ) , eachexercisable to acquire one Common Share at an exercise price of $0.48 on or before April 12, 2034, being the datethat is 10 years from their date of grant. The Incentive Optionsgranted in connection with the Annual Grant will vest in four equalinstalments over 18 months, with 25% of the Incentive Options vestingon the date hereof, and 25% of the Incentive Options vesting every 6months afterward. All Incentive Options were granted in accordancewith and subject to the Amended Stock Option Plan of the Company dated April14, 2023 .
After (i) the Cancellation and (ii) the Annual Grant,the maximum aggregate number of listed sharesthat are issuable pursuant to all of the Company’s incentive plansto Insiders (as defined in the TSX VentureExchange ( TSXV ) Corporate Finance Manual) as a grouprepresents 7.36% of SRG’s issued and outstanding shares.Furthermore, in the 12-month period starting 12 months before the dateof (i) the Cancellation and (ii) the Annual Grant, the aggregatenumber of listed shares of SRG issuable to Insiders (as a group), anyone consultant and any one person never exceeded the prescribedmaximum number of Common Shares issuable under the TSXV CorporateFinance Manual Policy 4.4– Security Based Compensation and under theCompany’s incentive plans.
About SRG Mining
SRG Mining is focused on developing the Lola GraphiteProject located in the Republic of Guinea, West Africa. The LolaGraphite Project has Proven and Probable Reserves of 42Mt at a gradeof 4.2% Cg. SRG aims to develop a fully integrated source of batteryanode material to supply the European lithium-ion and fuel cellmarkets. With attractive operating costs, proximity to Europeanend-markets and strong ESG credentials, the Company is poised tobecome a reliable supplier while promoting sustainability and supplychain transparency. SRG is committed togenerating sustainable, long-term benefits that are shared with thehost countries and communities where it operates.
For additional information, please visit SRG’swebsite at www.srgmining.com .
Contact:
Matthieu Bos Matt Johnston
President & CEO Corporate DevelopmentAdvisor
Email: m.bos@srgmining.com Email: m.johnston@srgmining.com
Telephone: +1(604)443-3835
Neither the TSXV nor its RegulationServices Provider (as that term is defined in the policies of theTSXV) accepts responsibility for the adequacy or accuracy of thisrelease.
This press releasecontains forward-looking information or forward-looking statementswithin the meaning of applicable securities laws. Forward-lookingstatements are included to provide information about management’scurrent expectations and plans that allows investors and others tohave a better understanding of the Company’s business plans andfinancial performance and condition.
All statements, other than statements of historicalfact included in this press release, regarding the Company’sstrategy, future operations, prospects, plans and objectives ofmanagement are forward-looking statements. Forward-looking statementsare typically identified by words such as plan, expect, estimate,intend, anticipate, believe, or variations of such words and phrasesor statements that certain actions, events or results may, could,would, might or will be taken, occur or be achieved.
Forward-looking information is based upon certainassumptions and other important factors that, if untrue, could causethe actual results, performance or achievements of the Company to bematerially different from future results, performance or achievementsexpressed or implied by such information or statements.
Readers are cautioned that the foregoing list is notexhaustive of all factors and assumptions which may have been used.Forward-looking statements are also subject to risks and uncertaintiesfacing the Company’s business, any of which could have a materialadverse effect on the Company’s business. Some of the risks theCompany faces and the uncertainties that could cause actual results todiffer materially from those expressed in the forward-lookingstatements include the environmental and safety regulations; theCompany’s reliance on key personnel; the Company’s reliance on keybusiness relationships; the Company’s growth strategy; theCompany’s ability to obtain insurance; occupational health andsafety risks; adverse publicity risks; third party risks; disruptionsto the Company’s business operations; the Company’s reliance ontechnology and information systems; litigation risks; tax risks;unforeseen expenses; public health crises; climate change; generaleconomic conditions; commodity prices and exchange rate risks;geopolitical matters; volatility of share price; public companyobligations; competition risk; dividend policy; policies andlegislation; force majeure; and changes in technology. In addition,readers are directed to carefully review the detailed risk discussionin the Company’s MD&A for the year ended December 31, 2022 filedon SEDAR+, which discussion is incorporated by reference in this newsrelease, for a fuller understanding of the risks and uncertaintiesthat affect the Company’s business and operations.
Although the Company believes its expectations arebased upon reasonable assumptions and has attempted to identifyimportant factors that could cause actual actions, events or resultsto differ materially from those described in forward-lookingstatements, there may be other factors that cause actions, events orresults not to be as anticipated, estimated or intended. There can beno assurance that forward-looking information will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such information. As such, these risks arenot exhaustive; however, they should be considered carefully. If anyof these risks or uncertainties materialize, actual results may varymaterially from those anticipated in the forward-looking statementsfound herein. Due to the risks, uncertainties and assumptions inherentin forward-looking statements, readers should not place undue relianceon forward-looking statements.
Forward-looking statements contained herein arepresented for the purpose of assisting investors in understanding theCompany’s rationale behind its strategy and business plans,including the Cancellation, and may not be appropriate for otherpurposes. The assumptions referred to above should be consideredcarefully by readers.
The Company disclaims any intention or obligation toupdate or revise any forward-looking statements, whether as a resultof new information, future events or otherwise, except to the extentrequired by applicable law. The Company qualifies all of itsforward-looking statements by these cautionary statements.
1 If all 1,750,000 SubjectRSUs were to be settled in cash, the Company would be required to makean aggregate cash payment of approximately C$840,000 to settle thoseobligations.
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