AIM Rule 26

This information was provided to comply wtih AIM Rule 26 and is current as at 3 July 2019.

Herencia Resources Plc

Herencia Resources plc is a multi-commodity resources company listed on the Alternative Investment Market (‘AIM’) of the London Stock Exchange with a primary focus on developing its high quaity Projects in Chile. Herencia has been operating in Chile for many years and is a well-established company in the Chilean resources sector with its main office in Santiago.

Directors

Mr Carl Dumbrell – Chief Executive Officer

Carl Dumbrell is a partner in a Sydney accounting firm with 20 years’ experience in taxation and assurance services in Australia and England, and with an on-going involvement in the raising of finance and the divestment of assets for listed companies.

Carl has Bachelor of Commerce and Master of Taxation Law degrees, and is a Chartered Accountant in both Australia and in England & Wales, as well as being a Chartered Tax Advisor, Registered Company Auditor, Registered Self-Managed Superannuation Fund Auditor, and Member of the Australia Institute of Company Directors.

Carl is Director of Emperor Energy Limited  (ASX: EMP).

Mr Jeffrey Williams – Non Executive Chariman

Jeffrey Williams has over 40 years’ industry experience with 16 years’ experience as a professional mining engineer in Australia and seven years in the stockbroking industry, and is a Fellow of the Australasian Institute of Mining and Metallurgy. His mining experience ranges from mine planning, underground management and feasibility studies through to mine development.

Jeffrey was the Managing Director of Mineral Deposits Ltd for 15 years and departed in late 2011. He secured the Sabodala gold and Grande Cote zircon projects in Senegal in West Africa, and commenced gold production in March 2009. The market capitalisation of Mineral Deposits Limited increased from AUD$6 million in 2003 to over AUD$1000 million in 2011. Jeffrey has since been involved in other smaller mining companies on the ASX to develop exploration plans mostly in Australia.

Jeffrey is currently a director of Horizon Minerals Limited (ASX:HRZ).

Secretary

Mr David Little

David Little is a business lawyers and Partner of the firm Bishop & Sewell.   His work involves corporate transactions across a broad range of business sectors, with a particular focus on the technology, marketing and media, sport and leisure, and professional services sectors. David will be responsible for legal matters and overall compliance of SOPlc, and in particular in the preparation of the prospectus and liaison with UKLA in connection with admission to trading.

The Board

The Board is responsible for creating value for shareholders, determining strategy, investment and acquisition policy, approving significant items of expenditure and for the consideration of significant financing and legal matters.

The Group is currently led and controlled by a Board, comprising of the Non Executive Chairman, and one Executive Director.

The Board considers that the Non-Executive Director each have specific expertise and experience, materially enhancing knowledge and judgment to contribute to the overall performance of the Board.

Board Member Title Audit & Risk Remuneration Nomination
Carl Dumbrell CEO Chairman Member Member
Jeffrey Williams Non Executive Chairman Member Chairman Chairman

The Committees

Audit Committee

The audit committee consists of two members of the board and meet at least twice a year.

The principal duties and responsibilities of the Audit Committee include:

  • Monitor the Group’s internal financial controls and assess their adequacy
  • Review key estimates, judgements and assumptions applied by management in preparing published financial statements
  • Assess annually the auditor’s independence and objectivity
  • Make recommendations in relation to the appointment, re-appointment and removal of the company’s external auditor
  • Review and consider for approval, significant new contracts

The audit committee terms of reference: Audit Committee

Remuneration Committee

The remuneration committee consists of two members of the board and meet at least once a year.

The principal duties and responsibilities of the Remuneration Committee include:

  • Setting the remuneration policy for all Executive Directors and the Chairman
  • Recommending and monitoring the level and structure of remuneration for senior management
  • Approving the design of, and determining targets for, performance related pay schemes operated by the company and approve the total annual payments made under such schemes
  • Reviewing the design of all share incentive plans for approval by the board and shareholders

None of the Committee members have any personal financial interest (other than as shareholders), conflicts of interest arising from cross-directorships or day-to-day involvement in the running of the business. No director plays a part in any financial decision about his or her own remuneration.

The Remuneration Committee terms of reference: Remuneration Committee

Nomination Committee

The Nomination Committee consists of two members of the Board and meet at least once a year.

The principal duties and responsibilities of the Nomination Committee include:

  • Regularly reviewing the structure, size and composition of the Board
  • Considering succession planning for Directors and other senior Executives
  • Identifying and nominating for the approval of the Board, candidates to fill Board vacancies as and when they arise
  • Membership of the Audit and Remuneration Committees Nomination

The Nomination Committee terms of reference: Nomination Committee

Social media policy

The company’s social media policy: Social_media policy

Country of incorporation

England & Wales (under the Companies Act 1985)

Company number

05345029

Articles of Association

Articles of Association – Herencia Resources Plc

Main country of operations

Chile

Number of shares

11,055,737,793 ordinary shares of £0.01p each and 4,266,609,563 deferred shares of £0.09p each

Substantial holders

Lind Partners  2,726,653,942 (24.66% of HER)

Oriental  2,371,298,341 (21.45% of HER)

There are no restrictions on the transfer of the company’s securities.

Registered office

59-60 Russell Square
London WC1B 4HP

Nominated advisor

 

Nominated broker

VSA Capital Limited
15-17 Eldon Street
London EC4R 0DR

Auditors

Crowe
St, Brides House, 10 Salisbury Square
London EC4Y 8EH

Bankers

Barclays

Lawyers

Bishop & Sewell

Share registry

Neville Registrars
Neville House
Steelpark Road
Halesowen
B62 8HD

PR and Media Advisors

Blytheweigh

4-5 Castle Court
London
EC3V 9DL

Tel: +44 (0) 20 7138 3204

info@blytheweigh.com

 

 

The company is subject to the UK City Code on Takeovers and Mergers