BISICHI MINING PLC
(“Bisichi” or the “Company”)
Replacement Share Scheme and Grant of Options to Director
The Company announces that on 28 September 2012 the Remuneration Committee of
the Company adopted the rules of an Unapproved Executive Share Option Scheme
(the “2012 Share Option Scheme”) in replacement of the Unapproved Executive
Share Option Scheme which was adopted on 15 June 1999 (“1999 Share Option
Scheme”).
Existing options over ordinary shares in the Company of 10 pence each (“Options”) granted under the 1999 Share Option Scheme lapsed on 29 September 2012.
Replacement Options could not be granted under the 1999 Share Option Scheme as
the period for new grants under this scheme had expired. Accordingly, the
Remuneration Committee approved the adoption by the Company of the new 2012
Share Option Scheme with similar rules to the 1999 Share Option Scheme. Set out
at the end of this announcement is a summary of the principal differences
between the two schemes.
Grant of replacement Options to Andrew Heller
The only Options issued under the 1999 Share Option Scheme (“1999 Options”)
that were still in existence on 29 September 2012 were as follows:
Recipient       Position      Number of 1999     Exercise price per
.                             Options             Ordinary Share
Andrew Heller   Managing      233,000            34p
.              Director
Following the adoption of the replacement 2012 Share Option Scheme, the Company
has granted the following Options under the 2012 Share Option Scheme to Andrew
Heller (“2012 Options”), the managing director of the Company, in replacement
for the 1999 Options set out above. The 2012 Options are exercisable at any
time during the next 10 years and are subject to the rules of the 2012 Share
Option Scheme.
Recipient      Position     Date of  Number of     Amount paid    Exercise
.                          grant    2012 Options  for grant of    price per
.                                                 option         Ordinary
.                                                                Share
Andrew      Managing    1 October    233,000       Nil           34p
Heller        Director     2012
For further information contact:
Heather Curtis
Company Secretary,
Bisichi Mining plc 020 7415 5030
Principal differences between the 2012 Share Option Scheme and the 1999 Share
Option Scheme
The 2012 Share Option Scheme has similar terms to the 1999 Share Option Scheme.
However certain amendments were necessary, in particular to ensure that the
replacement grants could operate as an extension of the 1999 Share Option
Scheme grants so far as possible. The principal amendments to the 1999 Share
Option Scheme are that:
* Options can now be exercised under the 2012 Share Option Scheme before 3
years after the date of grant;
* Options can now be granted under the 2012 Share Option Scheme for less than
the market value of the shares being put under option at the date of the
grant;
* there is no requirement for the Company to impose performance conditions in
respect of any new grant under the 2012 Share Option Scheme. However, it is
possible for the Company to impose performance criteria at the date of
grant. No performance criteria were imposed in respect of the Options
granted to Andrew Heller under the 1999 Share Option; and
* the dilution limits in the 2012 Share Option Scheme have been simplified.
Under the 2012 Share Option Scheme the number of ordinary shares in the
Company which may be put under option on any day shall not, when aggregated
with the number of ordinary shares put under option in the previous ten
years under the 2012 Share Option Scheme and any other employees’ share or
share incentive scheme adopted by the Company, exceed ten per cent. of the
ordinary shares in the Company in issue immediately prior to that day.
