Euro Manganese appoints Dr. Matthew James as Chief Executive Officer


NR 2021-21


VANCOUVER, British Columbia (December 20, 2021) – Euro Manganese Inc. (TSX-V and ASX: EMN; OTCQX: EUMNF; Frankfurt: E06) (the "Company" or "EMN") is pleased to announce that it has appointed Dr. Matthew James as Chief Executive Officer effective December 20, 2021. Dr. James’ appointment is the result of a robust process, assisted by the global executive search firm Korn Ferry.

Dr. James is a highly experienced corporate executive in both established global industrials and small growth companies. He will bring his extensive experience in the natural resources, chemicals and environmental services sectors to drive the plans of the Company to transition from development stage to a producer of high purity battery raw materials, principally for the growing European electric vehicles market.


Dr. James has extensive experience in developing companies within the global natural resources industry. As Vice President, Strategy & Corporate Communications at Lynas Corporation, a speciality metals company, he played an instrumental role raising over A$1 billion of equity and debt funding, including a US$250 million government backed loan and over US$800 million of long-term advanced sales contracts from Japanese, European, and US industrial companies across the automotive, chemical, and engineering sectors.

During Dr. James’ time at Lynas, from 2002 to 2011, the company grew from a junior miner with an undeveloped project to an ASX100 Company with a market capitalisation of approximately A$3.5 billion, with mining operations in Australia and chemical plant operations in Malaysia. In 2011, Dr. James became the founding Managing Director of Rutila Resources, where he negotiated the purchase of a vanadium-titanium-magnetite deposit and secured native title agreements and new Western Australia port infrastructure licences in the Pilbara. Rutila was acquired by Todd Corporation in 2014.

Upon returning to the UK in 2014, Dr. James led a strategic growth consultancy focused on natural resources, materials and environmental services. From 2017 to 2020, he was Vice President of Strategy and Business Development on the executive leadership team at Harsco Corporation, a global industrial environmental services company.

Dr. James worked in London at Deutsche Bank from 1995-1998, followed by four years at McKinsey & Company, where he provided support and advice to clients at the CEO and board level of major companies in strategic, organisational and operational projects. Dr. James received a B. Eng. (Hons) degree in Ceramic Engineering from the University of New South Wales, Australia and a Ph.D. in Material Science and Engineering from Queens’ College at the University of Cambridge. He is a Graduate member of the Australian Institute of Directors.

Dr. James will succeed Marco Romero, the founder of Euro Manganese and one of its largest shareholders. Mr. Romero will relinquish his executive role with effect from January 4th and will step down as a director of the board. He will continue as an advisor to the Company, assisting with the transition to Dr. James and on the generation of potential growth opportunities for the Company, in line with the Board’s strategy.

John Webster, non-executive chair of the EMN board, said: “We extend our sincere thanks to Marco for getting us to where we are today. He set the Company’s vision and its high technical, ethical and environmental standards, secured our core asset and raised over $67 million to fund its evaluation and planning. He also developed positive industry, community and customer relationships, and brought together a strong team to advance the Chvaletice project. Matthew can now build on Marco’s outstanding contributions, as he leads the Company through its next stage of development. The Board is pleased to welcome Matthew as the next leader of our company. His technical, financial and management skills and experience in taking early-stage companies to the next level will be invaluable to us as we progress our plans to move from a development stage company into a sustainable producer of high purity manganese products serving the fast-growing EV battery space. He will lead and build out our team to finance and enable the development of Europe’s only significant manganese resource at Chvaletice in the Czech Republic.

Dr. James commented, “It is an exciting time to be joining Euro Manganese. There is international consensus to dramatically reduce the world’s carbon footprint, driven by governments, investors and consumers. The electrification of vehicles is an important part of the solution and has been embraced by the automotive industry and consumers alike, with rapidly increasing global production forecasts. However, the supply of the enabling raw materials needs to match this demand in ways that are both environmentally and socially responsible. Euro Manganese is uniquely positioned to become a sustainable speciality supplier of high purity manganese to the growing EV battery supply chain, with a secure source of supply from our Czech Chvaletice Manganese Project, in the European Union. 2022 is an important year of performance milestones towards achieving this goal, including the delivery of the Demonstration Plant, completion of the Definitive Feasibility Study and the Environmental and Social Impact Assessment, customer acceptance testing and off-take contracts, and the commencement of project financing discussions. I can’t wait to get started; the priority is to build on the excellent work that Marco and the team have accomplished to date, and to deliver the Chvaletice Manganese Project, with a vision to grow into a multi-asset company.


Terms of Employment

In accordance with ASX Listing Rule 3.16.4 the material terms of the employment contract are as follows:

Total Fixed Remuneration (“TFR”) GB £255,000 per annum to be reviewed annually.

Short term incentive plan of up to 50% of the TFR based on the achievement of short-term objectives agreed between the board and the CEO annually.

Long term equity incentive plan as follows;

Number of Options: 12 million options

Term: 10 years from date of grant

Exercise Price: C$0.58


Vesting:

  • 1.0 million options will vest and become exercisable on 1 January 2023 with no performance conditions applicable.

  • 1.0 million options will vest and become exercisable on 1 January 2024 with no performance conditions applicable.

  • 1.0 million options will vest and become exercisable on 1 January 2025 with no performance conditions applicable.

  • 1.5 million options will vest and become exercisable when the 30-day daily volume weighted average price (“VWAP”) of trading in the common shares is at or above C$1.00 per share.

  • 1.5 million options will vest and become exercisable when the 30-day VWAP of trading in the common shares is at or above C$1.50 per share.

  • 1.5 million options will vest and become exercisable upon execution of binding offtake agreement(s) with one or more purchaser(s) where the production purchased from the Chvaletice Manganese Project under the offtake agreement(s) is at least equal to 65% of the initial eight years of mine production of high purity manganese products projected in the Feasibility Study upon which the construction decision is made by the board of directors, and which study is included in an NI 43-101 Technical Report that is filed with Canadian securities regulators (the “Construction Decision Feasibility Study”).

  • 1.5 million options will vest and become exercisable upon the Company completing and receiving funds under a financing(s) (whether debt, equity, offtake funding or joint venture) which net proceeds are sufficient for the Company to fully fund the initial capital costs required to bring the Chvaletice Manganese Project to production as set out in the Construction Decision Feasibility Study.

  • 1.5 million options will vest and become exercisable upon the Chvaletice Manganese Project declaring successful completion of a “plant performance test” for plant hand-over to the operations team pursuant to any financing documents or if no such test is required “commercial production” under IFRS (“PPT”), but provided that (A) the date upon which the PPT is declared complete is a date that is within 120% of the number of days set for the PPT commencing on the date of a construction decision by the Board of Directors and (B) the initial capital costs budgeted, incurred, or expended by the Company to bring the Chvaletice Manganese Project to the PPT is not more than 120% on the initial capital costs set forth in the Construction Decision Feasibility Study (except that if the Company declares force majeure, all time periods shall cease running and shall only recommence 30 days after the ending of force majeure).

  • 1.5 million options will vest and become exercisable upon the Chvaletice Manganese Project process plant reaching continuous production at an average of above 90% of annual nominal production capacity as set forth in the Construction Decision Feasibility Study for a 90 consecutive day period.

If the vesting hurdles are not met, the options will not vest and be canceled.


All options will vest immediately and become exercisable (notwithstanding the above) on the occurrence of a Triggering Event (as defined in the Stock Option Plan).


Stock Option Grant

The Company has also granted stock options to its directors, officers and employees to purchase up to an aggregate of 4,150,000 common shares of the Company. Of these, 1,200,000 have been granted to directors, 900,000 have been granted to officers and 2,050,000 have been granted to employees and consultants. The stock options are exercisable for a term of ten years at an exercise price of C$0.58 per common share. The options will vest one-third on the date of grant, and one-third on each of the first and second anniversaries of the date of grant.



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About Euro Manganese:


Euro Manganese Inc. is a battery materials company whose principal focus is advancing the development of the Chvaletice Manganese Project, in which it holds a 100% interest. The proposed Project entails re-processing a significant manganese deposit hosted in mine tailings from a decommissioned mine, strategically located in the Czech Republic. The Company’s goal is to become a leading, competitive and environmentally superior primary producer of ultra-high-purity Manganese Products in the heart of Europe, serving the lithium-ion battery industry, as well as other high-technology applications.


Authorized for release by the Chairman of Euro Manganese Inc.


Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) or the ASX accepts responsibility for the adequacy or accuracy of this release.


Contact:

Euro Manganese Inc.

John Webster

Non-executive Board Chair

+1 (604) 618-5141


Media inquiries:

Ron Shewchuk

Director of Communications

+1 604-781-2199


E-mail: info@mn25.ca

Website: www.mn25.ca

Company Address:

#709 -700 West Pender St., Vancouver, British Columbia, Canada, V6C 1G8

Forward-Looking Statements

Certain statements in this news release constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities laws. Such statements and information involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company, its projects, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements or information. Such statements can be identified by the use of words such as “may”, “would”, “could”, “will”, “intend”, “expect”, “believe”, “plan”, “anticipate”, “estimate”, “scheduled”, “forecast”, “predict” and other similar terminology, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such forward-looking information or statements include, without limitation, statements regarding the regulatory/permitting progress at the Project; land access for the Project; the completion and timing of the definitive feasibility study; the timing, installation of the delivery and operation of the Demonstration Plant; the Company’s ability to negotiate offtake agreements with potential customers; the evaluation and development of any new business opportunities; and the Company’s ability to finance the full-scale, commercial development of the Project. Further, it should be noted that no production decision has been made with respect to the Project and that such a decision will only be made based on completion of a positive feasibility study, permitting and financing having been secured.


Readers are cautioned not to place undue reliance on forward-looking information or statements. Forward-looking statements and information involve significant risks and uncertainties, should not be read as guarantees of future performance or results and will not necessarily be accurate indicators of whether or not such results will be achieved. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements or information, including, but not limited to, the factors discussed under “Risks Notice” and elsewhere in the Company’s MD&A, as well as the inability to obtain regulatory approvals in a timely manner; the potential for unknown or unexpected events to cause contractual conditions to not be satisfied; unexpected changes in laws, rules or regulations, or their