New EBT Scheme
80 Mile PLC has established a new employee benefit trust (New EBT) and awarded 237,000,000 new ordinary shares to it, with 150,000,000 conditionally transferred to Rod McIllree, Troy Whittaker, and Olga Solovieva upon meeting market capitalization milestones of £100 million, £125 million, and £150 million over 24 months. Additionally, the company granted 210,000,000 new share options, with 200,000,000 to directors and a PDMR at exercise prices of £0.10 and £0.12. These actions, along with previous awards, represent approximately 19.9% dilution. The new shares are expected to be admitted to trading on AIM on May 27, 2026, bringing the total issued ordinary shares to 5,305,076,045.
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80 Mile PLC ('80 Mile' or the 'Company'), the AIM, FSE, and OTC listed exploration and development Company, is pleased to announce that, following strong growth, the Company has successfully achieved all the milestones under the existing employee benefit trust scheme ("Existing EBT"). As such, the Company has established a new employee benefit trust scheme ("New EBT") and announces updated eligibility, allocation and milestones applicable to the New EBT, which will facilitate the award of shares in the Company, to incentivise long-term commitment from current and future executive directors and employees of 80 Mile.
The Company has today transferred the remaining 13,557,018 ordinary shares of 80 Mile from the Existing EBT. In addition, the Company has today issued a total of 237,000,000 new ordinary shares of 80 Mile ("EBT Shares") to the New EBT, of which 150,000,000 EBT Shares will be conditionally transferred to Rod McIllree, Troy Whittaker and Olga Solovieva upon meeting certain performance conditions, detailed below. The full allocation of the New EBT is as follows:
- Rod McIllree: 60,000,000 EBT Shares
- Troy Whittaker: 60,000,000 EBT Shares
- Olga Solovieva: 30,000,000 EBT shares
- Future executive director: 60,000,000 EBT shares
- Employees: 27,000,000 EBT shares
Objectives
The New EBT provides a new incentive scheme for the executive directors and employees of the Company for the future success of 80 Mile which:
- aligns the interests of executive directors with shareholders;
- incentivises the continuation of long-term value creation through exploration and development success, which includes the upcoming exploration and drilling programmes at Disko and Jameson during 2026-2027, which also represent a step-up in complexity and execution risk; and
- facilitates the retention, attraction and motivation of executive directors in a competitive industry.
Participants
Participants in the New EBT scheme are executive directors, potential executive directors and other employees of the Company.
Milestones
The conditional transfer of the EBT Shares to Rod McIllree, Troy Whittaker and Olga Solovieva will be linked to the Company's market capitalisation, as follows:
- 50 million EBT Shares will be transferred to the beneficiaries when the market capitalisation exceeds £100 million (undiluted)
- 50 million EBT Shares will be transferred to the beneficiaries when the market capitalisation exceeds £125 million (undiluted)
- 50 million EBT Shares will be transferred to the beneficiaries when the market capitalisation exceeds £150 million (undiluted)
Performance Measurement and Vesting
The performance period is over the course of 24 months, from May 2026 to April 2028. The vesting conditions are linked to market capitalisation valuations, as outlined above.
Governance and Compliance
The design and implementation of the New EBT will be overseen by the independent Remuneration Committee. Award details and performance outcomes will be disclosed in annual reports, ensuring full transparency.
New Share Options
The Company has today granted two tranches of options over a total of 210,000,000 new ordinary shares of the Company, 105,000,000 exercisable at £0.10 per share and 105,000,000 exercisable at £0.12 per share, for a period of four years from the date of vesting to directors, employees and consultants of the Company ("Options").
The option grant includes 200,000,000 options being granted to Rod McIllree and Troy Whittaker, current directors of 80 Mile and Olga Solovieva, a PDMR of 80 Mile (further details of the awards are set out in the PDMR table below). A further 10,000,000 Options are being granted to employees and consultants of the Company who are not PDMR's. The Options have been issued to further align management interests and objectives with those of all shareholders.
AIM Rule 13
The Company announces that it has today issued 237,000,000 new ordinary shares of £0.0001 each in the capital of the Company ("Ordinary Shares") to the New EBT and it is noted that the Company has previously issued 393,557,018 new Ordinary Shares to the Existing EBT. The total amount of share dilution from the Existing EBT, the New EBT, the existing share options awarded by the Company and the Option awards above represent approximately 19.9% of the Company's issued ordinary share capital, as diluted by the exercise of any share options in issue.
The conditional transfer of EBT Shares and the grant of the Options has been treated as a related party transaction for the purposes of AIM Rule 13. Accordingly, the independent director, being Michael Hutchinson, having consulted with the Company's nominated adviser, SP Angel, considers that the issue of the EBT Shares, the conditional transfer of EBT Shares and the grant of Options are fair and reasonable insofar as shareholders of the Company are concerned.
Admission and Total Voting Rights
Application will be made to the London Stock Exchange for admission of a total of 237,000,000 EBT Shares to trading on AIM ("Admission"), which is expected to take place at 8.00 a.m. on or around 27 May 2026.
The EBT Shares will rank pari passu in all respects with the Company's existing Ordinary Shares.
Following Admission, the total number of Ordinary Shares in the capital of the Company in issue will be 5,305,076,045, of which 4,878,076,045 have voting rights. Shareholders may use the voting rights figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the issued share capital of the Company.
| a) | Name: | Rod McIllree |
| 2. | Reason for the notification | |
| a) | Position/status: | Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | 80 Mile Plc |
| b) | LEI: | 213800E9AEFEHFLOVJ19 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.0001 GB00BFD3VF20 |
| b) | Nature of the transaction: | 1. Conditional transfer of EBT Shares 2. Grant of Options 3. Grant of Options |
| c) | Price(s) and volume(s): | Conditional transfer of EBT Shares Price Volume(s) 1 Nil 60,000,000 Grant of Options Price Volume(s) 2 £0.10 40,000,000 3 £0.12 40,000,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Price Volume(s) 1 Nil 60,000,000 2 £0.10 40,000,000 3 £0.12 40,000,000 |
| e) | Date of the transaction: | 22 May 2026 |
| f) | Place of the transaction: | Outside a trading venue |
Details of the person discharging managerial responsibilities/person closely associated
| a) | Name: | Troy Whittaker |
| 2. | Reason for the notification | |
| a) | Position/status: | Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | 80 Mile Plc |
| b) | LEI: | 213800E9AEFEHFLOVJ19 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.0001 GB00BFD3VF20 |
| b) | Nature of the transaction: | 1. Conditional transfer of EBT Shares 2. Grant of Options 3. Grant of Options |
| c) | Price(s) and volume(s): | Conditional transfer of EBT Shares Price Volume(s) 1 Nil 60,000,000 Grant of Options Price Volume(s) 2 £0.10 40,000,000 3 £0.12 40,000,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Price Volume(s) 1 Nil 60,000,000 2 £0.10 40,000,000 3 £0.12 40,000,000 |
| e) | Date of the transaction: | 22 May 2026 |
| f) | Place of the transaction: | Outside a trading venue |
Details of the person discharging managerial responsibilities/person closely associated
| a) | Name: | Olga Solovieva |
| 2. | Reason for the notification | |
| a) | Position/status: | Chief Operating Officer (non-Board) |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | 80 Mile Plc |
| b) | LEI: | 213800E9AEFEHFLOVJ19 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary Shares of £0.0001 GB00BFD3VF20 |
| b) | Nature of the transaction: | 1. Conditional Transfer of EBT Shares 2. Grant of Options 3. Grant of Options |
| c) | Price(s) and volume(s): | Conditional transfer of EBT Shares Price Volume(s) 1 Nil 30,000,000 Grant of Options Price Volume(s) 2 £0.10 20,000,000 3 £0.12 20,000,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Price Volume(s) 1 Nil 30,000,000 2 £0.10 20,000,000 3 £0.12 20,000,000 |
| e) | Date of the transaction: | 22 May 2026 |
| f) | Place of the transaction: | Outside a trading venue |
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.