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ACG VCP-EIP Issuance

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ACG Metals Limited announced that its Remuneration Committee approved awards under its value creation and employee incentive plans on January 23, 2026, following a significant increase in the company's share price from US$6 to US$15.06 and a market capitalization rise from US$104,939,478 to US$343,283,661. The company also adjusted the measurement and vesting periods for these plans to align with its financial year. Specific awards were granted to senior management, including 756,246 shares to CEO Artem Volynets and 604,997 options to CFO Patrick Henze, with vesting occurring over a four-year period subject to malus and clawback provisions. Additionally, 12,665 shares were issued to other key employees under the employee incentive plan.

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ACG Metals Limited announces that its Remuneration Committee ("RemCo") approved the issuance and/or vesting of certain awards under its value creation plan ("VCP") and employee incentive plan ("EIP") on 23 January 2026. The VCP and EIP were established on the readmission of the Company's shares to trading on the London Stock Exchange ("Readmission") following completion of the acquisition of the Gediktepe mine in September 2024 and are designed to incentivise the Company's management team and other senior employees to deliver exceptional returns for shareholders.

In deciding to grant its approval, RemCo took into account a number of important factors, including the following:

  • The VCP and EIP were approved by the Company's board of directors at Readmission and fully disclosed in the Prospectus published by the Company on 7 August 2024 (the "Prospectus").
  • The Company's share price increased from US$6 at the commencement of the first measurement period in respect of the VCP to US$15.06 at the end of this period.
  • As a result, the Company's overall market capitalisation increased from US$104,939,478 to US

$343,283,661 during the same period.

Amendments to certain terms of the VCP and EIP

Prior to granting this approval, RemCo approved certain adjustments to the measurement periods for the VCP and vesting dates for the EIP Awards (as defined below) to align them with the Company's financial year. In consequence:

  • The first measurement date in respect of the VCP has been brought forward from 16 October 2026 to 31 December 2025, with subsequent measurement dates now scheduled to fall on 31 December 2026 (the "Second Measurement Date"), 31 December 2027 (the "Third Measurement Date") and 31 December 2028 (the "Fourth Measurement Date").
  • The first vesting date in respect of the EIP Awards has been postponed from 16 October 2025 to 31 December 2025, with subsequent vesting dates now scheduled to fall on 31 December 2026 and 31 December 2027.

All other terms of the VCP and EIP (as further detailed in the Prospectus) remain unchanged.

Awards under the VCP and EIP

Pursuant to the VCP, the recipients may elect to receive these awards either in class A ordinary shares in the Company ("Shares") or options over Shares ("Options"). The following awards ("Initial VCP Awards") have been approved in respect of the first measurement period under the VCP:

  • Mr Artem Volynets (CEO) 756,246 Shares
  • Mr Patrick Henze (CFO) 604,997 Options
  • Mr. Peter Carter (COO) 75,625 Shares
  • Mr. Damien Coles (CLO) 75,625 Options

Only one third of the Initial VCP Awards will vest immediately, with the remainder vesting (along with any future VCP awards (together with the Initial VCP Awards, the "VCP Awards") over a four-year period as follows:

  • 50% of the unvested VCP Awards are scheduled to vest on the Second Measurement Date.
  • 50% of the unvested VCP Awards are scheduled to vest on the Third Measurement Date.
  • The remaining unvested VCP Awards are scheduled to vest on the Fourth Measurement Date.

Vesting of all unvested VCP Awards is subject to malusand clawback.

RemCo also approved the issuance of an aggregate of 12,665 Shares to other key employees under the EIP and in accordance with the terms of their employment contracts. Once again, recipients may elect to receive these awards in either Shares or Options.

Vesting of Shares and Options

In addition, RemCo approved the vesting of the first tranches of Shares or Options previously issued pursuant to one-off performance awards (the "EIP Awards") under the EIP, which are scheduled to vest in equal portions over a three-year period.

NameTotal Number of Shares or Options GrantedDate of GrantNumber of Shares or Options to Vest on First Vesting Date
Mr. Peter Carter66,666 Shares16 July 202522,222 Shares
Mr. Damien Coles58,332 Options19 December 202419,444 Options
Impact Investments LLC 1216,592 Options13 February 202572,197 Options

Following the Initial VCP Awards and vesting of the first tranches of Shares under the EIP Awards, the interests of the directors in the share capital of the Company will remain unchanged, save that the number of Shares held by Mr. Artem Volynets (through his personal services company, ACG Advisory Limited) will (assuming all Initial ACP Award Shares vest) increase to 1,307,567.

Application will be made for the new Shares to be listed on the equity shares (transition category) of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange and a further announcement confirming such admission will be made in due course.

1 Note: Michael Pompeo is the executive chairman of Investments LLC.

A copy of the FCA notification form in respect of the issuance and/or vesting of the awards to each PDMR and PCA as required under the EU Market Abuse Regulation and in the prescribed format, is set out below. Notification of a Transaction pursuant to Article 19(3) of the EU Market Abuse Regulation No 596/2014.

PDMR Notification reference 00473362

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission Submission for PDMR

Name of natural person Artem Volynets

Legal person

For persons discharging managerial responsibilities:

  • The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

  • An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • Name and position of the relevant person discharging managerial responsibilities

Position/status CEO

Initial notification/amendment Initial Notification

Full name of the entity ACG Metals Limited

In accordance with ISO 17442 LEI code.

Date Of TransactionDescription of InstrumentDescription of Other InstrumentIdentification CodePlace Of TransactionCurrency
2026-01- 23ShareVGG0056A1030Outside a trading venueGBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation planPrice Volume Total 0.00 252082.00 0.00 Aggregated 0.00 252082.00 0.00

PDMR Notification reference 00473365

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission Submission for PDMR

Name of natural person Patrick Henze

Legal person

For persons discharging managerial responsibilities:

  • The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

  • An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • Name and position of the relevant person discharging managerial responsibilities

Position/status CFO

Initial notification/amendment Initial Notification

Full name of the entity ACG Metals Limited

In accordance with ISO 17442 LEI code.

Date Of TransactionDescription of InstrumentDescription of Other InstrumentIdentification CodePlace Of TransactionCurrency
2026-01- 23OtherOptions of Class A ordinary sharesVGG0056A1030outside a trading venueGBP - British Pound

Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation plan

PDMR Notification reference 00473366

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission Submission for PDMR

Name of natural person Damien Coles

Legal person

For persons discharging managerial responsibilities:

  • The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

  • An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • Name and position of the relevant person discharging managerial responsibilities

Position/status Chief Legal Officer

Initial notification/amendment Amendment to prior notifications

Previous notification reference number 00473364

Explain the error that this notification is amending Amendment to volume figure.

Full name of the entity ACG Metals Limited

In accordance with ISO 17442 LEI code.

Date Of TransactionDescription of InstrumentDescription of Other InstrumentIdentification CodePlace Of TransactionCurrency
2026-01- 23OtherOptions over Class A ordinary sharesVGG0056A1030outside a venueGBP - British Pound
Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation planPrice Volume Total 0.00 25208.00 0.00 Aggregated 0.00 25208.00 0.00

PDMR Notification reference 00473367

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission Submission for PDMR

Name of natural person Peter Carter

Legal person

For persons discharging managerial responsibilities:

  • The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

  • An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • Name and position of the relevant person discharging managerial responsibilities

Position/status COO

Initial notification/amendment Amendment to prior notifications

Previous notification reference number 00473363

Explain the error that this notification is amending Amendment to volume figure.

Full name of the entity ACG Metals Limited

In accordance with ISO 17442 LEI code.

Date Of TransactionDescription of InstrumentDescription of Other InstrumentIdentification CodePlace Of TransactionCurrency
2026-01- 23ShareVGG0056A1030outside a venueGBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation planPrice Volume Total 0.00 25208.00 0.00 Aggregated 0.00 25208.00 0.00

PDMR Notification reference 00473368

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission Submission for PDMR

Name of natural person Peter Carter

Legal person

For persons discharging managerial responsibilities:

  • The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

  • An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
  • Name and position of the relevant person discharging managerial responsibilities

Position/status COO

Initial notification/amendment Initial Notification

Full name of the entity ACG Metals Limited

In accordance with ISO 17442 LEI code.

Date Of TransactionDescription of InstrumentDescription of Other InstrumentIdentification CodePlace Of TransactionCurrency
2026-01- 23ShareVGG0056A1030outside a trading venueGBP - British Pound
Nature Of Transaction: vesting of certain shares from EIP award granted pursuant to the Company's employee incentive planPrice Volume Total 0.00 22222.00 0.00 Aggregated 0.00 22222.00 0.00

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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