Approval: Long-Term Incentive Scheme (Exec Chair)

Amigo Resources PLC (LSE: AMGO) announces that the Board of Directors has approved the establishment of a Long-Term Incentive Scheme ("LTIS") for Mr. Craig Ransley, Executive Chair of the Company ("Mr Ransley"), following a review of the Company's (and its group of companies "Group") strategic positioning and remuneration framework.

Background and Strategic Context

The LTIS has been established at a defining moment in the Company's corporate recovery. Following a period of significant financial challenge, the Group has successfully executed a strategic pivot toward gold and rare-earth mining assets in Africa. The LTIS is designed to ensure the continued commitment and retention of the leadership instrumental to this turnaround, while aligning executive reward with long-term value creation for shareholders.

Key Terms of the Approved LTIS

Under the terms of the LTIS, Amigo Capital FZE (a member of the Group) shall pay Mr Ransley a sum equal to 2.5% of Gross Revenue derived from all mining assets initiated, developed, acquired or financed during Mr Ransley's tenure with the Group. The LTIS will be in effect for a 20-year term commencing on 1 April 2026 and paid monthly. The Company will guarantee all obligations under the LTIS. Mr Ransley can assign the rights under the LTIS to a third party.

In return for the grant of the LTIS, Mr Ransley has accepted a total remuneration freeze on all other salary and bonus entitlements until July 2028. This structure ensures that Mr Ransley assumes 100% of the financial risk of his variable compensation, with such reward contingent solely on the successful extraction and sale of minerals from the Group's future mining assets.

Regulatory Framework

In accordance with good governance practice, the Executive Chair recused himself from all Board deliberations and the Company's Executive Directors did not vote on the resolution.

The Board has determined that the LTIS falls within the exemption under UK Listing Rule 9.3.2R(2), which permits the establishment of a long-term incentive arrangement for a single director specifically to facilitate, in unusual circumstances, the recruitment or retention of the relevant individual. On that basis the LTIS does not require approval by an ordinary resolution of shareholders.

The Board considers the following circumstances to be "unusual" for the purposes of UKLR 9.3.2R(2):

Existential Rescue: The Group was saved from winding-up and formal insolvency through the instrumental and strategic leadership of, and financing network secured by, Mr Ransley.

Strategic Transformation: The Company has pivoted away from being a UK consumer lender in wind-down to mining exploration and production in Africa, requiring a specialised retention structure to ensure leadership continuity.

Geopolitical Risk Profile: Operations in high-risk jurisdictions necessitate robust retention mechanisms to safeguard operational continuity.

Strategic Alignment and Alignment of Interest: The award is 100% performance (revenue) contingent. The Group incurs zero cost unless revenue is realised, conserving Group capital during the start-up phase.

In accordance with UKLR 9.3.3R, the formal "unusual circumstances" justification and details of the award will be disclosed in the Company's next Annual Report.

Next Steps

The Company will continue to provide updates on the development of its mining portfolio through regular regulatory announcements.

Additional Information