Long-Term Incentive Awards and PDMR Dealing
Arc Minerals Limited has announced the award of long-term equity incentives to directors and senior management, comprising Restricted Stock Units (RSUs) and Share Options. The RSUs are performance-based with a five-year term, vesting in tranches upon achieving share price targets of 0.8p, 1.2p, and 1.6p, or upon specific discovery, investment, or transaction milestones. Share Options have an exercise price of 0.8p, vesting over three years. These awards represent approximately 4.88% of the company's issued share capital, increasing the total percentage subject to RSUs and Options from 3.11% to 7.99%. The total number of RSUs awarded is 61,000,000 and the total number of Options awarded is 59,000,000.
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Long-Term Incentive Awards
PDMR Dealing
Arc Minerals (LSE: ARCM) announces the award of long-term equity incentives to directors and senior management.
Long-Term Incentives
The Board has approved the award of a combination of Restricted Stock Units and Share Options over ordinary shares in the Company to directors and senior management.
Restricted Stock Units ("RSUs")
The RSUs granted to Executive Director Rémy Welschinger and senior management are performance-based, have a five-year term and will vest in three equal tranches upon achievement of share price targets of 0.8p, 1.2p and 1.6p or upon achieving certain alternative vesting conditions, as set out below.
Any one of the following alternative vesting conditions, if achieved, will result in the immediate vesting of one-third of the RSUs, up to a maximum of 100%:
- a qualifying discovery in Zambia, defined as a new resource where at least three holes drilled each assayed more than 25m% CuEq. (e.g. 50m @ 0.5% Cu, or 25m @ 1% Cu);
- a qualifying discovery in Botswana, defined as a new resource where at least three holes drilled each assayed more than 10m% CuEq. (e.g. 5m @ 2.0% Cu, or 10m @ 1% Cu);
- a new investment in the Company resulting in gross proceeds of at least £3 million, at a premium to the 21-day volume weighted average share price of at least 25%;
- The Group completing a value accretive transaction that increases its aggregate economic interest by at least 10 percentage points in any of its mineral assets, including through interests held directly or indirectly by subsidiaries, located in Zambia or Botswana;
Any RSUs that do not satisfy the applicable vesting conditions before expiry will lapse.
Share Options ("Options")
Options have been granted to directors (other than the independent director) and senior management. The Options have an exercise price of 0.8p, will vest equally over three years and will be exercisable at any time after vesting during their five-year term.
The Board has also approved customary good leaver and bad leaver provisions in respect of both the Options and the RSUs.
The awards represent approximately 4.88% of the Company's issued share capital. Following the grant, the total percentage of the Company's issued share capital subject to RSUs and Options will increase from 3.11% to 7.99%.
The RSUs and Options awarded are:
| RSUs Awarded | Options Awarded | ||
|---|---|---|---|
| Rémy Welschinger | Executive Director & CEO (Director) | 37,000,000 | 25,000,000 |
| Nicholas von Schirnding | Non-Executive Chairman (Director) | - | 10,000,000 |
| Abyudi James Shonga | Non-Executive Director (Director) | - | 8,000,000 |
| Vassilios Carellas | Chief Operating Officer (PDMR) | 12,000,000 | 8,000,000 |
| Ian Lynch | Chief Financial Officer (PDMR) | 12,000,000 | 8,000,000 |
| Total | 61,000,000 | 59,000,000 |
Following the award, the aggregate number of RSUs and Options held by directors and senior management is as follows:
| RSU's held Before (i) | RSUs held After | Options held Before (i) | Options held After | |
|---|---|---|---|---|
| Rémy Welschinger | - | 37,000,000 | 3,642,748 | 28,642,748 |
| Nicholas von Schirnding | 21,856,494 | 21,856,494 | 14,570,996 | 24,570,996 |
| Abyudi James Shonga | - | - | - | 8,000,000 |
| Vassilios Carellas | 10,928,247 | 22,928,247 | 7,285,498 | 15,285,498 |
| Ian Lynch | 10,928,247 | 22,928,247 | 7,285,498 | 15,285,498 |
| Total | 43,712,988 | 104,712,988 | 32,784,740 | 91,784,740 |
- The terms of the RSUs and Options were announced on 7 April 2025 and remain unchanged, except that the performance-based acceleration milestone relating to the former Anglo JV is no longer capable of being achieved.
The changes to the remuneration structure of the directors of the Company as set out above are related party transactions pursuant to Rule 13 of the AIM Rules for Companies. Brian McMaster, who is the director independent of the remuneration changes set out above, considers that the terms of the Options and the RSUs are fair and reasonable insofar as the shareholders are concerned.
| a) | Name: | 1. Rémy Welschinger 2. Vassilios Carellas 3. Ian Lynch 4. Nicholas von Schirnding 5. Abyudi James Shonga |
| 2. | Reason for the notification | |
| a) | Position/status: | Director / PDMR |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Arc Minerals Limited |
| b) | LEI: | 213800XHFJVCC9GP2G75 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value VGG045791016 |
| b) | Nature of the transaction: | Issue of RSUs and Share Options |
| c) | Price(s) and volume(s): | Price(s) Volume(s) 1) Rémy Welschinger RSU (i) 0.8p (ii) 1.2p (iii) 1.6p Options (i) 0.8p RSU (i) 12,333,333 (ii) 12,333,333 (iii) 12,333,334 Options (i) 25,000,000 Price(s) Volume(s) 2) Vassilios Carellas RSU (i) 0.8p (ii) 1.2p (iii) 1.6p Options (i) 0.8p RSU (i) 4,000,000 (ii) 4,000,000 (iii) 4,000,000 Options (i) 8,000,000 Price(s) Volume(s) 3) Ian Lynch RSU (i) 0.8p (ii) 1.2p (iii) 1.6p Options (i) 0.8p RSU (i) 4,000,000 (ii) 4,000,000 (iii) 4,000,000 Options (i) 8,000,000 Price(s) Volume(s) 4) Nicholas von Schirnding Options (i) 0.8p Options (i) 10,000,000 Price(s) Volume(s) 5) Abyudi James Shonga Options (i) 0.8p Options (i) 8,000,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transaction as in 4 c) above Price(s) Volume(s) RSUs (i) 0.8p (ii) 1.2p (iii) 1.6p RSUs (i) 20,333,333 (ii) 20,333,333 (iii) 20,333,334 Options (i) Options (i) 59,000,000 |
| e) | Date of the transaction: | 8 July 2026 |
| f) | Place of the transaction: | XLON, Off Market |
Notes
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.