Establishment of Employee Benefit Trust
Cobra Resources plc announced the establishment of an employee benefit trust to implement a proposed Performance Rights framework for executive directors and senior management, subject to final documentation. The Board proposes issuing 35,000,000 Performance Rights over five years, representing approximately 3.7% of the Company's current issued ordinary share capital of 935,886,072 shares, which is considered appropriate and consistent with market practice. The Chief Executive Officer is allocated 30,000,000 Performance Rights with tiered vesting conditions based on share price targets ranging from 4.0 pence to 60.0 pence over five years, with 7,500,000 rights for year one linked to the Boland discovery. An additional pool of up to 5,000,000 Performance Rights is proposed for senior management over three years, tied to operational milestones.
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The following RNS replaces and corrects RNS Number: 9308O, released at 15:06 today. The previous RNS stated that the Board proposes the issue of "38,500,000" Performance Rights and that this would represent approximately "4.1%" of the Company's current issued share capital of "932,342,594" ordinary shares. It should have stated that the Board proposes the issue of "35,000,000" Performance Rights and that this would represent approximately "3.7%" of the Company's current issued share capital of "935,886,072" ordinary shares. All other details remain the same.
Cobra Resources plc
("Cobra" or the "Company")
Establishment of Employee Benefit Trust
Cobra (LSE: COBR), a South Australian mineral exploration and development company, announces it will establish an employee benefit trust ("EBT") for the implementation of a proposed Performance Rights framework for executive directors and senior management, subject to final documentation. The EBT is intended to align remuneration outcomes with long-term shareholder value creation.
Pursuant to the EBT, over a period of five years, the Board proposes the issue of 35,000,000 Performance Rights as detailed below. Assuming all Performance Rights vest and convert into ordinary shares, this would represent approximately 3.7% of the Company's current issued ordinary share capital of 935,886,072 ordinary shares. The Board confirms that this level of potential dilution is considered appropriate and consistent with market practice for UK-listed companies of comparable size and stage. The EBT will acquire shares to cover the awards made (which may be market acquisitions or subscriptions funded by loans from the Company).
The Performance Rights framework includes:
| Position | Timeframe | Vesting Conditions | No. of Performance Rights |
|---|---|---|---|
| Chief Executive Officer | Year 1 | > 4.0 pence | 7,500,000 |
| Year 2 | ≥ 7.5 pence | 5,000,000 | |
| Year 3 | ≥ 10 pence | 5,000,000 | |
| Year 4 | ≥ 30 pence | 5,000,000 | |
| Year 5 | ≥ 60 pence | 7,500,000 | |
| Senior Management | Over 3 years | To be aligned with operational milestones | 5,000,000 |
| Total | 35,000,000 |
Chief Executive Officer Performance Rights
As set out above, on the recommendation of the renumeration committee, the Board has approved an indicative allocation of 30,000,000 performance shares to the Chief Executive Officer over a five year period. Year one rights are issued in recognition of the Boland discovery success and the recent growth of the Company. Unvested Performance Rights will lapse if the relevant performance hurdle is not achieved within the applicable vesting period.
Senior Management Performance Rights
As set out above, a further pool of up to 5,000,000 Performance Rights is proposed to be made available to senior management over the next three years, with individual allocations and vesting conditions to be determined by the Board.
| 1 | Details of the person discharging managerial responsibilities / person closely associated | |||||
| a) | Name | Rupert Verco | ||||
| 2 | Reason for Notification | |||||
| a) | Position/status | Chief Executive Officer, PDMR | ||||
| b) | Initial notification/amendment | Initial notification | ||||
| a) | Name | Cobra Resources plc | ||||
| b) | LEI | 213800XTW5PLLK72TQ57 | ||||
| a) | Description of the financial instrument, type of instrument | Ordinary Shares | ||||
| Identification code | GB00BGJW5255 | |||||
| b) | Nature of the transaction | Performance Rights | ||||
| c) | Price(s) and volume(s) |
.075 0.10 0.30 0.60 7,500,000 5,000,000 5,000,000 5,000,000 7,500,000 | ||||
| d) | Aggregated information | |||||
| - Aggregated volume | 30,000,000 | |||||
| - Price | N/A | |||||
| e) | Date of the transaction | 14 January 2026 | ||||
| f) | Place of the transaction | Off Market |
The person who arranged for the release of this announcement was Greg Hancock, Chairman of the Company.
Regional map showing Cobra's tenements in South Australia
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