Long-Term Incentive Plan and Grant of Awards
Empire Metals Limited has adopted a Long-Term Incentive Plan and granted awards comprising 8,250,000 nil-cost share awards and options over 12,000,000 new ordinary shares at 40 pence each, representing approximately 2.67% of the company's issued share capital. These awards are subject to demanding share-price performance conditions, with vesting occurring in four tranches at share prices of £0.50, £0.63, £0.78, and £0.98. Directors Shaun Bunn and Greg Kuenzel each received 6,000,000 awards, and Non-Executive Director Phil Brumit received 750,000 awards, with independent directors deeming the terms fair and reasonable.
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Empire Metals Limited (LON: EEE), the AIM-quoted resource exploration and development company, announces that the Board has adopted a Long-Term Incentive Plan (the "LTIP") and has made awards under it to directors, senior management and employees (the "Awards").
Summary of the LTIP and the Awards
The Awards comprise, in aggregate, 8,250,000 nil-cost share awards to be satisfied from ordinary shares already held by the Company's Employee Benefit Trust (the "EBT Awards") and options over 12,000,000 new ordinary shares of the Company with an exercise price of 40 pence per share (the "Options"). The Awards together represent approximately 2.67% of the Company's issued ordinary share capital. As the EBT Awards are satisfied from the ordinary shares already held by the Employee Benefit Trust, they create no new dilution. Following the Awards, the Company's aggregate outstanding share-scheme commitments (all outstanding options plus shares held by the Employee Benefit Trust) represent approximately 12.70% of issued ordinary share capital.
Vesting of all Awards is subject to demanding share-price performance conditions. Each Award vests in four equal tranches of 25%, with each tranche vesting only when the Company's closing share price has been at or above the relevant target for 10 consecutive trading days, subject to the holder remaining in service at the trigger date:
| Tranche | Cumulative vesting | Share-price target | Premium to 40p exercise price |
|---|---|---|---|
| Tranche 1 | 25% | £0.50 | +25% |
| Tranche 2 | 50% | £0.63 | +57.5% |
| Tranche 3 | 75% | £0.78 | +95% |
| Tranche 4 | 100% | £0.98 | +145% |
Awards to Directors and PDMRs
The Awards to the directors of the Company and to persons discharging managerial responsibilities ("PDMRs") are as follows:
| Name and position | EBT Awards | Options (40p) | Total |
|---|---|---|---|
| Shaun Bunn, Managing Director | 3,000,000 | 3,000,000 | 6,000,000 |
| Greg Kuenzel, Finance Director | 3,000,000 | 3,000,000 | 6,000,000 |
| Phil Brumit, Non-Executive Director | 250,000 | 500,000 | 750,000 |
Awards over a further 2,000,000 EBT shares and 5,500,000 Options have been made to other employees of the group, including the Company's Australian-based team. Neil O'Brien (Chairman) and Peter Damouni (Non-Executive Director) have received no Awards.
Related-party transaction
The Awards to Shaun Bunn, Greg Kuenzel and Phil Brumit, each a director of the Company, constitute related-party transactions under AIM Rule 13. Neil O'Brien and Peter Damouni, being the directors independent of the Awards, consider, having consulted with SP Angel Corporate Finance LLP, the Company's Nominated Adviser, that the terms of the Awards to the directors are fair and reasonable insofar as the Company's shareholders are concerned.
MAR disclosure
| a) | Name: | 1) Shaun Bunn 2) Greg Kuenzel 3) Phil Brumit |
| 2. | Reason for the notification | |
| a) | Position/status: | 1) Managing Director 2) Finance Director 3) Non-Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Empire Metals Limited |
| b) | LEI: | 2138002IOR7OCZZPB279 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value VGG3036T1012 |
| b) | Nature of the transaction: | Grant of options |
| c) | Price(s) and volume(s): | Price(s) Volume(s) 1) 40.0 pence 3,000,000 2) 40.0 pence 3,000,000 3) 40.0 pence 500,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above |
| e) | Date of the transaction: | 14 July 2026 |
| f) | Place of the transaction: | AIM, London Stock Exchange |
| 1. | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name: | 1) Shaun Bunn 2) Greg Kuenzel 3) Phil Brumit |
| 2. | Reason for the notification | |
| a) | Position/status: | 1) Managing Director 2) Finance Director 3) Non-Executive Director |
| b) | Initial notification/Amendment: | Initial notification |
| a) | Name: | Empire Metals Limited |
| b) | LEI: | 2138002IOR7OCZZPB279 |
| a) | Description of the financial instrument, type of instrument: Identification code: | Ordinary shares of no par value VGG3036T1012 |
| b) | Nature of the transaction: | Issue of shares held by the Company's Employee Benefit Trust |
| c) | Price(s) and volume(s): | Price(s) Volume(s) 1) 0.0 pence 3,000,000 2) 0.0 pence 3,000,000 3) 0.0 pence 250,000 |
| d) | Aggregated information: Aggregated volume: Price: | Single transactions as in 4 c) above |
| e) | Date of the transaction: | 14 July 2026 |
| f) | Place of the transaction: | AIM, London Stock Exchange |
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