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Additional Issuance of Shares and Rights

In brief · summary, not quotable

Emmerson issues shares to Board and Management in lieu of cash remuneration and raises £0.85m funding.

  • Funding raised £0.85m
  • Award Shares to CEO Graham Clarke 6,000,000
  • Award Shares to Chairman Hayden Locke 3,000,000
  • Award Shares to Non-executive Director Robert Wrixon 3,000,000
  • Enlarged issued share capital following Admission 1,281,866,195 ordinary shares
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Emmerson Plc ("Emmerson" or the "Company"), the Moroccan focused potash development company, today announces the additional issue of shares and rights to the Board and Management of the Company and also provides an update on its position with respect to its assets and investments in Morocco.

Additional Issuance of Shares and Rights

Per the announcement dated 28 October 2024, in which the Company notified that the Board and Management would be taking no, or reduced, cash remuneration to protect the balance sheet of the Company, the following awards have been proposed via consulting contracts to ensure continued engagement and alignment as we enter a very important period (the "Awards").

The Awards being issued to each of the members of the Board and Management will take the form of an issue of ordinary shares of no-par value in the capital of the Company in lieu of cash payments which have been waived (the "Award Shares") and follows the successful closing of the funding announced on 6 December 2024 in which the Company successfully raised £0.85m to finance the ongoing strategic initiatives of the Company which includes engagement with a number of potential litigation funders.

The Award Shares are being issued to each of the members of the Board and Management on the following basis (the "Initial Issue"):

NamePosition/statusNumber of Existing Ordinary SharesNumber of Award SharesNumber of Ordinary Shares held following Admission% of issued share capital held following Admission
Graham ClarkeExecutive Director, CEO2,207,5536,000,0008,207,5530.64%
Hayden LockeChairman10,082,3523,000,00013,082,3521.02%
Robert WrixonNon-executive Director47,771,8723,000,00050,771,8723.96%

In addition to the above, the Company announces that a further issue of Award Shares will be made to those members of the Board and Management in the table above once the Company has successfully secured litigation funding, as part of its ongoing dispute with the Moroccan Government (the "Further Issue"). As part of the Further Issue, these members of the Board and Management will receive the same allocation of Award Shares as have been made under the Initial Issue of Award Shares.

The Company will make a further announcement in respect of the Further Issue of Award Shares once it is appropriate to do so.

Admission and Total Voting Rights

Application has been made to the London Stock Exchange for the Award Shares to be admitted to trading on AIM ("Admission") and it is expected that Admission will become effective and dealing in the Placing Shares will commence on or around the 18 December 2024. The Award Shares will rank pari passu with the existing ordinary shares of the Company.

Following Admission, the enlarged issued share capital of the Company will comprise of 1,281,866,195 ordinary shares of no-par value each. No ordinary shares are held in Treasury. The total number of voting rights in the Company is therefore 1,281,866,195.

The above figure of 1,281,866,195 ordinary shares may be used by shareholders of the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the share capital of the Company under the Financial Conduct Authority's Disclosure Guidance and Transparency Rules.

Update on Notice of Dispute with Moroccan Government

Further to the Company's announcement on 1 November 2024 and 6 December 2024, the Company notes that there have been no further developments with regards to the Company's investment dispute with the Government of the Kingdom of Morocco.

The Company will provide further updates on the status of the dispute as and when they are able to.

For further information, please visit www.emmersonplc.com , follow us on Twitter (@emmerson_plc), or contact: Emmerson Plc Graham Clarke / Hayden Locke +44 (0) 207 138 3204 Panmure Liberum Limited (Nominated Adviser and Joint Broker) Scott Mathieson / Will King +44 (0) 20 3100 2000 Share Capital Partners LLP (Joint Broker) Damon Heath / Isabella Pierre +44 (0) 207 186 9927

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

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