Award of Options and Issue of Equity
Kefi Gold and Copper plc has announced the award of share options to its senior leadership team and the conditional issue of equity. Options have been granted to Executive Chairman Harry Anagnostaras-Adams (232,064,250), Finance Director John Leach (139,238,550), Chief Operating Officer Eddy Solbrandt (139,238,550), and Head of Exploration Jeff Rayner (139,238,550), all with an exercise price of 2 pence per ordinary share, vesting annually from December 2027 to December 2029. Additionally, Jeff Rayner will receive 22,222,222 ordinary shares at 1.35 pence each, with a twelve-month selling restriction, and a service provider will receive an equal number of shares under similar restrictions. These transactions, along with the option grants, represent approximately 4.74% of the company's current issued share capital.
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Award of Options
Issue of Equity
KEFI Gold and Copper plc (AIM: KEFI), the gold and copper exploration and development company with projects in the Federal Democratic Republic of Ethiopia and the Kingdom of Saudi Arabia, announces the award of options under the Company's Share Option Scheme (the "Scheme") to the Company's senior leadership team, including the Executive Directors and other Persons Discharging Managerial Responsibility ("PDMRs"). In addition, equity is conditionally being issued to Jeff Rayner, Head of Exploration, and to a service provider to the Company.
Issue of Options
The Scheme was implemented in March 2014 and all options previously issued to Directors, PDMRs and employees have lapsed. At the Company's 2025 Annual General Meeting shareholder approval was given for the issue of options over KEFI ordinary shares of 0.1p each ("Ordinary Shares") up to an aggregate amount of 928,257,000 Ordinary Shares, being approximately 10% of the Company's then issued share capital. The Company's Remuneration Committee considered it appropriate to wait until the assembly of the project financing package for the Company's Tulu Kapi Gold Project and its full launch before granting options, in order to set what it believed would be a more appropriate exercise price than the prevailing 0.555p share price at the time of the 2025 AGM. The purpose of the Scheme is to align the interests of the Company's senior leadership team with the objective of maximising shareholder value, and to ensure that the structure of their overall remuneration packages supports the delivery of this objective.
The options granted ("Options") will ordinarily vest in three equal annual instalments on 31 December 2027, 31 December 2028 and 31 December 2029 and expire on 31 December 2030. The Options have an exercise price of 2 pence per ordinary share, representing a 48.15% premium to the closing market price on 1 May 2026 of 1.35 pence, and a 67% premium to the price of the equity fundraise announced on 19 March 2026.
The following PDMRs have received Option awards under the Scheme. It is noted that Jeff Rayner, who led KEFI from 2006 to 2014 when its initial discoveries were made, has rejoined the Company as Head of Exploration.
| PDMR | Title | Number of Options to be issued to the person or his service company |
|---|---|---|
| Harry Anagnostaras-Adams | Executive Chairman | 232,064,250 |
| John Leach | Finance Director | 139,238,550 |
| Eddy Solbrandt | Chief Operating Officer | 139,238,550 |
| Jeff Rayner | Head of Exploration | 139,238,550 |
The 649,779,900 Options granted represent approximately 4.74% of the Company's current issued share capital. A further 278,477,100 Options remain to be granted and it is the intention of the Company's Remuneration Committee that they be utilised to incentivise new recruits to the Company and other members of the Company's management team in due course, as appropriate.
Issue of Equity
As part of the remuneration package agreed with Jeff Rayner, the Company's recently appointed Head of Exploration, Mr Rayner is being issued with 22,222,222 Ordinary Shares at 1.35 pence per Ordinary Share ("Remuneration Shares"). Mr Rayner is prohibited from selling any of the Remuneration Shares for at least twelve months from Admission. Further details are contained in the disclosure table below.
A further 22,222,222 Ordinary Shares are being issued to a service provider to the Company at 1.35 pence per Ordinary Share to discharge a contractual liability ("Fee Shares"). The Fee Shares are subject to a selling restriction whereby half of the Fee Shares are released from a prohibition on selling six months from Admission and the remaining half may be sold after twelve months from Admission.
Following the grant of Options and issue of Remuneration Shares and Fee Shares, the interests of the PDMRs in Ordinary Shares are:
| PDMR | Total direct shareholding in the Company | Number of Options | Total potential percentage shareholding of the person and his service company, on exercise of the Options |
|---|---|---|---|
| Harry Anagnostaras-Adams* | 114,493,216 | 232,064,250 | 2.48% |
| John Leach | 107,432,668 | 139,238,550 | 1.77% |
| Eddy Solbrandt | 56,788,636 | 139,238,550 | 1.41% |
| Jeff Rayner | 34,802,222 | 139,238,550 | 1.25% |
*Semarang Enterprises Ltd (a company of which Harry Anagnostaras-Adams is the sole director and sole shareholder) holds 121,394,061 Ordinary Shares and the Adams Superannuation Fund holds 5,416,915 Ordinary Shares in KEFI - a total of 126,810,976 Ordinary Shares. Of the Semarang Enterprises Ltd holding shares of 12,317,760 are held for the beneficial interest of another party.
Further details on the Options granted to PDMRs are contained in the disclosure tables below.
Admission and Total Voting Rights
An application will be made for the 44,444,444 Remuneration Shares and Fee Shares, to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective on or around 8.00 a.m. on 11 May 2026.
Following Admission, the total issued share capital of the Company will consist of 13,759,618,660 Ordinary Shares each with voting rights. The Company does not hold any Ordinary Shares in treasury. Therefore, the total number of voting rights in the Company will be 13,759,618,660 and this figure may be used by shareholders 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 FCA's Disclosure Guidance and Transparency Rules.
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Names | 1) Harry Anagnostaras-Adams 2) John Leach 3) Eddy Solbrandt 4) Jeff Rayner |
| 2 | Reason for the notification | |
| a) | Position/status | 1) Executive Chairman 2) Finance Director 3) Chief Operating Officer 4) Head of Exploration |
| b) | Initial notification/ Amendment | Initial Notification |
| a) | Name | KEFI Gold and Copper Plc |
| b) | LEI | 213800OO6ETVDGE3QY15 |
| a) | Description of the financial instrument, type of instrument Identification code | In each case the grant of options over Ordinary Shares GB00BD8GP619 |
| b) | Nature of the transaction | Grant of Options over new Ordinary Shares each with an exercise price of 2 pence per new Ordinary Share |
| c) | Price(s) and volume(s) | Options over Ordinary Shares exercisable at 2p per Ordinary share Harry Anagnostaras-Adams 232,064,250 John Leach 139,238,550 Eddy Solbrandt 139,238,550 Jeff Rayner 139,238,550 |
| d) | Aggregated information - Aggregated volume - Price | n/a |
| e) | Date of the transaction | 5 May 2026 |
| f) | Place of the transaction | Off Market |
| 1 | Details of the person discharging managerial responsibilities/person closely associated | |
| a) | Name | Jeff Rayner |
| 2 | Reason for the notification | |
| a) | Position/status | Head of Exploration |
| b) | Initial notification/ Amendment | Initial Notification |
| a) | Name | KEFI Gold and Copper Plc |
| b) | LEI | 213800OO6ETVDGE3QY15 |
| a) | Description of the financial instrument, type of instrument Identification code | Ordinary Shares GB00BD8GP619 |
| b) | Nature of the transaction | Issue of Ordinary Shares |
| c) | Price(s) and volume(s) | 1.35 pence 22,222,222 |
| d) | Aggregated information - Aggregated volume - Price | N/A |
| e) | Date of the transaction | 5 May 2026 |
| f) | Place of the transaction | Off Market |
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