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Grant of Share Options

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Kazera Global plc has approved the creation of up to 150,000,000 share options, with 135,000,000 granted to directors and management, subject to shareholder approval. These options are structured in three tranches with exercise prices of £0.001, £0.025, and £0.035, and varying vesting conditions and option lives, representing approximately 13.6% of the company's current issued share capital. The grants are intended to align management interests with shareholders by linking option value to substantial share price appreciation, with independent directors deeming the terms fair and reasonable.

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Kazera Global plc (AIM: KZG), the AIM-quoted investment company, has approved the creation of a pool of up to 150,000,000 options over its Ordinary shares of 0.1 pence each ("Ordinary Shares") under the Company's EMI and Unapproved Share Option Scheme ("Options"), subject to shareholder approval at a general meeting.

A total of 135,000,000 of the Options have been granted to certain directors and members of management under the Company's share option scheme, with such grants also conditional upon shareholder approval at the general meeting.

The award of the Options is structured in three tranches as follows:

TrancheExercise PricePremium to mid-market close on 27/04/26Option LifeNo. GrantedVesting Condition
1£0.001n/a2 years50,000,000Bloomberg closing mid-market price of Ordinary Shares ≥ 2p for 90 consecutive calendar days, being a premium of 74% to the closing mid-market price on 27 April 2026
2£0.025163%2 years25,000,00050% at the commencement of each year
3£0.035268%3 years60,000,00033.3% at the commencement of each year
Total135,000,000

With the exception of the first tranche, which is subject to a 90-day share price vesting hurdle of 2p per share, the premium at which the exercise price of each Option has been set was determined by reference to the closing mid-market price of 1.15 pence per Ordinary Share on 27 April 2026, being the date prior to the grant of the Options.

OptionholderDate of grantExpiry DateExercise PriceNo. options
Geoffrey Eyre28 April 202627 April 2028£0.00112,500,000
Geoffrey Eyre28 April 202627 April 2028£0.0256,250,000
Geoffrey Eyre28 April 202627 April 2029£0.03515,000,000
Geoffrey Eyre33,750,000
Johan Hattingh28 April 202627 April 2028£0.00110,000,000
Johan Hattingh28 April 202627 April 2028£0.0255,000,000
Johan Hattingh28 April 202627 April 2029£0.03511,250,000
Johan Hattingh26,250,000
Paul Dulieu28 April 202627 April 2028£0.00110,000,000
Paul Dulieu28 April 202627 April 2028£0.0255,000,000
Paul Dulieu28 April 202627 April 2029£0.03511,250,000
Paul Dulieu26,250,000
Other Management28 April 202627 April 2028£0.00117,500,000
Other Management28 April 202627 April 2028£0.0258,750,000
Other Management28 April 202627 April 2029£0.03522,500,000
Other Management48,750,000

The structure and allocation of the Options is designed to provide strong alignment of the Board and Management with shareholders, such that the value of the Options is materially dependent on substantial share price appreciation, which the Board believes will only be achieved by delivering significantly improved operational performance.

The Options represent approximately 13.6% per cent. of the Company's current issued share capital.

Related Party Transaction

The grant of the Director Options is considered to be a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. The directors independent of the award of Options, being Richard Jennings and John Wardle, having consulted with the Company's Nominated Adviser, Strand Hanson Limited, consider the terms of the transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

Richard Jennings, Interim Chief Executive Officer of Kazera, commented:

"The option awards announced today demonstrate clear alignment between the Board, our South Africa based management team and shareholders. Participants will only benefit through sustained share price appreciation, with performance targets set at levels we believe are both stretching and achievable.

"With the recent strengthening of the Board composition and breadth of skills sets now in place, the entire team is aligned and focused on delivering long-awaited value from both our South African and Namibian mining assets."

PDMR Disclosures

1Details of the person discharging managerial responsibilities / person closely associated
a)NameGeoffrey Eyre
2Reason for the notification
a)Position/statusNon-Executive Chairman
b)Initial notification /AmendmentInitial notification
a)NameKazera Global Plc
b)LEI213800U4PZ148SFLGY26
a)Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 0.1 pence each in Kazera Global Plc ISIN: GB00B830HW33
b)Nature of the transactionGrant of options over Ordinary Shares of 0.1 pence each under the Kazera Global Plc Unapproved Share Option Plan
c)Price(s) and volume(s)Tranche 1 Exercise price: 0.1 pence Volume: 12,500,000 Tranche 2 Exercise price: 2.5 pence Volume: 6,250,000 Tranche 3 Exercise price: 3.5 pence Volume: 15,000,000
d)Aggregated information - Aggregated volume - Price33,750,000 Various (0.1 pence, 2.5 pence and 3.5 pence exercise prices)
e)Date of the transaction28 April 2026
f)Place of the transactionOutside of a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NamePaul Dulieu
2Reason for the notification
a)Position/statusNon-Executive Director
b)Initial notification /AmendmentInitial notification
a)NameKazera Global Plc
b)LEI213800U4PZ148SFLGY26
a)Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 0.1 pence each in Kazera Global Plc ISIN: GB00B830HW33
b)Nature of the transactionGrant of Options over Ordinary Shares of 0.1 pence each under the Kazera Global Plc Unapproved Share Option Plan
c)Price(s) and volume(s)Tranche 1 Exercise price: 0.1 pence Volume: 10,000,000 Tranche 2 Exercise price: 2.5 pence Volume: 5,000,000 Tranche 3 Exercise price: 3.5 pence Volume: 11,250,000
d)Aggregated information - Aggregated volume - Price26,250,000 Various (0.1 pence, 2.5 pence and 3.5 pence exercise prices)
e)Date of the transaction28 April 2026
f)Place of the transactionOutside of a trading venue
1Details of the person discharging managerial responsibilities / person closely associated
a)NameDr. Johan Hattingh
2Reason for the notification
a)Position/statusExecutive Director (Technical Director)
b)Initial notification /AmendmentInitial notification
a)NameKazera Global Plc
b)LEI213800U4PZ148SFLGY26
a)Description of the financial instrument, type of instrument Identification codeOrdinary Shares of 0.1 pence each in Kazera Global Plc ISIN: GB00B830HW33
b)Nature of the transactionGrant of Options over Ordinary Shares of 0.1 pence each under the Kazera Global plc Unapproved Share Option Plan
c)Price(s) and volume(s)Tranche 1 Exercise price: 0.1 pence Volume: 10,000,000 Tranche 2 Exercise price: 2.5 pence Volume: 5,000,000 Tranche 3 Exercise price: 3.5 pence Volume: 11,250,000
d)Aggregated information - Aggregated volume - Price26,250,000 Various (0.1 pence, 2.5 pence and 3.5 pence exercise prices)
e)Date of the transaction28 April 2026
f)Place of the transactionOutside of a trading venue

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

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