Vesting and settlement of 2023 Conditional Share Awards and Notification of transactions by persons discharging managerial responsibilities

Vesting and settlement of 2023 Conditional Share Awards and Notification of transactions by persons discharging managerial responsibilities

Serabi announces that on 12 May 2026 the Board of Directors approved the vesting of Conditional Share Awards that had been granted for the 2023 calendar year pursuant to the Company’s Long Term Incentive Plan (“LTIP”).

Under the terms of the Serabi 2020 Restricted Share Plan (the “2020 Plan”) pursuant to which the 2023 Awards were granted, vesting of awards is subject to a three-year performance period during which time certain performance criteria stipulated by the Board must be attained. In respect of the vesting of the 2023 Awards, these were initially granted in respect of the calendar year 2023 and for which the measurement period was the 3 calendar years of 2023, 2024 and 2025. The performance criteria and minimum thresholds that were required to be achieved in respect of the 2023 Awards over the entirety of this three-year period were as follows:

40% of the award was subject to Total Shareholder Return (“TSR”), with 0% vesting if Serabi’s TSR is in line with the BMO junior gold index increasing in a linear manner up to 100% vesting if Serabi hit 1.2x the index over same period. Serabi’s TSR amounted to 9.5x in the period compared to 2.6x for the Junior Gold Index;

30% of the award was subject to Return on Capital Employed (“ROCE”) where the ROCE premium over the Weighted Average Cost of Capital (“WACC”) must be in excess of 1.05 times. If this hurdle is met vesting will occur in a linear manner such that 100% vesting of this portion is achieved at 1.2x WACC. Serabi’s ROCE in the period amounted to 29.7% compared to a WACC of 12.7%; and

30% of the award was subject to Return on Sales (“ROS”) where ROS must exceed average annual budget by 10 per cent or more. Serabi’s ROS in the period was 30.66% compared to the annual budgets of 23.42%.

The Board assessed the level of performance compared with the targets for Total Shareholder Return, Return on Capital Employed and Return of Sales over the requisite three-year period and all targets were materially exceeded as set out above. Accordingly and in recognition of this outperformance, the Remuneration Committee exercised its authority to increase the number of shares vesting under the Scheme by 17.5% and in aggregate a total of 1,098,298 new ordinary shares were calculated as being due to vest to participants under the LTIP.

The Remuneration Committee further determined that the Company would deduct from respective participant’s entitlement that number of shares estimated to settle the applicable employee taxes due on behalf of each participant, with the Company settling in cash the required employee taxes. Accordingly, the net number of new ordinary shares to be issued by the Company in settlement of the 2023 Award amounts to 573,209 new ordinary shares (“Settlement Shares).

The Settlement Shares being issued to Directors under the 2023 Award are as follows:

The balance of the Settlement Shares were awarded to other former employees.

The Settlement Shares will rank pari passu in all respects with the existing Ordinary Shares of the Company and application will be made to the London Stock Exchange for admission to trading on AIM in respect of the 573,209 Settlement Shares which is expected to be effective on or around 19 May 2026.

On Admission of the Settlement Shares, the enlarged issued share capital will be 76,307,760 ordinary shares of 10p each.

The notification in the appendix, made in accordance with the requirements of the Market Abuse Regulations, provides further detail.

SERABI GOLD plc

Michael Hodgson t +44 (0)20 7246 6830

Chief Executive m +44 (0)7799 473621

Andrew Khov m +1 647 885 4874

VP Investor Relations & Business Development

e contact@serabigold.com

BEAUMONT CORNISH Limited

Nominated Adviser & Financial Adviser

Roland Cornish / Michael Cornish t +44 (0)20 7628 3396

PEEL HUNT LLP

Joint UK Broker

Ross Allister t +44 (0)20 7418 9000

TAMESIS PARTNERS LLP

Joint UK Broker

Charlie Bendon/ Richard Greenfield t +44 (0)20 3882 2868

CAMARCO

Financial PR - Europe

Georgia Edmonds / Fergus Young t +44 (0)20 3757 4980

Copies of this announcement are available from the Company's website at www.serabigold.com.

Notice

Appendix

The notification below, made in accordance with the requirements of the Market Abuse Regulations, provides further detail in respect of the transaction as described above.

1

Details of the person discharging managerial responsibilities / person closely associated

a)

Name

• Mike Hodgson
• Colm Howlin

2

Reason for notification

a)

Position / status

• Chief Executive Officer
• Finance Director

b)

Initial notification

/Amendment

Initial

3

a)

Name

Serabi Gold plc

b)

LEI

213800LTYC1HF9RTUE37

4

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary Shares of 10p each in Serabi Gold plc (“Ordinary Shares”)

ISIN GB00BG5NDX91

Nature of the transaction

Settlement of Conditional Share Awards

Price(s) and volumes(s)

Ordinary Shares issued:

d)

Aggregated information

n/a Single transaction

e)

Date of the transaction

f)

Place of the transaction

Outside a trading venue