Issue of New Ordinary Shares, Exercise of Warrants and Total Voting Rights

RNS Number: 7491R
ACG Metals Limited
04 February 2026

Issuances under the VCP

As indicated in the Company’s Regulatory News Service announcement dated 27 January 2026 (the “Previous Announcement”) a number of awards to the Company’s senior management team under its Value Creation Plan (“VCP”) were approved by its Remuneration Committee (“RemCo”) on 23 January 2027. These awards form part of the Company’s strategy to align the interests of its senior leadership with those of shareholders and incentivise exceptional long‑term performance.

In deciding to grant its approval, RemCo took into account a number of important factors, including the following:

The VCP and a separate Employee Incentive Plan (“EIP”) were approved by the Company’s board of directors at readmission of its shares to trading on the London Stock Exchange following completion of the acquisition of the Gediktepe mine in September 2024 and fully disclosed in the Prospectus published by the Company on 7 August 2024.
The Company’s share price increased from US$6 at the commencement of the first measurement period in respect of the VCP to US$15.06 at the end of this period.
As a result, the Company’s overall market capitalisation increased from US$104,939,478 to US$343,283,661 during the same period.

In particular, the following awards were approved in respect of the first measurement period under the VCP:

Mr. Artem Volynets (CEO) 756,246 shares
Mr. Patrick Henze (CFO) 604,997 options
Mr. Peter Carter (COO) 75,625 shares
Mr. Damien Coles (CLO) 75,625 options

In relation to these awards:

The Company intends to issue the first tranche of the class A ordinary shares awarded to Mr. Artem Volynets to ACG Advisory Limited (his personal services company) on 5 February 2026. The first tranche represents one third of the total number of shares awarded to Mr. Volynets under the VCP, meaning that 249,561 shares (the “VCP Shares”) are scheduled to be issued (from a total award of 756,246 shares).
The first tranches of the class A ordinary shares awarded to its Chief Operating Officer, Mr Peter Carter (or his personal services company): (i) under the VCP; and (ii) pursuant to a one-off performance award under the EIP; each as further detailed in the Previous Announcement, will (for administrative reasons) be issued at a later date and a further announcement in this regard will be made in due course. The first tranches represent one third of the total number of shares awarded to Mr. Carter under each of the VCP and EIP, meaning that 24,956 shares are scheduled to be issued under the VCP (from a total award of 75,625 shares) and 22,222 shares are scheduled to be issued under the EIP (from a total award of 66,666 shares).
The Company’s Chief Financial Officer, Mr. Patrick Henze, and Chief Legal Officer, Mr. Damien Coles, have elected to receive their VCP awards (of 604,997 and 75,625 shares respectively) in the form of options, which will be issued separately on or around the date hereof.

Exercise of Sponsor Warrants & Updated Warrant Position

Separately, the Company has received exercise notices in respect of 12,500 sponsor warrants and 29,530 public warrants, which will result in the issuance of 42,030 new class A ordinary shares (the “Warrant Shares”). The total number of warrants outstanding following this exercise will be 11,647,754, comprising 5,057,740 private placement warrants, 2,370,420 public warrants, and 4,219,594 sponsor warrants.

Admission to Trading & Total Voting Rights

Application has been made for the 249,561 VCP Shares and 42,030 Warrant Shares (together, the “New Ordinary Shares”) to be listed in the equity shares (transition) category of the Official List of the Financial Conduct Authority (the “FCA”) and admitted to trading on the main market for listed securities of the London Stock Exchange (together, “Admission”), which is expected to occur at or around 8.00 a.m. on 5 February 2026. The New Ordinary Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing class A ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Immediately following Admission, the Company’s issued share capital will total 23,079,351 class A ordinary shares. There are no ordinary shares held in treasury. Therefore, the Company confirms that the total number of voting rights in the Company will, following Admission, be 23,079,351 class A ordinary shares which is the figure that may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA’s Disclosure Guidance and Transparency Rules.