RNS Number : 4524Q
ACG Metals Limited
27 January 2026
27 January 2026
ACG METALS LIMITED
("ACG" or the "Company")
Awards under Value Creation and Employee Incentive Plans
ACG Metals Limited announces that its Remuneration Committee ("RemCo") approved the issuance and/or vesting of certain awards under its value creation plan ("VCP") and employee incentive plan ("EIP") on 23 January 2026. The VCP and EIP were established on the readmission of the Company's shares to trading on the London Stock Exchange ("Readmission") following completion of the acquisition of the Gediktepe mine in September 2024 and are designed to incentivise the Company's management team and other senior employees to deliver exceptional returns for shareholders.
In deciding to grant its approval, RemCo took into account a number of important factors, including the following:
· The VCP and EIP were approved by the Company's board of directors at Readmission and fully disclosed in the Prospectus published by the Company on 7 August 2024 (the "Prospectus").
· 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.
Amendments to certain terms of the VCP and EIP
Prior to granting this approval, RemCo approved certain adjustments to the measurement periods for the VCP and vesting dates for the EIP Awards (as defined below) to align them with the Company's financial year. In consequence:
· The first measurement date in respect of the VCP has been brought forward from 16 October 2026 to 31 December 2025, with subsequent measurement dates now scheduled to fall on 31 December 2026 (the "Second Measurement Date"), 31 December 2027 (the "Third Measurement Date") and 31 December 2028 (the "Fourth Measurement Date").
· The first vesting date in respect of the EIP Awards has been postponed from 16 October 2025 to 31 December 2025, with subsequent vesting dates now scheduled to fall on 31 December 2026 and 31 December 2027.
All other terms of the VCP and EIP (as further detailed in the Prospectus) remain unchanged.
Awards under the VCP and EIP
Pursuant to the VCP, the recipients may elect to receive these awards either in class A ordinary shares in the Company ("Shares") or options over Shares ("Options"). The following awards ("Initial VCP Awards") have been 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
Only one third of the Initial VCP Awards will vest immediately, with the remainder vesting (along with any future VCP awards (together with the Initial VCP Awards, the "VCP Awards") over a four-year period as follows:
· 50% of the unvested VCP Awards are scheduled to vest on the Second Measurement Date.
· 50% of the unvested VCP Awards are scheduled to vest on the Third Measurement Date.
· The remaining unvested VCP Awards are scheduled to vest on the Fourth Measurement Date.
Vesting of all unvested VCP Awards is subject to malusand clawback.
RemCo also approved the issuance of an aggregate of 12,665 Shares to other key employees under the EIP and in accordance with the terms of their employment contracts. Once again, recipients may elect to receive these awards in either Shares or Options.
Vesting of Shares and Options
In addition, RemCo approved the vesting of the first tranches of Shares or Options previously issued pursuant to one-off performance awards (the "EIP Awards") under the EIP, which are scheduled to vest in equal portions over a three-year period.
Name
Total Number of Shares or Options Granted
Date of Grant
Number of Shares or Options to Vest on First Vesting Date
Mr. Peter Carter
66,666 Shares
16 July 2025
22,222 Shares
Mr. Damien Coles
58,332 Options
19 December 2024
19,444 Options
Impact Investments LLC1
216,592 Options
13 February 2025
72,197 Options
Following the Initial VCP Awards and vesting of the first tranches of Shares under the EIP Awards, the interests of the directors in the share capital of the Company will remain unchanged, save that the number of Shares held by Mr. Artem Volynets (through his personal services company, ACG Advisory Limited) will (assuming all Initial ACP Award Shares vest) increase to 1,307,567.
Application will be made for the new Shares to be listed on the equity shares (transition category) of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange and a further announcement confirming such admission will be made in due course.
1 Note: Michael Pompeo is the executive chairman of Investments LLC.
- ENDS -
Inside information
The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.
The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.
For further information please contact:
Palatine
Communications Advisor
Conal Walsh / James Gilheany/ Kelsey Traynor/ Joshua Wolff
acg@palatine-media.com
Berenberg
Research Analysts
Richard Hatch
+44 (0) 20 3753 3070
Joint Broker
Jennifer Lee
+44 (0) 20 3207 7800
Canaccord
Research Analysts
Tim Huff
+44 (0) 20 7523 8374
Joint Broker
James Asensio / Charlie Hammond
+ 44 (0) 20 7523 80
Stifel
Joint Broker
Ashton Clanfield / Varun Talwar
+44 (0) 20 7710 7600
Cantor Fitzgerald
Research Analysts
Puneet Singh
+1 (416) 350-8153
About the Company
ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.
In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe sold 57koz of AuEq in 2024.
ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.
LON: ACG | OTCQX: ACGAF | LON:ACGW | Xetra: ACG | Bond ISIN: NO0013414565
For more information about ACG, please visit: www.acgmetals.com
A copy of the FCA notification form in respect of the issuance and/or vesting of the awards to each PDMR and PCA as required under the EU Market Abuse Regulation and in the prescribed format, is set out below. Notification of a Transaction pursuant to Article 19(3) of the EU Market Abuse Regulation No 596/2014.
PDMR Notification reference 00473362
Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.
Is this a PDMR or PCA Submission Submission for PDMR
Name of natural person Artem Volynets
Legal person
For persons discharging managerial responsibilities:
- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.
For persons closely associated with:
- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
- Name and position of the relevant person discharging managerial responsibilities
Position/status CEO
Initial notification/amendment Initial Notification
Full name of the entity ACG Metals Limited
Legal Entity Identifier code 549300NXL2KSHKJXTU29
In accordance with ISO 17442 LEI code.
Date Of Transaction
Description of Instrument
Description of Other Instrument
Identification Code
Place Of Transaction
Currency
2026-01-23
Share
VGG0056A1030
Outside a trading venue
GBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation plan
Price
Volume
Total
0.00
252082.00
0.00
Aggregated
0.00
252082.00
0.00
PDMR Notification reference 00473365
Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.
Is this a PDMR or PCA Submission Submission for PDMR
Name of natural person Patrick Henze
Legal person
For persons discharging managerial responsibilities:
- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.
For persons closely associated with:
- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
- Name and position of the relevant person discharging managerial responsibilities
Position/status CFO
Initial notification/amendment Initial Notification
Full name of the entity ACG Metals Limited
Legal Entity Identifier code 549300NXL2KSHKJXTU29
In accordance with ISO 17442 LEI code.
Date Of Transaction
Description of Instrument
Description of Other Instrument
Identification Code
Place Of Transaction
Currency
2026-01-23
Other
Options of Class A ordinary shares
VGG0056A1030
outside a trading venue
GBP - British Pound
Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation plan
PDMR Notification reference 00473366
Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.
Is this a PDMR or PCA Submission Submission for PDMR
Name of natural person Damien Coles
Legal person
For persons discharging managerial responsibilities:
- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.
For persons closely associated with:
- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
- Name and position of the relevant person discharging managerial responsibilities
Position/status Chief Legal Officer
Initial notification/amendment Amendment to prior notifications
Previous notification reference number 00473364
Explain the error that this notification is amending Amendment to volume figure.
Full name of the entity ACG Metals Limited
Legal Entity Identifier code
In accordance with ISO 17442 LEI code.
Date Of Transaction
Description of Instrument
Description of Other Instrument
Identification Code
Place Of Transaction
Currency
2026-01-23
Other
Options over Class A ordinary shares
VGG0056A1030
outside a venue
GBP - British Pound
Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation plan
Price
Volume
Total
0.00
25208.00
0.00
Aggregated
0.00
25208.00
0.00
PDMR Notification reference 00473367
Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.
Is this a PDMR or PCA Submission Submission for PDMR
Name of natural person Peter Carter
Legal person
For persons discharging managerial responsibilities:
- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.
For persons closely associated with:
- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
- Name and position of the relevant person discharging managerial responsibilities
Position/status COO
Initial notification/amendment Amendment to prior notifications
Previous notification reference number 00473363
Explain the error that this notification is amending Amendment to volume figure.
Full name of the entity ACG Metals Limited
Legal Entity Identifier code 549300NXL2KSHKJXTU29
In accordance with ISO 17442 LEI code.
Date Of Transaction
Description of Instrument
Description of Other Instrument
Identification Code
Place Of Transaction
Currency
2026-01-23
Share
VGG0056A1030
outside a venue
GBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation plan
Price
Volume
Total
0.00
25208.00
0.00
Aggregated
0.00
25208.00
0.00
PDMR Notification reference 00473368
Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.
Is this a PDMR or PCA Submission Submission for PDMR
Name of natural person Peter Carter
Legal person
For persons discharging managerial responsibilities:
- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.
For persons closely associated with:
- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;
- Name and position of the relevant person discharging managerial responsibilities
Position/status COO
Initial notification/amendment Initial Notification
Full name of the entity ACG Metals Limited
Legal Entity Identifier code 549300NXL2KSHKJXTU29
In accordance with ISO 17442 LEI code.
Date Of Transaction
Description of Instrument
Description of Other Instrument
Identification Code
Place Of Transaction
Currency
2026-01-23
Share
VGG0056A1030
outside a trading venue
GBP - British Pound
Nature Of Transaction: vesting of certain shares from EIP award granted pursuant to the Company's employee incentive plan
Price
Volume
Total
0.00
22222.00
0.00
Aggregated
0.00
22222.00
0.00
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
END
DSHFDLBLQFLXBBV
