REG - ACG Metals Ltd. - ACG VCP-EIP Issuance

ACG MetalsAnnouncement

27/01/2026 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20260127:nRSa4524Qa&default-theme=true

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 LLC(1 (#_bookmark0) )  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- (mailto:acg@palatine-media.com) media.com
(mailto: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
(http://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:                                                                                Price  Volume     Total

                                                                                                       0.00   252082.00  0.00
                                                                                                       Aggregated  0.00   252082.00  0.00

 vesting of certain shares from VCP award granted pursuant to the Company's
 
 value creation plan

 

 

 

 

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:                                                                                       Price  Volume    Total

                                                                                                                  0.00   25208.00  0.00
                                                                                                              Aggregated  0.00   25208.00  0.00

 vesting of certain options over shares from VCP award granted pursuant to the
 Company's value creation plan

 

 

 

 

 

 

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:                                                                                Price  Volume    Total

                                                                                                           0.00   25208.00  0.00
                                                                                                       Aggregated  0.00   25208.00  0.00

 vesting of certain shares from VCP award granted pursuant to the Company's
 value creation plan

 

 

 

 

 

 

 

 

 

 

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:                                                                                Price  Volume    Total

                                                                                                       0.00   22222.00  0.00
                                                                                                       Aggregated  0.00   22222.00  0.00

 vesting of certain shares from EIP award granted pursuant to the Company's
 
 employee incentive plan

 

 

 

 

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://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 (https://www.lseg.com/privacy-and-cookie-policy)
.   END  DSHFDLBLQFLXBBV



            Copyright 2019 Regulatory News Service, all rights reserved