REG - ACG Metals Ltd. - Exercise of Warrants and Total Voting Rights

ACG MetalsAnnouncement

04/02/2026 15:00

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RNS Number : 7491R  ACG Metals Limited  04 February 2026

4 February 2026

ACG METALS LIMITED

("ACG" or the "Company")

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

 

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.

Admission Details

 Issuer                                        ACG Metals Limited
 LEI                                           549300NXL2KSHKJXTU29
 Regulated Market                              Main Market (London Stock Exchange)
 Security Type                                 Ordinary Shares (No Par Value)
 ISIN                                          VGG0056A1030

                                               ACG CLS A ORD NPV (DI)
 Number of New Ordinary Shares to be Admitted  291,591
 Total shares in issue following Admission     23,079,351
 Expected Admission date                       5 February 2026

 

- ENDS -

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: (http://www.acgmetals.com/)
www.acgmetals.com (http://www.acgmetals.com/) (http://www.acgmetals.com/)

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