REG - Andrada Mining Ltd - Employee Incentive Scheme Update
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RNS Number : 1834V Andrada Mining Limited 03 March 2026
The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the market abuse regulations
(EU) no. 596/2014 (MAR) as in force in the United Kingdom pursuant to the
European Union (Withdrawal) Act 2018. Upon the publication of this
announcement via regulatory information service (RIS), this inside information
will be in the public domain.
Andrada Mining LimiteD
("Andrada" or the "Company")
Employee Incentive Scheme Update
Repricing of Existing Share Options
Issue of Equity
Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a critical metals producer
with an expanding portfolio of mining and exploration assets in Namibia,
announces that in line with its shareholder approved Remuneration Policy, it
has today issued 18 595 768 shares ("Bonus Shares") pursuant to the terms of
its Short-Term Incentive Plan, to the Executive Committee and senior managers
in lieu of cash bonuses for performance in the 2025 financial year ended 28
February 2025 ("FY2025"). The Company has also awarded nil cost share awards
over 54 854 811 Ordinary Shares of the Company to the Executive Committee,
senior managers and employees, subject to performance measures over the next
three years pursuant to its Long-Term Incentive Plan and Employee Share
Scheme.
The awards are structured to align management and employee interests with
shareholders, incentivise performance, retain key talent, and preserve cash
resources, while supporting the Company's long-term value creation strategy.
Finally, the Company has repriced all its historical employee share options to
an exercise price of 5p and has extended the expiry date of all its schemes to
28 February 2033.
SHORT-TERM INCENTIVE PLAN ("STIP")
The STIP performance awards are generally settled in arrears following the
completion of the applicable performance period. For FY2025, the Board of
Directors (the "Board") has approved the granting of 18 595 768 Ordinary
Shares to 28 participants, representing the full bonus payout based on an
overall performance score of 58% under the balanced scorecard framework. The
Company delivered strong operational performance with contained tin production
tonnage increasing by 4% to 921 tonnes and tin concentrate shipments up 11% to
59 (FY2024:53). Management completed value-accretive transactions including
the entry of SQM as a strategic partner in the Lithium Ridge project. Further
details on the performance can be read in the FY2025 annual report at:
https://andradamining.com/investors/corporate-publications/
(https://andradamining.com/investors/corporate-publications/)
In line with our policy, the Board Remuneration Committee maintained its
ability to exercise flexibility and discretion in determining executive
remuneration. To that effect, the Board has awarded the Chief Financial
Officer ("CFO") 3 514 041 shares including 2 000 000 discretionary shares
for his exceptional personal performance and that of the finance department.
The CFO has demonstrated strong financial stewardship in optimising the
Company's capital resources to advance strategic projects, while maintaining
appropriate liquidity to support ongoing operational activities during a
materially challenging operating environment characterised by sustained
weakness in tin prices. These discretionary shares are subject to a lock-in
period of 12 months for the initial 1 000 000 shares (50%) and 24 months for
the balance 50%. Therefore, the STIP remuneration for the Executive Directors,
amounts to £99 013 for the CEO and £62 900 for the CFO being 58% and 46% of
the base salary, respectively. The value of the additional discretional shares
to the CFO is £83 088 locked-in over 2 years. Therefore, the total value of
the Bonus Shares is £772 542 based on the 30 - day volume weighted average
share price ("VWAP") of 4.1544 pence as at 28 February 2026 and are not
subject to a holding period, with the exception for the value of the
discretionary shares to the CFO.
Number of STIP Shares Granted to PDMRs
Executive Director/ PDMR* Role Number of STIP Shares issued today Number of ATM Shares Currently held New holding (including the STIP Shares) Percentage Interest in the enlarged share capital of the Company (%)
Anthony Viljoen Chief Executive Officer (Executive Director) 2 383 325 17 677 222 20 060 547 1.02
Hiten Ooka Chief Financial Officer (Executive Director) 3 514 041 1 433 917 4 947 958 0.25
Christoffel Smith Chief Operating Officer 1 458 410 2 641 845 4 100 255 0.21
Frans Van Daalen Chief Strategy Officer 1 494 042 341 710 1 835 752 0.09
Total 8 849 818 22 094 694 30 944 512 1.58
LONG-TERM INCENTIVE PLAN and employee share scheme
Long-Term Incentive Plan ("LTIP")
The Board Remuneration Committee has approved the issue of nil cost share
awards ("LTIP Awards") over 41 258 963 Ordinary Shares to the Executive
Committee and management pursuant to the terms of its Long-Term Incentive
Plan. Additional share awards over 13 595 848 Ordinary Shares have been
issued to critical employees through the Employee Share Scheme. The LTIP is
designed to incentivise and reward individuals whose skills and extensive
experience facilitate the implementation of the Company's strategic
objectives. These awards link compensation to performance and shareholder
value creation, supporting retention of key leadership and strategic
continuity. Originally scheduled to be granted on 1 March 2025, the LTIP
Awards were deferred due to ongoing corporate actions and cashflow
considerations. The amount of LTIP Awards issued to each recipient is
determined by reference to a cash amount as a proportion of salary and is
priced at the 30 - day VWAP of 2.2431p as at 28 February 2025.
Except for the Executive Directors namely, the CEO and CFO, 70% of the LTIP
amount is performance-related based on Total Shareholder Return ("TSR") with
a threshold score of 15% and Return of Capital Employed ("ROCE") being a
score based on the combination of EBIT growth, revenue growth and gross profit
margin. The remaining 30% component of the LTIP is retention based for the
Chief Operations Officer ("COO"), Chief Strategy Officer ("CSO") and the
management team. Therefore, 13 680 060 LTIP Awards to the CEO and CFO,
collectively referred to as Executive Directors, are wholly performance based
and incur an additional two-year holding period beyond vesting. The rights
that are subject to the LTIP Awards will vest three years after the date of
grant (therefore being 1 March 2028) provided that the relevant recipient is
still an employee of the Company at the time and that there has been the
satisfaction of certain performance conditions related to TSR and ROCE are
satisfied. At the absolute discretion of the Company the LTIP Awards can be
satisfied in Ordinary Shares in Andrada or cash.
The options issued to the PDMR*s are as set out as follows:
Name Role Number of LTIP Awards Exercise price (but subject to performance conditions set out above)
Anthony Viljoen CEO & Executive Director 7 610 529 Nil
Hiten Ooka CFO & Executive Director 6 069 531 Nil
Chris Smith COO 4 552 148 Nil
Frans van Daalen CSO 5 057 942 Nil
TOTAL 23 290 150
*PDMR: Person Discharging Managerial Responsibilities
Employees Share Scheme ("ESS")
The Board has also approved the implementation of the ESS Awards for other
critical employees of the Company. The ESS Awards granted are based on the
same terms as the LTIP Awards and are therefore nil cost and subject to the
performance conditions set out above. The total Ordinary Shares which are the
subject of the ESS Scheme are 13 595 848. In establishing this scheme, the
Directors believe that the compensation package recognises the hard work and
contribution of dedicated employees while fostering a culture of ownership
within the Company. Equity participation enhances employee engagement,
motivation, as well as retention, ensuring that individuals remain committed
to driving the success of Andrada's operations and projects. Importantly, the
scheme enhances the achievement of the Company's strategic objectives by
retaining talent and incentivising employees to commit to its long-term
success.
Re-pricing of HISTORICAL options
The Board has also repriced 66 380 269, being 69% of the historical Share
Options over Ordinary Shares held by Directors and current employees. The
share options are held in two schemes being, 39 730 000 issued on 8 April
2022 and 26 650 269 issued on 11 May 2023. These Share Options were
originally issued at a higher exercise price which, due to sustained
challenging market conditions, has resulted in them being consistently above
the prevailing share price. Consequently, they no longer fulfil their original
purpose of providing a meaningful long-term incentive or supporting the
retention of key talent.
The Board recognises that equity-based incentives are fundamental to
attracting, retaining and motivating key talent whilst aligning their
interests with long-term shareholder value creation. To restore the
motivational effectiveness of these awards, the Company has reset the exercise
price to 5p. By re-establishing a credible and performance-linked equity
incentive structure, the Company aims to retain critical skills, strengthen
management continuity and support the delivery of its long-term strategic
objectives, in a manner that remains transparent. The amendments to the
options issued to Directors and PDMRs are as follows, the options vest
immediately and can be exercised at any time until 28 February 2033:
Executive Directors/PDMR Role Scheme Number of Options Held Original Exercise Price New Exercise Price Total Options Now Held (not including LTIP awards)
Anthony Viljoen CEO 2022 Option Scheme 3 000 000 9.8p 5p
1 500 000 10.3p 5p
1 500 000 10.8p 5p
2023 Option Scheme 937 163 7p 5p
937 163 8p 5p
937 163 9p 5p 8 811 489
Hiten Ooka CFO 2022 Option Scheme 2 400 000 9.8p 5p
1 200 000 10.3p 5p
1 200 000 10.8p 5p
2023 Scheme 702 872 7p 5p
702 872 8p 5p
702 872 9p 5p 6 908 616
Laurence Robb Non-Executive Director 2022 Option Scheme 1 200 000 9.8p 5p
600 000 10.3p 5p
600 000 10.8p 5p
2023 Option Scheme 281 149 7p 5p
281 149 8p 5p
281 149 9p 5p 3 243 447
Glen Parsons Non-Executive Direct 2022 Option Scheme 1 200 000 9.8p 5p
600 000 10.3p 5p
600 000 10.8p 5p
2023 Option Scheme 281 149 7p 5p
281 149 8p 5p
281 149 9p 5p 3 243 447
Chris Smith PDMR 2022 Option Scheme 1 890 000 9.8p 5p
945 000 10.3p 5p
945 000 10.8p 5p
2023 Option Scheme 702 872 7p 5p
702 872 8p 5p
702 872 9p 5p 5 888 616
Frans Van Daalen PDMR 2022 Option Scheme 2 400 000 9.8p 5p
1 200 000 10.3p 5p
1 200 000 10.8p 5p
2023 Option Scheme 702 872 7p 5p
702 872 8p 5p
702 872 9p 5p 6 908 616
In addition, options over 3 243 447 Ordinary Shares held by Terrence Goodlace
and options over 3 243 447 Ordinary Shares held by Michael Rawlinson (who
both stepped down as directors on 29 September 2025) have also been repriced
to 5p and extended to 28 February 2033.
FAIR AND REASONABLE ASSESSMENT
The changes to the remuneration structure of the directors (including those
who were directors within the last 12 months) of the Company set out above are
related party transactions pursuant to Rule 13 of the AIM Rules for Companies.
Gida Nakazibwe Sekandi who is the director independent of the remuneration
changes set out above consider that the terms of the STIP, LTIP and the
repricing of 69% of historical share options are fair and reasonable insofar
as the shareholders are concerned.
ADMISSION & TOTAL VOTING RIGHTS
Application has been made to admit the 18 595 768 Bonus Shares ranking pari
passu in all respects with the existing Ordinary Shares, to trading on AIM.
The Company expects admission to become effective and dealings to commence
at 8.00 a.m. on or around 9 March 2026 ("Admission"). In accordance with the
provisions of the Disclosure Guidance and Transparency Rules of the Financial
Conduct Authority, the Company confirms that upon Admission, its issued share
capital will include 18 595 768 Ordinary Shares. The total number of voting
rights in the Company will therefore be 1 972 577 300 following Admission.
All the Company's Ordinary Shares have equal voting rights, and none are held
in treasury.
This total voting rights figure may be used by shareholders as the denominator
for calculations to determine whether they are required to notify their
interests in, or a change to their interest in Andrada pursuant to (i) the
Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance
and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the
London Stock Exchange plc as amended from time to time. The notification of
dealing forms for the options can be found below. These notifications are made
in accordance with the requirements of the UK Market Abuse Regulation.
1 Details of the PDMR /person closely associated
a) Name Anthony Viljoen
2 Reason for the notification
a) Position/status Chief Executive Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification Ordinary share
code
GG00BD95V148
b) Nature of the transaction Issue of STIP bonus shares, LTIP Awards & Repriced Historical Options
c) Price(s) and volume(s) Price(s) pence Volume(s)
4.1544 - Bonus Shares 2 383 325
2.2431p - LTIP Awards 7 610 529
5p - Repriced Historical Options 8 811 489
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 3 March 2026
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
3 March 2026
f)
Place of the transaction
XLON, AIM
1 Details of the PDMR /person closely associated
a) Name Hiten Ooka
2 Reason for the notification
a) Position/status Chief Financial Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification Ordinary share
code
GG00BD95V148
b) Nature of the transaction Issue of STIP bonus shares, LTIP Awards & Repriced Historical Options
c) Price(s) and volume(s) Price(s) pence Volume(s)
4.1544p - Bonus Shares 3 514 041
2.2431p - LTIP Awards 6 069 531
5p - Repriced Historical Options 6 908 616
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 3 March 2026
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
3 March 2026
f)
Place of the transaction
XLON, AIM
1 Details of the PDMR /person closely associated
a) Name Chris Smith
2 Reason for the notification
a) Position/status Chief Operational Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification Ordinary share
code
GG00BD95V148
b) Nature of the transaction Issue of STIP bonus shares, LTIP Awards & Repriced Historical Options
c) Price(s) and volume(s) Price(s) pence Volume(s)
4.1544p - Bonus Shares 1 458 410
2.2431 p- LTIP Awards 4 552 148
5p - Repriced Historical Options 5 888 616
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 3 March 2026
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
3 March 2026
f)
Place of the transaction
XLON, AIM
1 Details of the PDMR/person closely associated
a) Name Frans van Daalen
2 Reason for the notification
a) Position/status Chief Strategy Officer
b) Initial notification/ Amendment Initial notification
3 Details of the issuer, emission allowance market participant, auction
platform, auctioneer, or auction monitor
a) Name Andrada Mining plc
b) LEI 213800FKOXWBL6JBVH90
4 Details of the transaction(s): section to be repeated for (i) each type of
instrument; (ii) each type of transaction; (iii) each date; and (iv) each
place where transactions have been conducted
a) Description of the financial instrument, type of instrument Identification Ordinary share
code
GG00BD95V148
b) Nature of the transaction Issue of STIP bonus shares, LTIP Awards & Repriced Historical Options
c) Price(s) and volume(s) Price(s) pence Volume(s)
4.1544p - Bonus Shares 1494 042
2.2431 p- LTIP Awards 5 057 942
5p- Repriced Historical Options 6 908 616
d) Aggregated information
- Aggregated volume n/a
- Price
e) Date of the transaction 3 March 2026
f) Place of the transaction XLON, AIM
d)
Aggregated information
- Aggregated volume
- Price
n/a
e)
Date of the transaction
3 March 2026
f)
Place of the transaction
XLON, AIM
CONTACTS +27 (11) 268 6555
Andrada Mining Limited
Anthony Viljoen, CEO
Sakhile Ndlovu, Head of Investor Relations
NOMINATED ADVISOR & BROKER
Zeus Capital +44 (0) 20 2382 9500
Katy Mitchell
Andrew de Andrade
Harry Ansell
CORPORATE BROKER & ADVISOR
H&P Advisory Limited +44 (0) 20 7907 8500
Andrew Chubb
Jay Ashfield
Matthew Hasson
Berenberg +44 (0) 20 3753 3040
Jennifer Lee
FINANCIAL PUBLIC RELATIONS
Tavistock +44 (0) 207 920 3150
Emily Moss
andrada@tavistock.co.uk
Josephine Clerkin
About Andrada
Andrada Mining Limited, listed on the London Stock Exchange's AIM market,
holds exploration, development, and early stage producing assets in Namibia, a
premier investment destination in Africa. The Company's strategy focuses on
unlocking Namibia's abundant mineral resources via best-in-class strategic
partnerships across its resource base, enhancing the country's reputation as a
leading global hub for African critical mineral investment. Andrada is
actively scaling up tin production alongside lithium and tantalum, steadily
broadening its operational footprint and output. The Company aims to supply
critical raw materials from its extensive resource portfolio to support a
sustainable future, improve quality of life, and uplift communities near its
operations. These critical metals play a crucial role in the green energy
transition, serving as essential components for electric vehicles, solar
panels, and wind turbines.
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