REG - Corcel PLC - Founder Share Plan and Notice of General Meeting

CorcelAnnouncement

31/10/2025 14:00

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RNS Number : 7451F  Corcel PLC  31 October 2025

The information contained within this announcement is deemed to constitute
inside information as stipulated under the Market Abuse Regulation (EU) No.
596/2014, which is part of UK law by virtue of the European Union (withdrawal)
Act 2018. Upon the publication of this announcement, this inside information
is now considered to be in the public domain.

 

Corcel PLC

("Corcel" or the "Company")

 

ADOPTION OF FOUNDER SHARE PLAN

ADOPTION OF SHARE OPTION PLAN

DIRECTORS DEALINGS

NOTICE OF GENERAL MEETING

AND TVR

 

31 October 2025

 

Corcel plc, (LONDON AIM: CRCL), the Angola-Brazil-focused energy company,
announces that it has adopted and made awards under the Founder Share Plan
("FSP") and the Share Option Plan ("SOP"). The adoption of the FSP is subject
to the ratification of shareholders to be sought by way of ordinary resolution
at a General Meeting ("GM") of the Company to be held at 111 Park Street,
London W1K 7JF at 15:00 on Tuesday, 18 November 2025, notice of which will be
mailed to shareholders today. If the resolution is not passed, the FSP will
lapse, and the awards made will have no effect.

 

Background and Rationale

The Company has adopted the FSP and the SOP to provide a framework to support
the Company's recruitment, retention and incentivisation of highly qualified
Directors, senior management and staff.

 

Subject to shareholder ratification of the FSP, the Company has made awards
under the FSP to its two Executive Directors, Scott Gilbert and Geraldine
Geraldo. The Company considers that the FSP provides a compelling structure to
retain and incentivise the Executive Directors to deliver strong and sustained
performance, material share price growth and substantial shareholder value
over the long term.

 

The Company has adopted the SOP and made share option awards with a market
value exercise price to its Executive Directors and other senior employees.
Options with the same terms have been made to the Company's Non-Executive
Chairman and Non-Executive Directors as detailed below.  These awards have
been made to support retention, incentivisation and alignment with
shareholders over the long term.

 

In designing both the FSP and the SOP, the Company has taken independent
advice from H2G Remuneration Advisory LLP, which benchmarked the plans against
market comparators within the AIM energy and natural resources sector. The
resulting structures are considered to be in line with prevailing market
practice, in particular by ensuring that rewards are directly linked to value
creation for all shareholders. The Company has also consulted with certain
major shareholders in respect of both the FSP and the SOP.  This exercise
provided valuable feedback which has been taken on board in finalising the
terms of the FSP and the SOP.

 

The Company is also considering the establishment of an employee benefit
trust, in due course, whereby shares may be purchased in the market to support
options granted under the FSP and SOP, in order to limit shareholder dilution.

 

Pradeep Kabra, Corcel's Independent Non-Executive Chair, commented: "These new
incentive plans are designed to align our leadership team's interests directly
with those of our shareholders. The Board believes these arrangements,
developed with independent expert advice and reflecting feedback from major
shareholders, provide an appropriate and competitive framework to retain and
motivate our key executives as we pursue our growth objectives."

 

Key terms of the 2025 Founder Share Plan

The FSP is a value creation plan based on delivering increased equity value
over next three years above a share price of 0.34p per Corcel share (the "Base
Price"), the price at which the Company last raised equity capital in July
2025 and yesterday's closing mid-market price. The FSP is intended to provide
the potential for participants to be meaningfully rewarded for generating
material shareholder value above the Base Price with the main parameters being
that the rewards will amount to 10% of shareholder value created (increases
share price together with any dividends and other distributions) over the next
three years above a compounded annual return of 15%.

The FSP will be performance tested and awards will vest based on the average
share price over the final 20 dealing days of the three-year performance
period, which commenced on the date the awards were made (the "End Share
Price").

Awards have been granted as units equally (50:50) to the Company's Executive
Directors, Scott Gilbert and Geraldine Gerado. The value of the awards at the
end of the three-year performance period will be delivered to the Executive
Directors by the grant of nominal cost share options which will be exercisable
up to 5 years from the adoption of the FSP.

The FSP is subject to an overall cap that the number of options issuable
pursuant to the FSP will not exceed 8% of the shares in issue at the date of
grant of the share options. The options will be subject to malus and clawback
provisions.

The adoption of the FSP is a Related Party Transaction under the AIM Rules.
The Independent Directors, being all the directors with the exception of Scott
Gilbert and Geraldine Geraldo, consider, having consulted with the Company's
nominated adviser, Zeus Capital, that the terms of the transaction are fair
and reasonable insofar as the shareholders of the Company are concerned.

Key terms of the 2025 Share Option Plan

The SOP is a conventional share option plan under which options with a market
value exercise price may be granted from time to time to participants.

 

A total of 494.7 million Options have been granted under the SOP with an
exercise price of 0.34p, of which 133.2 million have been granted to each of
the two Executive Directors as detailed in the table below, with the balance
of 228.3 million being issued to other senior staff. In addition, 60.9 million
options have been granted outside the SOP, with an exercise price of 0.34p and
on similar terms, to the Non-Executive Chairman and Non-Executive Directors as
set out in the table below.

 

 Name of Grantee    Title                                  Number of awards  % of current issued share capital*
 Scott Gilbert      Chief Executive Officer                133.2m            1.75%
 Geraldine Geraldo  Chief Commercial and Strategy Officer  133.2m            1.75%
 Pradeep Kabra      Non-Executive Chairman                 38.1m             0.5%
 Andrew Fairclough  Non-Executive Director                 22.8m             0.3%
 Yan Zhao           Non-Executive Director                 22.8m             0.3%

* % of issued share capital prior to issue of Bonus Shares awards:
7,630,333,138

The SOP contains a limit preventing the dilution arising from awards under the
SOP or any other employee share plan (excluding the FSP) exceeding 10% of the
shares in issue over a ten-year period. Awards are subject to malus and
clawback provisions. Options granted have a 3-year vesting period and lapse
six years from the date of award.

 

All existing options held by the Executive Directors and Company Chairman will
be surrendered and cancelled.

 

Bonus Shares Awards

 

In order to recognise the outstanding operational progress made over the last
twelve months, the Company has awarded bonuses to each of the Executive
Directors.  To reflect the desire to conserve the Company's cash resources,
the bonuses are to be paid by the issue of 28,000,000 new ordinary shares in
the Company (the "Bonus Shares"). Accordingly, the Executive Directors of the
Company, will each be issued 14,000,000 new ordinary shares under this
award.

 

Following the issue of the Options under the SOP and the Bonus Shares,
together with the cancelling of the previous options, the Directors' interests
in the ordinary shares of the Company are as follows:

 

 Directors          Total Shares  % of ISC held in Ordinary shares  Options      Warrants
 Scott Gilbert      100,307,770   1.31%                             133,200,000  3,000,000
 Geraldine Geraldo  139,498,529   1.82%                             133,200,000  42,975,000

 Pradeep Kabra      32,934,115    0.43%                             38,100,000   Nil
 Andrew Fairclough  17,972,625    0.23%                             22,800,000   Nil
 Yan Zhao           46,220,353    0.60%                             22,800,000   3,000,000

 

In addition, Executive Directors may be issued with nominal cost options under
the FSP as described above. Any award made will be announced to the Market at
the time of grant.

 

Notice of GM

Copies of the notice of GM and proxy form will shortly be available to view on
the Company's website, at www.corcelplc.com (http://www.corcelplc.com) .

 

Total Voting Rights

 

Application will be made for the 28,000,000 Bonus Shares to be admitted
('"Admission") to trading on AIM and it is expected that Admission will occur
on or around 6 November 2025.

 

Following Admission, the Company's issued share capital comprises of
7,658,333,138 Ordinary shares with one voting right per share. The number will
represent the total voting rights in the Company and may be used by
shareholders as the denominator for the calculation by which they can
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the Financial Conduct Authority's
Disclosure and Transparency Rules.

 

Enquiries:

 

For further information, please contact:

 

Scott
Gilbert

Corcel Plc, CEO & Director

Development@Corcelplc.com (mailto:Development@Corcelplc.com)
 

 

James Joyce / James Bavister / Andrew de Andrade

Zeus, NOMAD & Broker

020 3829 5000

 
 

Jonathan Wright / Rupert Holdsworth
Hunt

Auctus Advisors LLP, Joint Broker

07711 627449

 

Patrick
d'Ancona

Vigo Consulting Limited, IR

0207 3900
230

 

About Corcel:

 

Corcel has a notable oil and gas portfolio in onshore Angola that includes
brownfield redevelopment opportunities and significant exploration upside.
Corcel marked a new country entry into Brazil through the option to acquire
rights to producing gas and exploration assets, further diversifying its
portfolio and enhancing its growth potential.

 

Corcel's Angola portfolio consists of interests in three licenses:

 

· KON - 16 upon completion: operated - 80% working interest - 71.5% net to
CRCL

· KON - 11 Non-Operated - 20% working interest - 18% net to CRCL

· KON - 12 Non-Operated - 25% working interest - 22.5% net to CRCL

 

Corcel's Brazil portfolio consists of the option to acquire:

 

· 20% interest in the IRAI gas field

· Right-of-first refusal ("ROFR") over the remaining 80% in the IRAI field

· ROFR for 100% of the adjacent TUC-T-172 exploration block, located in the
state of Bahia, onshore Brazil

 

Corcel's Battery Metals portfolio consists of an 80% working interest in the
Mt Weld Rare Earth Elements project in Western Australia.

 

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING
MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                              1.   Scott Gilbert

                                                                                       2.   Geraldine Geraldo

                                                                                       3.   Pradeep Kabra

                                                                                       4.   Andrew Fairclough

                                                                                       5.   Yan Zhao

 2                                   Reason for the notification
 a)                                  Position/status                                   1.   Chief Executive Officer

                                                                                       2.   Executive Director

                                                                                       3.   Chairman

                                                                                       4.   Non-Executive Director

                                                                                       5.   Non-Executive Director

 b)                                  Initial notification/Amendment                    Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                            Corcel plc
 b)  LEI                                                             2138009ECXQQ3EGKVY57
 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     Ordinary shares of £0.0001 each
     Identification code                                             GB00BKM69866
 b)  Nature of the transaction                                       Award of options
 c)  Price(s) and volumes(s)                                         Price(s)                               Volume(s)
                                     1.   £0.0034

                                     2.   £0.0034                                      1.   133,200,000

                                     3.   £0.0034                                      2.   133,200,000

                                     4.   £0.0034                                      3.   38,100,000

                                     5.   £0.0034                                      4.   22,800,000

                                                                                       5.   22,800,000

 d)  Aggregated information
     Aggregated volume                                               N/A
     Price                                                           N/A
 e)  Date of the transaction                                         30 October 2025
 f)  Place of the transaction                                        Outside of a trading venue

 

 

 

 1                                   Details of the person discharging managerial responsibilities / person closely
                                     associated
 a)                                  Name                                              1.   Scott Gilbert

                                                                                       2.   Geraldine Geraldo

 2                                   Reason for the notification
 a)                                  Position/status                                   1.   Chief Executive Officer

                                                                                       2.   Executive Director
 b)                                  Initial notification/Amendment                    Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                            Corcel plc
 b)  LEI                                                             2138009ECXQQ3EGKVY57
 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     Ordinary shares of £0.0001 each
     Identification code                                             GB00BKM69866
 b)  Nature of the transaction                                       Issue of Shares
 c)  Price(s) and volumes(s)                                         Price(s)                              Volume(s)
                                     1.   £0.0034

                                     2.   £0.0034                                      1.   14,000,000

                                                                                       2.   14,000,000

 d)  Aggregated information
     Aggregated volume                                               N/A
     Price                                                           N/A
 e)  Date of the transaction                                         30 October 2025
 f)  Place of the transaction                                        AIM, London

 

 

 

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