REG - Kefi Gold and Copper - Award of Options and Issue of Equity

KEFI Gold and CopperAnnouncement

05/05/2026 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:20260505:nRSE9098Ca&default-theme=true

RNS Number : 9098C  Kefi Gold and Copper PLC  05 May 2026

5 May 2026

 

KEFI Gold and Copper plc

 

("KEFI" or the "Company")

 

Award of Options

 

Issue of Equity

 

KEFI Gold and Copper plc (AIM: KEFI), the gold and copper exploration and
development company with projects in the Federal Democratic Republic of
Ethiopia and the Kingdom of Saudi Arabia, announces the award of options under
the Company's Share Option Scheme (the "Scheme") to the Company's senior
leadership team, including the Executive Directors and other Persons
Discharging Managerial Responsibility ("PDMRs"). In addition, equity is
conditionally being issued to Jeff Rayner, Head of Exploration, and to a
service provider to the Company.

 

Issue of Options

 

The Scheme was implemented in March 2014 and all options previously issued to
Directors, PDMRs and employees have lapsed. At the Company's 2025 Annual
General Meeting shareholder approval was given for the issue of options over
KEFI ordinary shares of 0.1p each ("Ordinary Shares") up to an aggregate
amount of 928,257,000 Ordinary Shares, being approximately 10% of the
Company's then issued share capital. The Company's Remuneration Committee
considered it appropriate to wait until the assembly of the project financing
package for the Company's Tulu Kapi Gold Project and its full launch before
granting options, in order to set what it believed would be a more appropriate
exercise price than the prevailing 0.555p share price at the time of the 2025
AGM. The purpose of the Scheme is to align the interests of the Company's
senior leadership team with the objective of maximising shareholder value, and
to ensure that the structure of their overall remuneration packages supports
the delivery of this objective.

 

The options granted ("Options") will ordinarily vest in three equal annual
instalments on 31 December 2027, 31 December 2028 and 31 December 2029 and
expire on 31 December 2030. The Options have an exercise price of 2 pence per
ordinary share, representing a 48.15% premium to the closing market price on 1
May 2026 of 1.35 pence, and a 67% premium to the price of the equity fundraise
announced on 19 March 2026.

 

The following PDMRs have received Option awards under the Scheme. It is noted
that Jeff Rayner, who led KEFI from 2006 to 2014 when its initial discoveries
were made, has rejoined the Company as Head of Exploration.

 

 PDMR                      Title                    Number of Options to be issued to the person or his service company
 Harry Anagnostaras-Adams  Executive Chairman       232,064,250
 John Leach                Finance Director         139,238,550
 Eddy Solbrandt            Chief Operating Officer  139,238,550
 Jeff Rayner               Head of Exploration      139,238,550

 

The 649,779,900 Options granted represent approximately 4.74% of the Company's
current issued share capital. A further 278,477,100 Options remain to be
granted and it is the intention of the Company's Remuneration Committee that
they be utilised to incentivise new recruits to the Company and other members
of the Company's management team in due course, as appropriate.

 

Issue of Equity

 

As part of the remuneration package agreed with Jeff Rayner, the Company's
recently appointed Head of Exploration, Mr Rayner is being issued with
22,222,222 Ordinary Shares at 1.35 pence per Ordinary Share ("Remuneration
Shares").  Mr Rayner is prohibited from selling any of the Remuneration
Shares for at least twelve months from Admission. Further details are
contained in the disclosure table below.

 

A further 22,222,222 Ordinary Shares are being issued to a service provider to
the Company at 1.35 pence per Ordinary Share to discharge a contractual
liability ("Fee Shares"). The Fee Shares are subject to a selling restriction
whereby half of the Fee Shares are released from a prohibition on selling six
months from Admission and the remaining half may be sold after twelve months
from Admission.

 

Following the grant of Options and issue of Remuneration Shares and Fee
Shares, the interests of the PDMRs in Ordinary Shares are:

 

 PDMR                       Total direct shareholding in the Company  Number of Options  Total potential percentage shareholding of the person and his service company,
                                                                                         on exercise of the Options
 Harry Anagnostaras-Adams*  114,493,216                               232,064,250        2.48%
 John Leach                 107,432,668                               139,238,550        1.77%
 Eddy Solbrandt             56,788,636                                139,238,550        1.41%
 Jeff Rayner                34,802,222                                139,238,550        1.25%

 

*Semarang Enterprises Ltd (a company of which Harry Anagnostaras-Adams is the
sole director and sole shareholder) holds 121,394,061 Ordinary Shares and the
Adams Superannuation Fund holds 5,416,915 Ordinary Shares in KEFI - a total of
126,810,976 Ordinary Shares. Of the Semarang Enterprises Ltd holding shares of
12,317,760 are held for the beneficial interest of another party.

 

Further details on the Options granted to PDMRs are contained in the
disclosure tables below.

 

Admission and Total Voting Rights

 

An application will be made for the 44,444,444 Remuneration Shares and Fee
Shares, to be admitted to trading on AIM ("Admission").  It is expected that
Admission will become effective on or around 8.00 a.m. on 11 May 2026.

 

Following Admission, the total issued share capital of the Company will
consist of 13,759,618,660 Ordinary Shares each with voting rights. The Company
does not hold any Ordinary Shares in treasury. Therefore, the total number of
voting rights in the Company will be 13,759,618,660 and this figure may be
used by shareholders as the denominator for the calculations by which they
will determine if they are required to notify their interest in, or a change
in their interest in, the share capital of the Company under the FCA's
Disclosure Guidance and Transparency Rules.

 

Enquiries

 

 KEFI Gold and Copper plc
 Harry Anagnostaras-Adams (Executive Chairman)       Tel: +357 2225 6161
 John Leach (Finance Director)
 SP Angel Corporate Finance LLP (Nominated Adviser)  Tel: +44 20 3470 0470
 Caroline Rowe / Adam Cowl

 Tavira Financial Limited (Broker)

                                                     Tel: +44 20 7100 5100
 Oliver Stansfield / Jonathan Evans
 IFC Advisory Ltd (Financial PR and IR)              Tel: +44 20 3934 6632
 Tim Metcalfe / Florence Staton

Further information can be viewed at https://www.kefi-goldandcopper.com
(https://www.kefi-goldandcopper.com/)

 

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)  Names                                                        1)    Harry Anagnostaras-Adams

                                                                  2)    John Leach

                                                                  3)    Eddy Solbrandt

                                                                  4)    Jeff Rayner
 2   Reason for the notification
 a)  Position/status                                              1)    Executive Chairman

                                                                  2)    Finance Director

                                                                  3)    Chief Operating Officer

                                                                  4)    Head of Exploration
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         KEFI Gold and Copper Plc
 b)  LEI                                                          213800OO6ETVDGE3QY15
 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 code                                          In each case the grant of options over Ordinary Shares

                                                                  GB00BD8GP619
 b)  Nature of the transaction                                    Grant of Options over new Ordinary Shares each with an exercise price of 2
                                                                  pence per new Ordinary Share
 c)  Price(s) and volume(s)

                                                                  Options over Ordinary Shares exercisable at 2p per Ordinary share

Harry Anagnostaras-Adams  232,064,250
                                                                  John Leach                139,238,550
                                                                  Eddy Solbrandt            139,238,550
                                                                  Jeff Rayner               139,238,550
 d)  Aggregated information

     -  Aggregated volume                                         n/a

     -  Price
 e)  Date of the transaction                                      5 May 2026
 f)  Place of the transaction                                     Off Market

d)

Aggregated information

-  Aggregated volume

-  Price

 

n/a

 

e)

Date of the transaction

5 May 2026

f)

Place of the transaction

Off Market

 

 1   Details of the person discharging managerial responsibilities/person closely
     associated
 a)  Name                                                         Jeff Rayner
 2   Reason for the notification
 a)  Position/status                                              Head of Exploration
 b)  Initial notification/ Amendment                              Initial Notification
 3   Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                         KEFI Gold and Copper Plc
 b)  LEI                                                          213800OO6ETVDGE3QY15
 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 code                                          Ordinary Shares

                                                                  GB00BD8GP619
 b)  Nature of the transaction                                    Issue of Ordinary Shares
 c)  Price(s) and volume(s)

1.35 pence  22,222,222
 d)  Aggregated information

     -  Aggregated volume                                         N/A

     -  Price
 e)  Date of the transaction                                      5 May 2026
 f)  Place of the transaction                                     Off Market

d)

Aggregated information

-  Aggregated volume

-  Price

 

N/A

e)

Date of the transaction

5 May 2026

f)

Place of the transaction

Off Market

 

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  IOEBIGDUCSGDGLS



            Copyright 2019 Regulatory News Service, all rights reserved