REG - Metals Exploration - Grant of Director Options

Metals ExplorationAnnouncement

Wed 07:02

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RNS Number : 2580O  Metals Exploration PLC  25 June 2025

25 June 2025

METALS EXPLORATION PLC

Grant of Director Options

Metals Exploration plc (AIM: MTL) ("Metals Exploration" or the "Company"), the
gold production, exploration and development company with assets in the
Philippines and Nicaragua, announces that it has granted options over
10,600,000 new ordinary shares of £0.0001 each in the Company ("Ordinary
Shares") to certain Directors, in line with its existing LTIP scheme.

The Company's remuneration committee has considered that, given the changes to
the Company following its acquisition of Condor Gold to both the Board
composition and responsibilities, and shareholding structure, the two
shareholder appointed Directors are acting in a capacity and following their
fiduciary duty to the Company in the same manner as the independent Directors
and therefore should be incentivised similarly.

As such, Steven Smith (Chairman) and Rob Marshall (Non-executive Director)
have been allocated options for new ordinary shares in line with the Company's
LTIP scheme. Such allocations follow the existing structure and have vesting
periods based on the metrics determined by the LTIP scheme and length of
tenure within the Company. It is therefore considered that tenure for the
vesting should be three years of service once all benchmark performance
criteria of the LTIP have been achieved.

It has been recommended that the number of options allocated should reflect
the positions held within the Board, being 6,600,000 options for a Chairperson
and 4,000,000 options for a Non-executive Director.

PDMR Dealings

Details of the granted options to Steven Smith and Rob Marshall are set out
below, with further information being contained in the Appendix to this
announcement:

 Director/PDMR                          Number of LTIP options issued  Number of options held
 Steven Smith (Chairman)                6,600,000                      6,600,000
 Rob Marshall (Non-executive Director)  4,000,000                      4,000,000

 

Long-Term Incentive Plan Options ("LTIP Options")

At the General Meeting of shareholders held on 23 August 2024, a long-term
incentive programme was approved, granting the Directors authority to issue up
to 15% of the Company's issued capital as LTIP Options.

In accordance with this approval, LTIP Options to subscribe for, in aggregate,
318 million Ordinary Shares have been issued to certain directors and senior
management of the Group to incentivise and assist in the retention of such
persons for the benefit of the Company.

LTIP Options to subscribe for 221.5 million Ordinary Shares were issued in
relation to the Tranche A Options announced on 6 August 2024 and approved at
the General Meeting held on 23 August 2024. The further 96.5 million LTIP
Options to subscribe for Ordinary Shares were issued following the Company's
acquisition of Condor Gold, both in lieu of payment of cash bonuses and in
relation to incentivising the key personnel that Metals Exploration has
engaged in conjunction with the acquisition.

The key terms of the LTIP Options are as follows:

·      Exercise price: £0.0001 per Ordinary Share.

·      Exercise period: 7 years from issue.

 

Vesting conditions:

·      A minimum consecutive continuing employment of three years with
or, as applicable, a service relationship as a non-executive director,
consultant, contractor or other adviser to the Company following each
performance condition summarised below having been met; and

·     One-third of the options shall vest upon the earliest date following
the grant date upon which the value of an Ordinary Share (based on the
volume-weighted average price over a 30-day period) is at least: (i) 2.5
pence; (ii) 5.0 pence; and (iii) 7.5 pence.

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation (as applied in UK law), provides further detail on the
transaction.

For further information please visit or contact:

 Metals Exploration PLC
 Via BlytheRay                            +44 (0) 207 138 3204

 Nominated & Financial Adviser:           STRAND HANSON LIMITED
 James Spinney, James Dance, Rob Patrick  +44 (0) 207 409 3494

 Broker:                                  HANNAM & PARTNERS
 Matt Hasson, Franck Nganou               +44 (0) 207 907 8500

 Public Relations:                        BLYTHERAY
 Megan Ray, Said Izagaren                 +44 (0) 207 138 3204
                                          metalsexploration@blytheray.com (mailto:metalsexploration@blytheray.com)

 

Web:                www.metalsexploration.com
(http://www.metalsexploration.com)

X:                     @MTLexploration
(https://twitter.com/MTLexploration)

LinkedIn:           Metals Exploration
(https://www.linkedin.com/company/metals-exploration-plc)

 

 

Appendix

PDMR Notification Forms:

 

 1.    Details of the person discharging managerial responsibilities / person closely
       associated
 a)    Name                                                           1.   Steven Smith

                                                                      2.   Rob Marshall

 2.    Reason for the Notification
 a)    Position/status                                                1.   Chairman

                                                                      2.   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                                                           METALS EXPLORATION PLC
 b)    LEI                                                            2138006CFXWG2OPRV987
 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 in the Company
       Identification code                                            ISIN for Ordinary Shares: GB00B0394F60
 b)    Nature of the Transaction                                      Grant of options over Ordinary Shares
 c)    Price(s) and volume(s)                                         Price(s)          Volume(s)
                                                                      1.   £0.0001      1.   6,600,000

                                                                      2.   £0.0001      2.   4,000,000

 
 d)    Aggregated information

       Aggregated volume Price                                        Price: £0.0001 each

                                                                      Volume: 10,600,000

 e)    Date of the transaction                                        24 June 2025
 f)    Place of the transaction                                       Outside a trading venue

 

d)

Aggregated information

Aggregated volume Price

 

Price: £0.0001 each

Volume: 10,600,000

 

e)

Date of the transaction 

24 June 2025

f)

Place of the transaction

Outside a trading venue

 

 

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