REG-Vesting and settlement of 2023 Conditional Share Awards and Notification of transactions by persons discharging managerial responsibilities

Serabi GoldAnnouncement

13/05/2026 08:15

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Vesting and settlement of 2023 Conditional Share Awards and Notification of
transactions by persons discharging managerial responsibilities

Serabi announces that on 12 May 2026 the Board of Directors approved the
vesting of Conditional Share Awards that had been granted for the 2023
calendar year pursuant to the Company’s Long Term Incentive Plan
(“LTIP”).

Under the terms of the Serabi 2020 Restricted Share Plan (the “2020 Plan”)
pursuant to which the 2023 Awards were granted, vesting of awards is subject
to a three-year performance period during which time certain performance
criteria stipulated by the Board must be attained. In respect of the vesting
of the 2023 Awards, these were initially granted in respect of the calendar
year 2023 and for which the measurement period was the 3 calendar years of
2023, 2024 and 2025. The performance criteria and minimum thresholds that were
required to be achieved in respect of the 2023 Awards over the entirety of
this three-year period were as follows:
* 40% of the award was subject to Total Shareholder Return (“TSR”), with
0% vesting if Serabi’s TSR is in line with the BMO junior gold index
increasing in a linear manner up to 100% vesting if Serabi hit 1.2x the index
over same period. Serabi’s TSR amounted to 9.5x in the period compared to
2.6x for the Junior Gold Index;
* 30% of the award was subject to Return on Capital Employed (“ROCE”)
where the ROCE premium over the Weighted Average Cost of Capital (“WACC”)
must be in excess of 1.05 times. If this hurdle is met vesting will occur in a
linear manner such that 100% vesting of this portion is achieved at 1.2x WACC.
Serabi’s ROCE in the period amounted to 29.7% compared to a WACC of 12.7%;
and
* 30% of the award was subject to Return on Sales (“ROS”) where ROS must
exceed average annual budget by 10 per cent or more. Serabi’s ROS in the
period was 30.66% compared to the annual budgets of 23.42%.
The Board assessed the level of performance compared with the targets for
Total Shareholder Return, Return on Capital Employed and Return of Sales over
the requisite three-year period and all targets were materially exceeded as
set out above. Accordingly and in recognition of this outperformance, the
Remuneration Committee exercised its authority to increase the number of
shares vesting under the Scheme by 17.5% and in aggregate a total of 1,098,298
new ordinary shares were calculated as being due to vest to participants under
the LTIP.

The Remuneration Committee further determined that the Company would deduct
from respective participant’s entitlement that number of shares estimated to
settle the applicable employee taxes due on behalf of each participant, with
the Company settling in cash the required employee taxes. Accordingly, the net
number of new ordinary shares to be issued by the Company in settlement of the
2023 Award amounts to 573,209 new ordinary shares (“Settlement Shares).

The Settlement Shares being issued to Directors under the 2023 Award are as
follows:

 Director         New ordinary shares entitlement before deduction for employment taxes  Settlement shares issued after deduction to settle employment taxes  Enlarged holding of ordinary shares following issue of the Settlement Shares  Interest in the enlarged issued share capital of the Company  
 Michael Hodgson  576,220                                                                305,397                                                              420,463                                                                       0.55%                                                         
 Colm Howlin      177,778                                                                85,333                                                               85,333                                                                        0.11%                                                         

The balance of the Settlement Shares were awarded to other former employees.

The Settlement Shares will rank pari passu in all respects with the existing
Ordinary Shares of the Company and application will be made to the London
Stock Exchange for admission to trading on AIM in respect of the 573,209
Settlement Shares which is expected to be effective on or around 19 May 2026.

On Admission of the Settlement Shares, the enlarged issued share capital will
be 76,307,760 ordinary shares of 10p each.

The notification in the appendix, made in accordance with the requirements of
the Market Abuse Regulations, provides further detail.

About Serabi Gold plc
Serabi Gold plc is a gold exploration, development and production company
focused on the prolific Tapajós region in Para State, northern Brazil. The
Company has consistently produced 30,000 to 44,000 ounces per year with the
Palito Complex and is planning to double production in the coming years with
the construction of the Coringa Gold project. Serabi Gold plc recently made a
copper-gold porphyry discovery on its extensive exploration licence. The
Company is headquartered in the United Kingdom with a secondary office in
Toronto, Ontario, Canada.

SERABI GOLD plc
Michael Hodgson        t +44 (0)20 7246 6830
Chief Executive        m +44 (0)7799 473621

Andrew Khov        m +1 647 885 4874
VP Investor Relations & Business Development

        e contact@serabigold.com

BEAUMONT CORNISH Limited
Nominated Adviser & Financial Adviser
Roland Cornish / Michael Cornish        t +44 (0)20 7628 3396

PEEL HUNT LLP
Joint UK Broker
Ross Allister                t +44 (0)20 7418 9000

TAMESIS PARTNERS LLP
Joint UK Broker
Charlie Bendon/ Richard Greenfield        t +44 (0)20 3882 2868

CAMARCO
Financial PR - Europe
Georgia Edmonds / Fergus Young        t +44 (0)20 3757 4980

Copies of this announcement are available from the Company's website at
www.serabigold.com.

Forward-looking statements
Certain statements in this announcement are, or may be deemed to be, forward
looking statements. Forward looking statements are identified by their use of
terms and phrases such as ‘‘believe’’, ‘‘could’’, “should”
‘‘envisage’’, ‘‘estimate’’, ‘‘intend’’,
‘‘may’’, ‘‘plan’’, ‘‘will’’ or the negative of those,
variations or comparable expressions, including references to assumptions.
These forward-looking statements are not based on historical facts but rather
on the Directors’ current expectations and assumptions regarding the
Company’s future growth, results of operations, performance, future capital
and other expenditures (including the amount, nature and sources of funding
thereof), competitive advantages, business prospects and opportunities. Such
forward looking statements reflect the Directors’ current beliefs and
assumptions and are based on information currently available to the Directors.
A number of factors could cause actual results to differ materially from the
results discussed in the forward-looking statements including risks associated
with vulnerability to general economic and business conditions, competition,
environmental and other regulatory changes, actions by governmental
authorities, the availability of capital markets, reliance on key personnel,
uninsured and underinsured losses and other factors, many of which are beyond
the control of the Company. Although any forward-looking statements contained
in this announcement are based upon what the Directors believe to be
reasonable assumptions, the Company cannot assure investors that actual
results will be consistent with such forward looking statements.

Qualified Persons Statement
The scientific and technical information contained within this announcement
has been reviewed and approved by Michael Hodgson, a Director of the Company.
Mr Hodgson is an Economic Geologist by training with over 30 years' experience
in the mining industry. He holds a BSc (Hons) Geology, University of London, a
MSc Mining Geology, University of Leicester and is a Fellow of the Institute
of Materials, Minerals and Mining and a Chartered Engineer of the Engineering
Council of UK, recognizing him as both a Qualified Person for the purposes of
Canadian National Instrument 43-101 and by the AIM Guidance Note on Mining and
Oil & Gas Companies dated June 2009.

Notice
Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.

Neither the Toronto Stock Exchange, nor any other securities regulatory
authority, has approved or disapproved of the contents of this news release.

Appendix

The notification below, made in accordance with the requirements of the Market
Abuse Regulations, provides further detail in respect of the transaction as
described above.

1
Details of the person discharging managerial responsibilities / person closely
associated

a)
Name
1. Mike Hodgson

2. Colm Howlin

2
Reason for notification

a)
Position / status
1. Chief Executive Officer

2. Finance Director

b)
Initial notification
/Amendment

Initial 
3
Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)
Name
Serabi Gold plc

b) 
LEI
213800LTYC1HF9RTUE37

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 of 10p each in Serabi Gold plc (“Ordinary Shares”)

ISIN GB00BG5NDX91

Nature of the transaction
Settlement of Conditional Share Awards

Price(s) and volumes(s)
Ordinary Shares issued:

 Director      Price(s)  Volumes(s)  
 Mike Hodgson  N/A       305,397     
 Colm Howlin   N/A       85,333      
                                     

d)
Aggregated information
n/a Single transaction

e)
Date of the transaction
12 May 2026

f)
Place of the transaction
Outside a trading venue

Attachment
*     RNS Vesting of 2023 LTIPs v8
(https://ml-eu.globenewswire.com/Resource/Download/0a88981e-2795-4779-8a9e-baf32e0631b2)