ACG VCP-EIP Issuance

ACG Metals Limited

27 January 2026

 

27 January 2026

ACG METALS LIMITED

("ACG" or the "Company")

Awards under Value Creation and Employee Incentive Plans

ACG Metals Limited announces that its Remuneration Committee ("RemCo") approved the issuance and/or vesting of certain awards under its value creation plan ("VCP") and employee incentive plan ("EIP") on 23 January 2026. The VCP and EIP were established on the readmission of the Company's shares to trading on the London Stock Exchange ("Readmission") following completion of the acquisition of the Gediktepe mine in September 2024 and are designed to incentivise the Company's management team and other senior employees to deliver exceptional returns for shareholders.

In deciding to grant its approval, RemCo took into account a number of important factors, including the following:

·    The VCP and EIP were approved by the Company's board of directors at Readmission and fully disclosed in the Prospectus published by the Company on 7 August 2024 (the "Prospectus").

·    The Company's share price increased from US$6 at the commencement of the first measurement period in respect of the VCP to US$15.06 at the end of this period.

·    As a result, the Company's overall market capitalisation increased from US$104,939,478 to US

$343,283,661 during the same period.

Amendments to certain terms of the VCP and EIP

Prior to granting this approval, RemCo approved certain adjustments to the measurement periods for the VCP and vesting dates for the EIP Awards (as defined below) to align them with the Company's financial year. In consequence:

·    The first measurement date in respect of the VCP has been brought forward from 16 October 2026 to 31 December 2025, with subsequent measurement dates now scheduled to fall on 31 December 2026 (the "Second Measurement Date"), 31 December 2027 (the "Third Measurement Date") and 31 December 2028 (the "Fourth Measurement Date").

·    The first vesting date in respect of the EIP Awards has been postponed from 16 October 2025 to 31 December 2025, with subsequent vesting dates now scheduled to fall on 31 December 2026 and 31 December 2027.

All other terms of the VCP and EIP (as further detailed in the Prospectus) remain unchanged.

Awards under the VCP and EIP

Pursuant to the VCP, the recipients may elect to receive these awards either in class A ordinary shares in the Company ("Shares") or options over Shares ("Options"). The following awards ("Initial VCP Awards") have been approved in respect of the first measurement period under the VCP:

·    Mr Artem Volynets (CEO)        756,246 Shares

·    Mr Patrick Henze (CFO)          604,997 Options

·    Mr. Peter Carter (COO)            75,625 Shares

·    Mr. Damien Coles (CLO)         75,625 Options

Only one third of the Initial VCP Awards will vest immediately, with the remainder vesting (along with any future VCP awards (together with the Initial VCP Awards, the "VCP Awards") over a four-year period as follows:

·    50% of the unvested VCP Awards are scheduled to vest on the Second Measurement Date.

·    50% of the unvested VCP Awards are scheduled to vest on the Third Measurement Date.

·    The remaining unvested VCP Awards are scheduled to vest on the Fourth Measurement Date.

Vesting of all unvested VCP Awards is subject to malusand clawback.

RemCo also approved the issuance of an aggregate of 12,665 Shares to other key employees under the EIP and in accordance with the terms of their employment contracts. Once again, recipients may elect to receive these awards in either Shares or Options.

Vesting of Shares and Options

In addition, RemCo approved the vesting of the first tranches of Shares or Options previously issued pursuant to one-off performance awards (the "EIP Awards") under the EIP, which are scheduled to vest in equal portions over a three-year period.

Name	Total Number of Shares or Options Granted	Date of Grant	Number of Shares or Options to Vest on First Vesting Date
Mr. Peter Carter	66,666 Shares	16 July 2025	22,222 Shares
Mr. Damien Coles	58,332 Options	19 December 2024	19,444 Options
Impact Investments LLC1	216,592 Options	13 February 2025	72,197 Options

Following the Initial VCP Awards and vesting of the first tranches of Shares under the EIP Awards, the interests of the directors in the share capital of the Company will remain unchanged, save that the number of Shares held by Mr. Artem Volynets (through his personal services company, ACG Advisory Limited) will (assuming all Initial ACP Award Shares vest) increase to 1,307,567.

Application will be made for the new Shares to be listed on the equity shares (transition category) of the Official List of the Financial Conduct Authority and to trading on the London Stock Exchange and a further announcement confirming such admission will be made in due course.

¹ Note: Michael Pompeo is the executive chairman of Investments LLC.

- ENDS -

Inside information

The information contained within this announcement is considered by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No.596/2014 (as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, such information is now considered to be in the public domain.

The person responsible for the release of this information on behalf of the Company is Artem Volynets, Chief Executive Officer.

For further information please contact:

Palatine

Communications Advisor

Conal Walsh / James Gilheany/ Kelsey Traynor/ Joshua Wolff

[e-mail]

Berenberg

Research Analysts

Richard Hatch

[phone]

Joint Broker

Jennifer Lee

[phone]

Canaccord

Research Analysts

Tim Huff

[phone]

Joint Broker

James Asensio / Charlie Hammond

+ 44 (0) 20 7523 80

Stifel

Joint Broker

Ashton Clanfield / Varun Talwar

[phone]

Cantor Fitzgerald

Research Analysts

Puneet Singh

[phone]

About the Company

ACG Metals is a company with a vision to consolidate the copper industry through a series of roll-up acquisitions, with best-in-class ESG and carbon footprint characteristics.

In September 2024, ACG successfully completed the acquisition of the Gediktepe Mine which is expected to transition to primary copper and zinc production from 2026 and will target annual steady-state copper equivalent production of 20-25 kt. Gediktepe sold 57koz of AuEq in 2024.

ACG's team has extensive M&A experience built through decades spent at blue-chip multinationals in the sector. The team brings a significant network as well as a commitment to ESG principles and strong corporate governance.

LON: ACG | OTCQX: ACGAF | LON:ACGW | Xetra: ACG | Bond ISIN: NO0013414565

For more information about ACG, please visit: www.acgmetals.com

A copy of the FCA notification form in respect of the issuance and/or vesting of the awards to each PDMR and PCA as required under the EU Market Abuse Regulation and in the prescribed format, is set out below. Notification of a Transaction pursuant to Article 19(3) of the EU Market Abuse Regulation No 596/2014.

PDMR Notification reference 00473362

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission                 Submission for PDMR

Name of natural person                                       Artem Volynets

Legal person

For persons discharging managerial responsibilities:

- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

- Name and position of the relevant person discharging managerial responsibilities

Position/status                                                      CEO

Initial notification/amendment                           Initial Notification

Full name of the entity                                         ACG Metals Limited

Legal Entity Identifier code                                549300NXL2KSHKJXTU29

In accordance with ISO 17442 LEI code.

Date Of Transaction	Description of Instrument	Description of Other Instrument	Identification Code	Place Of Transaction	Currency
2026-01-23	Share		VGG0056A1030	Outside a trading venue	GBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation plan				Price Volume Total 0.00 252082.00 0.00 Aggregated 0.00 252082.00 0.00

PDMR Notification reference 00473365

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission                 Submission for PDMR

Name of natural person                                       Patrick Henze

Legal person

For persons discharging managerial responsibilities:

- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

- Name and position of the relevant person discharging managerial responsibilities

Position/status                                                      CFO

Initial notification/amendment                           Initial Notification

Full name of the entity                                         ACG Metals Limited

Legal Entity Identifier code                                549300NXL2KSHKJXTU29

In accordance with ISO 17442 LEI code.

Date Of Transaction	Description of Instrument	Description of Other Instrument	Identification Code	Place Of Transaction	Currency
2026-01-23	Other	Options of Class A ordinary shares	VGG0056A1030	outside a trading venue	GBP - British Pound
Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation plan

PDMR Notification reference 00473366

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission                 Submission for PDMR

Name of natural person                                       Damien Coles

Legal person

For persons discharging managerial responsibilities:

- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

- Name and position of the relevant person discharging managerial responsibilities

Position/status                                                      Chief Legal Officer

Initial notification/amendment                           Amendment to prior notifications

Previous notification reference number         00473364

Explain the error that this notification is amending       Amendment to volume figure.

Full name of the entity                                         ACG Metals Limited

Legal Entity Identifier code

In accordance with ISO 17442 LEI code.

Date Of Transaction	Description of Instrument	Description of Other Instrument	Identification Code	Place Of Transaction	Currency
2026-01-23	Other	Options over Class A ordinary shares	VGG0056A1030	outside a venue	GBP - British Pound
Nature Of Transaction: vesting of certain options over shares from VCP award granted pursuant to the Company's value creation plan				Price Volume Total 0.00 25208.00 0.00 Aggregated 0.00 25208.00 0.00

PDMR Notification reference 00473367

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission                 Submission for PDMR

Name of natural person                                       Peter Carter

Legal person

For persons discharging managerial responsibilities:

- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

- Name and position of the relevant person discharging managerial responsibilities

Position/status                                                      COO

Initial notification/amendment                           Amendment to prior notifications

Previous notification reference number         00473363

Explain the error that this notification is amending       Amendment to volume figure.

Full name of the entity                                         ACG Metals Limited

Legal Entity Identifier code                                549300NXL2KSHKJXTU29

In accordance with ISO 17442 LEI code.

 

 

Date Of Transaction	Description of Instrument	Description of Other Instrument	Identification Code	Place Of Transaction	Currency
2026-01-23	Share		VGG0056A1030	outside a venue	GBP - British Pound
Nature Of Transaction: vesting of certain shares from VCP award granted pursuant to the Company's value creation plan				Price Volume Total 0.00 25208.00 0.00 Aggregated 0.00 25208.00 0.00

PDMR Notification reference 00473368

Must complete either for a natural person or a legal person. If completing for a legal person, please include the legal form as provided for in the register where it is incorporated, if applicable.

Is this a PDMR or PCA Submission                 Submission for PDMR

Name of natural person                                       Peter Carter

Legal person

For persons discharging managerial responsibilities:

- The position occupied within the issuer or emission allowance market participant should be indicated e.g. CEO, CFO.

For persons closely associated with:

- An indication that the notification concerns a person closely associated with a person discharging managerial responsibilities;

- Name and position of the relevant person discharging managerial responsibilities

Position/status                                                      COO

Initial notification/amendment                           Initial Notification

Full name of the entity                                         ACG Metals Limited

Legal Entity Identifier code                                549300NXL2KSHKJXTU29

In accordance with ISO 17442 LEI code.

Date Of Transaction	Description of Instrument	Description of Other Instrument	Identification Code	Place Of Transaction	Currency
2026-01-23	Share		VGG0056A1030	outside a trading venue	GBP - British Pound
Nature Of Transaction: vesting of certain shares from EIP award granted pursuant to the Company's employee incentive plan				Price Volume Total 0.00 22222.00 0.00 Aggregated 0.00 22222.00 0.00

 

END