Form 8 (OPD) Zinnwald Lithium plc

Zinnwald Lithium PLC

28 May 2026

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	Zinnwald Lithium plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	Zinnwald Lithium plc
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held:      The latest practicable date prior to the disclosure	27/05/2026
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	1p Ordinary
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(A)  Ordinary shares of 1 pence each ("Ordinary Shares") held by directors of Zinnwald Lithium plc and their close relatives: Name Number of Ordinary Shares held % of Ordinary Shares held Anton du Plessis 1,418,133 0.26% Osman Cherif Rifaat 1,115,315 0.21% Peter Secker 178,695 0.03% Dominik Simler 118,100 0.02% Jeremy Martin 27,000 0.01% Total 2,857,243 0.53% (B)  Performance Share Unit ("PSU") held over new Zinnwald Lithium plc Ordinary Shares by Zinnwald Lithium plc directors and their close relatives: Name Date of Grant Number of PSUs outstanding Exercise price (pence) Expiry Date Vesting Date* Anton du Plessis 15 January 2024 3,000,000 1 n/a 15 January 2026 31 January 2025 435,083 1 n/a 31 January 2027 12 February 2026 480,508 1 n/a 12 February 2028 Osman Cherif Rifaat 15 January 2024 1,500,000 1 n/a 31 January 2026 31 January 2025 258,978 1 n/a 31 January 2027 12 February 2026 400,424 1 n/a 12 February 2028 * Any PSUs that have not yet vested will vest upon the court sanction of the Scheme of Arrangement for the Offer. In addition, the Company's Remuneration Committee has approved the granting of an additional 383,178 PSUs to Anton du Plessis and 319,293 PSUs to Osman Cherif Rifaat. It is expected that these PSUs will be granted at the time of the publication of the Company's Scheme of Arrangement document in connection with the Offer. These PSUs have the same exercise price as the existing PSUs and will vest on the same basis.   (C)  Restricted Share Unit ("RSU") which can be exercised in the form of new Zinnwald Lithium plc Ordinary Shares by Zinnwald Lithium plc directors and their close relatives: Name Date of Grant Number of RSUs outstanding Exercise price (pence) Expiry Date Vesting Date* Anton du Plessis 23 March 2023 2,135,593 n/a 23 March 2027 23 March 2025 15 January 2024 2,306,441 n/a 15 January 2028 15 January 2026 31 January 2025 1,431,762 n/a 31 January 2028 31 January 2027 12 February 2026 1,592,080 n/a 12 February 2029 12 February 2028 Osman Cherif Rifaat 23 March 2023 1,271,186 n/a 23 March 2027 23 March 2025 15 January 2024 1,922,034 n/a 15 January 2028 31 January 2026 31 January 2025 1,193,052 n/a 31 January 2028 31 January 2027 12 February 2026 1,326,733 n/a 12 February 2029 12 February 2028 * Any RSUs that have not yet vested will vest upon the court sanction of the Scheme of Arrangement for the Offer. (D)  Options held over new Zinnwald Lithium plc's Ordinary Shares ("Options") by Zinnwald Lithium plc directors and their close relatives: Name Date of Grant Number of Options outstanding Exercise price (pence) Expiry Date Vesting Date* Jeremy Martin 15 January 2022 250,000 18.10 15 January 2027 15 January 2024** 23 March 2023 350,000 10.41 23 March 2028 23 March 2025** 15 January 2024 350,000 6.75 15 January 2029 15 January 2026** 31 January 2025 350,000 7.50 31 January 2030 31 January 2027** 12 February 2026 350,000 7.10 12 February 2031 12 February 2028** Peter Secker 15 January 2022 150,000 18.10 15 January 2027 15 January 2024** 23 March 2023 250,000 10.41 23 March 2028 23 March 2025** 15 January 2024 250,000 6.75 15 January 2029 15 January 2026** 31 January 2025 250,000 7.50 31 January 2030 31 January 2027** 12 February 2026 250,000 7.10 12 February 2031 12 February 2028** * Any Options that have not yet vested will vest upon the court sanction of the Scheme of Arrangement for the Offer. ** The options shall vest one third on grant, one third after 12 months and one third after 24 months, with the table above showing the final vesting date (E)  Interests of connected advisers     Name Number of ordinary shares held % of voting share capital Oberon Investments Limited 8,652,044 1.6%

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

None

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

None

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	28/05/2026
Contact name:	Cherif Rifaat, Chief Financial Officer
Telephone number:	[e-mail]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END