Empire Metals Limited Launches Long-Term Incentive Plan with 20.25 Million Share Awards to Directors and Employees

Empire Metals Introduces LTIP Featuring 8.25 Million Nil-Cost EBT Awards and 12 Million Options at 40p Exercise Price

On 16 July 2026, Empire Metals Limited announced its Board’s formal adoption of a Long-Term Incentive Plan, granting awards to directors, senior management, and employees. The LTIP consists of two award types: 8,250,000 nil-cost share awards satisfied from shares held in the Company’s Employee Benefit Trust (EBT Awards) and options over 12,000,000 new ordinary shares at a 40 pence exercise price (Options). Together, these awards represent around 2.67% of the company’s issued ordinary share capital.

The company highlighted that EBT Awards, being satisfied from existing shares in the Employee Benefit Trust, cause no new dilution for shareholders—a key consideration for investors evaluating the LTIP’s impact. Post-award, the company’s total outstanding share-scheme commitments, including all options and shares held in the Employee Benefit Trust, amount to approximately 12.70% of issued ordinary share capital. The 40 pence exercise price establishes a clear cost benchmark for management, anchoring incentives to a defined market reference.

Four-Tranche Vesting Structure Requires Sustained Share Price Growth up to 98 Pence

The LTIP’s vesting is contingent on "demanding share-price performance conditions." Awards vest in four equal tranches of 25%, each triggered only if the company’s closing share price remains at or above specified targets for 10 consecutive trading days. Recipients must also be employed at the trigger date, adding a retention element.

The share price milestones are set progressively above the 40 pence option exercise price: Tranche 1 (25% vesting) at 50 pence (25% premium), Tranche 2 (50% vesting) at 63 pence (57.5% premium), Tranche 3 (75% vesting) at 78 pence (95% premium), and Tranche 4 (100% vesting) at 98 pence (145% premium). Full LTIP value is realized only with significant and sustained share price appreciation, aligning management rewards with shareholder value creation.

Managing Director Shaun Bunn and Finance Director Greg Kuenzel Awarded 6 Million Shares Each

Specific allocations include Managing Director Shaun Bunn receiving 3,000,000 EBT Awards and options over 3,000,000 shares at 40p, totaling 6,000,000 awards. Finance Director Greg Kuenzel received an identical allocation. Non-Executive Director Phil Brumit was granted 250,000 EBT Awards and options over 500,000 shares, totaling 750,000 awards.

Additional awards of 2,000,000 EBT shares and 5,500,000 options were granted to other employees, including the Australian-based team working on the Pitfield Titanium Project. Chairman Neil O'Brien and Non-Executive Director Peter Damouni did not receive awards and provided independent oversight of the award terms.

Director Awards Classified as Related-Party Transactions Under AIM Rule 13

The awards to directors Shaun Bunn, Greg Kuenzel, and Phil Brumit qualify as related-party transactions under AIM Rule 13. Independent directors Neil O'Brien and Peter Damouni, after consulting with SP Angel Corporate Finance LLP (the company’s Nominated Adviser), confirmed the awards’ terms are fair and reasonable to shareholders. This procedural safeguard ensures compliance with AIM regulatory requirements.

PDMR Notifications Confirm Transaction Date and AIM as Trading Venue

In line with UK Market Abuse Regulation (MAR), formal PDMR notifications were made for Shaun Bunn, Greg Kuenzel, and Phil Brumit covering both option grants and EBT share awards. The financial instruments are ordinary shares of no par value in Empire Metals Limited (ISIN: VGG3036T1012), traded on AIM at the London Stock Exchange.

Option grants disclosed were 3,000,000 shares each for Bunn and Kuenzel, and 500,000 for Brumit, all at 40.0 pence per share. EBT share awards were 3,000,000 for Bunn, 3,000,000 for Kuenzel, and 250,000 for Brumit, all at nil cost. The transaction date was 14 July 2026, with AIM as the place of transaction. The announcement was released on 16 July 2026.

Pitfield Titanium Project: A Leading Global Titanium Resource Supporting Empire Metals’ Growth Strategy

Empire Metals Limited focuses on the exploration and development of the Pitfield Titanium Project in Western Australia, which hosts a Mineral Resource Estimate (MRE) of 2.2 billion tonnes grading 5.1% TiO2, equating to 113 million tonnes of contained TiO2. The company describes Pitfield as one of the largest and highest-grade titanium resources worldwide.

The current MRE covers only about 20% of the known mineralised area, indicating significant potential for resource expansion. Titanium mineralisation begins at surface and shows excellent grade continuity along strike and depth, which could benefit future processing economics. Conventional processing has yielded a high-purity product grading 99.25% TiO2, suitable for titanium sponge metal or pigment feedstock markets. The project benefits from strong logistics and infrastructure, supporting its commercialisation prospects.

Global Titanium Demand and Critical Minerals Status Enhance Pitfield’s Strategic Importance

Titanium is classified as a critical mineral by governments including the UK and Australia due to its strategic role in aerospace, defence, energy, and industrial sectors. Demand for high-purity titanium feedstock is expected to rise as these sectors grow and supply chains diversify. Empire Metals’ focus on producing 99.25% TiO2 feedstock positions it well within this expanding value chain, though it remains in exploration and development phases.

The inclusion of Australia-based employees in the LTIP highlights the operational importance of Pitfield and the need to retain skilled personnel amid competitive mining and geoscience labour markets. The LTIP’s performance-based vesting, tied to share-price milestones rather than time alone, reflects management’s alignment with long-term value creation typical of large resource projects.

Dilution Analysis: EBT Awards Avoid New Dilution While Options Represent 2.67% of Share Capital

For shareholders, dilution impact is important. The 8,250,000 EBT Awards cause no dilution as they are satisfied from existing shares held in the Employee Benefit Trust. The 12,000,000 Options cover new shares, which would be issued upon exercise if share-price targets are met.

Overall, the 20,250,000 awards represent approximately 2.67% of issued ordinary share capital. Following these grants, total outstanding share-scheme commitments, including all options and EBT shares, amount to about 12.70% of issued share capital. Investors should consider this when evaluating the company’s capital structure and potential future dilution. The announcement does not specify the total number of issued shares, so exact share counts are unavailable.

Regulatory Compliance and MAR Disclosure for LTIP Announcement

The announcement includes a Market Abuse Regulation (MAR) disclosure confirming the LTIP details were previously inside information under Article 7 of Regulation (EU) No 596/2014, incorporated into UK law. This aligns with standard practice for significant share-based remuneration involving directors and persons discharging managerial responsibilities.

The regulatory framework includes AIM Rule 13 related-party transaction rules, MAR PDMR notification requirements, and AIM Rules for Companies. SP Angel Corporate Finance LLP served as Nominated Adviser, confirming fairness of director awards. The company is supported by joint brokers Canaccord Genuity Limited and Zeus Capital Limited, and financial PR advisers Tavistock (UK) and Chapter One Advisors (Australia), reflecting its dual-market presence.

Investor Outlook: Share Price Milestones and Project Progress Post-LTIP Grant

The immediate share price impact of the LTIP announcement is not publicly evident. However, the four vesting tranches at 50p, 63p, 78p, and 98p set clear milestones for potential share price appreciation relative to the 40p option exercise price. Achieving these depends on Pitfield project progress, commodity market conditions, and investor sentiment toward junior resource stocks.

Investors will likely watch for updates on resource expansion beyond the current 20% coverage, processing development, and advancement toward prefeasibility or feasibility studies. Retaining key personnel, including the incentivised Australian team, is critical to project momentum. Related-party transaction disclosures and independent director confirmations provide shareholders procedural safeguards, while the performance-based vesting structure may be viewed as shareholder-friendly.