Mr. Michael Hodgson reports

CONDITIONAL SHARE AWARDS

On March 27, 2024, Serabi Gold PLC's board of directors agreed to award in aggregate 310,922 conditional share awards to employees of the company. None of the awards have been made to directors of the company. The awards are part of the company's normal compensation review for senior management and the issuance is made under the Serabi 2020 restricted share plan, which was approved by shareholders on June 16, 2020, and adopted by the board on Nov. 10, 2020. Shareholders confirmed the board's continuing authority to make awards under the 2020 plan at the annual general meeting held on June 27, 2023.

The awards are subject to a three-year performance period, during which time certain performance criteria stipulated by the board must be attained. The underlying shares to be issued pursuant to each of the conditional share awards will only be issued and the rights transferred to the employees after the completion of the performance period and only in such amount (if any) as is required based on the achievement of the performance criteria.

The performance criteria and minimum thresholds to be achieved can be summarized as follows:

• Forty per cent of the award is subject to total shareholder return (where there will be 0 per cent vesting if Serabi TSR is in line with the BMO junior gold index increasing in a linear manner up to 100 per cent vesting under this KPI (key performance indicator) if Serabi hits 1.2 times the index over same period).
• Thirty per cent of the award is subject to return on capital employed (where ROCE premium over 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-per-cent vesting of this portion is achieved at 1.2 times WACC).
• Thirty per cent of the award is subject to return on sales (where ROS must exceed average annual budget by 10 per cent or more).

The company made a similar award on Feb. 1, 2024, to other members of management, including its executive directors (see news release issued Feb. 2, 2024). Consistent with that award, the number of conditional shares awarded has been calculated by reference to the 30-day VWAP average of the company's shares of on Jan. 30, 2024. Following these latest awards, there are 2,814,541 conditional share awards in issue, representing 3.7 per cent of the issued share capital of the company.

We seek Safe Harbor.