Mr. Michael Hodgson reports

VESTING AND SETTLEMENT OF 2022 CONDITIONAL SHARE AWARDS AND NOTIFICATION OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES

On June 5, 2025, Serabi Gold PLC's board of directors approved the vesting of conditional share awards that had been granted for the 2022 calendar year pursuant to the company's long-term incentive plan (LTIP). In aggregate, a total of 482,528 new ordinary shares were calculated as being due to vest to participants under the LTIP. The board has assessed the level of performance compared with the targets for total shareholder return (TSR), return on capital employed (ROCE) and return of sales (ROS) over the requisite three-year period.

The terms of the Serabi 2020 restricted share plan, under which the 2022 awards were granted, require that awards are 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 2022 awards these were initially granted in respect of the calendar year 2022 and for which the measurement period was the three calendar years of 2022, 2023 and 2024.

The performance criteria and minimum thresholds that were required to be achieved over the entirety of the three-year period were 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 board has, in light of the strong cash position of the group and its desire to minimize the issuance of new ordinary shares, elected, in accordance with the rules of the 2020 plan, to settle by way of a cash payment the value of the 2022 awards that are due. The cash settlement has been determined by reference to the 20-Day volume-weighted average price (VWAP) of the ordinary shares of the company as at June 5, 2025, of 1.52 British pounds, the date immediately prior to this announcement.

In aggregate, 224,576 and 69,050 conditional share awards, which were otherwise due to vest to each of Michael Hodgson and Mr. Howlin, respectively, will therefore be settled by a cash payment of 341,356 British pounds and 104,956 British pounds, respectively, from which the company will make deduction of applicable taxes. The board prioritizes aligning the directors' and shareholders' interests and demonstrating its commitment to the business, and Mr. Hodgson has informed the board that he purchased 45,000 shares on June 5, 2026, through a market purchase at a price of 1.69 British pounds. Mr. Hodgson now beneficially holds 135,066 ordinary shares in the company, representing 0.18 per cent of the issued shares in the company.

About Serabi Gold PLC

Serabi Gold is a gold exploration, development and production company focused on the prolific Tapajos region in Para state, northern Brazil. The company has consistently produced 30,000 to 40,000 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 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, Ont., Canada.

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