Blencowe Resources PLC

Share Issue/Capital Change • Oct 3, 2025

National Storage Mechanism | Additional information

RNS Number : 9816B

Blencowe Resources PLC

03 October 2025

3 October 2025

Blencowe Resources Plc

("Blencowe" or the "Company")

Issue of DFC Performance Shares and Grant of DFS Performance Share Options

Blencowe Resources Plc (LSE: BRES) announces that it has issued 10,700,000 DFC Performance Shares as outlined in the prospectus dated 26 November 2024 ("Prospectus").

The DFC Performance Options were granted in recognition of obtaining the DFC grant of up to $5m. The DFC Performance Options vested following the fifth drawdown of funds on 23 May 2025.  Accordingly, the Company will now issue 10,700,000 Shares (the "DFC Performance Shares") at par value of 0.5p.

Lock In Period

Each holder of the DFC Performance Shares has agreed to a lock up for a period of 12 months from Admission or until completion of the DFS, whichever is sooner.

Director	Performance shares issued at par value	Current Holdings	Holdings on Admission
Cameron Pearce	2,000,000	9,350,000	11,350,000
Mike Ralston	4,000,000	4,558,333	8,558,333
Iain Wearing	2,000,000	8,491,666	10,491,666
Lionshead Consultants Ltd (beneficially owned by Sam Quinn)	2,000,000	5,833,334	7,833,334
Alex Passmore	700,000	2,116,667	2,816,667

Grant of DFS Performance Options

The Company has granted the directors and key management the right, for a period of up to 2 years, to subscribe for 12,000,000 ordinary shares at an exercise price of par value, that will vest on completion and publication of the company's Definitive Feasibility Study ("DFS Performance Share Options").

The completion of the DFS will mark a pivotal point for the Company and will deliver significant shareholder value. The DFS Performance Share Options may not be exercised until completion of the DFS and all shares issued thereunder will be locked up for a period of 12 months from the date of Admission.

Director	Amount	Exercise price	Maturity
Cameron Pearce	3,000,000	0.5p	2 years
Mike Ralston	3,000,000	0.5p	2 years
Iain Wearing	3,000,000	0.5p	2 years
Lionshead Consultants Ltd (beneficially owned by Sam Quinn)	2,250,000	0.5p	2 years
Alex Passmore	750,000	0.5p	2 years
Total	12,000,000

Further disclosures are noted in the Appendix below

Admission of Fee Shares approved at the General Meeting

Further to the passing of all resolutions at the General Meeting on 19 December 2024 as set out in the in the Prospectus, the Company has now issued and allotted 3,691,250 new ordinary shares pertaining to Fee Shares. The Company has to date not applied for these to be admitted to trading, therefore, will now seek application to Admission.

Admission and Total Voting Rights

An application has been made for an aggregate of 14,391,250 new ordinary shares to be admitted to trading on the Equity Shares (Transition) category of the official list and the main market of the London Stock Exchange from 8.00 a.m. on 9 October 2025 ("Admission").

In accordance with the FCA's Disclosure Guidance and Transparency Rules, the Company confirms that following Admission, the Company's enlarged issued ordinary share capital will comprise 381,583,743 ordinary shares. The Company does not hold any ordinary shares in Treasury. Therefore, following Admission, the above figure may be used by shareholders in the Company as the denominator for the calculations to determine if they are required to notify their interest in, or a change to their interest in the Company, under the FCA's Disclosure Guidance and Transparency Rules.

For further information please contact:

Blencowe Resources Plc Sam Quinn	www.blencoweresourcesplc.com Tel: +44 (0)1624 681 250 [email protected]
Investor Relations Sasha Sethi	Tel: +44 (0) 7891 677 441 [email protected]
Tavira Financial  Jonathan Evans	Tel: +44 (0)20 3192 1733 [email protected]

Twitter  https://twitter.com/BlencoweRes

LinkedIn  https://www.linkedin.com/company/72382491/admin/

Background

Orom-Cross Graphite Project

Orom-Cross is a potential world class graphite project both by size and end-product quality, with a high component of more valuable larger coarse flakes within the deposit.

A 21-year Mining Licence for the project was issued by the Ugandan Government in 2019 following extensive historical work on the deposit.  Blencowe completed a successful Pre-Feasibility Study on the Project in July 2022 and is now completing the Definitive Feasibility Study phase as it drives towards first production.

Orom-Cross presents as a large, shallow open-pitable deposit, with an initial JORC Indicated & Inferred Mineral Resource of 24.5Mt @ 6.0% TGC (Total Graphite Content). This Resource has been defined from only ~2% of the total tenement area which presents considerable upside potential ahead.  Development of the resource is expected to benefit from a low strip ratio and free dig operations together with abundant inexpensive hydro-electric power off the national grid, thereby ensuring low operating costs.  With all major infrastructure available at or near to site the capital costs will also be relatively low in comparison to most graphite peers.

The Notification of Dealing Form provided in accordance with the requirements of the Market Abuse Regulation in relation to the transaction listed above is set out below.

Appendix

Notification of Transactions by Persons Discharging Managerial Responsibilities and Persons Closely Associated with them

(This form is required for disclosure of transactions under Article 19 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation)

1

Details of the person discharging managerial responsibili ties / person closely associated

A)

Name

1. Cameron Pearce

2. Mike Ralston

3. Iain Wearing

4. Lionshead Consultants (S Quinn)

5. Alexander Passmore

2

Reason for the no tification

a)

Position/status

1. Director

2. Manager

3. Manager

4. Director

5. Director

b)

Initial notification /Amendment

Initial Notification

3

Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor

a)

Name

Blencowe Resources PLC

b)

LEI

213800UXIHBIRK36GG11

4

Details of the transac tion(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted

a)

Description of the financial instrument, type of instrument

Identification code

Ordinary shares

GB00BFCMVS34

b)

Nature of the transaction

Performance Shares

c)

Price(s) and volume(s)

Price £	Volume
1.    0.005 2.    0.005 3.    0.005 4.    0.005 5.    0.005	1.    3,000,000 2.    3,000,000 3.    3,000,000 4.    2,250,000 5.    750,000

d)

Aggregated Information

- Aggregated volume

- Price

N/A

£0.005

e)

Date of the Transaction

2 October 2025

f)

Place of Transaction

London Stock Exchange

This form is

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