24 January 2023

African Pioneer Plc

("African Pioneer" or "the Company")

Issue of Options

African Pioneer (TIDM: AFP), the copper-gold exploration and development company, announces that, in aggregate, 16,850,00 options over ordinary shares of no par value in the capital of the Company ("Ordinary Shares") have been granted pursuant to the Executive Share Option Scheme approved at the Company's Annual General Meeting ("AGM") held on 23 August 2022 (the "Options"). Of the 16,850,000 Options,  6,600,000 have been awarded to directors of the Company, as detailed further below and the balance of 10,250,000 to other eligible participants including 850,000 Options to eligible participants who are Concert  Party members. The Company has not previously issued any Options.

Summary of the Options awarded:

* Member of Concert Party.

The issue of the Options to Concert Party members does not itself give rise to any implications under the City Code on Takeovers and Mergers (the "City Code") but the exercise of Options held by Concert Party members and the resultant issue of Ordinary Shares may do so. The purpose of the issue of the Options is to incentivise and retain directors, officers, consultants and employees critical to enhancing the future market value of the Company and not to allow Concert Party members to control the Company.

Accordingly, to avoid the risk of an exercise of an Option by a Concert Party Member unintentionally triggering a mandatory offer under the City Code if i) an Optionholder is a member of a Concert Party and ii) they wish to exercise some or all of their Options and the exercise of their Options and the subsequent issue of Ordinary Shares to them would under the City Code require them to make a mandatory offer then they are not permitted to exercise their Options but they are allowed instead to assign the Options to the Company's broker for the Company broker to exercise the Options and sell the Ordinary Shares in the market.

Following the grant of Options, the total number of options outstanding over unissued ordinary shares is 16,850,000 representing 8.79% of the Company's current issued share capital. The 6,600,000 Options issued to Directors represent 3.44% of the Company's current issued share capital. 

The notification below, made in accordance with the requirements of the EU Market Abuse Regulation, provides further detail.

or visit  https://africanpioneerplc.com/  

 Notification of Transactions of Directors/Persons Discharging Managerial Responsibility and Connected Persons