EMPLOYEE SHARE OPTION PLAN

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED UNDER THE UK VERSION OF THE MARKET ABUSE REGULATION NO 596/2014 WHICH IS PART OF ENGLISH LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.  ON PUBLICATION OF THIS ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS CONSIDERED TO BE IN THE PUBLIC DOMAIN.

11 September 2023

NARF INDUSTRIES PLC 

EMPLOYEE SHARE OPTION PLAN

Narf Industries plc ("Narf", the "Company", or the "Group"), (LSE: 'NARF')(OTCQB: NFIN.F), the cybersecurity group specialising in high-end threat intelligence and critical infrastructure security, announces the adoption of an employee share option plan (the "Plan") and the granting of employee share options, including to Directors of the Company.

Employee Share Option Plan

The Company has adopted an employee share option plan as part of the long-term incentives it is establishing for Group employees in line with the remuneration policy set out in the Company's consolidated annual financial statements. The aims of the Plan are threefold:

1)    To reward Group employees and the Board for progress made to date in setting the Group towards a path of strong growth;

2)    To incentivise Group employees to commit their medium to long term futures to the Group as it continues to grow; and

3)    To reward those Board members and key Group employees who will have the greatest impact on the Company's share price for achieving milestones that are expected to enhance shareholder value.

Grant of options

Currently, no employees and only one of its three directors have options in the Company.  The Board, on the recommendation of the Remuneration Committee, has granted a total of 391,214,900 employee share options under the Plan.  The share options are exercisable at 1p per share, a 30% premium to the most recent closing share price. 

Of the total grant:

●     91,825,000 share options are for past progress and, accordingly, vest immediately;

●     77,107,450 will vest on the achievement of certain milestones; and

●     222,282,450 will mainly vest quarterly over the 12 quarters starting 1 October 2023, with vesting starting at a later date for some recent joiners, and a slightly shorter vesting period for some key staff.

Milestones for the granting of options have been specifically tailored to the activities of the relevant employee with more than 50% of the share options depending on a targeted uplift in revenues being achieved for each of the 2023 and 2024 financial years, with the remainder relating to the enhancement of the Company's corporate governance.

Of the share options issued under the Plan, 75,000,000 have been issued to Steve Bassi, Chief Executive, 54,714,900 have been issued to John Herring, Executive Chairman, and 16,000,000 to Rory Heier, Director. The split of the director options between the three types outlined is as follows:

The total number of options granted under the Plan represents 18% of the fully diluted shares outstanding, and with all outstanding options and warrants (an additional 100,000,000), represent 22.5% of the fully diluted shares outstanding.

Further details in respect of options issued to Directors are set out in the PDMR form below, made in accordance with the Market Abuse Regulation (EU) No. 596/2014 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018.

ENDS

For further information on the Group please visit www.narfgroup.com or contact:

About NARF Industries plc 

Narf Industries (LSE: NARF)(OTCQB: NFIN.F) is a US based cyber security group specialising in high-end threat intelligence with a focus on critical infrastructure. The Group leads commissioned cyber security R&D and is commercialising a portfolio of products including TIGR that can be used by utilities and cyber first responders to restore power to electric grids and protecting other key infrastructure that have suffered a cyber-attack. The Group aims to further strengthen its portfolio organically and via acquisition; its team of highly qualified cyber security experts is well placed to identify opportunities.

Important notice 

The content of this announcement has not been approved by an authorised person within the meaning of the Financial Services and Markets Act 2000 (FSMA). This announcement has been issued by and is the sole responsibility of the Company. The information in this announcement is subject to change. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act), and may not be offered or sold, directly or indirectly, in or into the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. This announcement is not for release, publication or distribution, directly or indirectly, in or into the United States, Australia, Canada, the Republic of South Africa, Japan or any jurisdiction where to do so might constitute a violation of local securities laws or regulations (a Prohibited Jurisdiction). This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, to persons in a Prohibited Jurisdiction unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them: