The Board of Xtract Resources Plc (“Xtract” or the “Company”) announces the preliminary unaudited results for alluvial mining contractors for the Manica Concession for the three-month period ended 30 June 2021 (the “Period”).

Highlights

·    Total alluvial mining contractor gold production of 13.30Kg for the quarter (equivalent to approximately 427 ounces)

·    Total of 3.7Kg (equivalent to approximately 120 ounces) attributable to Explorator

·    Value of Explorator share of gold produced US$218,413

·    Combined attributable revenue to Explorator from gold sales and other income for the Period amounted to US$213,576

·    Overall improvement of operating conditions from Q1 2021

·    Guy Fawkes development continued during the period and Fair bride progressed

Colin Bird, Executive Chairman said: “Production levels increased during the 2nd quarter of 2021 and continued to increase during the 3rd quarter. We look forward to the contribution of the hard rock mining  as the adit advances at Guy Fawkes and mini open pit commences production at Boa Esperanza.

The Fair Bride project continues to gather pace, with increased optimism for production to commence during the final quarter of 2021.”

Production summary

Preliminary unaudited results for alluvial mining contractors for the Manica Concession for the three-month periods ended 30 June 2021, 31 March 2021, 31 December 2020 and September 2020  are set out in the table below. In addition to the information included in the table, the table below provides a further breakdown of costs between operational costs, production tax and land resettlement costs. The Company’s current focus is to continue to progress the Manica hard rock operations.

Note 1:     Direct operational production costs include and not limited to Explorator salaries, rent, vehicles expenses and utilities.

Note 2:   Total costs comprises direct operational production costs plus total Production Tax and Land Resettlement Costs as detailed below:

Note 3:   Calculation based on the number of ounces produced during each month of the quarter multiplied by the closing month end spot rate.

Note 4: Presence of gold in alluvial deposits is unpredictable and therefore operational results will vary month-to-month.

Notice of AGM – Proposed incentive scheme

As announced on 1 October 2021, the notice in respect of the  2021 Annual General Meeting (“Notice”), to  be held the offices of Fladgate LLP, 16 Great Queen Street, London, WC2B 5DG  on Monday 25 October 2021 at 3:00 p.m., has now been sent to shareholders and is available from the Company’s website. The Notice includes an ordinary resolution in respect of a new incentive scheme to more closely align the interest of directors, officers, employees and consultants with those of shareholders by providing for the payment of short-term, annual and transaction incentive awards in cash or Company shares. Awards under the proposed schemes are not intended to replace the Company’s share option scheme arrangements.

The principal terms of the proposed schemes are summarised in the appendix to the Notice, which is reproduced below in the Appendix without amendment. No awards have been made or proposed to date pursuant to the proposed shcemes and should they be approved by shareholders at the Annual General Meeting, then any awards will comply at such time with all applicable AIM Rules including as appropriate AIM Rule 13 in respect of related party transactions.

Further details are available from the Company’s website which details the company’s project portfolio as well as a copy of this announcement: www.xtractresources.com

This announcement contains inside information for the purposes of Article 7 of EU Regulation No. 596/2014 on market abuse. The person who arranged for the release of this announcement on behalf of the Company was Joel Silberstein, Director.

Enquiries:

APPENDIX TO NOTICE OF XTRACT RESOURCES PLC 2021 AGM NOTICE OF MEETING

Summary of the principal terms of the Xtract Resources Plc Proposed Incentive Schemes (the “Proposed Incentive Schemes”)

“Overview: The Proposed Incentive Schemes are intended to put in place new short-term, annual and transaction incentive awards payable in cash and/or Company shares to align the interest of directors, officers, employees and consultants with those of shareholders. These awards are not intended to replace the Company’s share option scheme and shall continue until the Board of the Company have put an alternative incentive scheme to the Company’s shareholders which the Company’s shareholders have approved.

Eligibility: Directors, officers, employees and consultants of the Xtract Resources Plc group (“Eligible Participants”). Eligible Participants, who are good leavers, may continue to be eligible for awards for up to 12 months from their resignation or retirement.

Operation and purpose: The remuneration committee of the Company will make awards to Eligible Participants to reward, retain and recruit Eligible Participants and reward performances against performance measures determined by the remuneration committee. A member of the remuneration committee will not participate in the determining of their own award. The remuneration committee will in determining awards relative to annual salary have regard to median salaries of AIM company executives in the annual KPMG or similar type comparative survey of the remuneration of AIM company executives of companies with comparable projects at a similar stage of development to Xtract (“Comparable Median Annual Salary”). The remuneration committee will in making awards determine appropriate key performance indicators for the Eligible Participant to meet (“Award Triggers”).

Short Term Incentive Awards: Eligible Participants with direct involvement in meeting short term operational targets for example production or exploration targets will be eligible for incentive awards determined by the remuneration committee. The maximum award shall be capped at two (2) times the Eligible Participants’ Comparable Median Annual Salary. Awards may be paid in cash and /or Company shares and if in Company shares based on the 30-day VWAP following announcement of the Company’s interim and final results. Awards of Company shares to Directors and PDMRS may be subject to a minimum holding period of up to 3 months to be determined.

Annual Incentive Awards: These will be awarded to Eligible Participants with approximately 25% of their awards being related to Company performance and approximately 75% related to individual key performance indicators determined by the remuneration committee. The maximum award shall be capped at three (3) times the Eligible Participants’ Comparable Median Annual Salary. Awards may be paid in cash and / or Company shares and if in Company shares based on the 30-day VWAP following announcement of Company’s interim and final results. Awards of Company shares to Directors and PDMRS may be subject to a minimum holding period of up to 3 months to be determined. An Eligible Participant who has been awarded a Short Term Incentive Award is eligible for an Annual Incentive Award but their Annual Incentive Award will be reduced by the amount due to them under their Short Term Incentive Award.

Transaction Incentive Awards: These will be awarded to Eligible Participants and the Award Triggers will be based on the Company completing a successful acquisition or disposal transaction (the “Transaction”) based on criteria determined by the remuneration committee. The maximum award payable in relation to a transaction will be in the range 1% to 2% of the Transaction value and be allocated amongst the Eligible Participants by the remuneration committee. Awards may be paid in cash and/or Company shares and if in Company shares based on the 30-day VWAP following the date the Company announces the Transaction. Corporate Event: In the event of a takeover or merger, general offer being made to shareholders, scheme of arrangement, member’s voluntary winding up, change of control or other similar corporate event (a “Corporate Event”), the Eligible Participant will be deemed to have met their Annual Incentive Award and/or Award Trigger unless determined otherwise by the Remuneration committee taking into account the Eligible Participants Annual Trigger and/or Award Trigger.”

ENDS

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