Share Option Grants

News Release 

Share Option Grants

26 November 2019: Ncondezi Energy Limited ("Ncondezi" or the "Company") (AIM: NCCL) Ncondezi Energy announces that on 26 November 2019, as part of the Company's management incentive scheme, the Company granted share options in respect of 7,833,332 shares in the Company to its Non-Executive Directors and Chief Executive Officer representing 2.4 per cent. of the issued share capital of the Company.

Following on from signing the Binding Joint Development Agreement with strategic partners on 22 July 2019, the directors believe that the Company has a clear path to de-risking the 300MW integrated coal fired power project in Tete, Mozambique (the "Power Project"). The Company's Remuneration Committee has agreed to the granting of new options to newly appointed CEO, Hanno Pengilly to further align him with the Company's key deliverables over the next 12 to 18 months. These include first draw down of capital into the Power Project from a strategic partner and achieving Financial Close ("FC") for the Power Project.

In addition, a number of options have been granted in lieu of deferred remuneration to directors.

The last options grant made by the Company was in April 2018.

Of the options granted, all of those granted to Hanno Pengilly (6,333,332 options representing 81% of the total options being awarded) are performance related and linked to delivery of specific milestones, with the balance in lieu of director remuneration.

New Share Options Granted

Of the total 7,833,332 options granted, 6,333,332 options (representing 81% of the total) have been granted to Chief Executive Officer, Hanno Pengilly, and will vest subject to achieving specific milestones. These are outlined in more detail below:

·; 3,166,666 options vest on the first draw down of capital from a strategic partner into the Ncondezi Power Project and are exercisable at a price of 6.5 pence per share;

·; 3,166,666 options vest on Ncondezi achieving financial close at the Ncondezi Power Project and are exercisable at a price of 6.5 pence per share.

In addition, 1,500,000 options have been awarded to two of the Company's Non-Executive Directors, Estevao Pale and Aman Sachdeva, in recognition of the work performed over the last 2 years without remuneration. The options awarded to Non-Executive Directors all vest on the date of grant with an exercise price of 6.5 pence per share (equivalent to the Company's last placing price).

The new share options represent 2.4% of the Company's current issued share capital, with milestone based options being granted representing 1.9% of the Company's current issued share capital.

The total number of options in issue is 31,930,854, including the new options granted, representing 9.8% of the Company's current issued share capital.

New Director's Options

Of the share awards set out above, the Company's Directors have been granted the following options:

Note:* options vest on first draw down of capital from a strategic partner into the Ncondezi Power Project** options vest on achieving financial close at the Ncondezi Power Project

Director's Options Summary

Following the issue of new options above, the Company's Directors options are as follows:

Note:* options vest on first draw down of capital from a strategic partner into the Ncondezi Power Project** options vest on achieving financial close at the Ncondezi Power Project

*** vested, subject to confirmation by the board***** options vest on reaching agreed form Power Purchase Agreement ("PPA") and Power Concession Agreement

****** options vest on upon entry into heads of terms or similar agreement in respect of a PPA with a credible offtaker

******* options vest on upon entry into definitive PPA with a credible offtaker

Enquiries

For further information please visit www.ncondezienergy.com or contact:

Note:

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation ("MAR"). Upon the publication of this announcement via Regulatory Information Service ("RIS"), this inside information is now considered to be in the public domain. If you have any queries on this, then please contact Hanno Pengilly, Chief Executive Officer of the Company (responsible for arranging release of this announcement) on +27 (0) 71 362 3566.

Ncondezi is an emerging African power development company which owns 100% of the 300MW Ncondezi Coal Power Project which is one of the most advanced power development projects in Mozambique. The project is strategically located in the Tete Province in northern Mozambique, a power generating hub that distributes power across the region. The Company is targeting delivery of first power onto the Mozambican grid by 2023 through a 25 year offtake agreement to meet existing demand.

Ncondezi has also entered the captive solar and battery storage sector through a proposed Joint Venture with GridX Africa Development, to develop, build and operate power solutions for the African Commercial and Industrial sector.