REG-Pan African Resources Plc: Update on proposed acquisition of  Emmerson Resources

Pan African ResourcesAnnouncement

08/05/2026 10:45

Pan African Resources PLC  (Incorporated and registered in England and Wales under the Companies Act 1985 with registered number 3937466 on 25 February 2000)  Share code on LSE: PAF  Share code on JSE: PAN  ISIN: GB0004300496  ADR ticker code: PAFRY  ("Pan African" or the "Company" or the "Group")  Pan African Resources Funding Company Limited  Incorporated in the Republic of South Africa with limited liability  Registration number: 2012/021237/06  Alpha code: PARI  

UPDATE ON PROPOSED ACQUISITION OF EMMERSON RESOURCES

Unless otherwise defined herein, capitalised words and terms contained in this
announcement shall bear the same meanings ascribed thereto in the announcement
published by Pan African on 9 March 2026 (                                    
      Announcement                                          ).

 
1.            Introduction
 

Shareholders are referred to the Announcement, in terms of which the Company
advised,                      inter alia                    , that it had
entered into a binding Scheme Implementation Deed (                     SID   
                ) with Emmerson Resources Limited (ASX:ERM) (                 
   Emmerson                    ) under which it is proposed that Pan African,
or its nominee, will acquire 100% of the issued shares in Emmerson by way of
an Australian Court approved scheme of arrangement (                    
Scheme                    ) in accordance with Part 5.1 of the Corporations
Act 2001 (Cth) (                     Proposed Acquisition                   
). Subsequently, on 21 April 2026, Pan African nominated Tennant Consolidated
Mining Group Pty Ltd (                     TCMG                    ), a wholly
owned subsidiary of Pan African to acquire Emmerson shares and entered into
deed of amendment, restatement and accession to give effect to TCMG acquiring
the Emmerson shares under the Scheme. Other than amendments necessary to give
effect to TCMG being the nominee acquiring the Emmerson shares under the
Scheme, the material terms and conditions of the SID and Scheme remain
unchanged.

 

Under the terms of the Scheme, Emmerson shareholders will be entitled to
receive 0.1493 new Pan African shares (in the form of ASX-listed Pan African
CHESS Depositary Interests (                     CDIs                    ))
for each Emmerson share held on the Record Date (as defined in the SID) (     
               Scheme Consideration                    ).

 

Furthermore, in conjunction with the Scheme, Pan African will seek to list on
the Australian Securities Exchange (                     ASX                  
 ) by way of a foreign exempt listing, providing Emmerson shareholders with
the ability to trade Pan African CDIs on the ASX. Pan African's shares will
continue to trade, as a dual primary issuer, on the London Stock Exchange and
Johannesburg Stock Exchange following the proposed ASX listing.

 

As mentioned in the Announcement, the Proposed Acquisition constitutes a
category 2 transaction in terms of the JSE Listings Requirements for Pan
African and accordingly Pan African shareholder approval is not required, nor
is any other action required by Pan African shareholders prior to its
implementation. Implementation of the Proposed Acquisition however remains
subject to certain conditions precedent, including approval of at least 75% of
all votes cast by Emmerson shareholders, as well as a majority by number of
all Emmerson shareholders present and voting (in person or by proxy) on the
Scheme, at a meeting of Emmerson shareholders to be convened to consider the
Scheme (                     Scheme Meeting                    ).

 
1.            Emmerson Scheme Booklet
 

Shareholders are advised that Emmerson has, today, registered its Scheme
Booklet with the Australian Securities and Investments Commission (           
         ASIC                    ), and the Scheme Booklet will be sent to
Emmerson shareholders following the receipt of orders from the Supreme Court
of Western Australia on 8 May 2026 to despatch the Scheme Booklet and convene
the Scheme Meeting to conduct a vote. The Court has also ordered that a second
court hearing, should the Emmerson shareholders approve the Scheme, will take
place on 19 June 2026, to approve the Scheme. The Scheme Booklet contains,    
                 inter alia                    , the full terms and conditions
of the Scheme and information pertaining to Emmerson, Pan African and the
enlarged group, being Pan African and its subsidiaries, including the Emmerson
group, following implementation of the Scheme (                     Enlarged
Group                    ),. A copy of the Scheme Booklet is available on
Emmerson's website                                 
www.emmersonresources.com.au                               .

 

For more information on the Scheme/Proposed Acquisition and information
regarding,                      inter alia                    , the Enlarged
Group please refer to the Announcement and the Scheme Booklet.

 

 

 
1.            Enlarged Group                        Pro-Forma                 
     Information
 

As mentioned above, the Scheme Booklet contains information pertaining to
Enlarged Group, including the                      pro-forma                  
  historical statement of financial position of the Enlarged Group as at 31
December 2025 (                     Enlarged Group                            
                        Pro-Forma                                          
Financial Information                    ).            

 

The Enlarged Group                      Pro-Forma                    
Financial Information has been prepared in order to give an indication of the
financial position of the Enlarged Group as if the Proposed Acquisition had
been implemented as at 31                     December                    
2025.

 

The Enlarged Group                      Pro-Forma                    
Financial Information has been prepared for illustrative purposes only and
because of its nature, it may not fairly present the financial position of the
Enlarged Group if it had operated on a combined basis as at that date. It is
likely this information will differ from the actual financial information of
the Enlarged Group. The Enlarged Group                      Pro-Forma         
           Financial Information does not give effect to the potential impact
of current financial conditions or any anticipated revenue enhancements, cost
savings or operating synergies that may result from the implementation of the
Proposed Acquisition and the integration of the two entities.

 

The Enlarged Group                      Pro-Forma                    
Financial Information has been prepared by the management of Pan African with
input from the management of Emmerson and is the responsibility of the Pan
African Board. The Enlarged Group                      Pro-Forma              
      Financial Information has not been reviewed nor audited by Pan African's
auditors.

 

The Enlarged Group                      Pro-Forma                    
Financial Information has been prepared in accordance with IFRS® Accounting
Standards as issued by the International Accounting Standards Board, the Guide
on                      Pro forma                     Financial Information
issued by the South African Institute of Chartered Accountants and the JSE
Listings Requirements and in a manner consistent with Pan African's accounting
policies applied by Pan African in preparing the unaudited interim financial
statements for the half-year ended 31 December 2025 and Pan African's audited
annual financial statements for year ended 30 June 2025.

 

The actual adjustments to Pan African's financial statements will depend upon
a number of factors and additional information that will be available on or
after the implementation of the Proposed Acquisition. Accordingly, the actual
adjustments that will appear in the Pan African Group's financial statements
will differ from these                      pro forma                    
adjustments, and those differences could impact the Enlarged Group Pro-Forma
Financial Information. For instance, the actual value of the consideration for
the Proposed Acquisition of will be measured based upon the value of the new
Pan African Shares at close of trading on the Implementation Date. A number of
factors may impact the actual financial position of the Enlarged Group,
including but not limited to: (i) successful implementation of the Scheme and
ultimate timing of that implementation; (ii) differences between the estimated
amount of transaction costs and the amount ultimately incurred; and (iii)
changes in the Pan African Share price as the Scheme Consideration will be
calculated on the day the Scheme is implemented.

 

The table below provides the                      pro forma                   
 financial effects of the Proposed Transaction on the net asset value per Pan
African Share and tangible net asset value per Pan African Share as at 31
December 2025, which is derived from the Enlarged Group                     
Pro-Forma                     Financial Information contained in the Scheme
Booklet.

 

                                                                  Pan African    Enlarged Group  Percentage change  
                                                                  31 Dec 2025    31 Dec 2025                        
                                                                  Reported  1    Pro forma   2                      
 Net asset value per share  3  (US$ cents)                        33.90          43.51           28.35%             
 Tangible net asset value per share  4  (US$ cents)               27.39          25.48           (6.97%)            
 Pan African ordinary shares in issue                             2,333,671,529  2,436,912,099                      
 Treasury shares  4                                               (306,358,058)  (306,358,058)                      
 Pan African ordinary shares in issue, excluding treasury shares  2,027,313,471  2,130,557,041                      

Notes:

 
1.            The financial information included in the column has been
derived from Pan African's unaudited condensed consolidated interim financial
results for the six months ended 31 December 2025 (Pan African's Interim
Results) as published on 18 February 2026.           
2.            The financial information included in the column reflects the
financial information derived from Pan African's Interim Results, adjusted for
the Proposed Acquisition, including the issue of 103,240,570 Pan African
Shares, as consideration, to Emmerson shareholders at an implied issue price
of US$2.27 (using the closing price of Pan African Shares (£1.68 per Pan
African Share) on the LSE on 17                       April                 
     2026) per Pan African Share, resulting in total deemed consideration of
approximately US$234.2 million. Further information regarding the adjustments
is included in section 7.8 of the Scheme Booklet.           
3.            Net asset value per share is determined as total assets
(non-current assets plus current assets) less total liabilities (non-current
liabilities plus current liabilities), divided by the total number of Pan
African Shares in issue, excluding treasury shares.           
4.            For IFRS purposes only, the 306,358,058 Pan African shares held
by PAR Gold Proprietary Limited are treated as treasury shares.           
5.            Tangible net asset value per Share is determined as net asset
value less goodwill and other intangible assets (such as mineral rights and
exploration assets), divided by the total number of Pan African Shares in
issue, excluding treasury shares.
 

Pan African shareholders are referred to section 7.8 of the Scheme Booklet for
more information.

 
1.            Indicative timetable
 

The Scheme Meeting of Emmerson shareholders to approve the Scheme will be held
on Monday, 15                     June                     2026. Subject to
the conditions of the Scheme being satisfied, or waived (as permitted), the
Scheme is expected to be implemented in accordance with the following
indicative timetable:

 

 Event                Indicative Dates*        
 Scheme Meeting       Monday, 15 June 2026     
 Second Court Date    Friday, 19 June 2026     
 Effective Date       Monday, 22 June 2026     
 Scheme Record Date   Wednesday, 24 June 2026  
 Implementation Date  Wednesday, 1 July 2026   

*All stated dates are indicative only and subject to change. Any changes to
the above timetable will be announced and will be available under Pan
African's and Emmerson's profiles on their relevant exchanges.

 

Rosebank

 ·  2026

For further information on Pan African, please visit the Company's website at

www.panafricanresources.com

 

 Corporate information                                                                                                                                                                                                                                                                                                               
 Corporate Office   The Firs Building  2nd Floor, Office 204  Corner Cradock and Biermann Avenues  Rosebank, Johannesburg  South Africa  Office: + 27 (0)11 243 2900   info@paf.co.za  Registered Office   107 Cheapside, 2 nd Floor  London, EC2V 6DN  United Kingdom  Office: + 44 (0)20 3869 0706     jane.kirton@corpserv.co.uk  
 Chief Executive Officer     Cobus Loots   Office: + 27 (0)11 243 2900                                                                                                                 Financial Director and debt officer   Marileen Kok  Office: + 27 (0)11 243 2900                                                               
 Head: Investor Relations   Hethen Hira                                                                                                                                                Website:  www.panafricanresources.com                                                                                                         
  Tel: + 27 (0)11 243 2900                                                                                                                                                                                                                                                                                                           
  E-mail:  hhira@paf.co.za                                                                                                                                                                                                                                                                                                           
 Company Secretary   Jane Kirton   St James's Corporate Services Limited   Office: + 44 (0)20 3869 0706                                                                                Joint Broker   Ross Allister/Georgia Langoulant   Peel Hunt LLP   Office: +44 (0)20 7418 8900                                                 
 JSE Sponsor & JSE Debt Sponsor   Ciska Kloppers   Questco Corporate Advisory Proprietary Limited   Office: + 27 (0) 63 482 3802                                                       Joint Broker   Thomas Rider/Nick Macann   BMO Capital Markets Limited   Office: +44 (0)20 7236 1010                                           
                                                                                                                                                                                       Joint Broker   Matthew Armitt/Jennifer Lee   Joh. Berenberg, Gossler & Co KG (Berenberg)   Office: +44 (0)20 3207 7800                        

 



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