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
Pan African to acquire Emmerson Resources
Pan African Resources PLC (LSE:PAF; JSE:PAN) ( Pan African
or the Company )
is pleased to announce that it has entered into a binding Scheme
Implementation Deed ( SID ) with
Emmerson Resources Limited (ASX:ERM) ( Emmerson
) under which it is proposed that Pan African 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 ) ( Corporations Act
).
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 ). Based on Pan
African’s last closing price of £1.58 per share on 6 March 2026, the Scheme
Consideration implies a fully-diluted equity value for Emmerson of ~£163
million (~A$311 million at an exchange rate of: £:A$ of 1.908) (based on
691,497,457 fully diluted shares on issue in Emmerson, including 653,997,457
fully paid ordinary shares, 29,500,000 options and 8,000,000 performance
rights). Under Australian law, the
Scheme requires the 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 ).
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. For the
avoidance of doubt, the ASX listing will have no effect on Pan African’s
primary listings on the London Stock Exchange and Johannesburg Stock Exchange,
including its compliance with the relevant Listings Requirements.
Pan African will host a live presentation and webcast for analysts and
investors at 12:00pm SAST / 10:00am GMT on Tuesday, 10 March 2026.
Transaction highlights
* Logical consolidation of the Tennant Creek joint venture (75% Pan
African / 25% Emmerson), which compliments Pan African’s existing investment
in the joint venture and its 100%-owned assets in the region.
* Pan African will apply for a foreign exempt listing on the ASX
with Emmerson shareholders to receive Pan African CDIs as Scheme
Consideration, tradable on the ASX.
* The Emmerson board of directors ( Emmerson
Board ) has unanimously recommended that Emmerson
shareholders vote in favour of the Scheme, in the absence of a Superior
Proposal and subject to an independent expert concluding (and continuing to
conclude) that the Scheme is in the best interests of Emmerson shareholders. A
Superior Proposal is defined in the SID, but (in broad terms) is a competing
proposal which would, if completed substantially in accordance with its terms,
be deemed more favourable to Emmerson shareholders (as a whole) than the
Scheme.
* Emmerson shareholders, Noontide Investments Limited (
Noontide ) which currently holds and/or
controls the votes in relation to 124,998,683 Emmerson shares (representing
~19.1% of the total number of Emmerson shares on issue) and TA Private Capital
Security Agent Ltd ( TA Private ),
which has confirmed its intention to vote 45,000,000 Emmerson shares
(representing ~6.9% of the total number of Emmerson shares on issue) (who
collectively intend to vote ~26.0% of Emmerson’s shares in favour of the
Scheme), have confirmed to the Emmerson Board that they intend to vote those
Emmerson shares in favour of the Scheme, in the absence of a Superior Proposal
to acquire 100% of the issued capital of Emmerson emerging and subject to the
independent expert concluding and continuing to conclude that the Scheme is in
the best interests of Emmerson shareholders. * Noontide
has confirmed its intention to vote those Emmerson shares it currently holds
and any Emmerson shares it acquires in the future in favour of the Scheme.
Noontide has reserved the right to dispose of Emmerson shares prior to the
Scheme Meeting on market to satisfy fund redemptions or for portfolio
management purposes, subject to retaining a 10% shareholding in Emmerson at
the date of the Scheme Meeting assuming no changes in the issued capital of
Emmerson and no delay to the announced timetable for the Scheme.
* TA Private currently holds and/or controls the votes in
relation to 46,718,295 Emmerson shares (representing ~7.1% of the total number
of Emmerson shares on issue). The remaining 1,718,295 Emmerson shares not
subject to TA Private's voting intention may be disposed of for capital
management and redemption purposes.
* The Scheme is subject to customary and other conditions,
including approval by Emmerson shareholders by the requisite majority at the
Scheme Meeting which is expected to be held in mid-late June 2026.
Commenting on the Scheme, Pan African’s Executive Director and CEO, Cobus
Loots, said:
“This transaction represents the logical next step since acquiring the
Tennant Consolidated Mining Group (
TCMG ) in 2024 and
consolidates our position in the prospective Tennant Creek mineral field, a
district with significant long-term potential.
Emmerson has been a valued joint venture partner since establishing the
Tennant Creek Joint Venture in 2020, and together we have made progress
advancing the Tennant Creek Joint Venture assets. Bringing the assets under
single ownership allows us to optimise project sequencing and capital
allocation across the region, maximising value for all shareholders.
For Pan African shareholders, this transaction delivers 100%-ownership of a
strategic asset, consolidating Pan African’s existing Tennant Creek asset
portfolio. This transaction effectively facilitates economies of scale by
eliminating the complexity of joint venture arrangements, and positions Pan
African to capture the full value of Tennant Creek through consolidation.
Pan African has a proven track record of successful project development and
operation across our portfolio of assets in South Africa and Australia. We are
confident we have the technical expertise, operational capability and
financial strength to unlock the full potential of Tennant Creek.
As part of the Scheme, Pan African will also undertake an ASX listing,
reflecting our long-term commitment to the Australian market. We look forward
to welcoming Emmerson shareholders to Pan African and working together to
deliver on the exciting growth opportunities ahead.”
Emmerson’s Non-Executive Chairman, Mark Connelly, added:
“Having carefully considered the merits of the Scheme, the Emmerson Board
has unanimously concluded that the Scheme is in the best interests of Emmerson
shareholders.
The Scheme delivers Emmerson shareholders an immediate and attractive premium
to recent trading levels, while also providing continued exposure to Tennant
Creek as part of a larger, well-funded gold producer with a strong track
record of delivering strong production growth and returning capital to
shareholders. Furthermore, by consolidating ownership of the Tennant Creek
Joint Venture, Emmerson and Pan African are fully aligned in the development
of Tennant Creek, ensuring that operations are optimised and sequenced in a
manner that best maximises value for both companies’ shareholders.
Having worked closely with the Pan African team, Emmerson’s Board and
management are fully confident in their ability to continue building on the
significant platform already established at Tennant Creek. On a personal
level, I am looking forward to joining the Pan African board of directors (
Pan African Board
) as a Non-Executive Director upon completion of the Scheme
and continuing to contribute to the enlarged group.”
Overview of the Scheme
Under the terms of the Scheme, Pan African will acquire 100% of the issued
shares in Emmerson at a fixed exchange ratio of 0.1493 new Pan African shares
(in the form of Pan African CDIs) for each Emmerson share. The new Pan African
shares to be issued pursuant to the Scheme will be credited as fully paid at
£1.58 per share.
Based on Pan African’s last closing price of £1.58 per share on 6 March
2026, the Scheme Consideration implies a fully-diluted equity value for
Emmerson of ~£163 million (~A311 million at an exchange rate of: £:A$ of
1.908) (based on 691,497,457 fully diluted shares on issue in Emmerson,
including 653,997,457 fully paid ordinary shares, 29,500,000 options and
8,000,000 performance rights) and represents a:
* 36.4% premium to Emmerson’s last closing price of A$0.330 per
share on 6 March 2026; and
* 42.7% premium to Emmerson’s 30-day volume weighted average
price of A$0.315 per share up to and including 6 March 2026.
Upon implementation of the Scheme, Emmerson shareholders will collectively
hold no more than ~4.2% of all issued Pan African shares (assuming ~103
million new Pan African CDIs are issued to Emmerson shareholders under the
Scheme and based on Emmerson’s fully diluted share capital of 691,497,457
(which assumes vesting and exercise of Emmerson’s 29,500,000 options and
8,000,000 performance rights pursuant to the terms of the SID) and
2,333,671,529 Pan African ordinary shares currently outstanding). Emmerson’s
Chairman, Mr Mark Connelly, will be appointed to the Board of Pan African as a
Non-Executive Director upon successful implementation of the Scheme, subject
to completing customary director appointment requirements in the UK and
pursuant to the JSE Listings Requirements. Further information about Mr
Connelly will be provided in due course, subject to those same qualifications.
The Scheme is subject to certain conditions, including:
* An independent expert concluding (and continuing to conclude)
that the Scheme is in the best interests of Emmerson shareholders;
* Approval of Emmerson shareholders at a Scheme Meeting. For the
Scheme to proceed, the resolutions at the Scheme Meeting must be approved by
at least 75% of all votes cast by Emmerson shareholders and a majority by
number of all Emmerson shareholders present and voting (in person or by proxy)
at the Scheme Meeting;
* Approval of Pan African’s foreign exempt listing on ASX and the
quotation of Pan African’s CDIs to be issued as Scheme Consideration on ASX,
as well as the LSE and JSE not providing notification that they will not list
the new Pan African Shares the subject of those CDIs;
* Requisite Court approvals;
* Receipt of all requisite regulatory approvals, relief or waivers
to affect the Scheme;
* No material adverse change, prescribed occurrence or specified
regulated events occurring in respect of Emmerson and no material adverse
change occurring in respect of Pan African; and
* other customary conditions for a transaction of this nature.
The SID contains customary deal protection and exclusivity obligations,
including "no shop”, “no talk" and “no due diligence” restrictions,
notification obligations and a regime giving Pan African matching rights in
the event any Superior Proposal emerges for Emmerson. The “no talk” and
“no due diligence” restrictions are subject to customary fiduciary
exceptions. Further details of such provisions can be found in clause 12 of
the SID, a copy of which can be found at
www.panafricanresources.com/investors/investor-resources-hub/.
The SID also details circumstances under which Emmerson may be required to pay
a reimbursement fee, in cash, to Pan African, equal to 1.0% of Emmerson’s
fully diluted equity value.
Emmerson’s options and performance rights (to the extent they remain on
issue) are required to be vested and exercised in connection with the Scheme,
with the resulting Emmerson shares issued on exercise to be subject to the
Scheme.
Full details of the terms and conditions of the Scheme are set out in the SID,
a copy of which can be found at
www.panafricanresources.com/investors/investor-resources-hub/.
Strategic rationale
The Scheme is expected to deliver significant value for both Pan African and
Emmerson shareholders.
Benefits to Pan African shareholders include:
Consolidates 100% ownership of the Tennant
Creek Joint Venture tenements, enabling full alignment of interests and
eliminating joint venture complexities by streamlining decision making for
capital allocation and development priorities;
Enables Pan African to leverage its
operational expertise and strong balance sheet to accelerate value creation
across the entire Tennant Creek tenement package;
Enhanced project economics through
recoupment of the penalty payment due to Emmerson and elimination of
production royalty payments to Emmerson (scheduled to start in 2026);
Expands Pan African’s position as the
dominant landholder in the Tennant Creek gold district, and adds valuable
Mineral Resource ounces and highly prospective exploration targets;
Longer-term opportunities for
strategically aligned inorganic growth to further leverage existing assets and
infrastructure; and
Transaction structure preserves Pan
African's strong balance sheet and ensures it remains well capitalised to fund
both existing operations and future Tennant Creek development.
Benefits to Emmerson shareholders include:
An immediate and attractive premium to
recent historical trading prices;
Continued exposure to Tennant Creek with
scope for substantial synergies and cost savings, including removal of the
joint venture arrangement, opportunities to optimise the consolidated asset
base and maximise value;
Access to significant upside from Pan
African’s 100%-owned copper and gold projects, with planned growth of its
existing gold project and the development of its copper gold project at
Warrego;
Accelerated and de-risked development of
asset portfolio, particularly White Devil, leveraging Pan African’s proven
technical and development expertise, strong balance sheet and cashflow
generation;
Exposure to an attractive, larger and more
diversified, high-margin gold portfolio with >275koz of gold production
targeted in FY26 and a large Mineral Resource base of ~42.9Moz Au (576.9Mt @
2.3g/t Au) underpinning long-life operations;
Exposure to Pan African's strong cash flow
generation and established dividend policy;
Enhanced market positioning, increased
liquidity, and improved access to capital markets via Pan African’s larger
market capitalisation, mid-tier producer status, and potential inclusion in
relevant gold indices; and
Potential capital gains tax rollover relief
via the receipt of Pan African shares in form of CDIs.
ASX listing
In connection with the Scheme, Pan African will apply for a foreign exempt
secondary listing on the ASX. Accordingly, upon implementation of the Scheme,
Emmerson shareholders will receive the Scheme Consideration in the form of Pan
African CDIs, which allows Emmerson shareholders to trade Pan African shares
via CDIs on the ASX. Pan African's shares will also continue to trade, as a
dual primary issuer, on the London Stock Exchange and Johannesburg Stock
Exchange. Pan African’s ordinary shares are also traded on the A2X Market
exchange and in the United States of America through a Sponsored Level-1
American Depositary Receipt (ADR) programme.
The listing on the ASX is intended to provide the following benefits:
* Enhances Pan African’s capital markets profile with the ASX
being a natural listing venue as Pan African continues to grow its presence in
Australia;
* Helps facilitate greater equity research coverage and
institutional ownership in Pan African, supporting additional liquidity and
interest in Pan African shares;
* Provides access to further deep pools of capital from
mining-focused investors who can support Pan African in achieving its
longer-term growth ambitions; and
* Creates greater flexibility for Pan African to pursue its growth
strategy in Australia, in particular through asset and corporate investments
and transactions.
Implementation of the Scheme is conditional upon, amongst other things, Pan
African’s application for a foreign exempt listing being approved by ASX on
conditions acceptable to PAR (acting reasonably). The proposed foreign exempt
listing of Pan African on ASX is conditional on the Scheme proceeding.
Overview of Emmerson and the Tennant Creek Joint Venture
Emmerson (ASX: ERM) is an ASX Listed explorer focused on gold and critical
metal deposits in the Tennant Creek region of the Northern Territory and the
Macquarie Arc in NSW. As at 31 December 2025, Emmerson had cash and
equivalents of ~A$6.4 million and no debt.
Tennant Creek Joint Venture
In relation to the Tennant Creek Mineral Field, Pan African and Emmerson are
joint venture partners in the Tennant Creek Project which consists of a number
of gold deposits (White Devil, Chariot, TC8, Mauretania, Eldorado and Golden
Forty) and an ~1,800km 2 tenement package. The joint
venture was established in 2020 and required TCMG (a wholly-owned subsidiary
of Pan African) to expend ~A$10.5 million in exploration expenditure over a
five (5) year period. Following the completion of the exploration earn-in
phase of the Tennant Creek Joint Venture Project on 15 September 2025, the
Exploration Joint Venture commenced with Exploration Joint Venture interests
held 75% TCMG and 25% Emmerson.
With completion of the earn-in, the joint venture now consists of an
Exploration Joint Venture ( EEJV ) and
Small Mining Joint Venture ( SMJV ),
with the mining and processing within the SMJV areas undertaken by TCMG in
return for Emmerson receiving a free carried, uncapped 6% gross royalty on
production.
Under the terms of the SMJV, Emmerson will receive a minimum production
royalty of 6% of 60,000oz of gold production, or the equivalent cash payment
of any shortfall at the expiration of the five year earn-in period. Pan
African completed construction of its 100% owned Nobles CIL gold processing
facility and achieved commercial gold production in May 2025, and has to-date
focused on its 100% owned tenure for sourcing material to process given the
strong gold price environment and, assuming the Scheme is not implemented,
expects to pay a shortfall payment to Emmerson in mid-2026.
Under the EEJV, Emmerson can, subject to a number of provisions in the
agreements, retain a contributing 40% equity interest in any Major Mine
discovery within the joint venture area (Major Mine discovery is defined as
>250,000oz gold) under a yet to be documented Major Mine Joint Venture (
MMJV ). Similarly, Emmerson can elect to
either maintain its equity position in the project by contributing 25% or be
free carried at 10% to completion of a Definitive Feasibility Study (DFS).
Additionally, while Emmerson is contributing, Emmerson could claw back 15% and
re-establish its interest at 40% in the MMJV, subject to several clawback
provisions. At the date of this announcement no MMJV has been formed.
Furthermore, there is currently no agreement in place in relation to the terms
on which Emmerson’s share of MMJV material would be able to be processed
through the Nobles CIL gold processing facility.
As at the date of this announcement, the joint venture has a total JORC
Mineral Resource estimate of 7Mt grading 4.4g/t for ~992koz Au (quoted on 100%
basis) and a total JORC Ore Reserve estimate of 1.1Mt grading 5.8g/t for
~200koz Au (quoted on 100% basis) (refer to the Competent Person statement at
the back of this announcement).
Indicative timetable
The Scheme Meeting of Emmerson shareholders to approve the Scheme is expected
to be held in mid-late June 2026. Subject to the conditions of the Scheme
being satisfied, or waived (as permitted), the Scheme is expected to be
implemented in early-mid July 2026, at which time Emmerson shareholders would
be entitled to receive their Pan African CDIs.
An indicative timetable is set out below:
Event Indicative Dates
Announcement of Scheme 9 March 2026
Lodge Scheme Booklet with ASIC for review Early May - mid May 2026
First Court Date Late May - early June 2026
Scheme Booklet registered by ASIC and released on ASX Late May - early June 2026
Despatch Scheme Booklet to Emmerson Shareholders Late May - early June 2026
Scheme Meeting Late May - early June 2026
Second Court Date Early – mid July 2026
Effective Date Early – mid July 2026
Scheme Record Date Late July 2026
Implementation Date Late July 2026
All stated dates and times 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.
The Pan African Board will keep the market informed of any material
developments relating to the Scheme in accordance with its continuous
disclosure requirements.
Advisers
Pan African has appointed Barrenjoey and Canaccord Genuity (Australia) Limited
as its Australian financial advisers, Peel Hunt LLP as its UK financial
adviser and Corrs Chambers Westgarth and Druces LLP as its Australian and UK
legal advisers respectively in relation to the Scheme.
This announcement has been approved by the Pan African Board and authorised
for release by Pan African's Chief Executive Officer, Cobus Loots.
Cautionary Statements and Disclaimer
There can be no certainty that the Scheme will become effective in accordance
with its terms.
Cautionary note regarding forward looking statements
This announcement contains certain statements which are, or may be deemed to
be, forward looking statements with respect to the financial condition,
results of operations and business of Emmerson or the Emmerson Group and Pan
African, or the PAR Group and certain plans and objectives of the Emmerson
Directors and the PAR Directors. These forward looking statements can be
identified by the fact that they do not relate to historical or current facts.
Forward looking statements often use words such as "anticipate", "target",
"expect", "estimate", "intend", "plan", "goal", "believe", "will", "may",
"should", "would", "could" or other words of similar meaning. These statements
are based on assumptions and assessments made by the Emmerson Directors, PAR
and the PAR Directors in the light of their experience and their perception of
historical trends, current conditions, expected future developments and other
factors they believe appropriate. By their nature, forward looking statements
involve risk and uncertainty and the factors described in the context of such
forward looking statements in this announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward looking statements.
Should one or more of these risks or uncertainties materialise, or should
underlying assumptions prove incorrect, actual results may vary materially
from those described in this announcement. Except as required by the FCA, the
London Stock Exchange, the UKLR, or any other applicable law and/or
regulation, Emmerson, PAR assume no obligation to update or correct the
information contained in this announcement.
If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
Competent Person
The competent person for Pan African, Hendrik Pretorius, the executive for
technical services and new business, signs off the Mineral Resources and
Mineral Reserves for the Group. He is a member of the South African Council
for Natural Scientific Professions (SACNASP 400051/11 – Management
Enterprise Building, Mark Shuttleworth Street, Innovation Hub, Pretoria,
Gauteng Province, South Africa), as well as a fellow in good standing of the
Geological Society of South Africa (GSSA – CSIR Mining Precinct, Corner
Rustenburg and Carlow Roads, Melville, Gauteng Province, South Africa).
Hendrik has 23 years' experience in economic geology, mineral resource
management (MRM) and mining (surface mining and shallow to ultra-deep
underground mining). He is based at The Firs Office Building, 2nd Floor,
Office 204, Corner Cradock and Biermann Avenues, Rosebank, Johannesburg, South
Africa. He holds a BSc (Hons) degree in Geology from the University of
Johannesburg as well as a Graduate Diploma in Mining Engineering from the
University of the Witwatersrand. Hendrik has reviewed, and approved, in
writing the information contained in this announcement as it pertains to
Mineral Resources and Mineral Reserves.
Financial Information
The value of the net assets of Emmerson as at 30 June 2025 were A$7.2 million
and the total comprehensive loss for the year ended 30 June 2025 was A$2.4
million. The financial information of Emmerson has been extracted from the
published audited financial report for the year ended 30 June 2025, which were
prepared in accordance with International Financial Reporting Standards (IFRS)
as issued by the International Accounting Standards Board. This information
has not been reviewed or reported on by Pan African’s auditors.
Categorisation in terms of the JSE Listings Requirements
The proposed transaction constitutes a category 2 transaction in terms of the
JSE Listings Requirements and accordingly Pan African shareholder approval is
not required. Pursuant to the implementation of the proposed transaction, the
Company will ensure that the provisions of Emmerson’s documents of
incorporation do not frustrate the Company in any way from compliance with its
obligations in terms of the JSE Listings Requirements.
Rosebank
9 March 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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