REG - Premier African Min. - Addendum to Notice of General Meeting

Premier African MineralsAnnouncement

12/07/2024 13:00

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RNS Number : 2663W  Premier African Minerals Limited  12 July 2024

12 July 2024

Premier African Minerals Limited

 

Addendum to Notice of General Meeting

Premier African Minerals Limited ("Premier" or the "Company"), announces an
addendum to the Notice of General Meeting dated 8 July 2024 convening a Geneal
Meeting ("Addendum") of the members of the Company at the Chesterfield Mayfair
Hotel, 35 Charles Street, London W1J 5EB, United Kingdom at 15:30 (BST) on 29
July 2024.

The Addendum with the supporting Form of Instruction and Form of Proxy are in
the process of being posted to shareholders and can also be accessed on the
Company's website:

https://www.premierafricanminerals.com/investors/circulars-and-notices
(https://www.premierafricanminerals.com/investors/circulars-and-notices)

Shareholders are encouraged to review the Explanatory Notes to the Addendum
which are set out further below in the following link and are strongly
encouraged to vote in either person or through the proxy of the Chairman of
the General Meeting.

 

http://www.rns-pdf.londonstockexchange.com/rns/2663W_1-2024-7-12.pdf
(http://www.rns-pdf.londonstockexchange.com/rns/2663W_1-2024-7-12.pdf)

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulations
(EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR").

 

The person who arranged the release of this announcement on behalf of the
Company was George Roach.

 

Enquiries:

 George Roach                        Premier African Minerals Limited    Tel: +27 (0) 100 201 281
 Michael Cornish / Roland Cornish    Beaumont Cornish Limited            Tel: +44 (0) 20 7628 3396

                                     (Nominated Adviser)
 Douglas Crippen                     CMC Markets UK Plc                  Tel: +44 (0) 20 3003 8632
 Toby Gibbs / Rachel Goldstein       Shore Capital Stockbrokers Limited  Tel: +44 (0) 20 7408 4090

 

EXPLANATORY NOTES TO RESOLUTION 2

Resolution 2: To approve for the period commencing four (4) months following
the date of this GM (Period), the disapplication of the pre-emption provisions
set out in Regulation 1.5 of the Company's articles of association in relation
to the issue of, or the grant of any right to subscribe for or convert any
security into, up to a further two billion (2,000,000,000) ordinary shares,
and to authorise the Directors of the Company to issue, or grant any right to
subscribe for or convert any security into, shares in accordance with the
provisions of this resolution, but so that the Company may make offers and
enter into, agreements during the Period which would, or might, require shares
to be allotted or rights to subscribe for, or convert other securities into
shares to be granted after the Period ends.

As reported on 28 June 2024 in Premier's Consolidated Financial Statements for
the year ending December 2023 ("Financial Statements"), Premier had engaged
China Zenith Capital Ltd ("Zenith") in 2021 to facilitate the placement of
3,000,000,000 shares with Canmax Technologies Co., Ltd. ("Canmax").
Subsequently Premier entered into an Offtake and Marketing agreement with
Canmax, whereby Canmax would prepurchase 143,000 tonnes of spodumene
concentrate that will be produced by the Group's Zulu mine. In 2024, it was
determined that Zenith was due a success fee of $1.35 million plus interest
and costs was due in relation to these arrangements and accordingly an amount
of $2.078 million was accrued in the Financial Statements.

Premier had previously committed to Zenith to utilise part of the pre-emptive
shares disapplied in the last Annual General Meeting held on 8 April 2024 to
settle this outstanding payment. However, the ongoing funding requirements for
the Zulu Lithium and Tantalum Project ("Zulu Lithium Project") and the
depreciation of the Company share price has meant that Premier has not to date
been able to attend to the settlement as agreed with Zenith.

Zenith have now notified the Company that unless settlement of the outstanding
fee is addressed as agreed, then Zenith intends to initiate legal action in an
attempt to force payment. Accordingly, Premier must now ensure it is able to
complete the settlement of the outstanding amounts due to Zenith without
further delay to protect the interests of its shareholders, the Company and
the Company's assets. To the extent that there are any unutilised shares from
the authority being granted under Resolution 2 following the full settlement
to Zenith, these remaining shares will be utilised for the ongoing funding
requirements for the Premier group, in particular the Zulu Lithium Project.

The Board considers that it is therefore of the utmost importance that
Shareholders vote in favour of this Resolution.

Notes to Editors:

Premier African Minerals Limited (AIM: PREM) is a multi-commodity mining and
natural resource development company focused on Southern Africa with its RHA
Tungsten and Zulu Lithium projects in Zimbabwe.

 

The Company has a diverse portfolio of projects, which include tungsten, rare
earth elements, lithium and tantalum in Zimbabwe and lithium and gold in
Mozambique, encompassing brownfield projects with near-term production
potential to grass-roots exploration. The Company has accepted a share offer
by Vortex Limited ("Vortex") for the exchange of Premier's entire 4.8%
interest in Circum Minerals Limited ("Circum"), the owners of the Danakil
Potash Project in Ethiopia, for a 13.1% interest in the enlarged share capital
of Vortex. Vortex has an interest of 36.7% in Circum.

 

In addition, the Company holds a 19% interest in MN Holdings Limited, the
operator of the Otjozondu Manganese Mining Project in Namibia.

 

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is
acting as nominated adviser to the Company in connection with this
announcement and will not regard any other person as its client and will not
be responsible to anyone else for providing the protections afforded to the
clients of Beaumont Cornish or for providing advice in relation to such
proposals. Beaumont Cornish has not authorised the contents of, or any part
of, this document and no liability whatsoever is accepted by Beaumont Cornish
for the accuracy of any information, or opinions contained in this document or
for the omission of any information. Beaumont Cornish as nominated adviser to
the Company owes certain responsibilities to the London Stock Exchange which
are not owed to the Company, the Directors, Shareholders, or any other person.

Ends

 

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