REG - Premier African Min. - Notice of AGM

Premier African MineralsAnnouncement

19/05/2025 17:15

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RNS Number : 2793J  Premier African Minerals Limited  19 May 2025

19 May 2025

Premier African Minerals Limited

 

Notice of Annual General Meeting

 

Premier African Minerals Limited ("Premier" or the "Company") announces that
it will be holding the 2025 Annual General Meeting ("AGM") at the Croft, 87
Main Road, Blue Hills, 1685, South Africa at 15:30 (BST) on 5 June 2025.

 

The Notice of AGM ("Notice") with both the Form of Instruction and Form of
Proxy are in process of being posted to shareholders and is also available
together with this announcement for download on the Company's website:

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

Shareholders are strongly encouraged to review the Explanatory Notes to the
resolutions that is being proposed at the AGM as set out in Appendix 1 and
reproduced without amendment in the Appendix to this announcement, and are
strongly encouraged to vote in either person or through the proxy of the
Chairman of the meeting.

 

Webinar

The Company will also stream the AGM by a webinar that will allow direct
access to the meeting from any internet linked computer or smart device.
Shareholders can download via the link that will be provided two days before
the meeting on Premier webpage.

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/ Harry Davies-Ball       Shore Capital Stockbrokers Limited  Tel: +44 (0) 20 7408 4090
 Andrew Monk / Andrew Raca           VSA Capital                         Tel: +44 (0)20 3005 5000

 

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.

 

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.

 

APPENDIX

Resolution 1 is proposed as ordinary resolution. This means that for the
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.

Resolution 2-4 is proposed as a special resolution. This means that in order
to have this resolution passed, in excess of three fourths of the votes cast
must be in favour of the resolution.

Resolution 1: To reappoint Wolfgang Hampel, who is retiring by rotation, as a
director.

An ordinary resolution will be proposed to reappoint Wolfgang Hampel who is
retiring by rotation in accordance with the Articles and, being eligible,
offers himself for reappointment as a director of the Company.

Resolution 2: To approve for the period commencing twenty four (24) months
following the date of this AGM ("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 twenty seven billion
(27,000,000,000) 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.

Summary

On 1 April 2025, Premier and Canmax Technologies Co., Ltd ("Canmax") reached
agreement on a further amendment to the restated Offtake and Prepayment
Agreement in respect of the Zulu Lithium and Tantalum Project ("Addendum to
Offtake and Prepayment Agreement"). The Restated Offtake and Prepayment
Agreement which the Parties had previously agreed in August 2023 and furthered
amended in December 2024 remains the same, save that that the Parties agreed
to conditionally extend the Long Stop Date from 1 April 2025 to the sooner of
either 31 December 2025 or a signed agreement from a reputable buyer
acceptable to Canmax that will settle and/or manage Canmax's Prepayment Amount
plus interest on terms to be agreed by Canmax.

Premier entered into a non-binding letter of interest on the 23 April 2025
regarding the possible purchase of spodumene concentrate and repayment and/or
management of the prepayment amount plus interest owed in respect of the Zulu
Lithium and Tantalum Project ("Letter"). Premier further has agreed with
Canmax Technologies Co., Ltd to use its best endeavours within a three-month
period to have the Letter issued as a binding agreement subject to
pre-conditions inter alia that the plant achieves the required grade and
tonnage ("Plant Deliverables").

If Premier is able to meet the Plant Deliverables it is essential that the
Company seek further approval for the disapplication of suck number of shares
to allow the Company to meet certain immediately due payments and to complete
the commissioning and optimisation of both the Primary Flotation Plant and
Secondary Flotation Plant. The essential utilisation of funds broken down into
the following essential categories:

 Category                                                                       Total
 Suppliers with a Payment Arrangement                                           $     3,373,569.88
 Balance of cost of Zulu Secondary Flotation Plant                              $        500,000.00
 Costs associated with plant readiness and test running. Reagent assessments.   $        885,122.99
 Zulu and Group Staff payment (acquiring from July 2024)                        $        696,016.14
 Premier Suppliers without payment arrangements but considered urgent           $        598,757.12
 Premier Suppliers without payment arrangements but less urgent                 $        126,578.01
 Critical Suppliers for Ongoing Operations at Zulu                              $        385,474.94
 Zulu Long Outstanding                                                          $        660,949.44
 Payroll and Statutory Deduction balances                                       $     1,127,306.48
 Normal operation costs                                                         $     1,651,774.72
 Contingency                                                                    $        431,310.00

 Total                                                                          $   10,436,859.72

 

This proposed use of funds includes a test run period and allows for the
balance of the purchase of a Secondary Flotation Plant. However, the budget
does not deal with operating costs under normal production, after installation
and commissioning of the Enprotech inserts that have been paid for and the
secondary spodumene float plant. It is also noted that the payment
arrangements do not call for immediate payment of the amounts set out above
and no revenue allowance has been contemplated.

Similarly, the prospect of non-dilutive finance options remains when the plant
is fully commissioned and operating to design specifications.

Resolution 3: Conditional on the approval of Resolution 2, the approval for a
period commencing twelve (12) months following the date of this AGM
("Conversion 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 ten billion (10,000,000,000) ordinary shares,
and to authorise the Directors of the Company to issue such number of shares
in favour of Canmax in accordance with their conversion rights as notified on
24 December 2024.

The Addendum to Offtake and Prepayment Agreement allowed Canmax a right to
participate in Premier fund raisings to enable them to maintain their original
investment percentage in the Company of 13.38%. To this extent, Canmax, at its
absolute discretion, will have the right to receive partial repayment of
interest owed by the issuance of new ordinary shares from this resolution in
the Company, such that Canmax would hold 13.38% of the shares in issue of the
Company on a fully diluted basis immediately following a funding.

To the extent that these share authorities are not required, the Company will
not utilise these shares for any other purpose and the approvals will lapse.

Resolution 4: That, the issued ordinary shares of no par value each in the
capital of the Company ("Existing Ordinary Shares") be and are hereby
consolidated into new ordinary shares of no par value each in the capital of
the Company ("New Ordinary Shares") on the basis of one New Ordinary Share for
every 10 Existing Ordinary Shares held prior to the passing of this
Resolution, having the same rights and being subject to the same restrictions
as the Existing Ordinary Shares.

Background

The Company currently has 50,967,629,048 Existing Ordinary Shares in issue.
The Board recognises that this number is considerably larger than that of
similar sized companies on AIM and that accordingly the Board has agreed to
reduce the number of Existing Ordinary Shares that are in issue. The reduction
has been made in line with consultation with the Company's broking advisors to
ensure that the market fundamentals and current liquidity of Premier Existing
Ordinary Shares is not adversely affected. The Directors have resolved to
re-organise the Company's share capital by consolidating the Existing Ordinary
Shares on the basis of one New Ordinary Share for every 10 Existing Ordinary
Shares, such New Ordinary Shares having the same rights as the Existing
Ordinary Shares as set out in the Articles of the Company ("Consolidation").

The intent of the Share Consolidation is to reduce the number of shares in
issue to enhance the Company's ability to meet the continued listing
requirements of AIM.

The Company is therefore asking its shareholders to approve an amendment to
the Company's existing memorandum and articles of association, as amended,
giving effect to the Consolidation.

 

Implementation and timetable

 

Subject to the approval of the Consolidation at the Annual General Meeting,
the Consolidation would become effective upon the filing of a certificate of
amendment to the Memorandum and Articles in the British Virgin Islands
("Effective Time"). The Board intends to the file the certificate of amendment
that will implement the Consolidation as soon as possible following completion
of the Annual General Meeting and in any event within three months of the date
of this resolution.

For technical reasons, the New Ordinary Shares (in consolidated form) will
have a new International Securities Identification Number (ISIN) which will be
advised in due course. Accordingly, application will be made subsequently for
the New Ordinary Shares (in consolidated form) to be admitted to trading on
AIM and a further announcement will be made detailing the record date for the
Consolidation, the new ISIN, the Effective Date and the date of expected
admission to AIM of the New Ordinary Shares.

Rights attaching to New Ordinary Shares

The New Ordinary Shares arising upon implementation of the Consolidation will
have the same rights as the Existing Ordinary Shares including voting,
dividend and other rights.

On completion of the Consolidation, certificated shareholders will receive a
new share certificate, while depositary interest holders will have the CREST
account balances adjusted accordingly.

Fractional entitlements

No Shareholder will, pursuant to the Capital Reorganisation, be entitled to
receive a fraction of a New Ordinary Share. In the event that the number of
Existing Ordinary Shares attributed to a Shareholder is not exactly divisible
by 10, the Consolidation will generate an entitlement to a fraction of a New
Ordinary Share. No certificates regarding fractional entitlements will be
issued. Any New Ordinary Shares in respect of which there are fractional
entitlements will be aggregated and sold in the market for the best price
reasonably obtainable on behalf of Shareholders entitled to fractions. As the
net proceeds of sale due to a fractional shareholder are expected to amount in
aggregate to only a trivial sum, the Board is of the view that, as a result of
the disproportionate costs, it would not be in the best interests of the
Company to consolidate and distribute all such proceeds of sale, which instead
shall be retained by the Company in accordance with the Articles of
Association of the Company.

For the avoidance of doubt, the Company is only responsible for dealing with
fractions arising on registered holdings. For Shareholders whose shares are
held in the nominee accounts of UK stockbrokers, the effect of the
Consolidation on their individual shareholdings will be administered by the
stockbroker or nominee in whose account the relevant shares are held. The
effect is expected to be the same as for shareholdings registered in
beneficial names, however it is the stockbroker's or nominee's responsibility
to deal with fractions arising within their customer accounts, and not the
Company's responsibility.

Accordingly, following the implementation of the Consolidation, any
Shareholder who as a result of the Consolidation has a fractional entitlement
to any New Ordinary Share, will not have a resultant proportionate
shareholding of New Ordinary Shares exactly equal to their proportionate
holding of Existing Ordinary Shares. Furthermore, any Shareholder who holds
fewer than 10 Existing Ordinary Shares as at the record date of the
Consolidation (and which will be announced in due course), will cease to be a
Shareholder. The minimum threshold to receive New Ordinary Shares will be 10
Existing Ordinary Shares.

Effects on Options and other Instruments

The entitlements to Existing Ordinary Shares of holders of securities or
instruments convertible into Ordinary Shares (such as share options and
warrants) will be adjusted to reflect the Consolidation. The Company will
notify these holders of the Consolidation in due course.

Recommendation

The Board consider the approval of the Resolutions being proposed at this AGM
to be in the best interests of the Company and its Shareholders as a whole
and, accordingly, unanimously recommend Shareholders to vote in favour of the
Resolutions.

Premier has limited funds and must put in place additional funding
arrangements to meet its payment commitments and obligations due. Shareholders
should be aware that if Resolutions 2 and 3  are not passed at the AGM, that
Company would need to proceed with alternative funding  arrangements,
including possibly a discounted open offer to Shareholders, and  there is no
assurance that such open offer will be taken up or such other funding
arrangements could be put in place in the timescale required on acceptable
terms, which would potentially have a material adverse effect on Zulu and the
financial position of the Company as a whole. As previously reported, if the
Company is unable to obtain additional finance for the Group's working capital
requirements, a material uncertainty may exist which could cast significant
doubt on the ability of the Group to continue as a going concern and therefore
be unable to realise its assets and settle its liabilities in the normal
course of business.

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

Ends

 

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