REG - Premier African Min. - Notice of GM

Premier African MineralsAnnouncement

15/10/2025 18:00

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RNS Number : 5501D  Premier African Minerals Limited  15 October 2025

15 October 2025

Premier African Minerals Limited

 

Notice of General Meeting

 

Premier African Minerals Limited ("Premier" or the "Company") announces that
it will be holding a General Meeting ("GM") at the the Croft, 87 Main Road,
Blue Hills, 1685, South Africa at 15:30 (GMT) on 30 October 2025.

 

The Notice of GM ("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 being proposed at the GM as set out in Appendix 1 of the Notice
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 Notice 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 Graham Hill.

 

Enquiries:

 

 Graham Hill                         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

 

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

EXPLANATORY NOTES TO THE RESOLUTIONS

An explanation of each of the proposed Resolutions is set out below.

Resolutions 1-2 are each proposed as a special resolution. This means that in
order to have these resolutions passed, in excess of three fourths of the
votes cast must be in favour of the resolutions.

The Board would strongly encourage all members to vote on all the proposed
Resolutions below.

Resolution 1: To approve for the period commencing twenty four (24) 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 five billion
(5,000,000,000) 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

Operational Update of Zulu Lithium

The below operational update on Zulu Lithium has been structured into five
phases:

 ·             Phases 1-4 which cover the progress achieved to date since the approval of the
               resolutions proposed to shareholders at the Company's 2025 Annual General
               Meeting held on 5 June 2025 as announced on 6 June 2025 ("AGM 2025"), and
 ·             Phase 5 which outlines the next, and potentially final step, that we
               envision is now required to achieve the commercial stability within both Zulu
               Lithium and Premier.

Phase 1 - Flotation Circuit Cell Inserts

Following extensive work by Original Equipment Suppliers ("OEM"), poor
spodumene recovery was identified as being the result of extended residence
time in the cleaner cells. It was noted that supplementary issues included
precise pH and dosing control, the use of an activator and density control in
spodumene conditioning tanks. Zulu Lithium in conjunction with both the OEM
and the reagent suppliers, looked to address the above issues primarily with
the installation of fabricated inserts installed within the cleaning stages to
reduce the volume of each cleaner, aligning residence times with the test work
that previously delivered optimal spodumene grade and recovery, and precise
dosing control with automation of pH monitoring and reagent adjustment.

These modifications and fabrications were completed and installed in early
July 2025, and the plant was successfully re-started on 6 July 2025, with all
essential stakeholders present on site to evaluate the performance of the
plant with the above adjustments.

Phase 2 - Floatation Circuit Cell Inserts Operations

Before any meaningful assessment could be undertaken, it was necessary for the
plant to achieve stability and continuous operation. Due to the extended
downtime prior to the restart of the plant, it took longer than expected to
achieve a steady state, which was only achieved for a limited time towards the
end of the initial test run.

Regardless of the time taken to get the plant into a constant state of
operation, there were certain key observations:

 ·             The cleaner cell inserts did reduce concentrate retention time in line with
               the OEM design expectations.
 ·             Early results were encouraging, with concentrate grade in the final cleaner
               cell exceeding the 5% target before being transferred to the filter press.
               However, this improvement in grade was not matched by a meaningful improvement
               in recovery, as excess Li₂O remained in tailings that were recirculated
               through the flotation circuit.

 

In consideration of the information and knowledge gained from operations in
phases 1 and 2, and following a recommendation and request from the OEM, Zulu
Lithium placed  all plant operations under the direct management of  the OEM
who assumed full operational control of the flotation plant to conduct what we
titled, "OEM Test Run" with the principle aim to achieve a sustained
steady-state of operation that was essential for a more reliable basis to
evaluate flotation performance and identify opportunities to optimise
recoveries.

Phase 3 - OEM Test Run

On 22 July 2025, the OEM commenced with the planned five-day programme of
plant operations with the agreed objective of establishing ongoing stable
plant operations.

The OEM Test Run produced mixed results and subsequent test results have
confirmed that the decision to reduce particle size, whilst improving mass
pull and spodumene recovery also led to entrainment and negatively affected
spodumene grade.

Despite this, better stability was achieved although not to an acceptable
standard, and the plant again demonstrated that with consistent feed in the
correct particle size, dosing, pH control and density management, the plant
would achieve the following:

 ·             Consistent production of saleable spodumene concentrate exceeding a 5% grade;
               and
 ·             Demonstrate the quality of the Zulu Lithium ore body and its amenability to
               spodumene concentrate recovery via flotation within the current flotation
               circuit.
 ·             In particular, the OEM and the reagent supplier have jointly identified
               specific reasons behind Zulu Lithium's historically poor recoveries and grades
               with the key reason being the need for improved management of particle size in
               the comminution circuit, which should address both recovery and various of the
               contamination issues in the final product.

 ·             We believed that considerable progress was made under the independent plant
               operation of Zulu Lithium by the OEM. As such, it was agreed that the OEM
               would continue with a further five-day extension of the OEM Test Run that
               would be focused on the following:

               Ø Demonstrating operational readiness.

               Ø Implementing the identified operational changes.

               Ø Examining further options to optimise reagent use.

The Extension of the OEM Test Run

The extension of the OEM Test Run commenced on 4 August 2025, with the
operating parameters principally focused on ensuring spodumene concentrate
specifications were met and obtained for continuous periods of operations to
validate that the plant was capable of a sustainable steady-state of operation
whereby the targeted overall plant availability of 22 days per month as was
originally projected to meet production requirements under the Prepayment and
Offtake Agreement entered into between Canmax Technologies Co., Ltd, the
Company and Zulu Lithium could be achieved.

The extension of the OEM Test Run was considered a successful run as all
components of the plant operated in an integrated and automated manner, but
not for the continuous periods needed for final optimisation. The level of
confidence from this run was such that the OEM in their independent capacity
and Zulu Lithium management collectively agreed that the entire Zulu Lithium
plant had now finally been fully commissioned.

While the ongoing operations of the Plant will involve ongoing optimisation as
would normally be expected with any producing plant, the next phase of plant
operations was a refining and optimising phase.

Phase 4 - Refining and Optimisation phase

The next phase of plant readiness, focused on refining and optimisation, was
initiated on 17 September 2025. Over the first two weeks of this period, the
Plant experienced several disruptions and technical matters which temporarily
affected performance. These could all be traced back to funding issues and the
inability to properly conduct preventative maintenance and carry requisite
spares inventories. To some extent this may be anticipated during the refining
and optimisation phase of any new processing plant. These issues are
summarised below and will be considered in conjunction with Phase 5
(Pre-production readiness) which is the proposed next step for Zulu Lithium:

 i.            Plant Performance

Test runs achieved grades of up to 4% spodumene, but inconsistent running time
               prevented stable operations. The team identified the need for improved
               peripheral equipment sizing and stronger spare parts management, particularly
               relating to sumps and pumps.

 ii.           Reliability Challenges

               Despite earlier commissioning success, the processing plant continues to face
               reliability issues stemming from interconnecting systems and equipment wear.
               Essential maintenance requirements and water balance problems emerged
               following optimisation of the mill and hydrosizers, mainly related to
               instrumentation malfunctions and spares shortages.

 iii.          Flotation Plant

               The flotation plant sustained an output of two tons per hour, which confirms
               that the flotation plant can operate at design capacity but concentrate grade
               issues persisted due to pre-processing problems around peripheral equipment
               within the plant rather than flotation inefficiency from the flotation plant.

 

Phase 5 - Pre-production Readiness

The next proposed Pre-production Readiness phase is potentially the final
stepping point and a critical pivot to ensure that the first four phases of
commitment, development planning, operational running, and results analysis
are fully realised and most importantly commercialised at Zulu Lithium. This
is expected to support the advancement towards a further investment and/or a
structured agreement in accordance with non-binding letter of interest entered
into with the large trading house as announced on 23 April 2025 ("Large
Trader") or such other investors on or before the 31 December 2025.

In pursuit of this phase' objectives, the following measures are anticipated:

 i.            Ore Supply for Continuous Operations

               Mined ore to operate the plant continuously for a period of up to 30 days.
 ii.           Equipment and Spares Availability

               Adequate equipment and spare parts will be mobilised to site and extensive
               maintenance will be carried out based on the analysis performed to ensure
               sustained operations for this period.

 iii.          Resolution of Auxiliary Issues

               Extensive fixes and assessments are being undertaken, based on the analysis
               carried out to address outstanding peripheral issues across the crushing,
               milling, and flotation circuits.

 iv.           Flotation Plant Optimisation

 

Summary

Building on the successful results observed during Phases 1 and 2, the
flotation plant will now be supplied with sufficient material on a consistent
basis with the objective to produce saleable spodumene concentrate at grade.

The target of the Pre-production Readiness phase is to position the Company to
transition into Phase 6, being full-scale production, scheduled under future
development planning with the potential investors including the Large Trader.

Simultaneously, following an assessment of the secondary, conventional plant
option, negotiations will be progressed in respect of the purchase of that
plant which it is felt would support and be complementary to the successful
performance of the Enprotec Plant.

Funding

It is essential that the Company seek further approval for the disapplication
of such number of shares to allow the Company to procced with Phase 5
"Pre-production Readiness" and to also meet certain immediately due payments.
The utilisation of funds is broken down into the following essential
categories:

 Budget for Phase 5 - Pre-production Readiness and Operating Capital
                                                                               Item total              Category total
 Normal Operating Expenses                                                                              $        1,908,400
 Group                                                                         $       592,400
 Zulu                                                                          $    1,316,000

 Plant Operating Costs including the Secondary conventional floatation plant                            $        1,415,500
 installation

 Settlement of outstanding debts                                                                        $        2,975,100

                                                                                                        $        6,299,000

 

This budget does not deal with operating costs under normal production after
completion of Phase 5. 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 in accordance
with Phase 5 (Pre-production Readiness).

Resolution 2: Conditional on the approval of Resolution 1, the approval for a
period commencing twelve (12) months following the date of this GM
("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 one billion (1,000,000,000) 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 the 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.

In accordance with the AGM 2025, Canmax have utilised the following:

 Details                            Number of Shares*  Date
 AGM Resolution Approved            1,000,000,000      6 June 2025
 Interest Conversion                (574,131,360)      2 July 2025
 Interest Conversion                (118,425,306)      2 September 2025
 Total balance of unused authority  307,443,344
 *Notes:

The number of shares has been restated as new ordinary shares of no-par value
 in the capital of the Company on the basis of one new ordinary share for every
 10 existing ordinary share in accordance with the share consolidation which
 became effective on 14 October 2025.

Based on the above, the Board believes that residual share authorities should
be maintained to ensure the Company can honour its contractual obligations to
Canmax and preserve a strong working relationship. The Board regards Canmax as
both a key financial stakeholder and an extremely valuable partner for the
Company.

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.

Recommendation

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

Premier has limited funds and must secure additional financing arrangements to
meet its payment commitments and obligations as they fall due. Shareholders
should be aware that, if Resolutions 1 and 2 are not passed at the GM, the
Company would need to pursue alternative funding options, which may include a
discounted open offer to Shareholders. There can be no assurance that such an
open offer would be fully taken up or that other funding arrangements could be
secured within the required timeframe and on acceptable terms. Failure to do
so could have a material adverse effect on both Zulu Lithium and the financial
position of the Company as a whole.

As previously reported, should the Company be unable to obtain the necessary
additional financing for the Group's working capital requirements, a material
uncertainty would arise which could cast significant doubt on the Group's
ability to continue as a going concern and, consequently, on its ability to
realise assets and settle liabilities in the normal course of business.

For these reasons, the Board considers it of the utmost importance that
Shareholders vote in favour of the Resolutions.

Forward Looking Statements

 

Certain statements in this Appendix are or may be deemed to be forward looking
statements. Forward looking statements are identified by their use of terms
and phrases such as ''believe'' ''could'' "should" ''envisage'' ''estimate''
''intend'' ''may'' ''plan'' ''will'' or the negative of those variations or
comparable expressions including references to assumptions. These
forward-looking statements are not based on historical facts but rather on the
Directors' current expectations and assumptions regarding the Company's future
growth results of operations performance future capital and other expenditures
(including the amount. Nature and sources of funding thereof) competitive
advantages business prospects and opportunities. Such forward looking
statements reflect the Directors' current beliefs and assumptions and are
based on information currently available to the Directors. A number of factors
could cause actual results to differ materially from the results discussed in
the forward-looking statements including risks associated with vulnerability
to general economic and business conditions competition environmental and
other regulatory changes actions by governmental authorities the availability
of capital markets reliance on key personnel uninsured and underinsured losses
and other factors many of which are beyond the control of the Company.
Although any forward-looking statements contained in this announcement are
based upon what the Directors believe to be reasonable assumptions. The
Company cannot assure investors that actual results will be consistent with
such forward looking statements.

Ends

 

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