REG - Premier African Min. - Offtake and Prepayment Agreement

Premier African MineralsAnnouncement

01/04/2025 18:15

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RNS Number : 2236D  Premier African Minerals Limited  01 April 2025

1 April 2025

Premier African Minerals Limited

Offtake and Prepayment Agreement

 

Premier African Minerals Limited ("Premier" or the "Company") is pleased to
announce that Premier and Canmax Technologies Co., Ltd ("Canmax") (together
the "Parties") have reached agreement on a further amendment to the restated
Offtake and Prepayment Agreement which the parties had previously agreed
in August 2023 and further amended in December 2024 ("Amended Agreement") in
respect of the Zulu Lithium and Tantalum Project ("Zulu").

George Roach, CEO, said, "The revision of the long stop date addresses a key
uncertainty around the future of the Amended Agreement and further reaffirms
that Canmax intentions are to work in alignment with Premier.

Discussions around the expression of interest are well advanced with a number
of interested parties and the Board is hopeful that these will be concluded
within the stipulated timelines."

Addendum to Offtake and Prepayment Agreement

The Amended Agreement remains the same as the Restated Offtake and Prepayment
Agreement which the Parties had previously agreed in August 2023 and furthered
amended in December 2024, save that that the Parties have 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 ("Long Stop Adjustment").

The Long Stop Adjustment is conditional on the following:

i.     That Canmax continues to have participation rights as agreed in
December 2024 to have the right to receive partial repayment of interest owed
under the Amended Agreement by the issuance of new ordinary shares in Premier
on identical terms, such that Canmax would hold 13.38% of the shares in issue
of the Company on a fully diluted basis immediately following any further
funding.

 

ii.     Canmax having financial oversight for the monitoring and
controlling of the operational financial activities of both Premier and Zulu
Lithium including the final approval of all operational and trade creditor
budgets for the utilisation of any funds raised until such time as the
Prepayment Amount plus interest has been settled in full.

 

iii.   That no persons or entity has commenced with any bankruptcy,
reorganisation, debt arrangement or other case or proceeding under any
bankruptcy or insolvency Law, or any dissolution, winding up or liquidation
proceeding, in respect of either Premier or Zulu Lithium unless it is
contested by Premier or Zulu Lithium and is dismissed or settled within thirty
(30) days.

iv.    Premier including any of its subsidiaries agrees to not mortgage,
pledge, lien, claim, encumbrance, charge or other security interest, option,
defect or other right of any third Person of any nature whatsoever over the
assets including without limitation the mineral rights without Canmax prior
written approval.

 

v.     A non-binding letter of interest has been received within 30 days
(unless such period is extended by Canmax at its sole discretion) of the
signing of the Addendum from a reputable buyer that is acceptable to Canmax
that will settle and/or manage Canmax's Prepayment Amount plus interest on
terms to be agreed by Canmax ("Expression of Interest").

 

To the extent that the Expression of Interest is withdrawn, Premier will have
thirty days (unless such period is extended by Canmax at its sole discretion)
to secure an alternative reputable buyer that is acceptable to Canmax.

 

vi.    That directors of Premier, will personally agree to adhere to these
conditions until such time as the Prepayment Amount plus interest has been
settled in full.

To the extent that any of the above conditions are not met and/or adhered to
by Premier, Canmax will have right to immediately exercise all its rights,
powers and discretions under the Amended Agreement.

Market Abuse Regulation

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

 

A copy of this announcement is available at the Company's website,
www.premierafrican (http://www.premierafrican) minerals .com

 

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 Rac            VSA Capital                         Tel: +44 (0)20 3005 5000

 

Beaumont Cornish Limited, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as nominated adviser to
the Company in relation to the matters referred herein. Beaumont Cornish
Limited is acting exclusively for the Company and for no one else in relation
to the matters described in this announcement and is not advising any other
person and accordingly will not be responsible to anyone other than the
Company for providing the protections afforded to clients of Beaumont Cornish
Limited, or for providing advice in relation to the contents of this
announcement or any matter referred to in it.

 

Forward Looking Statements:

Certain statements in this announcement 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.

 

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.

 
Ends

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