REG - Premier African Min. - Share Consolidation

Premier African MineralsAnnouncement

06/10/2025 18:00

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RNS Number : 2576C  Premier African Minerals Limited  06 October 2025

6 October 2025

Premier African Minerals Limited

 

Share Consolidation

 

Premier African Minerals Limited ("Premier" or the "Company") announces that,
further to the announcement on 6 June 2025 of the approval by shareholders at
the Company's 2025 Annual General Meeting held on 5 June 2025 of the
resolution that the issued ordinary shares of no par value each in the capital
of the Company ("Existing Ordinary Shares") be 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, the proposed timetable for the consolidation is expected to be as
follows:

 

 Event                                                                Time and date
 Record date and time ("Record Date")                                 6.00pm, 13 October 2025
 Admission of the New Ordinary Share to trading on AIM ("Admission")  8.00am, 14 October 2025
 CREST accounts credited with New Ordinary Shares                     8.00am, 14 October 2025
 Replacement Share Certificates to be dispatched to Shareholders      By 28 October 2025

 

Note:

All references to time in this announcement are to London time, unless
otherwise stated. Any changes to the expected timetable will be notified by
the Company through an RIS

 

Further details of the consolidation and timetable are set out in the
Appendix.

 

Consolidation and Admission

Every 10 Existing Ordinary Shares will be consolidated into one New Ordinary
Share. The Company currently has 84,859,029,039 Existing Ordinary Shares in
issue. Immediately prior to the Record Date, the Company will therefore issue
to the Company Secretary 1 (one) additional Existing Ordinary Share so that
the total number of Existing Ordinary Shares in issue is exactly divisible by
10. Since this additional share will represent only a fraction of a New
Ordinary Share, that fraction will be sold pursuant to the arrangement for
fractional entitlements as set out below. On completion of the consolidation
the Company will have 8,485,902,904 New Ordinary Shares in issue.

 

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.

 

Application will be made for the 8,485,902,904 New Ordinary Shares to be
admitted to trading on AIM and dealings in the New Ordinary Shares are
expected to commence on 14 October 2025.

 

Shareholders who hold Existing Ordinary Shares in uncertificated form will
have such shares disabled at 6.00pm on 13 October 2025, and their CREST
accounts will be credited with the New Ordinary Shares following Admission.

 

Following the Consolidation, existing share certificates will cease to be
valid and new share certificates are expected to be despatched to those
Shareholders who hold their Existing Ordinary Shares in certificated form on
or around 14 days after Admission.

 

ISIN and SEDOL

The New Ordinary Shares (in consolidated form) will have a new International
Securities Identification Number (ISIN) and Stock Exchange Daily Official List
Code (SEDOL) which will be advised in due course.

 

Fractional entitlements

As all of the Existing Ordinary Shares are proposed to be consolidated, the
proportion of issued Existing Ordinary Shares held by each Shareholder
immediately before and immediately after the proposed consolidation will
remain relatively unchanged. The effect of this is such that each
shareholder's holding will be rounded down to the nearest whole New Ordinary
Share upon the consolidation. In the event the number of Existing Ordinary
Shares registered to a Shareholder is not exactly divisible by 10, the
consolidation will generate an entitlement to a fraction of a New Ordinary
Share.

 

No Shareholder will, pursuant to the Consolidation, be entitled to receive 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 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.

 

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/Harry Davies-Ball        Shore Capital Stockbrokers Limited  Tel: +44 (0) 20 7408 4090

 

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.

 

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.

 

Appendix

Consolidation details and timetable

 Consolidation details
 Company Name                                                              Premier African Minerals Limited
 Security                                                                  Ordinary shares of no par value
 Existing number of Ordinary Shares                                        84,859,029,039
 Consolidation                                                             One New Ordinary Share for every 10 Existing Ordinary Shares
 Number of New Ordinary Shares on effective date                           8,485,902,904
 ISIN                                                                      VGG7223M1187
 TIDM                                                                      PREM (unchanged)
 Event                                                                     Date
 Date of Annual General Meeting which approved the consolidation           5 June 2025
 Record date for consolidation                                             6.00pm, 13 October 2025
 CREST accounts due to be credited                                         8.00am, 14 October 2025
 Consolidation effective date and trading expected to commence in the New  8.00am, 14 October 2025
 Ordinary shares
 Replacement certificates due to be despatched                             By 28 October 2025

 

Note:

All references to time in this announcement are to London time, unless
otherwise stated. Any changes to the expected timetable will be notified by
the Company through an RIS

 

Ends

 

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