Premier African Min. (AIM:PREM) £3.5m placing – 30% Discount

Premier African Minerals Limited is pleased to announce a retail offer via BookBuild (the “Retail Offer”) of up to 8,263 million new ordinary shares (“Ordinary Shares”) of no par value each in the capital of the Company (the “Retail Offer Shares”) at an issue price of 0.0275 pence per New Ordinary Share (as defined below) (the “Issue Price”) to raise gross proceeds (before fees and expenses) of up to £2.3 million.

In addition to the Retail Offer, the Company conducted a placing of new ordinary shares (the “Placing Shares” and together with the Retail Offer Shares, the “New Ordinary Shares”) at the Issue Price (the “Placing” and together with the Retail Offer, the “Fundraising”) to raise gross proceeds of £1.2 million. A separate announcement has been made regarding the Placing and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing.

The Issue Price represents a discount of approximately 30 per cent. to the closing mid-market price on 15 January 2025.

The Retail Offer is conditional on the New Ordinary Shares to be issued pursuant to the Retail Offer being admitted to trading on the AIM market operated by the London Stock Exchange (“Admission”). Admission of the New Ordinary Shares pursuant to the Retail Offer is expected to take place at 8.00 a.m. on 23 January 2025. Completion of each of the Placing and Retail Offer is inter-conditional upon, inter alia, the gross proceeds of the Fundraising, taken together with the value of liabilities that creditors agree to settle by accepting new shares (“Settlement Shares”), on the same terms as to price as the Placing, being not materially less than £3.5 million. Accordingly, should the gross proceeds of the Fundraising, together the value of Settlement Shares issued at the Issue Price, be materially less than £3.5 million, the Placing and Retail Offer will not proceed.

The net proceeds of the Fundraising are sufficient to commence with the final commissioning and optimisation of the Primary Flotation Plant and purchase of the Secondary Flotation Plant which the Board believes will underpin the full recommencement of operations at Zulu Lithium and Tantalum Project (“Zulu”) in due course and to address those trade creditors that require immediate full or partial settlement in order to support the initial 3-to-5-day test run.

The net proceeds of the Fundraising are intended to be applied as follows:

·     Completion of the 3-to-5-day flotation plant test run and purchase and commissioning of the Secondary Flotation Plant. The estimated cost is $800,000 inclusive of the Purchase of the Spodumene float plant.

·    Part payment to the Government of Zimbabwe in respect of deferred VAT and other statutory requirements of $250,000.

·      Part payment in respect of arrears of salaries and wages to employees of $400,000.

·      Part payment to specific suppliers of plant spares and maintenance of $180,000.

·   Any remaining balance will be used in part payments to contractors and other creditors to enable ongoing commercial operations.

Negotiations regarding certain creditors of the Company and Zulu accepting new shares of the Company in settlement in full or part settlement of the liabilities due to them have been taking place for several weeks. It is expected that agreement will be reached with certain of these parties once the terms of the Placing (including the Issue Price) are notified to them (“Creditor Settlements”). Details of the number of Settlement Shares issued to creditors, and the value of the liabilities settled by the Company and Zulu, will be notified to shareholders at the time of the Retail Offer Announcement.

Expected Timetable in relation to the Retail Offer

Any changes to the expected timetable set out above will be notified by the Company through a Regulatory Information Service. References to times are to London times unless otherwise stated.

Dealing Codes

Retail Offer

The Company values its retail shareholder base, which has supported the Company alongside institutional investors for many years. Given the support of retail shareholders, the Company believes that it is appropriate to provide its retail shareholders in the United Kingdom the opportunity to participate in the Retail Offer. The Company is therefore making the Retail Offer available in the United Kingdom through the financial intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/X726E1/authorised-intermediaries

Shore Capital Stockbrokers Ltd will be acting as retail offer coordinator in relation to this Retail Offer (the “Retail Offer Coordinator”).

Existing retail shareholders can contact their broker or wealth manager (“Intermediary”) to participate in the Retail Offer. In order to participate in the Retail Offer, each intermediary must be on-boarded onto the BookBuild platform and agree to the final terms and the retail offer terms and conditions, which regulate, inter alia, the conduct of the Retail Offer on market standard terms and provide for the payment of commission to any intermediary that elects to receive a commission and/or fee (to the extent permitted by the FCA Handbook Rules) from the Retail Offer Coordinator (on behalf of the Company).

Any expenses incurred by any intermediary are for its own account. Investors should confirm separately with any intermediary whether there are any commissions, fees or expenses that will be applied by such intermediary in connection with any application made through that intermediary pursuant to the Retail Offer.

The Retail Offer will be open to eligible investors in the United Kingdom at 7:05 a.m. on 17 January 2025. The Retail Offer is expected to close at 6:00 p.m. on 20 January 2025. Investors should note that financial intermediaries may have earlier closing times. The Retail Offer may close early if it is oversubscribed.

If any intermediary has any questions about how to participate in the Retail Offer on behalf of existing retail shareholders, please contact BookBuild at email: support@bookbuild.live.

The Retail Offer the subject of this announcement is and will, at all times, only be made to, directed at and may only be acted upon by those persons who are, shareholders in the Company. To be eligible to participate in the Retail Offer, applicants must meet the following criteria before they can submit an order for Retail Offer Shares: (i) be a customer of one of the participating intermediaries listed on the above website; (ii) be resident in the United Kingdom and (iii) be a shareholder in the Company (which may include individuals aged 18 years or over, companies and other bodies corporate, partnerships, trusts, associations and other unincorporated organisations and includes persons who hold their shares in the Company directly or indirectly through a participating intermediary). For the avoidance of doubt, persons who only hold CFDs, Spreadbets and/or similar derivative instruments in relation to shares in the Company are not eligible to participate in the Retail Offer.

The Company reserves the right to scale back any order at its discretion. The Company reserves the right to reject any application for subscription under the Retail Offer without giving any reason for such rejection.

It is vital to note that once an application for Retail Offer Shares has been made and accepted via an intermediary, it cannot be withdrawn.

The New Ordinary Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with existing Ordinary Shares including the right to receive all dividends and other distributions declared, made or paid after their date of issue.

The Retail Offer is an offer to subscribe for transferable securities, the terms of which ensure that the Company is exempt from the requirement to issue a prospectus under Regulation (EU) 2017/1129 as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018. It is a term of the Retail Offer that the aggregate total consideration payable for the Retail Offer Shares will not exceed £3.5 million (or the equivalent in Euros). The exemption from the requirement to publish a prospectus, set out in section 86(1)(e) of the Financial Services and Markets Act 2000 (as amended), will apply to the Retail Offer.

The Retail Offer is not being made into any jurisdiction other than the United Kingdom or to US Persons (as defined in Regulation S of the US Securities Act 1933, as amended).

No offering document, prospectus or admission document has been or will be prepared or submitted to be approved by the Financial Conduct Authority (or any other authority) in relation to the Retail Offer, and investors’ commitments will be made solely on the basis of the information contained in this announcement and information that has been published by or on behalf of the Company prior to the date of this announcement by notification to a Regulatory Information Service in accordance with the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules and the Market Abuse Regulation (EU Regulation No. 596/2014) (“MAR”) as it forms part of United Kingdom law by virtue of the European Union (Withdrawal) Act 2018 (as amended).

There is a minimum subscription of £100.00 per investor under the terms of the Retail Offer which is open to investors in the United Kingdom subscribing via the intermediaries which will be listed, subject to certain access restrictions, on the following website: https://www.bookbuild.live/deals/X726E1/authorised-intermediaries

There is no maximum application amount to apply in the Retail Offer. The terms and conditions on which investors subscribe will be provided by the relevant financial intermediaries including relevant commission or fee charges.

Investors should make their own investigations into the merits of an investment in the Company. Nothing in this announcement amounts to a recommendation to invest in the Company or amounts to investment, taxation or legal advice.

It should be noted that a subscription for Retail Offer Shares and investment in the Company carries a number of risks. Investors should take independent advice from a person experienced in advising on investment in securities such as the Retail Offer Shares if they are in any doubt.

A copy of this announcement is available at the Company’s website, www.premierafricanminerals.com