12 July 2024
Premier African Minerals
Limited
Addendum to Notice of General
Meeting
Premier African Minerals Limited
("Premier" or the
"Company"), announces an
addendum to the Notice of General Meeting dated 8 July 2024
convening a Geneal Meeting ("Addendum") of the members of the
Company at the Chesterfield Mayfair Hotel, 35 Charles Street,
London W1J 5EB, United Kingdom at 15:30 (BST) on 29 July
2024.
The Addendum with the supporting
Form of Instruction and Form of Proxy are in the process of being
posted to shareholders and can also be accessed on the Company's
website:
https://www.premierafricanminerals.com/investors/circulars-and-notices
Shareholders are encouraged to
review the Explanatory Notes to the Addendum which are set out
further below in the following link and are strongly encouraged to
vote in either person or through the proxy of the Chairman of the
General Meeting.
http://www.rns-pdf.londonstockexchange.com/rns/2663W_1-2024-7-12.pdf
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
(Nominated Adviser)
|
Tel: +44 (0) 20 7628 3396
|
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
|
EXPLANATORY NOTES TO RESOLUTION 2
Resolution 2: To approve for the
period commencing four (4) 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 further two billion
(2,000,000,000) 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.
As reported on 28 June 2024 in Premier's
Consolidated Financial Statements for the year ending December 2023
("Financial Statements"),
Premier had engaged China Zenith Capital Ltd ("Zenith") in 2021 to facilitate the
placement of 3,000,000,000 shares with Canmax Technologies Co.,
Ltd. ("Canmax").
Subsequently Premier entered into an Offtake and Marketing
agreement with Canmax, whereby Canmax would prepurchase 143,000
tonnes of spodumene concentrate that will be produced by the
Group's Zulu mine. In 2024, it was determined that Zenith was due a
success fee of $1.35 million plus interest and costs was due in
relation to these arrangements and accordingly an amount of $2.078
million was accrued in the Financial Statements.
Premier had previously committed to Zenith to
utilise part of the pre-emptive shares disapplied in the last
Annual General Meeting held on 8 April 2024 to settle this
outstanding payment. However, the ongoing funding requirements for
the Zulu Lithium and Tantalum Project ("Zulu Lithium Project") and the
depreciation of the Company share price has meant that Premier has
not to date been able to attend to the settlement as agreed with
Zenith.
Zenith have now notified the Company that unless
settlement of the outstanding fee is addressed as agreed, then
Zenith intends to initiate legal action in an attempt to force
payment. Accordingly, Premier must now ensure it is able to
complete the settlement of the outstanding amounts due to Zenith
without further delay to protect the interests of its shareholders,
the Company and the Company's assets. To the extent that there are
any unutilised shares from the authority being granted under
Resolution 2 following the full settlement to Zenith, these
remaining shares will be utilised for the ongoing funding
requirements for the Premier group, in particular the Zulu Lithium
Project.
The Board considers that it is therefore of the
utmost importance that Shareholders vote in favour of this
Resolution.
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.
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.
Ends