REG - Premier African Min. - Notice of AGM

Premier African MineralsAnnouncement

13/02/2026 17:00

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RNS Number : 9997S  Premier African Minerals Limited  13 February 2026

13 February 2026

Premier African Minerals Limited

 

Notice of Annual General Meeting

 

Premier African Minerals Limited ("Premier" or the "Company") announces that
it will be holding the 2026 Annual General Meeting ("AGM") at the Croft, 87
Main Road, Blue Hills, 1685, South Africa at 15:30 (BST) on 4 March 2026.

 

The Notice of AGM ("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 that are being proposed at the AGM as set out in Appendix 1 of the
Notice and in the link below, 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 AGM 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/ Harry Davies-Ball       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

 

AGM EXPLANATORY NOTES

 

The Explanatory Notes to the resolutions that are being proposed at the AGM as
set out in the Notice are reproduced below in this Appendix without amendment:

 

Resolution 1 is proposed as ordinary resolution. This means that for the
resolution to be passed, more than half of the votes cast must be in favour of
the resolution.

Resolution 2 and 3 are proposed as a special resolution. This means that in
order to have this resolution passed, in excess of three fourths of the votes
cast must be in favour of the resolution.

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

Resolution 1: To reappoint Godfrey T Manhambara, who is retiring by rotation,
as a director.

An ordinary resolution will be proposed to reappoint Godfrey T Manhambara who
is retiring by rotation in accordance with the Articles and, being eligible,
offers himself for reappointment as a director of the Company.

Resolution 2: To approve for the period commencing twenty four (24) months
following the date of this AGM ("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 thirty five billion
(35,000,000,000) 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

On 5 January 2026, Premier and Canmax Technologies Co., Ltd ("Canmax") entered
into a further amendment to the restated Offtake and Prepayment Agreement in
respect of the Zulu Lithium and Tantalum Project ("Addendum"), pursuant to
which the Long Stop Date was conditionally extended to the earlier of (i) 30
June 2026 or (ii) the date on which a reputable buyer, acceptable to Canmax,
executes a binding agreement for the purchase of spodumene concentrate and the
settlement and/or management of Canmax's prepayment amount together with
accrued interest, on terms to be agreed with Canmax.

The Board considers that the principal focus at this stage of the Company's
development, and the most effective means of seeking to restore and enhance
Shareholder value, is to establish a high degree of operational certainty at
the Zulu Lithium and Tantalum Project ("Zulu"). Delivering consistent and
demonstrable processing performance is critical to restoring market confidence
and, in turn, to driving and encouraging further investment into Zulu on
acceptable terms.

In this context, the Company's current operational strategy is focused on the
installation, commissioning and optimisation of a new spodumene flotation
circuit utilising Xinhai Technology Processing equipment and process design,
rather than further reliance on the existing primary flotation plant
configuration. The Xinhai flotation technology is well established and proven
in comparable operations within Zimbabwe, and the Board believes that its
deployment at Zulu provides the Company with a materially higher level of
confidence in achieving the required concentrate grade and throughput
necessary to progress towards the conclusion of a binding offtake and
settlement arrangement in accordance with the Addendum. In order to deliver
the operational milestones required to stabilise and optimise processing
performance at Zulu, the Company must demonstrate that Zulu is capable of
producing saleable spodumene concentrate at the required grade and in
commercial quantities.

To this end, the Company has concluded a procurement, installation and
commissioning contract with Thriving Engineering Private Limited, a wholly
owned subsidiary of Xinhai Technology Processing, for the provision of a
spodumene flotation plant at Zulu. The contractual framework provides for
delivery of flotation equipment by the end of February 2026, on-site
engineering support for installation and commissioning, and a process
performance guarantee linked to the achievement of targeted concentrate grades
and recoveries at a design throughput of 15-20 tonnes per hour (subject to
feed material meeting agreed specifications). Subject to logistics and site
readiness, the Company expects the upgraded flotation circuit to be installed,
commissioned, optimised and producing spodumene concentrate during Q2 of 2026.

The Board has prepared an interim operational budget for the period from
February 2026 to 31 July 2026 which sets out the Company's priority funding
requirements during the installation, commissioning, optimisation and ramp-up
phase at Zulu and the Company's essential corporate and operating activities.
The Company's near-term funding requirements are focused on essential
expenditure across the following streamlined budget categories:

 Ø   Plant completion, commissioning and optimisation (including Xinhai flotation  Approximately US$0.8 million.
     plant with all auxiliary supply items and reagents):
 Ø   Operational suppliers and critical services:                                  Approximately US$4.4 million.

 Ø   Staff costs and statutory obligations:                                        Approximately US$3.3 million;

 Ø   Legacy and long outstanding payables:                                         Approximately US$4.9 million

These categories represent an aggregate near-term funding requirement of
approximately US$13.4 million, based on current estimates and subject to
refinement as commissioning progresses and operational conditions evolve. The
proposed application of funds includes provision for a test-run period. The
budget does not assume that there will be any operating revenues during the
commissioning and optimisation phase, and certain supplier payment
arrangements do not require immediate settlement of all outstanding amounts.

The Board further confirms that the share authorities being sought will be
exercised carefully and only where necessary in line with the Company's
current operational strategy, and that alternative, less dilutive funding
mechanisms will be considered. To the extent that such alternative funding can
be secured on acceptable terms and within required timeframes, the Board
intends to prioritise those funding sources in preference to issuing new
ordinary shares.

Resolution 3: Conditional on the approval of Resolution 2, the approval for a
period commencing twelve (12) months following the date of this AGM
("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 five billion (5,000,000,000) 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 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.

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 that the approval of the Resolutions being proposed at
this AGM is 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.

The Board recognises the dilutive impact that the issue of new ordinary shares
may have on existing Shareholders and wishes to emphasise that the authorities
being sought pursuant to the Resolutions will be exercised carefully,
judiciously and only where considered necessary to meet the Company's
immediate funding requirements in line with the Company's current operational
strategy. The Directors will continue to actively explore and assess
alternative funding mechanisms, including non-dilutive and less dilutive
funding options, supplier arrangements and structured financing solutions. To
the extent that alternative sources of funding can be secured on acceptable
terms and within the required timeframes, the Board intends to prioritise such
funding in preference to the issue of new ordinary shares in order to meet the
Company's payment obligations and operational funding requirements, while
balancing short-term funding needs against the longer-term objective of
restoring and enhancing value for Shareholders.

The Company has limited funds and must put in place additional funding
arrangements to meet its payment commitments and obligations as they fall due.
Shareholders should be aware that if Resolutions 2 and 3 are not passed at the
AGM, the Company would need to pursue alternative funding arrangements, which
may include a discounted open offer to Shareholders. There can be no assurance
that any such open offer would be taken up or that alternative funding
arrangements could be implemented within the required timescale or on
acceptable terms, which could have a material adverse effect on Zulu and on
the financial position of the Company as a whole. As previously reported, if
the Company is unable to obtain additional finance for the Group's working
capital requirements, a material uncertainty may exist which could cast
significant doubt on the ability of the Group to continue as a going concern
and, accordingly, on its ability to realise its assets and discharge its
liabilities in the normal course of business.

The Board confirms that the authorities sought represent maximum headroom only
and are not indicative of any fixed or pre-determined issuance programme.

The Board therefore considers it to be 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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