PREM Premier African Minerals Limited

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A BREACH OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION.

This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any investment decision in respect of Premier African Minerals Limited or other evaluation of any securities of Premier African Minerals Limited or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.

This Announcement contains inside information for the purposes of the UK version of the market abuse regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").  In addition, market soundings (as defined in UK MAR) were taken in respect of certain of the matters contained in this Announcement, with the result that certain persons became aware of such inside information, as permitted by UK MAR.  Upon the publication of this Announcement, this inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information.

17 January 2025

Premier African Minerals Limited

Result of Placing

Launch of Retail Offer

Premier African Minerals Limited ("Premier" or the "Company") is pleased to announce that following the accelerated bookbuild which was announced on 16 January 2025, the Company has conditionally raised gross proceeds of £1.2 million through the Placing of 4,336,999,996 new Ordinary Shares at a price of 0.0275 pence (the "Issue Price") per share.

Capitalised terms used in this announcement (this "Announcement") have the meanings given to them in the launch announcement, unless the context provides otherwise.

Retail Offer

As part of the Fundraising the Company is launching a separate retail offer to raise the balance of the Fundraising not raised in the Placing to raise gross proceeds of up to £2.3 million at the Issue Price (the "Retail Offer"). The Board values its retail shareholder base, which have continued to support the Company alongside various institutional investors. Given the strong support of our retail shareholders, the Company believes that it is appropriate to provide its retail shareholders the opportunity to participate in the Retail Offer.

A separate announcement will be made in due course regarding the Retail Offer and its terms. For the avoidance of doubt, the Retail Offer is not part of the Placing. The results of the Retail Offer are expected to be announced on 21 January 2025.

The Placing is conditional on, inter alia, (i) the Placing Agreement becoming unconditional in all respects in relation to the Placing and not having been terminated in accordance with its terms; (ii) the Retail Offer and (iii) Admission (as defined below).  The Retail Offer is conditional on the Placing. 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.

Admission

Application will be made for the admission of the Placing Shares to trading on the AIM market of London Stock Exchange plc ("Admission"). It is ‎expected that such Admission will take place at or around 8.00 a.m. (London time) on 23 January 2025.

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.premierafricanminerals.com

Enquiries:

Important Notices

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.

Shore Capital is a member of the London Stock Exchange and is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and VSA is regulated in the United Kingdom by the FCA. Each of Shore Capital and VSA is acting exclusively for the Company and no one else in connection with the Placing, and Shore Capital and VSA will each not be responsible to anyone (including any Placees) other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing or any other matters referred to in this Announcement.