TIDMPREM
RNS Number : 0567E
Premier African Minerals Limited
08 March 2022
8 March 2022
Premier African Minerals Limited
Zulu Lithium DFS Funding
Premier African Minerals Limited ("Premier" or the "Company"),
is pleased to announce a conditional subscription for new ordinary
shares by Suzhou TA&A Ultra Clean Technology Co., Ltd ("Suzhou
TA&A") to raise GBP12 million before expenses at an issue price
of 0.4 pence per new ordinary share for the ongoing DFS at
Premier's Zulu Lithium and Tantalum Project ("Zulu") (the
"Subscription").
Highlights:
-- The Subscription fully funds the completion of DFS
underway at Zulu.
-- Suzhou TA&A is listed on the Shenzhen Stock Exchange
(SZSE: 300390) and has a market capitalisation of Yen42.9
Billion (GBP5.1billion).
-- The Subscription agreement affords Suzhou TA&A additional
rights set out below, including a right to negotiate
their future involvement and/or investment in support
of the Company.
-- Premier anticipates active involvement and expertise
from Suzhou TA&A in the development of the DFS.
George Roach, CEO commented , "I am delighted to accept this
Subscription from Suzhou TA&A, and particularly that this makes
available to Premier a wealth of expertise in this industry whilst
aligning future offtake and mine development with Yibin Tianyi
Lithium Industry Co., Ltd. , a major producer of Lithium
Hydroxides, financier and take-off partner for the Manono Lithium
and Tin project and who have completed long term spodumene off-take
agreements with Pilbara Minerals Limited.
I look forward to welcoming a new board member who will be
nominated by Suzhou TA&A and active involvement from Suzhou
TA&A in our DFS, particularly in the area of test work and flow
sheet development.
Developments within the lithium industry have been at so rapid a
pace, that it is often difficult to ascertain and agree value. This
Subscription that results in Suzhou TA&A holding an important
stake in Premier, affords our shareholders (including Suzhou
TA&A) with the opportunity to accelerate the DFS and at the
same time negotiate an equitable path to future development. The
Subscription also allows Premier to be in control of its own
destiny and affords an opportunity to develop downstream
beneficiation of spodumene through the retention of not less than
50 per cent of the off-take rights to production from a future
mine."
Subscription Agreement
On 7 March 2022, Premier and Suzhou TA&A entered into a
Subscription Agreement (together the "Parties"). Suzhou TA&A
has conditionally agreed to subscribe GBP12 million before expenses
for 3,000,000,000 new ordinary shares ("Subscription Shares") at an
issue price of 0.4 pence within 15 business days following the
entering into of the Subscription Agreement, to acquire a direct
interest of 13.38 per cent in the enlarged issued share capital of
Premier following completion of the Subscription.
The Parties have further agreed that Suzhou TA&A will,
following the Subscription, be awarded the following:
i. Exclusive offtake rights on commercial terms to the marketing
and sale of 50 per cent of all spodumene produced at Zulu ("Offtake
Rights");
ii. An irrevocable right of first refusal for 180 days from
the date of the Subscription to match any further equity or
loan related funding that is contemplated by Premier, in particular
any deal relating to Zulu, on terms no worse than those offered
by another potential investor;
iii. A right of participation in any future funding so as to
maintain Suzhou TA&A's shareholding of 13.38 per cent in Premier
at all times; and
iv. A right to appoint one director to serve on the boards of
Premier, Zulu Lithium Mauritius Limited, and Zulu Lithium (Private)
Limited ("Board Appointment").
The Parties have agreed that should Suzhou TA&A elect to
reduce its overall shareholding in Premier, then its Offtake Rights
will be reduced in direct proportion to its remaining shareholding
in Premier. Suzhou TA&A's Board Appointment will remain in
place for as long as Suzhou TA&A holds 10 per cent. of the
enlarged issued share capital of Premier.
Conditions Precedent
Completion of the Subscription is conditional on the
following:
i. Within 15 Business Days of the date of the Subscription,
written confirmation that Suzhou TA&A has received all applicable
outbound direct investment approvals and/or registrations from
and/or with competent Chinese administrative authorities with
respect to the Subscription (" Regulatory Approvals "); and
ii. Each of the standard warranties for a transaction of this
type as set out in the Subscription agreement being true and
accurate as at the payment date .
In addition, Suzhou TA&A has agreed to make a non-refundable
deposit of GBP1.2 million to Premier within 5 Business Days of the
signing of the Subscription while the Regulatory Approvals are
obtained ("Deposit"). The Deposit will be offset against the
remaining proceeds of the Subscription following completion of the
Conditions Precedent or retained by Premier in the event that the
Regulatory Approvals are not received.
Premier has agreed to use the net proceeds of the Subscription,
primarily, subject to the reasonable general working capital
requirements of the Company, for the purposes of funding the
lithium and tantalum exploration and exploitation activities of
Zulu.
About Suzhou TA&A Ultra Clean Technology Co., LTD.
Suzhou TA&A is listed on the Shenzhen Stock Exchange under
the ticker 300390 and holds considerable investments in the lithium
sector. Suzhou TA&A is the largest investor (75 per cent
holding) in lithium hydroxide producer Yibin Tianyi Lithium
Industry Co., Ltd . , together with China's largest EV battery
manufacturer Contemporary Amperex Technology. Yibin Tianyi Lithium
Industry Co., Ltd. objective is to become one of the largest
lithium hydroxide producers in the world.
Director undertakings
George Roach and Neil Herbert, directors of the Company, have
each undertaken pursuant to the Subscription Agreement, subject to
their fiduciary duties and compliance with the AIM Rules and Suzhou
TA&A being interested in more than 10 per cent. of Premier , to
vote for the appointment of the candidate proposed by Suzhou
TA&A as director under its Board Appointment rights. George
Roach has additionally undertaken as a shareholder in Premier to
vote for the appointment or nomination of the Suzhou TA&A
proposed director as required.
Admission and Voting Rights
The Subscription has been arranged within the Company's existing
share authorities and the Subscription Shares will, when issued,
rank pari passu in all respects with the existing ordinary shares.
Application will be made for the Subscription Shares be admitted to
trading on AIM and admission is expected to take place on or around
29 March 2022.
Upon the issue of the Subscription Shares, the Company's issued
share capital will consists of 22,418,009,831 Ordinary Shares, with
voting rights. This figure may be used by shareholders in the
Company as the denominator for the calculation by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the share capital of the Company under
the Financial Conduct Authority's Disclosure and Transparency
Rules.
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.
Forward Looking Statements
Certain statements in this announcement are or may be deemed to
be forward looking statements. Forward looking statements are
identi ed 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 re ect
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.
Enquiries
George Roach 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)
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John More/Toby Gibbs Shore Capital Stockbrokers Limited Tel: +44 (0) 20 7408 4090
Matthew Bonner EAS Advisors LLC Tel: +1 646 495 2225
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Glossary of Technical Terms
"DFS" Definitive Feasibility Study.
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 per cent interest in Circum
Minerals Limited ("Circum"), the owners of the Danakil Potash
Project in Ethiopia, for a 13.1 per cent interest in the enlarged
share capital of Vortex. Vortex has an interest of 36.7 per cent in
Circum.
In addition, the Company holds a 19 per cent interest in MN
Holdings Limited, the operator of the Otjozondu Manganese Mining
Project in Namibia.
Ends
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END
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