Delay in Share Capital Reduction

Pan African Resources PLC         Pan African Resources Funding Company

(Incorporated and registered in England and Wales     Limited

under Companies Act 1985 with registered       Incorporated in the Republic of South Africa

number 3937466 on 25 February 2000)       with limited liability

Share code on LSE: PAF           Registration number: 2012/021237/06

Share code on JSE: PAN           Alpha code: PARI

ISIN: GB0004300496

ADR code: PAFRY

(“ Pan African ” or “the Company ” or “the Group ”)

DELAY IN SHARE CAPITAL REDUCTION

Pan African refers to the proposed share capital reduction involving the cancellation of the Company’s share premium account and the cancellation and extinguishment of certain shares in the Company’s capital (" Share Capital Reduction "). Pan African announces that, at a hearing held on 19 December 2025, the Court was not satisfied that notice of the general meeting at which resolutions were passed to approve and implement the Share Capital Reduction had been appropriately given to all shareholders. Certain shareholders in South Africa had indicated that they would not normally wish to receive notices from the Company and hence did not receive the formal notification of the capital reduction. Notwithstanding that several of shareholders in this category became aware of the meeting through other means and voted on the resolutions in any event, the Court determined that the Share Capital Reduction could not proceed. Accordingly, the Share Capital Reduction will not be proceeding on the timetable originally envisaged.

Instead, it is envisaged that the Company will convene another general meeting, by distributing a new circular and notice of general meeting to all shareholders, in the New Year. The purpose of the general meeting will be to seek a renewed approval of the Share Capital Reduction. If approved, the Company intends to pursue the Share Capital Reduction shortly thereafter.

Rosebank

22 December 2025

For further information on Pan African, please visit the Company's website at

www.panafricanresources.com

Corporate information
Corporate Office The Firs Building 2nd Floor, Office 204 Corner Cradock and Biermann Avenues Rosebank, Johannesburg South Africa Office: + 27 (0)11 243 2900 [e-mail]	Registered Office 107 Cheapside, 2 nd Floor London, EC2V 6DN United Kingdom Office: + 44 (0)20 3869 0706 [e-mail]
Chief Executive Officer   Cobus Loots       Office: + 27 (0)11 243 2900	Financial Director and debt officer Marileen Kok Office: + 27 (0)11 243 2900
Head: Investor Relations Hethen Hira Tel: + 27 (0)11 243 2900 E-mail: [e-mail]	Website: www.panafricanresources.com
Company Secretary Jane Kirton St James's Corporate Services Limited Office: + 44 (0)20 3869 0706	Joint Broker Ross Allister/Georgia Langoulant Peel Hunt LLP Office: [phone]
JSE Sponsor & JSE Debt Sponsor Ciska Kloppers Questco Corporate Advisory Proprietary Limited Office: + 27 (0) 63 482 3802	Joint Broker Thomas Rider/Nick Macann BMO Capital Markets Limited Office: [phone]
	Joint Broker Matthew Armitt/Jennifer Lee Joh. Berenberg, Gossler & Co KG (Berenberg) Office: [phone]

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