Orange Trust Loan Conversion to Equity

Andrada Mining Limited

19 January 2026

 

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 (MAR) as in force in the United Kingdom pursuant to the European Union (withdrawal) act 2018. Upon the publication of this announcement via regulatory information service (RIS), this inside information will be in the public domain.

Andrada Mining Limited

("Andrada" or the "Company")

Conversion of debt to equity and related party transaction

Andrada Mining Limited (AIM: ATM, OTCQB: ATMTF), a tin producer with a portfolio of critical raw materials mining and exploration assets in Namibia, announces that a loan of USD2.5 million provided by LC Abelheim Limited as trustee of The Orange Trust ("Loan") and USD562 326 of unpaid fees will be converted into 59 358 907 ordinary shares of the Company ("New Ordinary Shares") (the "Conversion").

Highlights

§ Debt de-leveraging: Converts USD3.06 million of debt into equity, which helps strengthen the balance sheet without cash outflow.

§ Operational flexibility: Unencumbers the Company's second tin processing (Jig) plant, enhancing future financing and operational optionality.

§ Capital preservation:  Preserves critical cash reserves.

§ Shareholder alignment: Demonstrates the continued long-term commitment and confidence of a major institutional shareholder.

Anthony Viljoen, Chief Executive Officer, commented:

"This conversion further strengthens the Company's financial position. This follows our successful 2025 corporate restructuring, which also reduced overhead costs. The Board welcomes and greatly appreciates the continued support of our major shareholder since the Company's inception."

Conversion details

§ As set out in the announcement dated, 12 February 2025, LC Abelheim Limited as trustee of The Orange Trust provided the Company with a loan of USD2.5 million with an agreed facility fee of USD50 000 per month.

§ The total outstanding balance of USD3.06 million, being the combination of the principal amount of US$2.5m and accrued facility fees of US$0.56m, will be converted into 59 358 907 New Ordinary Shares.

§ The outstanding balance will be converted at a price of 3.85 pence ("p") per New Ordinary Share, being the 15-day volume weighted average price of the Company's shares as at the close of the market on 14 January 2026 ("Issue Price"). The exchange rate used was £1: USD1.34

§ The Issue Price represents a discount of c.10% to the Company closing share price on 16 January 2026.

Conversion rationale

The conversion of the Loan enhances the Company's balance sheet by reducing outstanding liabilities and strengthening its overall financial position. In addition, it preserves the Company's cash resources, enabling capital to be allocated toward operational and strategic priorities rather than debt repayment. The release of security over the Company's second tin processing jig plant further improves the Company's flexibility by unencumbering a key asset without requiring the use of cash, supporting both operational efficiency and future financing optionality.

Related Party Transaction

As The Orange Trust is a substantial shareholder of the Company, the Conversion constitutes a related party transaction pursuant to Rule 13 of the AIM Rules for Companies. Following consultation with the Company's nominated adviser, Zeus Capital, the Directors of the Company consider the terms of the Conversion are fair and reasonable insofar as its shareholders are concerned.

ADMISSION AND TOTAL VOTING RIGHTS

Application has been made to the London Stock Exchange for the New Ordinary Shares (being a total of 59 358 907 Ordinary Shares) to be admitted to trading on AIM ("Admission"). It is expected that Admission will take place and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 22 January 2026. The New Ordinary Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares in issue, including the right to receive all dividends and other distributions declared, made or paid after the date of issue.

Following Admission, the total number of Ordinary Shares in issue, with voting rights, in the capital of the Company will be 1 929 686 100. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company's share capital pursuant to (i) the Company's Articles, (ii) the Financial Conduct Authority's Disclosure Guidance and Transparency Rules and/or (iii) the AIM Rules for Companies issued by the London Stock Exchange plc as amended from time to time.

CONTACTS Andrada Mining Anthony Viljoen, CEO Sakhile Ndlovu, Head of Investor Relations	[phone]
NOMINATED ADVISOR & BROKER
Zeus Capital Katy Mitchell Andrew de Andrade Harry Ansell	[phone]
CORPORATE BROKER & ADVISOR
H&P Advisory Limited Andrew Chubb Jay Ashfield Matt Hasson	[phone]
Berenberg Jennifer Lee	[phone]
FINANCIAL PUBLIC RELATIONS
Tavistock (United Kingdom) Emily Moss Josephine Clerkin	[phone] [e-mail]

About Andrada Mining Limited

Andrada Mining Limited is listed on the London Stock Exchange (AIM), New York (OTCQB) and Namibia Stock Exchange, and has mining assets in Namibia, a top-tier investment jurisdiction in Africa. Andrada strives to produce critical raw materials from a large resource portfolio, to contribute to a more sustainable future, improved living conditions and the upliftment of communities adjacent to its operations. Leveraging its strong foundation in Namibia, Andrada is on a strategic path to becoming a leading African producer of critical metals including tin, lithium, tungsten, tantalum and copper. These metals are important enablers of the green energy transition, being essential for components of electric vehicles, solar panels and wind turbines.

 

END