Proposed Aftan Shareholder Return Programme

Kazera Global PLC

24 July 2026

 

The information contained within this announcement is deemed to constitute inside information as stipulated under the retained EU law version of the Market Abuse Regulation (EU) No. 596/2014 ("UK MAR"), which is part of UK law by virtue of the European Union (Withdrawal) Act 2018. The information is disclosed in accordance with the Company's obligations under Article 17 of UK MAR. Upon publication of this announcement, this inside information is now considered to be in the public domain.

24 July 2026

Kazera Global plc

("Kazera" or the "Company")

Kazera Announces Proposed Aftan Shareholder Return Programme

31 July 2026 Ex-Entitlement Date announced for proposed return of approximately 80% of net Aftan settlement proceeds to qualifying shareholders

Kazera Global plc (AIM: KZG), the AIM-quoted investment company, is pleased to announce the proposed African Tantalum (Pty) Ltd ("Aftan") shareholder return programme, through which the Board intends, subject to legal, tax, working capital and regulatory considerations, to return approximately 80% of the net cash proceeds received under the Company's US$10.5 million Aftan settlement to qualifying shareholders (the "Programme").

The proposed Programme is intended to ensure that the value recovered from the Aftan settlement agreement with Hebei Xinjian Construction CC ("Hebei") (the "Settlement") is returned to those shareholders who supported the Company throughout the arbitration and recovery process, whilst enabling Kazera to continue executing its strategy of developing and growing its investment portfolio.

The Company intends that its ordinary shares will trade ex-entitlement from Friday 31 July 2026 (the "Ex-Entitlement Date"), with shareholders recorded on the register of members on 3 August 2026 (the "Record Date") (the "Qualifying Shareholders") intended to participate in future distributions under the Programme (each an "Aftan Distribution"). The proposed timetable is subject to agreement with the London Stock Exchange and may be subject to change.

In order to preserve that entitlement independently of any subsequent ownership of Kazera ordinary shares, the Board intends to establish a separate contingent value right (a "CVR") for Qualifying Shareholders. A CVR is a separate right intended to provide its holder with an economic entitlement to future payments if specified conditions are met. In this case, each Qualifying Shareholder's entitlement under the proposed CVR structure would be determined by reference to their holding of Kazera ordinary shares at the Record Date and would provide a proportionate economic entitlement to future Aftan Distributions.

The Company is working with its legal advisers, nominated adviser and registrar to finalise the terms, legal documentation and administrative arrangements for the proposed CVRs.

The Board currently intends that, depending upon the way Hebei satisfies its obligations under the Settlement, Qualifying Shareholders will receive either:

·      a single Aftan Distribution in early 2027, should Hebei exercise its option to settle early at the discounted amount of US$9.0 million on or before 31 December 2026; or

·   three Aftan Distributions, expected to be made in early 2028, early 2029 and early 2030, each representing approximately 80% of the aggregate net cash proceeds received during the preceding calendar year.

The balance of the net settlement proceeds is expected to be retained to strengthen the Company's balance sheet, provide working and investment capital and accelerate the development of future value-accretive investment opportunities.

Key Points

·     Board intends to return approximately 80% of net cash proceeds received under the Aftan Settlement to Qualifying Shareholders

·     31 July 2026 to be the Ex-Entitlement Date for eligibility to participate in the Programme and receive the proposed CVRs, subject to finalisation of the legal and administrative arrangements

·    3 August 2026 to be the Record Date determining the Qualifying Shareholders intended to receive the proposed CVRs, subject to finalisation of the legal and administrative arrangements

·     The Board intends to establish CVRs for Qualifying Shareholders, with each shareholder's entitlement determined by reference to their holding of Kazera ordinary shares at the Record Date

·    The CVRs are intended to provide Qualifying Shareholders with a proportionate economic entitlement to future Aftan Distributions independently of their continued ownership of Kazera ordinary shares

·    Accordingly, the CVRs are intended to preserve the entitlement of Qualifying Shareholders to participate in future Aftan Distributions even if they subsequently sell their Kazera ordinary shares

·     Investors acquiring Kazera ordinary shares on or after the Ex-Entitlement Date are therefore not intended to acquire CVRs or an entitlement to participate in future Aftan Distributions

·    Depending upon the timing of settlement by Hebei, the Board currently intends that Qualifying Shareholders will receive either:

o  one Aftan Distribution in early 2027; or

o  three Aftan Distributions in early 2028, early 2029 and early 2030

·    The balance of the net settlement proceeds is expected to be retained to support the continued development of Kazera's portfolio and future growth opportunities

·     The Board believes the proposed Aftan Shareholder Return Programme appropriately rewards the shareholders who supported Kazera throughout the Aftan recovery process whilst enabling the Company to continue building long-term shareholder value through disciplined capital allocation and investment.

 

Richard Jennings, Interim Chief Executive Officer of Kazera, commented:

"When we announced the Aftan settlement in June, we made a clear commitment that the majority of the value recovered would be returned directly to shareholders. Today's announcement sets out how we intend to deliver on that commitment.

 

"The Aftan arbitration has been a lengthy and, at times, challenging process. Throughout that period, our shareholders continued to support the Company, not only through the uncertainty surrounding the recovery process itself but also through the equity funding required to continue developing our remaining portfolio of assets.

"Our shareholders stood by the Company throughout the Aftan recovery process. We believe they should now be the shareholders who benefit from it.

"By establishing a single entitlement date and creating a separate right to the Aftan distributions for Qualifying Shareholders, we are seeking to ensure that the benefit of the Aftan recovery remains with the shareholders who supported Kazera through that recovery process, irrespective of when the individual settlement payments are ultimately received or whether those shareholders subsequently sell their Kazera shares.

"Depending upon how Hebei ultimately settles its obligations, we intend that Qualifying Shareholders will receive either a single Aftan Distribution in early 2027 or three Aftan Distributions over the following three years.

"Importantly, we are not returning all of the settlement proceeds. Retaining the balance will strengthen the Company's financial position and provide working and investment capital to pursue additional value-accretive opportunities. This is particularly significant given the recently announced agreement with SAI in relation to our flagship South African heavy mineral sands asset, under which SAI will fund all of Whale Head Minerals' capital expenditure, operating costs and working capital.

"We believe this achieves the right balance between rewarding shareholders for the value that has now been successfully recovered from Aftan and retaining sufficient capital to build the next phase of Kazera's growth without unnecessary future shareholder dilution.

"This announcement is another important milestone in delivering the strategy the Board set out in April following its replacement of former Directors: to unlock value from the Company's assets, return realised value to shareholders where appropriate and reinvest retained capital in opportunities capable of generating attractive long-term returns."

The Aftan Shareholder Return Programme

The Board has considered how best to return the value recovered under the Aftan settlement in a manner that is equitable to existing shareholders, transparent to the market and consistent with the Company's long-term strategy.

Accordingly, the Board intends to establish the Aftan Shareholder Return Programme, through which approximately 80% of the net cash proceeds received under the Aftan settlement are intended to be returned to Qualifying Shareholders.

For the purposes of the Programme, net cash proceeds are expected to comprise cash amounts actually received by the Company under the settlement, less costs directly attributable to recovering, receiving and distributing those proceeds.

The Company intends that its Ordinary Shares will trade ex-entitlement from 31 July 2026, with the Record Date for determining Qualifying Shareholders being 3 August 2026.

The Board intends to establish CVRs for Qualifying Shareholders in order to separate their entitlement to future Aftan Distributions from their continued ownership of Kazera ordinary shares.

The number of CVRs to which each Qualifying Shareholder is entitled is intended to be determined by reference to the number of ordinary shares registered in that shareholder's name at the Record Date. The CVRs are intended to provide each Qualifying Shareholder with a proportionate economic entitlement to future Aftan Distributions under the Programme.

Once established, the CVRs are intended to preserve that entitlement throughout the duration of the Programme irrespective of whether the Qualifying Shareholder subsequently sells, transfers or otherwise disposes of their Kazera ordinary shares.

The Company is working with its legal advisers, nominated adviser, registrar and other professional advisers to finalise the terms and legal and administrative arrangements for the proposed CVRs, including the arrangements applicable to ordinary shares held through CREST, nominees and other custodial arrangements. Further details will be announced once those arrangements have been finalised.

The Board considers that this approach, once implemented, will provide certainty for both existing and prospective shareholders by clearly separating the value expected to be realised from the Aftan settlement from the material value expected to be created through the Company's future operations, development projects and investment activities.

The establishment of the Aftan Shareholder Return Programme and the proposed CVRs does not itself constitute the declaration of a dividend or other distribution. Each Aftan Distribution will remain subject to receipt of the relevant settlement proceeds, the Company having sufficient distributable reserves at the relevant time, completion of any capital reduction or reserves reorganisation that may be required, approval of the Board and any applicable legal or regulatory requirements.

 

Proposed Aftan Distributions

Based on the current settlement terms, the Aftan Shareholder Return Programme is expected to return most of the value recovered under the US$10.5 million Aftan settlement to Qualifying Shareholders over the life of the settlement.

The Board currently intends that Aftan Distributions will be made under one of two alternative scenarios:

·    Should Hebei exercise its contractual option to settle early at the discounted amount of US$9 million on or before 31 December 2026, the Board currently expects to consider making a single Aftan Distribution in early 2027.

·    Should Hebei instead satisfy its obligations in accordance with the agreed instalment schedule extending to December 2029, the Board currently expects to consider making three Aftan Distributions, anticipated to be made in early 2028, early 2029 and early 2030.

Each proposed Aftan Distribution is currently expected to represent approximately 80% of the aggregate net cash proceeds received by the Company during the preceding calendar year.

The amount and timing of each Aftan Distribution will depend upon, amongst other matters:

·     settlement proceeds actually received by the Company;

·     costs directly attributable to recovering, receiving and distributing those proceeds;

·   the availability of sufficient distributable reserves, including completion of any capital reduction or reserves reorganisation that may be required;

·      the Company's working capital and investment requirements; and

·      applicable legal and regulatory requirements.

Each Aftan Distribution will therefore remain subject to a separate decision of the Board at the relevant time.

The amount and expected payment date of each Aftan Distribution will be announced following receipt of the relevant settlement proceeds.

 

Background

In June 2026, Kazera announced that it had entered into a definitive settlement agreement with Hebei in respect of the Company's long-running dispute concerning Aftan.

Under the terms of that agreement, Kazera is entitled to receive total consideration of US$10.5 million, together with significant contractual protections, including security over the Aftan shares and acceleration rights in the event of payment defaults.

The settlement represented the successful conclusion of a lengthy arbitration and recovery process and, in the Board's opinion, provides shareholders with a commercially attractive outcome while materially reducing the uncertainty, timing and costs associated with continued enforcement proceedings.

Following announcement of the settlement, the Board committed to seek to return the majority of the value recovered to shareholders whilst retaining sufficient capital to continue developing the Company's remaining portfolio of mining and investment assets.

Today's announcement sets out the framework through which the Board intends to achieve that objective.

 

Board Rationale

The Board considers that the Aftan Shareholder Return Programme represents the most equitable and transparent means of returning the value recovered from Aftan to shareholders.

The Programme, together with the proposed CVRs, is intended to ensure that the shareholders who supported Kazera throughout the arbitration and recovery process participate directly in the value ultimately realised from that process, irrespective of whether they subsequently continue to hold Kazera ordinary shares.

At the same time, the Board believes that investors acquiring Kazera shares after the Ex-Entitlement Date should invest on the basis of the Company's future prospects, primarily its South African HMS asset, rather than participate in value recovered from a historic transaction.

The Board further considers that retaining the balance of the net settlement proceeds represents a disciplined allocation of capital.

Those retained funds are expected to strengthen the Company's balance sheet, provide working and investment capital (should it be necessary) and reduce the potential need for future shareholder dilution.

The Board's objective is not simply to return capital where appropriate, but to allocate capital in a manner that maximises long-term shareholder value.

The Aftan Shareholder Return Programme is therefore fully aligned with the Board's wider strategy of monetising investments, returning realised value to shareholders where appropriate and reinvesting retained capital in opportunities capable of generating attractive long-term returns.

 

Next Steps

The Company is working with its legal advisers, nominated adviser, registrar and other professional advisers to finalise the terms, legal documentation and administrative arrangements for the proposed CVRs and the Aftan Shareholder Return Programme.

This will include finalising the basis on which CVRs will be established for Qualifying Shareholders and the arrangements applicable to ordinary shares held through CREST, nominees and other custodial arrangements.

The Company will also confirm the accounting treatment of the Settlement proceeds and the resulting distributable reserves position. To the extent necessary, this may include undertaking a capital reduction or other reserves reorganisation before any Aftan Distribution can be made.

Further announcements will be made confirming:

·      the final terms and implementation arrangements for the CVRs;

·      the detailed timetable for implementation;

·      the administrative arrangements applicable to CREST, nominee and custodian holdings; and

·      the amount, timing and mechanism of each Aftan Distribution, as appropriate.

The Board looks forward to updating shareholders further as the Aftan settlement progresses and as Kazera continues executing its strategy of building long-term shareholder value through disciplined investment, operational delivery and responsible capital allocation.

ENDS

For further information, visit www.kazeraglobal.com or contact:

Kazera Global plc Richard Jennings, Interim Chief Executive Officer	[e-mail]
Strand Hanson Limited (Nominated, Financial Adviser and Broker) Christopher Raggett / Ritchie Balmer	Tel: [phone]
Zeus Capital Limited (Joint Broker) Harry Ansell / Simon Johnson / Katy Mitchell	Tel: [phone]

Notes

Kazera Global plc (LON: KZG) is a diversified commodity investment company focused on unlocking value through production growth and disciplined portfolio management. While production builds at its Whale Head Minerals (Heavy Mineral Sands) and Deep Blue Minerals (diamond) assets in South Africa's Northern Cape province, the Company also continues to assess new opportunities to expand its growth pipeline and deliver sustainable returns.

 

END