AGM Statement

Kefi Gold and Copper PLC

30 June 2026

 

30 June 2026

KEFI Gold and Copper plc

("KEFI" or the "Company")

AGM Statement

KEFI (AIM: KEFI), the gold and copper exploration and development company with projects in Ethiopia and Saudi Arabia, is hosting its Annual General Meeting ("AGM") today at 10.00 a.m. BST in the UK.

Highlights

·    Tulu Kapi development on schedule, now entering month four of its 27-month development programme, with first gold production targeted for mid-2028

·    AGM seeks shareholder approval to increase borrowing capacity, a condition precedent for Tulu Kapi debt drawdown and helping minimise future equity dilution

·    Saudi Arabian portfolio continues to advance, with Jibal Qutman targeted for first-stage development decision in Q4 2026

·    Transfer to the London Stock Exchange Main Market targeted by year-end 2026, subject to completing the required process

·    Board strengthened, with new Non-Executive Director and Senior Independent Director appointed, as announced earlier today

AGM Statement

At the AGM, Harry Anagnostaras-Adams, Executive Chairman of the Company, will make the following statement:

"Good morning and thank you all for joining us for KEFI's Annual General Meeting. This is a defining moment for KEFI, as it transitions from exploration into development.

Development Overview

In Ethiopia the Tulu Kapi Gold Project ("Tulu Kapi") is about to enter month 4 of its 27-month development schedule, for production from mid-2028.

The plan is that the initial open pit project will then fund mine development of the second Ethiopian project, the underground mine at Tulu Kapi, from a small portion of its net cash flows. We estimate a shareholding of circa 86% of these two Ethiopian mines under Tulu Kapi Gold Mines S.C. ("TKGM") and, combined, our initial plans target average annual aggregate production of circa 166,000 oz. At a gold price of US$4,000 per ounce, the project is expected to see a combined All-in Sustaining Cost of US$1,184 per ounce, for average EBITDA of approximately US$526 million per annum over the first three years of production, with EBITDA increasing or decreasing by approximately US$86 million for every US$500 the gold price increases or decreases per ounce.

Tulu Kapi is the first 21^st century gold project in Ethiopia designed to international banking standards in all respects - technical, environmental, social and corporate governance. If it were producing, it would be Ethiopia's largest single exporter.

The development schedule is longer than the typical international average for a project such as this because it starts with a community relocation, which is underway in accordance with World Bank IFC Performance Standards.

A hallmark of our modus operandi is KEFI's dedication to maximising "Ethiopianisation" in all aspects via alignment with local stakeholders, at all levels including shareholders, Board, personnel, community, all levels of Government.

In Saudi Arabia: the company we established with local partner, conglomerate Abulrahman Al Rashid & Sons ("ARTAR") has discovered and reported an aggregate in-situ metal value of approximately double that which is currently reported at Tulu Kapi. The Saudi operating entity is 13%-owned Gold and Minerals Company Limited ("GMCO") which is now separately managed without reliance on KEFI personnel other than oversight at the level of its Board and Board Committee. 

KEFI's base case scenario at GMCO is that we trigger a 24-month first-stage low-cost start-up at Jibal Qutman (open pit/CIL) in the last quarter of 2026 with only circa $100 million capital expenditure. The details of its budget, financing and ramp-up strategy will be resolved as part of the final investment decision. GMCO will then maximise self-funding of Jibal Qutman's ramp-up, the development of the second Saudi mine, the Hawiah open pit/CIL, and then the third mine - Hawiah copper-gold-zinc-silver mine.

Based on preliminary studies assembled so far, GMCO's aggregate projected gold-equivalent production is expected to significantly exceed that of Tulu Kapi. As an early indicator of GMCO's potential relative importance to shareholders, the latest Mineral Resource Estimates show that KEFI's 13% share of GMCO in-situ metal is equivalent to about 28% of the comparable figure for Tulu Kapi.

The point I am making is this: KEFI historically had little choice but to dilute its interest in GMCO. However, GMCO's success on the ground means that, based on today's in-situ metal, its value relative to Tulu Kapi now gives KEFI shareholders meaningful potential value diversification, despite our limited financial exposure or management involvement there. This deliberate containment of risk and responsibility is also a condition of our Tulu Kapi project finance, which makes sense given that our secured lenders are providing circa 70% of the funding required at Tulu Kapi, - a first of its kind transaction in Ethiopia.

Finance Overview

KEFI's levels of commitments and associated financings are presently jumping significantly. As an explorer for the 19 years from our Admission to AIM in 2006 up until the end of 2024, the Company spent an aggregate of £97 million ($126 million, or an average of $7 million per annum). And during 2025 and 2026 we have announced commitments for Tulu Kapi development and associated financing of £328 million ($426 million, including all capex and mining fleet procurement via the mining contractor).

Up until 2024, 100% of KEFI's average $7 million per annum exploration commitments were funded by the Company's shareholders. This funding came at a great cost of share dilution, at the same time as the historically reported in-country challenges during that period. The total of $426 million raised across 2025 and 2026 to fund Tulu Kapi and the Company was sourced as to $85 million (20% of the $426 million) from KEFI shareholders and $341 million from the Tulu Kapi's project finance "syndicate" of contractors, banks and equity-risk-ranking structured financings.

To achieve this, KEFI has had to be contractually committed to provide TKGM with the human and capital resources it requires. And in that respect, we are advancing in accordance with the Project Implementation Plan, including recruitment and the installation of policies, procedures and governance systems.

GMCO, on the other hand, does not rely on KEFI or KEFI's financiers. Its 87%-shareholder is ARTAR - a multi-billion dollar Saudi conglomerate.

KEFI has, over the years, exercised (or not) its right to contribute to GMCO's funding based on what was judged at the time to be in the best interests of KEFI's shareholders, taking into account our cost of capital, the relative value-add and our overriding responsibility towards our majority-controlled activities.

Putting aside the management structures applied to KEFI's involvement on each side of the Red Sea, our Ethiopian and Saudi project pipelines have now reached roughly the same point, of launching (in Ethiopia) and about to launch (in Saudi Arabia) a first-stage development with each operation then intending to proceed to maximise self-funding of its own pipeline of organic growth.

We have obviously reached a critically important moment and in my view, a wonderful opportunity is now there for the taking.

The foundation for this launch of development and growth is the focus and determination of our strong and exceptionally dedicated teams in both Ethiopia and Saudi Arabia, along with the colleagues supporting these teams.

KEFI's corporate structure is also built on carefully developed relationships with the other key stakeholders such as ARTAR in Saudi Arabia, the Federal and Regional Governments in Ethiopia, leading African development finance institutions TDB and AFC, specialist equity-risk royalty and Ethiopian Preference Share investors and, of course, our longstanding KEFI shareholders.

We will forever be in the debt of our shareholders who helped us withstand the 2010's - a decade which is now widely regarded as the weakest ever for junior gold miners, and for KEFI, coupled with the well-publicised specific challenges in our host countries.

We clearly under-estimated these historical challenges and for that I take much of the responsibility. My tenacious attitude came at a great price corporately and personally. All is now well understood with hindsight and we are better equipped for what the future may bring. KEFI is now in the process of completing the installation of its governance policies and systems "in sync with its development process at Tulu Kapi". As I say, we are about to enter month 4 of a 27-month Project Implementation Plan.

To further strengthen the overall corporate structure for the benefit of all stakeholders, we have recently welcomed six +$US1 billion AUM financial institutions to the KEFI share register. This is a part of equipping KEFI for what comes next - the large organic growth and large cash generation that we target as early-movers in exciting frontier markets.

A key next step is to join established peers by transferring KEFI's stock exchange listing to the London Stock Exchange Main Market, which we target to achieve by year-end 2026, subject to completing the required compliance process. That process will also of course involve a comprehensive corporate governance review.

Shareholder Resolutions

Most resolutions before today's AGM follow typical governance practice - receipt of the Annual Report, re-election of Directors, re-appointment of the Auditors, and re-affirmation of the long-standing Management Incentive Option Plan. Having said that, I would like to reiterate that Resolutions 8 and 10 are the routine, capped authorities for implementing the long-standing Management Incentive Option Plan.

Resolution 9 is however the exception to what otherwise may be considered routine resolutions. It proposes an amendment to the Company's Articles of Association to increase the permitted borrowing limit. Approval of this resolution is a condition precedent to drawdown under the Tulu Kapi project financing facility. The higher debt capacity reduces potential future dilution of both current shareholders and future earnings and gives the Company the flexibility it needs in its debt funding strategy as circumstances evolve.

A number shareholders have voted by proxy against Resolution 1, the acceptance of the Annual Report. This followed a recommendation by ISS, a prominent proxy advisory service, which was issued without consultation with, or notice to, the Company. The Board is committed to continued dialogue with its shareholders and will solicit their views, as far as possible, as part of the ongoing and wide-ranging review of the Company's corporate governance and structure as it progresses, including as part of the proposed Main Market listing. The Company looks forward to updating shareholders on these matters in due course.

Board changes

I would like first to record my sincere thanks to Rich Robinson, who retires as a Non-Executive Director at the close of the AGM. Rich has served as a Director since 2019 and has brought a lifetime of directly relevant African mining project experience to the Board, remaining in post until he had seen Tulu Kapi through to this moment. On behalf of the shareholders, I also wish to apologise to Rich for having historically paid his director fees often many years in arrears - this was indicative of the whole Board's attitude to supporting the Company during some very tough years in the past. I am glad to confirm this has now been settled in full, and I am grateful for his patience and unwavering commitment to the Company throughout. Thank you, Rich.

I am also pleased to announce that Alistair Clark has assumed the role of Senior Independent Non-Executive Director and Deputy Chairman, reflecting our expanding governance systems ahead of the transition to the Main Market. Dr Clark is an internationally recognized expert on ESG (Environment, Social, Governance) matters and will help to elevate KEFI to the next level of overall governance as it leaps forward.

In addition, I am also pleased to report that another leadership and governance expert of international repute has agreed to join the Board and will do so at the close of today's Annual General Meeting, Ms Maleda Bisrat.

Ms Bisrat is the Ethiopian Country Director at the Tony Blair Institute for Global Change, leading a multidisciplinary team working closely with the government on economic reform, investment, job creation, and digital transformation. Prior to this, she was an adviser to the Ethiopian Investment Commission supporting industrialisation, investment promotion and climate initiatives.

Maleda is also a Non-Executive Director of Financial Sector Deepening Ethiopia, an agency that is helping develop accessible, inclusive and sustainable financial markets for economic growth and development, and a Non-Executive Director of Zebidar Foundation, an organisation committed to improving quality of education for students living in underserved communities.

Closing

Before closing, I should also mention that KEFI's transition to production has only just commenced. But its insights into its region of influence are well-developed. One of the reasons to devote so much time, effort and capital to frontier markets for mining is to make discoveries-which we have done, to develop strong cash flows - which we are doing, and to seize opportunities for organic growth which are unavailable in more mature mining jurisdictions - which we now start to evaluate. We will, of course, do nothing which in any way compromises the delivery of Tulu Kapi's huge potential. But we owe it to all our stakeholders to examine how we can strengthen and reinforce the Company's generation of value.

I look forward to a constructive discussion this morning with the shareholders who could spare the time to attend the AGM.

And I thank all shareholders, Governments, partners, financiers, community and of course staff and their families for their untiring support.

Thank you."

Enquiries

KEFI Gold and Copper plc
Harry Anagnostaras-Adams (Executive Chairman)	[phone]
John Leach (Finance Director)
SP Angel Corporate Finance LLP (Nominated Adviser)	[phone]
Caroline Rowe / Adam Cowl
Stifel Nicolaus Europe Limited (Financial Adviser and Joint Broker) Ashton Clanfield / Varun Talwar	[phone]
Tavira Financial Limited (Joint Broker)	[phone]
Oliver Stansfield / Jonathan Evans
IFC Advisory Ltd (Financial PR and IR)	[phone]
Tim Metcalfe / Florence Staton

Further information can be viewed at https://www.kefi-goldandcopper.com

 

END