Notice of GM

Premier African Minerals Limited

03 September 2026

 

3 September 2026

Premier African Minerals Limited

Notice of General Meeting

Premier African Minerals Limited ("Premier" or the "Company") announces that it will be holding a General Meeting ("GM") at the 205 Rivonia Road, Morningside, Sandton, 2057, South Africa at 15:30 (BST) on 23 September 2026.

The Notice of GM ("Notice") with both the Form of Instruction and Form of Proxy are in process of being posted to shareholders and is also available together with this announcement for download on the Company's website:

https://www.premierafricanminerals.com/investors/circulars-and-notices

Shareholders are strongly encouraged to review the Explanatory Notes to the resolutions that are being proposed at the GM as set out in Appendix 1 of the Notice and in the link below, and reproduced without amendment in the Appendix to this announcement, and are strongly encouraged to vote in either person or through the proxy of the Chairman of the meeting.

Webinar

The Company will also stream the GM by a webinar that will allow direct access to the meeting from any internet linked computer or smart device. Shareholders can download via the link that will be provided two days before the meeting on Premier webpage.

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 ("UK MAR").

The person who arranged the release of this announcement on behalf of the Company was Graham Hill.

Enquiries:

Graham Hill	Premier African Minerals Limited	Tel: [phone]
Michael Cornish / Roland Cornish	Beaumont Cornish Limited (Nominated Adviser)	Tel: [phone]
Douglas Crippen	CMC Markets UK Plc	Tel: [phone]
Toby Gibbs/ Harry Davies-Ball	Shore Capital Stockbrokers Limited	Tel: [phone]

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 encompassing brownfield projects with near-term production potential to grass-roots exploration.

Nominated Adviser Statement

Beaumont Cornish Limited ("Beaumont Cornish"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as nominated adviser to the Company in connection with this announcement and will not regard any other person as its client and will not be responsible to anyone else for providing the protections afforded to the clients of Beaumont Cornish or for providing advice in relation to such proposals. Beaumont Cornish has not authorised the contents of, or any part of, this document and no liability whatsoever is accepted by Beaumont Cornish for the accuracy of any information, or opinions contained in this document or for the omission of any information. Beaumont Cornish as nominated adviser to the Company owes certain responsibilities to the London Stock Exchange which are not owed to the Company, the Directors, Shareholders, or any other person.

APPENDIX

GM EXPLANATORY NOTES

Resolution 1-4 are proposed as a special resolution. This means that in order to have this resolution passed, in excess of three

fourths of the votes cast must be in favour of the resolution. 

The Board would strongly encourage all members to vote on all the proposed Resolutions below. 

Resolution 1: To approve for the period commencing twenty four (24) months following the date of this GM ("Period"), the disapplication of the pre-emption provisions set out in Regulation 1.5 of the Company's articles of association in relation to the issue of, or the grant of any right to subscribe for or convert any security fifty-eight billion, six hundred and thirty million, seven hundred and forty thousand, six hundred and twenty-five (58,630,740,625) ordinary shares, and to authorise the Directors of the Company to issue, or grant any right to subscribe for or convert any security into, shares in accordance with the provisions of this resolution, but so that the Company may make offers and enter into, agreements during the Period which would, or might, require shares to be allotted or rights to subscribe for, or convert other securities into shares to be granted after the Period ends.

Summary

On 1 April 2025, Premier and Canmax Technologies Co., Ltd ("Canmax") agreed a further amendment to the Restated Offtake and Prepayment Agreement in respect of the Zulu Lithium and Tantalum Project ("Zulu"). The Restated Offtake and Prepayment Agreement, originally agreed in August 2023 and subsequently amended in December 2024, remained unchanged save that the parties agreed to extend the Long Stop Date from 1 April 2025 to the earlier of 31 December 2025 or the execution of a binding agreement with a reputable buyer acceptable to Canmax providing for the settlement and/or management of Canmax's Prepayment Amount plus interest on terms to be agreed by Canmax.

On 5 January 2026, the parties agreed a further amendment under which the terms of the Restated Offtake and Prepayment Agreement remained unchanged, save that the Long Stop Date was extended, subject to certain conditions, from 31 December 2025 to the 30 June 2026.

Canmax and Premier are in the final stages of discussions regarding an extension of the Long Stop Date, and Premier expects that the Long Stop Date will be extended to 31 December 2026, consistent with the approach taken in previous extensions granted by Canmax, which have generally been for six-month periods from the relevant expiry date. The extension would provide Zulu with additional time to complete optimisation, establish sustainable production and progress the longer-term funding and strategic development of the project.

The purpose of this Resolution is to support the Company's proposed operational and funding plan for Zulu and to provide the Company with sufficient flexibility to fund the project through optimisation, production ramp-up and expansion. The Board considers that continued funding should be assessed against defined operational milestones and actual performance.

It is not the intention that all share authorities sought will necessarily be used. Rather, the Company wishes to maintain sufficient share authority to provide funding flexibility should alternative financing not be available when required. The Board expects the successful optimisation of the Xinhai floatation plant and the demonstration of stable production with concentrate sales should materially improve Zulu's ability to attract strategic, third-party or project-level funding, thereby reducing reliance on further Premier equity funding.

Operational Milestones

The Company's current operational plan for the next 12 months is set out below. Shareholders should note that the plan set out below includes certain statements that are or may be deemed to be forward looking statements. Such forward looking statements reflect 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 the normal risks associated with mine development and production and optimisation of the Zulu plant, and other factors many of which are beyond the control of the Company. Although the forward-looking statements below 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 or that the plan can be implemented without material amendment or delay, if at all.

First Three Months

The primary objective is to complete commissioning and formal sign-off of the Xinhai flotation plant and demonstrate consistent production of on-spec spodumene concentrate.

In parallel, the Company will continue to explore alternative funding and strategic investment opportunities with a view to reducing reliance on further Premier equity funding as operational performance is demonstrated.

Targets include:

Ø	concentrate grade preferably above 5.5% Li₂O;
Ø	production rate of approximately 1.5 to 2.0 tonnes per hour;
Ø	additional mining capability to support reliable plant feed;
Ø	firm proposals from Xinhai for an additional spodumene flotation plant and mica flotation circuit;
Ø	continued engagement with potential funders and strategic partners regarding project-level investment, offtake-related funding and other financing alternatives; and
Ø	commencement of discussions regarding potential toll-treatment arrangements in Zimbabwe, including opportunities for local processing and beneficiation, to ensure the Company remains aligned with Government policy regarding the export and domestic processing of spodumene concentrate.

Six Months

The objective is to establish stable and continuous mining and processing operations, with production progressing towards approximately 2,000 tonnes per month.

Targets include reliable plant feed, metallurgical recovery of approximately 70% to 75%, appointment of the mining contractor, optimisation of operating costs and, subject to satisfactory evaluation, placement of an order for a second Xinhai flotation plant.

During this period, the Company will continue discussions with potential funders and strategic partners, with the objective of securing alternative funding as production becomes established.

Nine Months

The objective is to demonstrate stable operations and consistent product quality while preparing for additional processing capacity.

Targets include approximately 2,000 tonnes per month of SC6 concentrate, completion of preparatory civil works for additional Xinhai capacity and continued optimisation of mining, processing and logistics costs.

The Company will continue to progress third-party funding, strategic investment, offtake-related financing and other project-level funding alternatives, supported by the operational performance demonstrated by this stage.

Twelve Months

The objective is to commission additional processing capacity and materially increase production.

Targets include completion and commissioning of the second Xinhai flotation plant, production capacity of approximately 4,000 tonnes per month of SC6 concentrate and progression of discussions with Canmax and existing or potential strategic partners regarding funding, offtake, investment, beneficiation and the longer-term strategic direction of the project.

Financial Overview

Funding Requirement and Initial Share Authority

Management's current financial forecast to 31 December 2027 identifies a total funding requirement of approximately US$19.1 million, as summarised below:

Use of Funds	US$
Capital and operational improvement costs	1,868,000
Plant operating costs	10,506,200
Normal operating costs	3,599,526
Overdue creditor settlements	3,091,833
Total forecast expenditure	19,065,559
Total funding requirement	19,100,000

The above represents management's current forecast for the programme as a whole. The allocation between individual categories may vary according to operational requirements, production performance, the timing of capital expenditure and the availability of alternative funding.

The principal assumptions supporting the forecast are:

Ø	the existing Xinhai flotation plant is fully commissioned by the end of October 2026 and thereafter progresses towards production of approximately 2,000 tonnes of spodumene concentrate per month;
Ø	following successful commissioning, Zulu commences sales of spodumene concentrate to Canmax or, where appropriate, concentrate is processed into lithium hydroxide in Zimbabwe prior to sale;
Ø	a second Xinhai flotation plant is procured following successful commissioning of the existing plant, with the objective of increasing production capacity beyond approximately 4,000 tonnes per month;
Ø	the necessary foundations, civil works and site preparation for the second plant are undertaken during its procurement and manufacture;
Ø	following commencement of sales, resources may be allocated towards bringing the original SC6 flotation circuit into full operation; and
Ø	certain longstanding creditor balances are settled where management considers this necessary to maintain operational continuity and ongoing creditor support.

These assumptions will be reviewed as commissioning and production progress and may be refined to reflect actual operational performance, cash generation and funding availability.

Funding Strategy and Share Authority

The Company is seeking share authority that would provide maximum funding capacity of approximately US$12.7 million, based on a share price of 0.016 pence. This represents an initial funding ceiling only and should not be interpreted as an intention or expectation that the full amount will be raised.

The Company will continue actively to pursue alternative sources of funding throughout the period, including strategic investment, project-level finance, offtake-related funding and other third-party financing. Where alternative funding is available on acceptable terms, the Company intends to utilise those sources in preference to further Premier equity funding.

Any use of the share authority will therefore be limited to the amount required from time to time, having regard to Zulu's operational progress, available resources, cash generation and the availability and timing of alternative funding. The Board expects that successful commissioning and demonstrated production and sales should materially improve Zulu's ability to attract external capital and reduce reliance on Premier equity funding.

If further funding is required beyond the authority currently sought and alternative funding has not been secured, any additional share authority will be considered at that time and, where necessary, sought from Shareholders. Any such request will be based on the then-current financial forecast and measured against the operational milestones achieved by Zulu.

The milestones, production targets and financial forecasts represent management's current planning assumptions based on the information presently available. As commissioning progresses and further operating data becomes available, these assumptions may be refined to reflect actual plant performance and operating conditions. The Company intends to use all reasonable endeavours to achieve the stated objectives while retaining appropriate flexibility to optimise the operational and funding plan as Zulu develops.

Resolution 2: Conditional on the approval of Resolution 1, the approval for a period commencing twenty-four (24) months following the date of this GM (the "Settlement Period"), the disapplication of the pre-emption provisions set out in Regulation 1.5 of the Company's articles of association in relation to the issue of, or the grant of any right to subscribe for or convert any security into, up to a further five billion, three hundred and ninety-seven million, ninety-one thousand, three hundred and eighty-six (5,397,091,386) ordinary shares, and to authorise the Directors of the Company to issue such number of shares as they may determine in favour of:

Ø J R Goddard Contracting (Private) Limited, in settlement of amounts owing by the Company in respect of mutual release and settlement agreement entered into on or around the 9 January 2026; and

Ø China Zenith Capital Ltd, in settlement of amounts owing in respect of their outstanding fees as announced on 8 August 2024,

in each case on such terms and at such issue price as the Directors may determine, subject to the aggregate number of shares issued pursuant to this Resolution not exceeding 5,397,091,386 ordinary shares.

Resolution 2 seeks shareholder approval to disapply the pre-emption provisions in respect of up to 5,397,091,386 ordinary shares to provide the Board with flexibility to settle certain outstanding creditor obligations through the issue of shares, in whole or in part, where the Board considers this appropriate.

Creditor	Amount
J R Goddard Contracting (Private) Limited	US$880,000.00
China Zenith Capital Ltd	US$289,063.53
Total	US$1,169,063.53

As previously announced, Premier and Zulu Lithium entered into a settlement agreement with J R Goddard Contracting (Private) Limited ("JRG") following enforcement action in respect of movable property at the Zulu Lithium and Tantalum Project. Under the settlement arrangements, JRG agreed to suspend enforcement action provided that the agreed payment terms were complied with. We are looking to settle the entire outstanding balance of approximately US$880,000.

The debt owed to China Zenith Capital arose from a follow-on fee in connection with services provided around the Canmax prepayment and offtake arrangements as announced on 8 August 2024. The liability was determined by arbitration, and Premier has previously made an initial settlement, with the balance of US$289,063.53 remaining outstanding and due.

The Company is continuing to work with China Zenith as a third-party introducer to potential alternative funding parties for both Zulu and RHA Tungsten Private Limited, particularly given their access to Asian capital markets. Against that background, the Board considers it important to bring the remaining liability to a timely conclusion.

Any issue will remain at the discretion of the Directors and will depend on the final settlement terms agreed with the relevant creditor, the prevailing share price, the Company's cash position and the availability of alternative funding.

Resolution 3: Conditional on the approval of Resolution 2, the approval for a period commencing twenty four (24) months following the date of this GM ("Conversion Period"), the disapplication of the pre-emption provisions set out in Regulation 1.5 of the Company's articles of association in relation to the issue of, or the grant of any right to subscribe for or convert any security into, up to a further eight billion, five hundred and sixty-six million, nine hundred and twenty-three thousand, nine hundred and twenty-three (8,566,923,923) ordinary shares, and to authorise the Directors of the Company to issue such number of shares in favour of Canmax in accordance with their conversion rights as notified on 24 December 2024.

The Addendum to Offtake and Prepayment Agreement allowed Canmax a right to participate in Premier fund raisings to enable them to maintain their original investment percentage in the Company of 13.38%. To this extent, Canmax, at its absolute discretion, will have the right to receive partial repayment of interest owed by the issuance of new ordinary shares from this resolution in the Company, such that Canmax would hold 13.38% of the shares in issue of the Company on a fully diluted basis immediately following a funding.

To the extent that these share authorities are not required, the Company will not utilise these shares for any other purpose and the approvals will lapse.

Resolution 4: That, the issued ordinary shares of no par value each in the capital of the Company ("Existing Ordinary Shares") be and are hereby consolidated into new ordinary shares of no par value each in the capital of the Company ("New Ordinary Shares") on the basis of one New Ordinary Share for every 10 Existing Ordinary Shares held prior to the passing of this Resolution, having the same rights and being subject to the same restrictions as the Existing Ordinary Shares.

Background

Following the previous share consolidation, which was implemented in October 2025, the Company has raised significant capital through the issue of new ordinary share and, as a result, the Company currently has 50,074,267,822 ordinary shares of no-par value in issue ("Existing Ordinary Shares"). The Board recognises that this number, when taking into account the authorities being sought at this GM to issue further ordinary shares as explained above, will be considerably larger than that of similar sized companies on AIM and that accordingly the Board has agreed to reduce the number of Existing Ordinary Shares that are in issue.  The proposed reduction has been made in line with market fundamentals and also to ensure that Premier current liquidity is not adversely affected. The Directors have resolved to re-organise the Company's share capital by consolidating the Existing Ordinary Shares on the basis of one New Ordinary Share for every 10 Existing Ordinary Shares, such New Ordinary Shares having the same rights as the Existing Ordinary Shares as set out in the Articles of the Company ("Consolidation").

The intent of the Share Consolidation is to reduce the number of shares in issue to enhance the Company's ability to meet the continued listing requirements of AIM.

The Company is therefore asking its shareholders to approve an amendment to the Company's existing memorandum and articles of association, as amended, giving effect to the Consolidation.

Implementation and timetable

Subject to the approval of the Consolidation at the General Meeting, the Consolidation would become effective upon the filing of a certificate of amendment to the Memorandum and Articles in the British Virgin Islands ("Effective Time"). The Board intends to the file the certificate of amendment that will implement the Consolidation as soon as possible following completion of the General Meeting and in any event within four months of the date of this resolution.

For technical reasons, the New Ordinary Shares (in consolidated form) will have a new International Securities Identification Number (ISIN) which will be advised in due course. Accordingly, application will be made subsequently for the New Ordinary Shares (in consolidated form) to be admitted to trading on AIM and a further announcement will be made detailing the record date for the Consolidation, the new ISIN, the Effective Date and the date of expected admission to AIM of the New Ordinary Shares.

Rights attaching to New Ordinary Shares

The New Ordinary Shares arising upon implementation of the Consolidation will have the same rights as the Existing Ordinary Shares including voting, dividend and other rights.

On completion of the Consolidation, certificated shareholders will receive a new share certificate, while depositary interest holders will have the CREST account balances adjusted accordingly.

Fractional entitlements

No Shareholder will, pursuant to the Capital Reorganisation, be entitled to receive a fraction of a New Ordinary Share. In the event that the number of Existing Ordinary Shares attributed to a Shareholder is not exactly divisible by 10, the Consolidation will generate an entitlement to a fraction of a New Ordinary Share. No certificates regarding fractional entitlements will be issued. Any New Ordinary Shares in respect of which there are fractional entitlements will be aggregated and sold in the market for the best price reasonably obtainable on behalf of Shareholders entitled to fractions. As the net proceeds of sale due to a fractional shareholder are expected to amount in aggregate to only a trivial sum, the Board is of the view that, as a result of the disproportionate costs, it would not be in the best interests of the Company to consolidate and distribute all such proceeds of sale, which instead shall be retained by the Company in accordance with the Articles of Association of the Company.

For the avoidance of doubt, the Company is only responsible for dealing with fractions arising on registered holdings. For Shareholders whose shares are held in the nominee accounts of UK stockbrokers, the effect of the Consolidation on their individual shareholdings will be administered by the stockbroker or nominee in whose account the relevant shares are held. The effect is expected to be the same as for shareholdings registered in beneficial names, however it is the stockbroker's or nominee's responsibility to deal with fractions arising within their customer accounts, and not the Company's responsibility.

Accordingly, following the implementation of the Consolidation, any Shareholder who as a result of the Consolidation has a fractional entitlement to any New Ordinary Share, will not have a resultant proportionate shareholding of New Ordinary Shares exactly equal to their proportionate holding of Existing Ordinary Shares. Furthermore, any Shareholder who holds fewer than 10 Existing Ordinary Shares as at the record date of the Consolidation (and which will be announced in due course), will cease to be a Shareholder. The minimum threshold to receive New Ordinary Shares will be 10 Existing Ordinary Shares.

Effects on Options and other Instruments

The entitlements to Existing Ordinary Shares of holders of securities or instruments convertible into Ordinary Shares (such as share options and warrants) will be adjusted to reflect the Consolidation. The Company will notify these holders of the Consolidation in due course.

Recommendation

The Board considers that approval of the Resolutions is in the best interests of the Company and its Shareholders as a whole and unanimously recommends that Shareholders vote in favour of them. The Resolutions are intended to provide Premier with the funding flexibility and sufficient share authority required to support Zulu through commissioning and production ramp-up, while the Company continues to pursue strategic investment, project-level finance, offtake-related funding and other third-party financing, to settle creditors and provide working capital. The Board believes that successful commissioning of the Xinhai flotation plant and the establishment of stable production should materially strengthen Zulu's ability to attract such alternative funding and reduce reliance on further Premier equity funding. The authorities sought are therefore intended to provide an important funding backstop rather than an expectation that the full authority will be utilised.

Shareholders should, however, note that Premier currently has limited funds and must secure additional financing arrangements to meet its payment commitments and obligations as they fall due. If the Resolutions are not approved, the Company's ability to raise further equity funding would be materially restricted. The Company would need to pursue alternative funding options and there can be no assurance that such alternative funding would be available when required or on acceptable terms. A failure to raise alternative funding would have a material adverse effect on both Zulu Lithium and the financial position of the Company as a whole. In those circumstances, the Company may be required to take other measures to preserve liquidity, which could have a material adverse effect on Zulu and the financial position of the Company as a whole. Should the Company be unable to obtain the necessary additional financing for the Group's working capital requirements, a material uncertainty would arise which could cast significant doubt on the Group's ability to continue as a going concern and, consequently, on its ability to realise assets and settle liabilities in the normal course of business.

For these reasons, the Board considers it of the utmost importance that Shareholders vote in favour of the Resolutions.

The Board therefore strongly recommends that Shareholders vote in favour of the Resolutions to preserve the Company's funding flexibility, maintain momentum at Zulu and support the transition to sustainable production and alternative funding.

Forward Looking Statements

Certain statements in this document are or may be deemed to be forward looking statements. Forward looking statements are identified 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 reflect 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. 

Ends

 

END