Proposed Conditional Placing

First Tin PLC (LSE: 1SN), a tin development company with advanced, low capex projects in Germany and Australia, is pleased to announce its intention to conduct a conditional fundraising (the "Fundraising") to raise gross proceeds of approximately £8 million by means of a placing (the "Placing") of new ordinary shares of £0.001 each in the capital of the Company ("Ordinary Shares") (the "Placing Shares") to certain institutional and other investors at a price of 6 pence per Ordinary Share (the "Issue Price"). The Placing is subject to the Company's shareholders passing the Resolutions at the upcoming General Meeting. In addition, admission of the Placing Shares will also require the publication of a prospectus approved by the Financial Conduct Authority ("FCA") and the Placing is, therefore, also conditional on such publication and admission. The Company expects to publish a combined prospectus and circular on or around 30 October 2024 in connection with the Placing (the "Prospectus").

The Issue Price represents a discount of approximately 5.95 per cent. to the Closing Price of 6.38 pence per Ordinary Share on 25 October 2024, being the latest practicable business day prior to the publication of this Announcement.

Placing Highlights

• Placing to raise approximately £8 million (before expenses) through the issue of approximately 133,333,334 Placing Shares at the Issue Price.
• Placing to be conducted via an accelerated bookbuild process launching today.
• The Placing Shares, assuming full take-up of the Fundraising, will represent approximately 29.51 per cent. of the Enlarged Issued Share Capital.

Reasons for the Placing and Use of Proceeds

The proceeds from the Fundraising will be allocated across both assets as well as to fund the typical costs associated with being a listed company:

Taronga, Australia:

o The majority of the funding will be allocated to the Taronga project, with the majority of this directed towards the compelling enhancement opportunities identified during the Definitive Feasibility Study ("DFS"), with the goal of increasing the project's net present value to approximately AUD 400 million and final permitting requirements.

o Activities include the conversion of additional Inferred Resources through drilling of numerous in-pit and near-pit targets to enable a deeper, wider pit, testing of extensions and potential parallel zones, delivery of a revised Resource Estimate, process design and optimisation of pits, waste rock emplacements/co-disposal area, infrastructure, geotechnical designs and models, and continued Mineral Processing Testwork to confirm recent excellent recoveries announced.

o Pit optimisations and subsequent detailed designs are currently based on the initial, far too conservative, average 54% recovery formula, but ongoing mineral processing test work has shown an average total recovery of 66.8% across high grade and low-grade samples.

o Funds will also support activities related to completion of the environmental impact statement for final permitting and early site works, preparing the project for future development and construction phases.

o These activities have significant potential to create value upside and to extend the Life of Mine.

Tellerhäuser, Germany:

o With the majority of funds being allocated in Australia, funds allocated in Germany will be used to support internal activities related to progressing permitting and related community engagement. Additionally, minimal fieldwork will be conducted to ensure the retention of the exploration licenses at Gottesberg and Auersberg.

The Placing

The Company intends to issue approximately 133,333,334 Placing Shares to raise gross proceeds of approximately £8 million, to participants in the Placing. Subject (amongst other things) to the passing of the Resolutions at the upcoming General Meeting and the publication of the Prospectus, Applications will be made to (i) the FCA for admission of the Placing Shares to listing on the Equity Shares (Transition) category of the Official List; and (ii) London Stock Exchange plc for admission of the Placing Shares to trading on its main market ("Main Market") for listed securities (together, "Admission") following publication of the Prospectus. Admission is expected to occur on or around 20 November 2024.

Arlington Group Asset Management ("Arlington") is acting as Joint Broker alongside Zeus Capital Limited who is acting as Joint Broker and sole bookrunner ("Zeus Capital" or the "Bookrunner"), in connection with the Placing. The Placing Shares are being offered by way of an accelerated bookbuild, which will be launched immediately following this Announcement, in accordance with the terms and conditions set out in Appendix II to this Announcement.

Admission of the Placing Shares is conditional, inter alia, upon the placing agreement dated 28 October 2024 between the Company and the Joint Brokers (the "Placing Agreement") not having been terminated and becoming unconditional in all respects.

The Placing is conditional upon, amongst other things:

• the passing of the Resolutions at the General Meeting to authorise the Directors to allot and issue the Placing Shares free of pre-emption rights;
• each of the warranties given by the Company in the Placing Agreement being true and accurate in all respects and not misleading on the date of the Placing Agreement, the date of the placing results agreement (to be agreed by the Company and the Bookrunner pursuant to the Placing Agreement) ("Placing Results Agreement") and at Admission;
• the Prospectus having been approved by the FCA in accordance with the Prospectus Regulation Rules and the Listing Rules;
• there being no information contained in the Prospectus, any supplementary prospectus (or in any other publication or announcement issued or to be issued by the Company prior to Admission) differing in any material respect from that contained in this announcement;
• admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 20 November 2024 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than 8.00 a.m. on 20 December 2024 ("Long Stop Date");
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

General Meeting

Further details of the General Meeting will be set out in the Prospectus and notified via regulatory information service

Admission to trading

Application will be made to the London Stock Exchange for admission of the Placing Shares to trading on the Main Market. Subject (amongst other things) to the passing of the Resolutions at the General Meeting, it is expected that admission will become effective and dealings in the Placing Shares commence at 8.00 a.m. on or around 20 November 2024.

The Placing is not being underwritten.

First Tin PLC CEO, Bill Scotting commented:

"The DFS earlier this year confirmed that Taronga is an extremely valuable and robust project and we are excited at the prospect of building upon its compelling economics even further.

As already indicated by recently announced results from new mineral processing testwork, the work identified has the potential to add significant value and years to the life of mine of the project, which will ensure we are ideally positioned to achieve our ambition of delivering the world's next new tin mine. We are determined to maintain momentum to deliver a much-needed secure tin supply into a world undergoing an energy transition and digital transformation. As such, we will continue to advance off-take discussions and our permitting activities in conjunction with this placing and the subsequent workstreams."

Additional Information

Background and Reasons for the Placing and Use of Proceeds

The Company is undertaking the Placing to deliver the following workstreams, as well as for general working capital purposes:

• Taronga, Australia:
• The majority of the funding will be allocated to the Taronga project, with the majority of this directed towards the compelling enhancement opportunities identified during the DFS, with the goal of increasing the project's net present value to approximately AUD 400 million and final permitting requirements.
• Activities include the conversion of additional Inferred Resources through drilling of numerous in-pit and near-pit targets to enable a deeper, wider pit, testing of extensions and potential parallel zones, delivery of a revised Resource Estimate, process design and optimisation of pits, waste rock emplacements/co-disposal area, infrastructure, geotechnical designs and models, and continued Mineral Processing Testwork to confirm recent excellent recoveries announced.
• Pit optimisations and subsequent detailed designs are currently based on the initial, far too conservative, average 54% recovery formula, but ongoing mineral processing test work has shown an average total recovery of 66.8% across high grade and low-grade samples.
• Funds will also support activities related to completion of the environmental impact statement for final permitting and early site works, preparing the project for future development and construction phases.
• These activities have significant potential to create value upside and to extend the Life of Mine.
• Tellerhäuser, Germany:
• With the majority of funds being allocated in Australia, funds allocated in Germany will be used to support internal activities related to progressing permitting and related community engagement. Additionally, minimal fieldwork will be conducted to ensure the retention of the exploration licenses at Gottesberg and Auersberg.

Pursuant to the Placing Agreement, the Bookrunner, as agent for the Company, has conditionally agreed to use reasonable endeavours to procure subscribers at the Issue Price for the Placing Shares.

The Company intends to issue approximately 133,333,334 Placing Shares to raise gross proceeds of approximately £8 million, pursuant to the Placing. The Placing Shares are expected to be admitted to trading on the Main Market at 8.00 a.m. on or around 20 November 2024 (or such later date and / or time as the Bookrunner and the Company may agree, being no later than the Long Stop Date).

Admission of the Placing Shares is conditional, inter alia, upon the publication of the Prospectus, the passing of the Resolutions at the General Meeting and the Placing Agreement not having been terminated and becoming unconditional in all respects.

The Bookrunner (acting in good faith) has the right to terminate the Placing Agreement in certain circumstances prior to Admission, including (but not limited to): in the event that there is a breach, or an alleged breach, of any of the warranties set out in the Placing Agreement or there is a Material Adverse Change. The Bookrunner may also terminate the Placing Agreement if there has been a material adverse change in certain international financial markets, a suspension or material limitation in trading on certain stock exchanges or a material disruption in commercial banking or securities settlement or clearance which, in the opinion of a Bookrunner (acting in good faith), makes it impractical or inadvisable to proceed with the Placing. If this termination right is exercised or if the conditionality in the Placing Agreement is not satisfied, the Placing will not proceed.

The Placing Shares are not subject to clawback. The Placing is not being underwritten.

Placing Shares

The Placing Shares will, when issued, 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.

The Company will apply to the FCA for admission of the Placing Shares to the Official List and to the London Stock Exchange for admission to trading of the Placing Shares on its Main Market following publication of the Prospectus to be published in connection with Admission as required by the Prospectus Regulation Rules.

Subject to the passing of the Resolutions at the General Meeting and following publication of the Prospectus, it is expected that Admission will take place on or around 8.00 a.m. on 20 November 2024 and that dealings in the Placing Shares on the Main Market will commence at the same time.

persons in Member States who are Qualified Investors; and

(all such persons together being referred to as "relevant persons").

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the Main Market.

APPENDIX I

Definitions

The following definitions apply throughout this Announcement unless the context otherwise requires:

APPENDIX II

Details of the Placing Agreement and the Placing Shares

The Joint Brokers and the Company have entered into a Placing Agreement, under which the Bookrunner has, on the terms and subject to the conditions set out therein, undertaken to use its reasonable endeavours to procure subscribers for Placing Shares at the Issue Price. The Placing is not being underwritten by the Bookrunner or any other person.

Subject to admission, the Placing Shares will trade on the Main Market under the trading symbol 1SN with ISIN GB00BNR45554.

Application for admission to trading on the Main Market

Application will be made to the London Stock Exchange for admission to trading on the Main Market of the Placing Shares. It is expected that subject to the passing of the Resolutions, settlement of any such shares and Admission will become effective on or around 8.00 a.m. on 20 November 2024 and that dealings in the Placing Shares will commence at that time.

Bookbuild

The principal terms of the Placing are as follows:

• The Bookrunner is arranging the Placing as agent for, and joint broker of, the Company. Arlington is acting as a sub-agent of the Bookrunner.
• By participating in the Placing, each Placee agrees that its rights and obligations in respect of the Placing will terminate only in the circumstances described below, will continue notwithstanding the Business Transfer, and will not be capable of rescission or termination by the Placee.

Conditions of the Placing

• the passing of the Resolutions at the General Meeting;
• the Prospectus having been approved by the FCA in accordance with the Prospectus Regulation Rules and the Listing Rules and made available to the public in accordance with the Prospectus Regulation Rules;
• there being no information contained in the Prospectus, any supplementary prospectus (or in any other publication or announcement issued or to be issued by the Company prior to Admission) differing in any material respect from that contained in this announcement;
• admission of the Placing Shares becoming effective by no later than 8.00 a.m. on 20 November 2024 (or such later time and / or date as the Company and the Bookrunner shall agree, not being later than the Longstop Date);
• the Placing Agreement not having been terminated by the Bookrunner in accordance with its terms.

Right to terminate the Placing Agreement

• the Company has failed to comply with its obligations under the Placing Agreement, or with the requirements of any applicable laws or regulations (including MAR) in relation to the Placing;
• there has been any development or event which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Group taken as a whole, whether or not foreseeable and whether or not arising in the ordinary course of business; or

Prospectus

In connection with the Admission of the Placing Shares, the Company expects to publish the Prospectus, following approval by the FCA on or around 30 October 2024 in accordance with the requirements of the Prospectus Regulation and Prospectus Regulation Rules. The Prospectus will not be approved and published prior to Placees entering into a legally binding commitment in respect of the conditional placing, by the Bookrunner, as agent of and on behalf of the Company, of the Placing Shares to be issued pursuant to the Placing, with Placees. Such commitments will therefore be made on the basis of this Announcement and any Publicly Available Information previously published by or on behalf of the Company simultaneously with or prior to the date of this Announcement only.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has not relied on any other information (other than the Publicly Available Information), representation, warranty, or statement made by or on behalf of the Company or the Bookrunner or any other person and neither the Bookrunner, the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received and, if given or made, such information, representation, warranty or statement must not be relied upon as having been authorised by the Bookrunner, the Company or their respective officers, directors, employees or agents. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Neither the Company nor the Bookrunner are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations. Each Placee should not consider any information in this Announcement to be legal, tax or business advice. Each Placee should consult its own solicitor, tax adviser and financial adviser for independent legal, tax and financial advice regarding an investment in the Placing Shares. Each Placee also acknowledges that the Company will publish a Prospectus in connection with the Admission in due course and their agreement to subscribe for Placing Shares under the Placing is not by way of acceptance of any public offer made by the Company under the Prospectus Regulation but is by way of a collateral contract. As such, it does not entitle Placees to withdraw after the Company publishes the Prospectus (including any supplementary prospectus) in connection with the Admission and the Placee will not have any rights of withdrawal under Article 23 of the Prospectus Regulation. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Following closure of the Bookbuild, each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with the Bookrunner, stating the number of Placing Shares allocated to it at the Issue Price, the aggregate amount owed by such Placee (in pounds sterling). As soon as possible after the General Meeting of the shareholders of the Company to approve the Resolutions, each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in relation to settlement instructions.

Settlement of transactions in the Placing Shares (ISIN: GB00BNR45554) following Admission will take place within CREST provided that, subject to certain exceptions, the Bookrunner reserves the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees by such other means that it deems necessary if delivery or settlement is not possible or practicable within CREST within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

Representations, Warranties and Further Terms

10. that the Company will publish a Prospectus in connection with Admission in due course and the Placee's agreement to subscribe for Placing Shares under the Placing is not by way of acceptance of any public offer made by the Company under the Prospectus Regulation but is by way of a collateral contract subject to the terms and conditions in this Appendix. As such, it does not entitle Placees to withdraw after the Company publishes the Prospectus (including any supplementary prospectus) in connection with Admission and the Placee will not have any rights of withdrawal under Article 23 of the Prospectus Regulation;

• that, unless otherwise agreed by the Bookrunner, it is a Qualified Investor;
• that time shall be of the essence as regards obligations pursuant to this Appendix;
• That, except in relation to the Admission, no prospectus or offering document has been or will be prepared in connection with the Placing and it has not received and will not receive a prospectus or other offering document in connection with the Placing or the Placing Shares; and