Issue of shares to Xinhai and Total Voting Rights
African Pioneer Plc has announced the issuance of 65,314,716 new Ordinary Shares to Hong Kong Xinhai Mining Services Limited for a subscription of GBP712,786 at 1.15 pence per share, plus an additional 3,333,333 shares at 0.9 pence per share for converted intention money, resulting in Xinhai owning 10.99% of the enlarged share capital. These new shares, which will rank pari passu with existing shares, are expected to be admitted to trading on the London Stock Exchange on or around October 2, 2026. Additionally, Xinhai will receive 30,990,692 warrants exercisable at 1.6 pence per share. Following these issuances, the Company's total issued share capital will be 594,047,160 Ordinary Shares.
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African Pioneer Plc (“AFP”), the exploration and resource development company is pleased to announce that further to its announcements of 30 July 2026, 1 September and 21 September 2026 Hong Kong Xinhai Mining Services Limited (“Xinhai“) have paid their share subscription of GBP712,786 under the financing and technical services agreement (the “Definitive Agreement”) signed between the Company and Xinhai announced on 30 July 2026 in respect of which Xinhai will be issued 61,981,383 African Pioneer shares of no par value (“Ordinary Shares”) at 1.15 pence per Ordinary Share. Xinhai will also be issued 3,333,333 Ordinary Shares at 0.9 pence per Ordinary Shares in relation to the conversion of Xinhai’s previously paid intention money of GBP30,000.
The 65,314,716 new Ordinary Shares being issued to Xinhai when issued will rank pari passu with the existing Ordinary Shares in the Company and Xinhai will own 10.99% of the Company’s share capital as enlarged by the issue of new Ordinary Shares to Xinhai.
In accordance with the Definitive Agreement Xinhai will also be issued 30,990,692 warrants to subscribe for Ordinary Shares at 1.6 pence per share exercisable during the six-month period commencing on the completion of Stage 4 (as defined in the 30 July 2026 RNS) (the “Xinhai Warrants”).
Application to trading: Application will be made for the 65,314,716 new Ordinary Shares to be admitted to trading on the main market the London Stock Exchange (“Admission”). It is expected that Admission will become effective and that dealings in the Warrant Exercise Shares will commence at 8.00 a.m. on or around 2 October 2026.
Total Voting Rights: Following the issue of the new shares the Company’s total issued share capital will consist of 594,047,160 Ordinary Shares with voting rights. The Company does not hold any Ordinary Shares in treasury and accordingly there are no voting rights in respect of any treasury shares.
On Admission, the abovementioned figure of 594,047,160 Ordinary Shares may be used by shareholders in the Company 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, African Pioneer under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
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